Your Directors have great pleasure in presenting the Annual Report with
 the audited financial results of your company for the year ended 31st
 March, 2003.
 
 FINANCIAL RESULTS
 
 Your company has recorded the following Financial performance:
 
                                                          (Rs in Lacs)
 
 Particulares                                      2003       2002
 
 Turnover                                        9532.74    7239.77
 Expenditure                                     6429.57    5009.17
 Profit before depreciation and tax              3103.17    2230.61
 Depreciation                                    1093.18     382.72
 Profit before tax                               1853.80    1661.88
 Provision for tax                                 47.38       4.91
 Profit after tax for the year                   1806.42    1656.97
 Appropriations - taken to Balance Sheet         1806.42    1656.97
 
 Securities Premium
 Balance as per last Balance Sheet                458.07       -
 Add : Additions during the year                 3269.45    3727.52
 
 Capital Reserve                                               0.02
 Reserves and Surplus
 Surplus i.e.
 Transfer from Profit & Loss Account                        4815.10
 Total                                                      8542.64
 
 PERFORMANCE
 
 For the concluded financial year 31st March, 2003 Eonour has achieved a
 profit of Rs 18.06 cr after tax, which is an increase of 9.02 per cent
 over the previous year profit. The turnover has increased to Rs 95.33
 cr in the year 2002-03 from Rs 72.40 cr for the previous year 2001-02
 thus registering a growth of 31.67 per cent.  With this, the company
 has been successfully maintaining the sales and profitability growth
 and this is comparable with the peer group in the same industry.  This
 achievement was the result of commitment to quality and growth across
 all levels of employees of the organisation. Eonour has got a team of
 skilled professionals whose innovation and dedication are the
 determinants of the company's success.
 
 Even though the software industry is going through a testing period,
 Eonour could achieve the results through strategic and tactical
 planning in not only winning new customers but also in retaining them
 satisfied.
 
 CAPITAL STRUCTURE
 
 Your company has issued 3,63,27,271 shares on a stock swap basis for a
 total value of Rs 39.96 cr for acquisition of four companies comprising
 of Rs 7.27 cr as paid up capital and Rs 32.69 cr as share premium.
 These shares are awaiting the listing approval from the Mumbai and
 Madhya Pradesh Stock Exchanges.
 
 STRATEGIC ACQUISITION AND MERGER
 
 As you are aware that during the year 2002-03, your company had
 acquired four companies which are in the field of system integration
 and software solutions. With a view to make the company more
 competitive and economically stronger, all the four acquired companies
 were merged into a single corporate entity namely STADS Private Limited
 vide Honourable Madras High Court order dated 10/03/2003 and legalised
 the merger formalities.
 
 DIVIDEND
 
 Your directors are of the view that the company and the shareholders
 will be benefited in the long term if the funds earned by the company
 are retained and ploughed back rather than distributing the same.
 Therefore, no dividend was recommended for this year. We hope that the
 shareholders will appreciate the decision of the directors and extend
 their support.
 
 INDUSTRY OVERVIEW
 
 A new customer pull orientation is replacing the old manufacturing
 push.
 
 The increased demand for technical, marketing, strategy, and design
 services will contribute to a compounded annual growth rate of 59 per
 cent.  Application integration will lead the technical services market,
 rated at .3 billion.
 
 Indian IT sector is expected to capture five per cent of the global IT
 services market by 2004, with a compounded annual growth rate (CAGR) of
 39 per cent.
 
 According to a survey of US software services vendors conducted by the
 World Bank, India is the leading offshore destination for companies
 seeking t6 outsource software development or other information
 technology projects.
 
 It is estimated that while international outlay on IT services will
 increase to US 5 billion by 2004, India will, at a conservative
 estimate, capture US  billion of this market.
 
 The domestic market for e-solutions is expected to grow from a base of
  million in 2000 to 0 million in 2005.
 
 A new trend that has emerged is the outsourcing of large sized projects
 to Indian IT firms. However, the impact is slowly seen in the Indian
 market.
 
 Also increasing in demand is the BPO and ITES industries with India
 slowly becoming the hub for this.
 
 ROAD MAP
 
 Eonour has been evolving itself over the past 12 years in the IT
 solution space. From generic e- commerce and e-solutions, to SCM and
 EAI solutions, Eonour today has focused itself in the SCM domain. In
 years to come, Eonour's focus is to become a product company on SCM
 domain and with the synergy of STADS, Eonour has evolved into a One
 Source Solution Company.
 
 The vision of the management has seen the company to grow inorganically
 without diluting Eonour's core focus. This has seen the acquisition of
 four firms (and their merger into a single entity of STADS Private
 Limited) to address the networking solutions arena.  This has leveraged
 Eonour into the system integration arena.
 
