Geodesic

The are delighted to present our report on the business and operations
 of the company for the year ended March 31, 2008.
 
 FINANCIAL RESULTS
 
                                                    (Rs   In Lacs)
 
 Year ended 31st March Particulars                 2008          2007 
                                                  Audited     Audited
 
 Net Sales/ Income from Operations              25,545.56   16,508.69
 Other Income                                    1,387.20      774.20
 Total Income                                     26,93276  17,282.89
 Total Expenditure                               10,466.72   5,722.75
 Gross Profit before interest, 
 depreciation and taxes                           16466.04  11,560.14
 Finance Cost                                       738.44      10.77
 Depreciation & Amortization                       3,12073   2,065.04
 Profit before tax                               12,606.87   9,484.33
 Provision for taxation                            1760.00    1,54.87
 Profit before deferred tax                       10846.87   9,329.46
 Deferred Tax (Credit)/Charge                       192.26     238.47
 Prior period expenses                               1.291      33.99
 Net Profit after tax                            11,040.42   9,433.94
 
 Appropriations:
 Balance brought forward                         14,383.63   6,176.10
 Transfer to General Reserve                      1,104.04     943.39
 
 Dividend:
 Interim (equity)                                   184.31     118.33
 Final (equity)                                   368.6111       8.33
 Preference dividend                                  5.45       8.25
 Tax on dividend:
 Interim (equity)                                    31.33      16.60
 Final (equity)                                      62.66      20.11
 Preference dividend                                  0.93       1.40
 Balance carried to Balance Sheet                23,663.12  14,383.63
 Paid - up equity share capital                 1843.0611       83.31
 Paid - up preference share capital                   --       165.00
 Reserves excluding revaluation reserves        42,093.25    28897.15
 Earning per share                                  12.09       10.57
 Diluted Earning per share                          12.00       10.47
 
 Your Company recorded a significant growth in its performance in the
 fiscal year 2007-08.
 
 Your company recorded a turnover of Rs. 269.33 crore which was higher
 by 64% as compared to last year. Income other than income from
 operations grew by 56% and stood at Rs. 1 387.20 Lacs as against Rs.
 774.2 Lacs for the previous year.  The profit after tax also showed a
 remarkable growth and grew by Rs. 9433.94 Lacs to Rs. 1 1,040.42 Lacs.
 A growth of almost 86%. Post Bonus, the EPS growth has been recorded at
 12.09%. Your management made all efforts to keep its promise of
 increasing revenues and market share while developing new products. The
 year witnessed wonderful results and the coming years hold promises
 with lot of new development in the company.
 
 BUSINESS RESULTS
 
 Your Company recorded a significant growth in its performance in the
 fiscal year 2007-08.
 
 Your company recorded a turnover of Rs. 269.33 crore which was higher
 by 64% as compared to last year. Income other than income from
 operations grew by 56% and stood at Rs. 1 387.20 Lacs as against Rs.
 774.20 Lacs for the previous year. The profit after tax also showed a
 remarkable growth and grew by Rs. 9433.94 Lacs to Rs. 1 1,040.42 Lacs.
 A growth of almost 86%. Post Bonus, the EPS growth has been recorded at
 1 2.09%. Your management made all efforts to keep its promise of
 increasing revenues and market share while developing new products. The
 year witnessed wonderful results and the coming years hold promises
 with lot of new development in the company.
 
 REVIEW OF OPERATIONS AND FUTURE OUTLOOK
 
 Your company had a successful fiscal 2008 and directors are pleased to
 report excellent performance for the year under review.  We continued
 to build exceptional market opportunities, broadened customer base and
 exerted to create a global community without barriers across platforms,
 devices and operating systems as best we can.
 
 The year gone by was very dynamic and encouraging. Your Company has
 been privileged to be associated with MIO Technology Limited, a leading
 maker of GPS devices as the latter has opted Mundu IM to be pre-loaded
 onto the Mio Digiwalker A702 GPS PDA Phone which was launched in
 September 2007. During the year under review, your Company along with
 Gothenburg Post, Sweden has launched GP-Qrir, an interoperable Instant
 Messenger on the desktop and mobile platform. The evolved capabilities
 of Mundu IM V4 has been introduced on Windows Mobile based Pocket PC
 devices, popular Sony Ericsson phones and iPhone Edition for the Apple
 iPhone and thus enable its users to have access to seamless chat across
 leading IM services AIM®, MSN®. Yahoo®, and Google Talk® - all through
 a single chat window.
 
