The Members of
 
 Glodyne Technoserve Limited
 
 The Directors have pleasure in presenting the Fourteenth Annual Report
 of your Company, together with the Audited Accounts for the financial
 year ended March 31, 2011.
 
 FINANCIAL RESULTS:                                       (Rs. in Lakhs)
 
 Particulars              Standalone            Consolidated
                          Year Ended     Year Ended        Year Ended
                      March 31, 2011   March 31, 2011    March 31, 2010
 
 Total Income              98,881.83       175,145.79         74,294.27
 
 Profit / (Loss) 
 Before Taxes              20,025.01        23,295.77         12,996.74
 
 Less: Provision for 
 Income Tax (net off
 short / (excess) 
 provision                  5,100.00         5,205.00          2,570.72 
 for earlier years)
 
 Less: Provision for 
 deferred tax/wealth
 Tax /fringe benefit tax       508.85           571.52            715.99
 
 Add: Adjustment on 
 account of Alignment 
 in Accounting Policy           -                -               325.91
 
 Profit / (Loss)
 After Taxes               14,416.16        17,519.25         10,035.94
 
 Less: Transfer to 
 Minority Interest              -              107.70             35.89
 
 Profit available for 
 Appropriation             14,416.16        17,411.55         10,000.05
 
 Less: Transfer to 
 General Reserve            1,441.62         1,441.62          1,917.19
 
 Less: Proposed 
 Dividend @ Rs. 4.2 
 per share                  1,845.80         1,845.80          1,103.70
 
 Less: Provision for 
 Tax on Dividend              299.44           299.44            183.31
 
 Add: Balance brought 
 forward from previous 
 year                      17,853.74        18,930.69         13,015.67
 
 Less: Transfer from 
 Debenture Redemption 
 Reserve                       -                -                42.00
 
 Less: Utilized for 
 bonus issue of shares         -                -               118.73
 
 Balance carried to 
 Balance Sheet             28,683.04        32,755.39        19,734.79
 
 REVIEW OF PERFORMANCE:
 
 On a Consolidated basis, your Company has recorded a total income ofRs.
 175,145.79 Lakhs for the financial year ended March 31, 2011, an
 increase of 133% compared to last year''s figure ofRs. 74,294.27 Lakhs.
 The Earnings before Interest, Tax, Depreciation and Adjustments
 (EBITDA) stood atRs. 31,625.20 Lakhs as compared to last yearsRs. 17,107.03
 Lakhs, recording a growth of 85%. The Company''s profit after tax stood
 at Rs. 17,411.55 Lakhs as compared to previous year''s Rs. 10,000.05 Lakhs,
 recording a growth of 74%. The Consolidated Results of last year
 included 9 months'' financials of DecisionOne Corporation, U.S.A., a
 Company acquired by your Company in the year and therefore may not be
 strictly comparable with previous year consolidated results.
 
 DIVIDEND:
 
 Enthused by the continued impressive performance of your Company during
 the year under review, with expansion of its top line and bottom line,
 and following the Company''s policy for dividend payout, your Directors
 recommend for your approval, a dividend of Rs. 4.20/- on equity share of
 Rs. 6/- each, (Previous year a dividend of Rs. 4.20/- on equity share of Rs.
 10/- each).  Considering the split of equity shares during the year
 from the face value ofRs. 10/- each to face value ofRs. 6/- each, the
 effective dividend for the year under review works out at 70% compared
 to 42% of the previous year. The dividend amount will absorb a total Rs.
 1845.80 Lakhs, excluding corporate tax on dividend.
 
 The register of members and share transfer books will remain closed on
 September 15, 2011 and the dividend will be paid to members whose names
 appear in the Register of Members as on September 14, 2011; in respect
 of shares held in dematerialised form, it will be paid to members whose
 names are furnished by National Securities Depository Limited and
 Central Depository Services (India) Limited, as benefcial owners.
 