 STADS Limited, a 100 per cent owned subsidiary of Eonour Tech, is a
 full-fledged provider of system integration and networking solutions.
 Their products and solutions address system integration solutions,
 software solutions, networking tools and solutions such as Local Area
 Network (LAN) and Wide Area Network (WAN) design, among others.
 
 The mission is to grow horizontally through;
 
 Strategic acquisitions.
 Strategic alliances.
 
 Leveraging on strong customer relationships and operational and
 technical excellence.
 
 Build a strong foundation of outstanding people and superior
 performance.
 
 Reaching full potential in the core business.
 
 Expanding into logical adjacent businesses surrounding that core.
 
 ALLIANCES
 
 Alliances have always proved fruitful to Eonour. The success story in
 South East Asia is the example. We are looking at such productive
 alliances in other parts of the globe - Europe and Middle East to widen
 our existing network.
 
 LEVERAGING ON CLIENTS 
 
 Eonour's repeat customers - to name a few: UPS of Singapore, Best Group
 HK, Legend Electronics HK, Hyundai Motors and L&T (LTM).
 
 We have executed different projects for these clients over the past
 year. The solutions provided by Eonour to these clients have also had a
 referral echo in the industry.
 
 FINANCE
 
 The unsecured loans obtained from First International Bank, USA, stood
 at Rs 12.81 cr as on 31 s't March, 2003.  This loan was guaranteed by
 US EXIM Bank. Apart from this, the company enjoyed a facility of Rs
 2.50 cr for foreign bills discounting with Canara Bank.  During the
 year, your company has availed Rs 76 lacs term loan for purchase of
 hardware. The company is confident of meeting its future liabilities.
 
 OUTLOOK
 
 Eonour has grown in leaps and bounds in the past five years. This has
 come about due to a very focused approach. We are moving up the path,
 keeping ourselves straddling with the latest in developments.
 
 With the bright outlook of IT industry, and with the consolidated
 strength, Eonour is confident in strengthening its presence in the IT
 arena. Eonour's goal is to be a total technology provider end-to-end.
 
 STRATEGY
 
 As the business expands aggressively, there will be growing pains and
 bottlenecks at every stage of growth.  We have seen the company grow
 last year despite adverse conditions causing a working capital gap in
 the company. There has been substantial growth in business, which has
 happened purely out of internal accruals. The company though
 conservative, as a matter of prudence did not resort to borrowings for
 its capital expenditure and other acquisitions. This has resulted in a
 strain on the working capital of the company.
 
 The company plans to come out with a GDR listing in Europe to mitigate
 this. Simultaneously, the company has decided to consolidate on its
 long term growth plans by restructuring its operations to ensure smooth
 functioning.
 
 Keeping with the above, the company intends to form independent
 strategic business units (SBU) to improve focus in operations and make
 functioning easy. Each SBU will seek strategic investment and partners
 to take it to higher levels.
 
 To start with, the company has initiated discussions with strategic
 investors to raise funding independently for its subsidiary STADS
 LIMITED.
 
 This move will make each division more profitable with strategic and
 local partners playing a role in increasing the respective business
 opportunities and overall profitability, which results in increased
 value for the shareholders.
 
 The company to unlock the value in the long term, is planning a listing
 for the independent SBUs. With this, the company can leverage better on
 future opportunities.
 
 In short, the company feels that the key for its growth is strategic
 investment/partnerships and that too in the respective geographic areas
 that the company is focused on.
 
 This strategy, the company feels, will help it grow fast into a
 multinational conglomerate in the area of technology.
 
 PERSONNEL
 
 During the year under review, no employee was drawing salary in excess
 of limits prescribed under Section 217 (2A) of the Companies Act, 1956.
 
 FIXED DEPOSIT
 
 Your company has not accepted any deposits and as such, no amount of
 principal or interest was outstanding at the date of the balance sheet.
 
 AUDITORS' REPORT
 
 The report of the Auditors of the company forms part of this Annual
 Report. In the report, the Auditors have made observations on certain
 items of accounts which, in their opinion, were to be qualified and
 highlighted to the shareholders of the company.
 
 It is related to receivables of Singapore Branch for Rs 18.56 cr and
 Chennai Branch for Rs 2.70 cr pending collection and also related to
 loans and advances for Rs 50.73 lacs and sundry creditors for Rs 45.63
 lacs and the Auditor had observed that already the confirmation of
 balances had been received and all other observations connected to it
 is self-explanatory.
 
 In relation to the receivables and loans and advances, pending
 collection, of both Singapore and Chennai Branch your company has
 initiated necessary steps to collect the amount and the management
 assures you that the money will be realised in the ensuing financial
 year earlier than expected. The company has also obtained letter of
 confirmation from the respective clients stating that the dues are to
 be treated as good and collectible and hence there is no need for
 provisioning.
 