 Geodesic Mundu Radio scaled new peaks by achieving Symbian Signed
 status for latest Nokia Smartphones. Geodesic signed an agreement with
 loWorld Media, one of the worlds largest internet radio stations to
 offer access to Internet radio stations as presets on its Mundu Radio.
 The synergy with to World Media will not only allow Mundu radio users
 to enjoy high quality mobile music experience but also bestow on them a
 large selection of music leading to a new era in mobile entertainment.
 
 Geodesic along with IDEA Cellular jointly launched IDEA Radio - a
 breakthrough technology, designed and optimized tor mobile operations,
 enables IDEAs 20 million subscribers to seamlessly tune into a range
 of exciting entertainment channels.
 
 AWARDS AND RECOGNITIONS
 
 Your Company has won several accolades and recognition during the
 fiscal 2008.
 
 Its Mundu Radio won the CNET Webware 100 Award for the Mobile
 Category. Winning this award in the Company of high caliber nominees
 such as google and yahoo proves the merit of our products.
 Additionally, PC Magazine-a renowned technology Magazine has rated
 Mundu IM V4 as one of the top 1 2 mobile applications in 2007.
 Munduspeak won Product of the year awards 2007-for innovative
 communication solutions awarded by TMCnet-Technology Marketing
 Corporation.
 
 Geodesic has reoriented itself to stay focused on providing users the
 power to communicate with family, friends and colleagues, efficiently
 over cost effective and preferred medium, access to data at home,
 office or on the web or simply tune into more than one lakh music
 streaming channels.
 
 Your management feels that the ensuing year will be full of ventures
 and adventures. The time to come should assure us in our business
 growth as well as creating an international brand.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Company has received exemption from the Ministry of Company Affairs
 pursuant to the requirement of Section 21 2(8) of the Companies Act, 1
 956, from annexing the subsidiary stand alone accounts and the
 documents mentioned in the aforesaid section in the Annual Report
 2007-08. However, the Company has presented in the annual report, the
 Consolidated Financial Statements of its subsidiaries duly audited by
 the statutory auditors.
 
 The Company has disclosed in the consolidated balance sheet of the
 Company with regard to Capital, reserves, total assets and liabilities,
 details of investment, profit before taxation, provision for taxation,
 profit after taxation and proposed dividend of each subsidiary. The
 detailed information will be made available to the investors seeking
 such information at any point of time.  Further, the annual accounts of
 the subsidiaries will also be kept for inspection at the registered
 office of the Company and also be made available at the annual general
 meeting.
 
 The Consolidated Financial Statements presented by your company is
 prepared in strict compliance with the Listing Agreement as prescribed
 by SEBI and in accordance with Accounting Standard (AS 21) issued by
 the Institute of Chartered Accountants of India.
 
 APPROPRIATIONS
 
 Dividend
 
 In view of the Companys profitable performance, the Directors declared
 an interim dividend of 10% on January 29, 2008 which was paid on
 February 20,2008
 
 Your Board is further pleased to recommend for approval of shareholders
 a final dividend @ 20% on equity shares of Rs. 2 each fully paid shares
 and any further shares that may be allotted by the company on
 conversion of ESOPs warrants prior to August 11, 2008 (being the
 beginning date of book closure period for the purpose of dividend
 entitlement). Together with the interim dividend, the total dividend
 for the year shall be 30% amounting to Rs. 553.1 3 Lakhs.. Distribution
 Tax both on the interim and final dividend is being borne by the
 Company.
 
 The dividend pay out for the year under review has been formulated in
 accordance with the Companys policy of striving to pay stable dividend
 linked to long term performance, keeping in view the Companys need for
 capital for its growth plans and the intent to finance such plans
 through internal accruals to the maximum. Your company continues to
 stick to policy of dividend payment in January and July every year.
 