 FINANCE AND CAPITAL STRUCTURE:
 
 A) Strategic Acquisitions / Mergers:
 
 Overseas Acquisition:
 
 Your Company continued on its growth path through a healthy mix of
 organic and inorganic route. As a part of this strategy and in a major
 leap towards expanding its presence in one of the largest IMS market in
 the world i.e. US, the Company during the year acquired DecisionOne
 Corporation.
 
 DecisionOne is one of the largest, Profitable pure-play technology IMS
 companies in North America, with revenue of 0 million. DecisionOne
 has extensive capabilities in providing onsite and remote IMS in the
 U.S. and Canada. Among its key clients are a number of large enterprise
 customers including Fortune 500 companies and virtually every major IT
 manufacturer and IT service provider. The acquisition will significantly
 enhance Glodyne''s position in the 4 billion global technology IMS
 opportunity and strengthen its global reach with a robust onsite-remote
 IMS delivery model. Glodyne expects to significantly strengthen its
 position in the North American market with the addition of marquee
 clients and highly skilled professionals. The transaction also deepens
 and broadens the service offering portfolio across many segments,
 including: data center, networking, server, workstation, and storage
 services, as well as application management and remote technology
 infrastructure management services. Company paid a Enterprise Value of
 US $ 104 million for the acquisition, which was funded by a combination
 of the debt, equity and internal accruals. The Company has been working
 on the integration process of DecisionOne with your Company.
 DecisionOne is one of the subsidiary companies of Glodyne.
 
 B) Sub division (split) of equity shares:
 
 During the year under review, as per the approval granted by the
 members of the Company at the 13th Annual General Meeting, the Company
 has subdivided its equity share of face value ofRs. 10/- each to the face
 value Rs.6/- each. As on March 31, 2011, the paid-up equity share capital
 is Rs. 26,29,51,680 divided into 4,38,25,280 equity shares of Rs. 6/- each.
 Pursuant to subdivision, 5408 equity shares have arisen which as per
 the shareholder consent have been issued in name of the Independent
 Directors who held the said shares in trust. Accordingly the
 proportionate amount on sale of shares is being distributed to the
 entitled shareholders.
 
 C) Increase in Share Capital:
 
 During the year, pursuant to the amalgamation of Compulink Systems
 Limited and Broadllyne Technologies Limited with the Company, the
 authorized capital of the Company increased by Rs. 15 Crores and Rs. 1
 Crores respectively. Further, the Company increased its Authorized
 Capital and the Capital as on March 31, 2011 stood atRs. 59.10 Crores,
 consisting of Nine Crore Equity Shares of Rs.6/- each and Eighty Five
 Lakhs Preference Shares of Rs.6/- each.
 
 The Company has also issued and allotted:
 
 a) 5,28,403 equity shares of the face value of Rs. 10/- each (pre
 subdivision) to the shareholders of Compulink Systems Limited (CSL) on
 approval of Scheme of Amalgamation of CSL with the Company, the equity
 share capital of the Company is increased from 2,39,75,913 equity
 shares to 2,45,04,316 equity shares.
 
 b) 17,20,284 equity shares of the face value of Rs. 10/- each (pre
 subdivision) to the shareholders of Broadllyne Technologies Limited
 (BTL) on approval of Scheme of Amalgamation of BTL with the Company,
 the equity share capital of the Company is increased from 2,45,04,316
 equity shares to 2,62,24,600 equity shares.
 
 c) 79,988 equity shares of the face value of Rs. 10/- each (pre
 subdivision) on exercise of Stock Options under the Employee Stock
 Option Scheme of the Company during the year.
 
 d) 14,53,221 equity shares of the face value ofRs. 10/- each (pre
 subdivision) on preferential basis in accordance with the consent of
 the shareholders at the Extra Ordinary General Meeting held on June 10,
 2010 and SEBI (ICDR) Regulations to the foreign shareholders with the
 intend of utilizing the funds for the Company''s acquisition. The
 details of the utilization of funds have been provided by the Company
 to the Stock Exchanges in accordance with the requirement of the
 Listing Agreement.
 
 e) 6,00,000 Convertible warrants atRs.180/- per warrant issued to Glodyne
 Global Pvt. Limited, a promoter group Company.  Post sub-division of
 the shares of the Company, the no. of warrants has proportionately
 increased to 10,00,000 warrants, carrying the right to apply and seek
 allotment of one equity share of Rs. 6/- each and at a premium of Rs. 426
 per share i.e. total of Rs. 432 per share. Warrants issued to the
 promoters'' group Company are pending exercise of options for acquiring
 equal number of equity shares, on or before December 22, 2011.
 