 The creditors outstanding of Rs 45.63 lacs represents the amount
 payable to our outsourcing parties. The settlement of the amount is
 kept pending due to some disputes not resolved by the outsourcing
 parties and the process of sorting out the issue is going on. The
 management is hopeful of solving the issues amicably as it finds
 positive response from the outsourcing parties as well.
 
 The travelling expenses as reported by the Auditors have been incurred
 by the officials of the company purely for business purposes only which
 was paid through corporate credit cards. As observed by the Auditors of
 your company, the non-maintenance of supporting bills for the
 travelling expenses incurred is a non-compliance of the accepted
 accounting procedure for which the management wishes to express its
 regret and assures the shareholders that this kind of deviation will
 not recur in future. As a right step in this direction, the management
 has already implemented the system to strengthen the internal control
 procedure.
 
 Regarding observation in Note no. 10 of their report, the company has
 already initiated steps to strengthen efficient internal control
 system.
 
 Regarding the note in Point no. 15, there was delay only in certain
 months and that was subsequently paid. There are no dues as on date and
 the Directors are of hope that there will not be any delay in future.
 
 AUDITORS
 
 M/s. N.R. Suresh and Co., Auditors of the company have retired by
 rotation and having expressed their inability to continue, the Board
 has accepted their resignation and has recommended M/s.Vivekanandan
 Associates, Chartered Accountant, Chennai as auditors of the company
 for the ensuing financial year 2003-04 and their appointment will hold
 good till the conclusion of the next Annual General Meeting. The
 company has obtained a letter from M/s. Vivekanandan Associates
 expressing their willingness to be appointed as Auditors of the company
 and also the confirmation that if appointed will be within the limits
 as prescribed by Section 224 (1 B) of the Companies Act, 1956.
 
 DIRECTORS
 
 Dr. R.Natarajan and Mr. P.N.Vedanarayanan, retire by rotation .and are
 eligible for reappointment. Mr. Prasad resigned from the directorship
 on 15/03/2003. The Directors wish to place on record appreciation for
 the services rendered.
 
 CORPORATE GOVERNANCE
 
 Your company has complied with all the recommendations of the Kumar
 Mangalam Birla Committee on Corporate Governance constituted by the
 Securities and Exchange Board of India (SEBI). For 2002-03 the
 compliance report is provided in the Corporate Governance Report in
 this Annual Report.  The Auditor's Certificate on compliance with the
 mandatory recommendations of the committee is annexed to this report.
 In line with the committee's recommendations, the management's
 discussion and analysis of the financial position of the company is
 provided in this Annual Report.
 
 A separate report on Corporate Governance is also produced as part of
 the Annual Report.
 
 INFORMATION UNDER SECTION 217 (1)
 
 (e) OF THE COMPANIES ACT, 1956
 
 1. Conservation of Energy -       Not Applicable
 2. Technology Absorption -        Not Applicable
 
 FOREIGN EXCHANGE EARNINGS
 
 1. Earnings      :       Rs 70.38 cr
 2. Outgo         :       Rs 43.08 cr
 
 LISTING AT STOCK EXCHANGE
 
 The equity shares of the company are listed on the Stock Exchanges at
 The Chennai Stock Exchange, The Stock Exchange, Mumbai, Ahmedabad Stock
 Exchange and Madhya Pradesh Stock Exchange. The annual listing fee for
 the year 2003-04 has been paid to all these Stock Exchanges. Out of the
 total paid up capital of the company comprising of 8,14,51,006 Shares
 of Rs 2 each, 4,51,15,500 shares of Rs 2 each is listed on the stock
 exchanges where the securities of the company are listed.
 
 DIRECTORS' RESPONSIBILITY
 
 STATEMENT
 
 Pursuant to requirement under Section 217(2AA) of the Companies
 (Amendment) Act, 2000 with respect to Directors' Responsibility
 Statement, the Directors confirm that:
 
 1. In the preparation of the Annual Accounts, the applicable accounting
 standards have been followed
 
 2. Appropriate accounting policies have been selected and applied
 consistently and have made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company as at 31st March, 2003.
 
 3. Proper and sufficient care has been taken for the maintenance of
 adequate accounting records, in accordance with the provisions of
 Companies Act, 1956 for safeguarding the assets of the company for
 preventing and detecting fraud and other irregularities;
 
 4. The Annual Accounts have been prepared on a Going Concern Basis.
 
 ACKNOWLEDGEMENT
 
 Your directors have great pleasure to thank every one - the company's
 investors, customers, vendors, banks, US Exim Bank, Regulatory and
 Governmental Authorities and Stock Exchanges for their continued
 support for a smooth functioning of the company. Your directors would
 like to place on record their appreciation of the contributions made by
 employees at all levels in the company who through their competence,
 hard work, solidarity, co-operation and support have enabled the
 company to achieve consistent growth and make the company what it is
 today.
 
                                                    By Order the Board
 
                                                            R. Karthik
                                        Chairman and Managing Director
 Chennai , 06th September, 2003