 Transfer to reserves
 
 Your Company proposes to transfer Rs. 1 1 04.04 lakhs to the General
 Reserve out of the amount available for appropriations and an amount of
 Rs. 23878.75 lakhs is proposed to be retained in the Profit and Loss
 Account.
 
 Amalgamation of Picopeta Simputers Pvt Ltd, Bangalore (Picopeta) and
 Edot Solutions India Pvt. Ltd, Mumbai (Edot) with the Company.
 
 By an order dated November 23,2007 and December 13,2007 the Honble High
 Court at Bombay Judicature and Bangalore Judicature respectively has
 approved the Scheme of amalgamation of Picopeta and Edot with the
 Company. Merger of Picopeta and Edot with your Company is w.e.f. April
 01, 2007.
 
 The merger of these two companies has lead to streamline of the holding
 company structure and has bestowed a strong foundation and widespread
 pool of products, skills, talent under one umbrella which would help
 your company to become an international brand and to further widen its
 scope. Geodesic product spread is also widened with the merger,
 offering end to end solutions to the users.
 
 SUBSIDIARIES
 
 With your support and confidence in the company, your company has been
 growing at a pace. As on date your company has six (6) wholly owned
 subsidiaries in India and abroad.
 
 Foreign Subsidiaries
 
 Geodesic Information systems Inc (GISI), USA, Engage Solutions Limited
 (ESL), Hong Kong, Geodesic Information Systems AB (GISAB), Sweden,
 Geodesic Information Systems Pte Ltd. (GISPL), Singapore, Geodesic
 Technology Solutions Limited (GTSL), Hong Kong .
 
 Your Board has applied to ACRA (Accounting & Corporate Regulatory
 Authority) for the closure of Singapore subsidiary due to changes in
 policies and various management strategies, the management feels it
 isnt feasible to instigate its business operations in Singapore.
 
 Your Company has incorporated Geodesic Holdings Limited, wholly owned
 subsidiary in Mauritius to streamline the Companys stake in its
 subsidiaries and for a better integration and a smoother flow of
 information and operation. The Company was incorporated on April 08,
 2008. The effect of this company will be seen in the years to come.
 
 Indian Subsidiary
 
 During the fiscal 2008, Picopeta Simputers Pvt. Limited, wholly owned
 subsidiary of the company merged into the Company legdingto a stronger
 foundation and a widespread pool of products. As on date, the Company
 has only one Indian subsidiary -Chandamama India Limited
 
 Chandamama India Limited (Chandamama)
 
 Chandamama, a Geodesic group company and Indias oldest Childrens
 literature house commemorated its 60 years of history by releasing an
 Anniversary Book on April 17, 2008. The book comprises select stories
 spanning the different genres of stories that the magazine has
 published in the last six decades. The release was done by Mr. Amitabh
 Bachchan at a function held in Mumbai.
 
 Post acquisition Chandamama is on a major expansion drive. The print
 product is being re-launched and aggressively promoted across India and
 overseas. Chandamama is also foraying into films and video production
 with its bank of over 12,000 exclusive stories. Interactive books and
 CDs are also part of Chandamamas efforts to reach out, educate and
 entertain todays young minds.
 
 Chandomama made a rights issue for 25,00,350 equity shares of Rs. 10
 each at par for an amount aggregating to Rs. 250.035 lakhs to the
 equity shareholders on rights basis in the ratio of one equity share
 for every two equity shares held on the record date i.e. 15th December
 2007 (issue). Your Company was allotted 23,38,350 equity shares on
 the right basis.  As on date of this report, your company has acquired
 94.91% shareholding in Chandamama subsidiary.
 
 A statement under section 21 2 of the Companies Act 1 956, in respect
 of the wholly owned subsidiaries of your company also forms a part of
 the annual report. This statement talks of both Indian as well as
 foreign subsidiaries of the company.
 