 As a result of the above, as on March 31, 2011, the Company''s paid up
 capital stood increased to Rs. 26,29,51,680 consisting of 43,825,280
 equity shares of Rs.6/- each.
 
 DIRECTORS:
 
 Pursuant to the provisions of the Companies Act, 1956 and in accordance
 with the Articles of Association of the Company Mr. Dhiren B. Kothary
 will be retiring by rotation at the ensuing Annual General Meeting In
 accordance with Company''s policy for rotation of independent Directors,
 Mr. Dhiren Kothary would retire from the directorship. The Board of
 Directors puts on record its appreciation towards the contribution made
 by Mr. Kothary to the Company over the years.
 
 Subsequent to the year end, the Board of Directors has approved the
 appointment of Mr. Bryan Sanderson, Dr. Mohan Kaul & Mr. Samar Ray as
 Additional Directors on the Board.
 
 Shareholders attention is drawn to the relevant items appearing in the
 Notice of the A.G.M. and the explanatory statement, seeking the
 approval of the members in this matter.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 During the year and pursuant to the approval of the shareholders at
 their meeting held on December 24, 2010, the Company has formulated
 Glodyne Employee Stock Option Scheme 2010. The Stock Options under this
 Scheme & earlier ESOS Scheme ESOS 2006 were also increased
 proportionately to give effect to the split of the face value of the
 equity share of the Company from Rs. 10/- each to Rs. 6/- each.
 
 In accordance with the Employee Stock Option Scheme, 2006 & Glodyne
 Employees Stock Option Scheme, 2010 of the Company, a total number of
 60,000 Stock Options (post subdivision no.) & 11,80,980 Stock Options
 (post subdivision no.) respectively were granted during the year by the
 Compensation Committee. The particulars required under the SEBI
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999 are annexed to and form part of this report.  No
 employee was issued stock option during the year equal to or exceeding
 1% of the issued capital of the Company at the time of grant.
 
 The issuance of equity shares pursuant to exercise of Options does not
 affect the profit and loss account of the Company, as the exercise is
 made at the market price as per SEBI Guidelines.
 
 CORPORATE GOVERNANCE
 
 Your Company has complied with the Corporate Governance norms as
 stipulated under the provisions of the Listing Agreement entered into
 with the Stock Exchanges. A separate section on Corporate Governance
 Report and a Certifcate from the Company''s Statutory Auditors
 confirming compliance with the conditions of Corporate Governance by
 the Company as stipulated in Clause 49 of the Listing Agreement are
 annexed to and forms part of this report.
 
 STATUTORY INFORMATIONS:
 
 CONSERVATION OF ENERGY, EFFORTS FOR EXPORT MARKET DEVELOPMENT, R & D
 ACTIVITIES, FOREIGN EXCHANGE EARNINGS & OUTGO AND TECHNOLOGY
 ABSORPTION:
 
 As required under Section 217(1) (e) of the Companies Act, 1956 and the
 rules made thereunder, the necessary details are given hereunder:
 
 Conservation of Energy
 
 At your Company''s Offices and facilities we make efforts to conserve
 energy as various levels and also make use of equipments which would
 save energy. In the internal IT set up owned by the organization, the
 Company uses technology equipments which make optimal use of energy
 resources, at all the stages of its activities.
 
 As your Company''s business comprises of Technology IMS and Software
 Services and related activities, the operations are not energy
 intensive. Hence there are no particulars required to be furnished in
 respect of conservation of energy.
 
 Export Market Development
 
 The Company has been providing services to client in the US market. The
 Company has been making efforts for further client mining in the
 geographies for export development. Subsequent to the acquisition of
 DecisionOne and integration of the US Company with parent company, the
 Company expects to provide offshore services to a larger client base in
 US, and thereby trying to increase the export revenues.
 