 COMPANY FINANCE Equity Share Capital
 
 The paid up equity share capital of the company has been increased from
 Rs. 1183.30 Lacs divided into 59,1 65,257 equity shares of Rs. 2 each
 to Rs. 1843.06 Lacs divided into 92,152,939 shares of Rs. 2 each (as on
 31st March 2008) consequent to:
 
 FCCB Issue
 
 The Company had successfully launched US5 million unsubordinated,
 unsecured foreign currency zero coupon convertible bonds due 2013 (the
 Bonds) in January 2008 with the approval of RBI. The Bonds are listed
 on the official list of the Singapore Exchange Securities Trading Ltd
 (the Singapore Stock Exchange). The Bonds will be convertible into
 Geodesic ordinary shares, quoted in Indian Rupees (Rs). The five year
 Bonds are expected to carry a yield to maturity of 6.60% per annum. The
 Bonds will be issued at par and redeemed at 138.3826% on maturity.
 Citigroup Global Markets Limited was the Sole Global Coordinator and
 Lead Manager for the offering. The Company intends to use all or
 substantially all of the proceeds from the issue of the Bonds for
 overseas acquisitions and investments in joint ventures/wholly owned
 subsidiaries and for any other use as may be permitted under applicable
 laws or regulations from time to time.
 
 EMPLOYEE STOCK OPTIONS
 
 Your management believes that grant of stock options to employees is a
 time tested and well established mechanism to align the interest of
 employees with those of the Company, to provide them with an
 opportunity to share the growth of the Company as also to foster
 long-term commitment.
 
 Geodesic ESOP Plan 2002 has been a very effective tool for rewarding
 and retaining the employee talent in Geodesic for past 5 years now.
 
 The Employees Stock Compensation Committee, constituted in accordance
 with the Securities and Exchange Board of India
 
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 administers and monitors the Scheme.
 
 Your management has granted 1 2,00,000 options to the eligible
 employees of the company and its subsidiary during the year.
 
 Also 4,00,000 options vested during the year. As on 31st March 2008,
 out of the total options granted and vested, employees have exercised
 589,948 options that are converted into even number of equity share of
 Rs. 2 each. A total of 21,60,295 options are outstanding to be
 exercised under the ESOP plan as on that date.
 
 Neither any employee has been granted Options equal to or exceeding 1%
 of the issued capital (excluding outstanding warrants and conversions)
 of the Company at the time of grant, nor has any employee been granted
 options amounting to 5% or more of the total options granted during the
 year.
 
 As on the date of this report, after closure of the financial year
 53,635 options were exercised and converted into even number of equity
 shares of Rs. 2/-each.
 
 LISTING OF EQUITY SHARES
 
 Your companys scrip is listed on the NSE (National Stock Exchange of
 India Limited) and BSE (The Bombay Stock Exchange Limited, Mumbai).
 Further the new allotment of equity shares (Rs. 2 each) on account of
 issue of bonus shares, conversion of warrants and employees stock
 options were duly listed with BSE as well as NSE. The entire paid up
 equity capital is listed on both the exchanges as on date.
 
 Your scrip forms a part of BSE 500 and BSE MIDCAP indices on BSE.
 
 LISTING OF FCCB BONDS
 
 Your Company has issued FCCB Bonds aggregating to US $ 125 million and
 the said Bonds are listed and traded on Singapore Exchange Securities
 Trading Limited (SGX-ST)
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposit from the public during
 the year under review.
 
 DIRECTORS
 
 Mr. Rahul Patwardhan, Non-Executive Director has resigned from the
 Board of Directors of the Company w.e.f. April 24, 2008 and he ceased
 to be a Director of the Company with immediate effect. Your Board
 places on record its sincere appreciation for the remarkable efforts
 and support provided by Mr. Patwardhan in its arduous times. Mr. Nitin
 Potdar, senior lawyer and partner at JSA Associates has consented to
 join the Board as independent director. He has expertise in Foreign
 Collaborations & Joint Ventures, Mergers & Acquisitions, Takeovers,
 Corporate Commercial, Securities laws and other allied matters.
 
 Mr. Nitin Potdar was appointed as Additional Directors on April 24,
 2008. As per the provisions of Section 260 of the Companies Act, 1 956,
 he holds office only up to the date of the forthcoming Annual General
 Meeting of the Company. The Company has received notice under Section
 257 of the Act along with the requisite deposit, proposing his
 appointment as a Directorof the Company. Resolution seeking approval of
 the Members for the appointment of Mr. Nitin Potdaras Director of the
 Company have been incorporated in the Notice of the forthcoming Annual
 General Meeting along with brief details about them.
 
 Your company as on date has eight (8) Directors comprising of five (5)
 non executive directors, this makes an optimum combination of executive
 and non- executive directors in compliance with the norms of corporate
 governance as per provisions of the listing agreement with stock
 exchanges.
 
 Dr. Shashikant Kelkar and Mr. Vinod Sethi, independent directors of the
 company retire by rotation at the conclusion of the ensuing Annual
 General Meeting and being eligible, offer themselves for
 re-appointment. Resolutions for the re-appointment will be placed for
 your approval at the forthcoming Annual General Meeting. Brief resume
 of the directors retiring by rotation and proposed for reappointment
 are given under the report on Corporate Governance section of the
 Annual Report.
 
 HUMAN RESOURCE
 
 At Geodesic, we believe highly trained and motivated people are not
 only critical to the success but also key driving force of the
 organisation. To achieve this, we focus on attracting and retaining the
 best people possible. A combination of strong brand name, congenial
 working environment and competitive compensation programs enables us to
 attract and retain these talented people.
 
 At Geodesic, work culture involves challenge, healthy competition,
 constructive rule-breaking and above all fun. Each employee becomes a
 part of the Geodesic family, which extends beyond the boundaries of
 work. Each Geodesic employee is a unique piece which fits into the jig
 saw puzzle that is running this organization in achieving quality
 products that suit the customers needs.
 
 Our human resources department is centralized at our corporate
 headquarters in Mumbai and partially at Bangalore functions across all
 of the business segments. We have implemented corporate-wide
 recruiting, training, and performance evaluation and compensation
 programs that are tailored to address the needs of each of our business
 segments.
 
 High retention has been achieved by continuously upgrading competencies
 of the employees while our focused initiatives at creating a work life
 balance also serves as a powerful tool to increase retention, in
 addition to other factors such as best pay packages and entrepreneurial
 work styles and vibrant work environment. Despite the entire industry
 reeling under high attrition rates, we take great pride in saying that
 the attrition rate at Geodesic is very low. At Geodesic, our employee
 strength worldwide is more than 350 with people at various levels
 joining regularly.
 
 Our performance management system is primarily based on values and
 competencies. At the apex level, we closely monitor the growth and
 development of the top talent in the organization so that their
 personal ambitions and the organizations aspirations are closely
 matched.
 
 Some of the key recruitments over the past one year include
 
 Mr. Sanjay Ramakrishnan joined us as Vice President of Web Marketing.
 His previous assignments included Google (Head of Marketing - Consumer
 Products), Intel, World Space and Spice Tele.
 
 Jeff Peddle joined us as Vice President-Sales and Business Development.
 He has a total work experience of 1 5 years, and was earlier associated
 with Acorntek Inc., Delivery Network Inc, and ADVAL Messaging
 Solutions.
 
 Arnab Ganguly joined us as AVP - Business Development and Sales. He has
 more than 10 years of work experience.  Priorto joining us, Arnab was
 working with Xalted Information Systems, Ariba Inc., and IBM Global
 Services.
 
 Krishna Kant joined us as Project Manager. He has a total work
 experience of 8.5 yrs and was earlier working with Tata Consultancy
 Services.
 
 Sujoy Chaudhuri also joined us as a Senior Project Manager. He has
 around 1 6 years of work experience. He has been working for
 philanthropic research and as an independent consultant for software
 and application tools development.
 
 Navin Kumar joined us as Sr. Manager - Technical Business Development.
 He has a total work experience of 9 years and was earlier associated
 with Motorola, Mascon Communication Technologies, Infosys and Nortel.
 
 Your Company appointed Mr. Subramanyan as the CEO of Chandamama India
 Limited.  Previously he was in charge of Jasubhai Digital Media.
 
 Geodesic Culture & Knowledge Management
 
 Geodesics emphasis on innovation and commitment to cost containment
 means each employee is a hands-on contributor.  Theres little in the
 way of corporate hierarchy and everyone wears several hats. At
 Geodesic, we believe in transparency, flexibility, interaction,
 integration of thoughts, ideas, culture, values and results across the
 organization irrespective of hierarchy.
 