 Research & Development Activities
 
 Your Company has undertaken programs in the Technology IMS Market in
 India which are focused on the Social Sector schemes. The Company
 invests and carries out the research and development activities for
 upgrading its products and services delivered to its customers. For
 such purposes, some of the specifc areas like process changes for
 service delivery up gradation / customization of the products /
 solutions offered by the Company, version enhancements, security
 features are being carried out by the Company. Your company has
 developed its own applications and service capabilities to cater to
 large scale technology programs deployed in the social sectors / e -
 governance programs.
 
 Foreign Exchange Earnings and Outgo / Technology Absorption
 
 During the year under review, the Company has earned Rs. 15,223.80 Lakhs
 in foreign currency (Previous year Rs. 11,200.41 Lakhs) and has spentRs.
 37.28 Lakhs (Previous year -Rs. 17.95 Lakhs). Details of the same are
 available vide note nos. B - 6 & 7 of the Notes in Schedule L forming
 part of the Audited Accounts, attached herewith.
 
 The Company has not imported any foreign technology & hence the
 requisite particulars in this regard are Nil.
 
 DISCLOSURE OF PARTICULARS UNDER SECTION 217(2A):
 
 The disclosure about the details of the employees drawing remuneration
 in excess of the limits specifed under Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of employees) Rules,
 1975, during the year under review forms part of the Directors'' Report.
 However, having regard to the provisions of Section 219 (i) (b) (iv) of
 the Companies Act, 1956, the Annual Report excluding the aforesaid
 information is being sent to all the shareholders of the Company and
 others entitled thereto. Any shareholder interested in obtaining a copy
 of the same may write to the Company Secretary at the Registered Office
 of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Directors hereby confirm:
 
 (i) that in the preparation of the accounts for the financial year ended
 March 31, 2011, the applicable accounting standards have been followed
 along with proper explanation relating to material departures;
 
 (ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 under review
 and of the profit for the year under review;
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the Directors have prepared the accounts for the financial
 year ended March 31, 2011 on a going concern basis.
 
 SUBSIDIARY COMPANIES:
 
 As on March 31, 2011, your Company''s subsidiaries included Glodyne
 Peoplepower Limited, Smaarftech Technologies Private Limited, Glodyne
 Technoserve Inc. and its step down subsidiaries including DecisionOne
 Corporation USA and its 2 subsidiaries and Compulink USA Inc.,
 Compulink Software Pte. Ltd., Compulink Europe Ltd.
 
 Ministry of Corporate Affairs has granted general exemption under
 Section 212(8) of the Companies Act, 1956 exempting companies from
 attaching copies of the Balance Sheet, Profit and Loss Account, Reports
 of the Board of Directors and Auditors of Subsidiaries as specified
 under Section 212(1) of the Companies Act, 1956 subject to publication
 of certain summarised financial information of the subsidiaries in the
 Annual Report. Accordingly these documents related to subsidiaries are
 not attached to the Balance Sheet and the summarised financial
 information related to subsidiaries is included in the Annual Report.
 The annual accounts of the subsidiaries along with the related
 information will be made available to the Members seeking such
 information at any point of time. The annual accounts of the
 subsidiaries are also available for inspection during business hours at
 the Registered Office of the Company for inspection by any interested
 shareholder.
 
 FIXED DEPOSITS:
 
 The Company has not accepted any deposits falling within the purview of
 Section 58A of the Company''s Act, 1956 during the year under review,
 and as such, no principal or interest amount was outstanding on the
 date of the Balance sheet.
 
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
 
 Green Initiative
 
 The Ministry of Corporate Affairs (MCA) has taken a Green Initiative
 in Corporate Governance vide Circular No. 17/2011 dated 21.04.2011 and
 Circular No. 18/2011 dated 29.04.2011, respectively, by allowing
 paperless compliances by companies through electronic mode. Companies
 are now permitted to send various communications / documents (including
 Notice of General Meetings, Audited Financial Statements, Directors''
 Report, Auditors'' Report and all other documents including Postal
 Ballot documents) to its Members, through electronic mode, to the
 registered e-mail addresses of the Members.
 
 Your Company proposes to henceforth effect all communications /
 documents, as may be allowed from time to time, including Annual Report
 for the Financial Year 2010-11, in electronic form to its Members, to
 the e-mail address provided / updated by you and made available to the
 Company by the Depositories, which will be deemed to be your registered
 e-mail address for serving the necessary communications / documents.
 Your Directors also request you to register your e-mail address with
 your DP for the purpose of serving of documents by the Company in
 electronic mode, if your e-mail address is not registered with your
 Depository Participant (DP).
 
 Glodyne Care Foundation
 
 We are committed to contributing to the society and initiated setting
 up of Glodyne Care Foundation, a not-for-Profit trust setup to support
 our social initiatives. The foundation is setup to promote the object
 of imparting education, providing medical aid, helping the poor etc.
 The Foundation embodies corporate systems and processes driven
 organization operating on a not for Profit basis, with the overall aim
 to create and support meaningful and innovative activities that will
 address some of India''s most pressing development challenges. The
 Foundation is being formed with an initial contribution of Rs. 1 Lakh.
 
 AUDITORS:
 
 The Present Statutory Auditors of the Company M/s. N M Kapadia & Co,
 Chartered Accountants, Mumbai, hold their Office until the conclusion of
 the ensuing Annual General Meeting. The present auditors have confirmed
 their willingness and eligibility under Section 224(1B) of the
 Companies Act, 1956 for their reappointment for the financial year
 ending 2011-12 at a remuneration to be decided by the Board of
 Directors or Committee thereof.
 
 Your Directors recommend their re-appointment at the ensuing Annual
 General Meeting for your approval.
 
 M/s. Kreischer Miller has carried out the US GAAP audit and S.R.
 Batliboi & Associates has carried out the Indian GAAP Audit of
 DecisionOne Corporation - largest subsidiary of your Company.
 
 HUMAN CAPITAL:
 
 The Company has expanded its human capital through organic hiring as
 well as addition through the acquisitions it did. In the Company there
 are stringent selection processes to ensure fairness and employment of
 the quality resources. The Company carries out various initiatives for
 the talent management within the organization and to this intent,
 various employee centric programs such - Glodyne Care, Excellence
 workshops, Glofest etc have been designed and are carried out. These
 various initiatives are aimed to promote healthy competition, motivate
 the workforce, and aligning them to the organization''s objectives.  The
 attrition rate of your company''s employees'' has been below the industry
 average. Your Company provides opportunities to the employees for
 growth in congruence with the Company''s goals.
 
 QUALITY INITIAVIES:
 
 The Company being the Service industry follows norms and procedures of
 international standards. The Company has been certified with by
 International Organization for Standardization (ISO) with ISO 27001,
 the highest certifcation standard on information security. The Company
 is also an ISO 9001:2000 certified and CMMi level 3 compliant Company.
 
 AWARDS & ACCOLADES:
 
 During the year under review, your Company was awarded with the
 following Awards:
 
 - Maharashtra IT 2010 award
 
 - Best Under a Billion award for the year by Forbes Asia
 
 - Deloitte Technology Fast 500 AsiaPac and Fast 50 India programs
 
 - Super ranked 4th by Business Standard
 
 - Ranked 8th by India Inc amongst the best performing midsized
 companies in the year
 
 ACKNOWLEDGEMENTS:
 
 The Board of Directors put on record their sincere thanks to the
 clients, business partners, bankers, media, analysts, research houses
 for their continued support and co-operation.
 
 Your Directors place on record their appreciation for the business
 associates and shareholders. Your Directors also thank all the
 Government and regulatory authorities connected with the Company''s
 business for their support during the year.
 
 Your Directors also appreciate and value the contribution of each
 member of Glodyne family including the contribution of the employees at
 all levels in the growth of the organization.
 
                                          For and on Behalf of the Board
 
                                          Sd/-
 Place : Mumbai                           Annand Sarnaaik
 
 Date   : August 05, 2011                 Chairman & Managing Director