 Though growing rapidly, Geodesic still maintains a joint family feel,
 At Geodesic, there are constant picnic held, various events including
 quiz competitions, games and also various festive celebrations.
 
 Knowledge Management (KM) at Geodesic allows Geodesic Minds to tie
 together the collective experiences and knowledge towards better
 product delivery, individual and organizational excellence. Each
 employee is encouraged to come out with ideas which will aid in
 innovative product development or marketing strategies.
 
 Our culture resonates with our goals to create an open and transparent
 organization in which knowledge is created and shared in a supportive
 environment where creativity and innovation are highly valued.
 
 PARTICULARS OF EMPLOYEES
 
 The particulars of employees of the company who are in receipt of
 remuneration, in excess of the limit under sub-section (2A) of Section
 21 7 of the Companies Act, 1 956, as amended, read with the Companies
 (Particulars of Employees) Rules, 1975, for the year ended 31st March,
 2008 is annexed hereto with the report.
 
 CORPORATE GOVERNANCE
 
 Your Company continues to be a pioneer in benchmarking our corporate
 governance policies with the best in the world.
 
 Our efforts are widely recognized by our investors in India and abroad.
 Your company believes it to be essential towards fostering and
 maintaining various stakeholders confidence.
 
 Geodesic believes in managing its affairs with diligence, transparency,
 accountability and responsibility. Good corporate governance is the
 integral part of the Companys value system.
 
 A certificate from the Auditors of the Company regarding compliance
 with the provisions of Corporate Governance as stipulated under Clause
 49 of the Listing Agreement and Corporate Governance Report is provided
 elsewhere in the Annual
 
 DEMATERIALIZATION OF SHARES
 
 As you are aware your company has connectivity with both the
 depositories functioning in India, NSDL and CDSL. The ISIN of the scrip
 is INE371 D01029. As on 31st March 2008, 98.99% of the total equity
 capital of the company was held in dematerialized form.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO U/S 217(e) OF THE COMPANIES ACT, 1956.
 
 a) Conservation Of Energy
 
 Being a software company, energy costs constitute a small portion of
 the total cost and such operations are not energy intensive. There is
 not much scope for energy conservation. However, we ensure to undertake
 all possible measures so as to reduce energy consumption in the company
 premises by using energy efficient computers and other equipments.
 Proper maintenance of these equipments is ensured so as to prolong the
 efficiency of these machines. Form A is not applicable for software
 industry.
 
 b) Technology Absorption: Not Applicable
 
 c) Foreign Exchange Earnings And Outgo
 
 During the year your company has expanded its 100% Export oriented unit
 division registered with STPI. The export performance of the company
 scaled well. The information on Foreign Exchange earnings and outgo is
 contained in Point 1 7 to Schedule 22 to Accounts.
 
 AUDITORS
 
 The auditors M/s Borkar & Muzumdar, Chartered Accountants retire at the
 conclusion of the ensuing Annual General Meeting and have confirmed
 their eligibility for re-appointment.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 21 7(2AA) of the Companies Act, 1 956, your
 directors confirm that: in the preparation of the annual accounts, the
 applicable accounting standards have been followed and that there are
 no material departures; they have, in selection of accounting policies,
 consulted the statutory auditors and have applied them consistently and
 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 at the
 end of the financial year ended 31st March, 2008 and of the profit of
 the company for that year.  they have taken proper and sufficient care
 to the best of their knowledge and ability for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1 956 for safeguarding the assets of the company and for
 preventing and detecting fraud and other irregularities.  they have
 prepared the annual accounts on a going concern basis.
 
 ACKNOWLEDGMENT
 
 The Board takes this opportunity to thank all its employees for their
 dedicated service and firm commitment to the goals of the Company. The
 Board also wishes to place on record its sincere appreciation for the
 wholehearted support received from shareholders, bankers and all other
 business associates, as also from the neighborhood communities of the
 various Geodesic locations.
 
 We look forward to continued support of all these partners in progress.
 
                                    On Behalf of the Board of Directors
 
 Place : Mumbai                       Pankaj Kumar      Kiran Kulkarni
 Dated : July 7,2008                   Chairman       Managing Director