1) COMPANY OVERVIEW:
 
 Glodyne Technoserve Limited (''the Company) is engaged in
 Technology Infrastructure Management Services and Application Software
 Services including providing turnkey solutions for large scale
 technology projects, technology maintenance and management in India and
 Overseas. The Company has head quarters at Mumbai, India.
 
 a.  Term/rights attached to shares
 
 (i) The company has only one class of equity shares having a par value
 of Rs. 6/- per share. Each holder of equity shares is entitled to one
 vote per share. The company declares and pays dividends in Indian
 rupees. The dividend proposed by the Board of Directors is subject to
 the approval of the shareholders in the ensuing Annual General Meeting.
 
 In the event of liquidation of the Company, the holder of Equity Shares
 will be entitled to receive the remaining shares of the company, after
 distribution of all Preferential amounts. The distribution will be in
 proportion to the number of Equity Shares held by the Shareholders.
 
 (ii) The authorised capital of the company also comprises 85,00,000
 number of preference shares of Rs. 6/- each.  However the company has not
 issued the same for subscription.
 
 b.  Shares reserved for issue under options:
 
 The company has stock option scheme for its employees and employees of
 its subsidiary companies. As on 31st March, 2012 number of options were
 outstanding 22,79,293 (22,59,355 shares).  Each option gets converted
 into 1 equity share. For further details refer to note no 41.
 
 c.  During the year, the Company has granted 6,80,220 (12,40,980)
 options. The Company follows intrinsic value method to account for
 Employee compensation costs in respect of grant of options.  The
 employee compensation cost equals to the difference between the market
 price of the shares covered under the options as on the day before the
 date of grant and the exercise price. As a result, intrinsic value of
 these options for the current financial year amounted to Rs. 21.19 Lakhs
 (Rs. NIL) and the same has been reflected under Expense on Employee Stock
 Option Scheme and credited to Stockoption outstanding account.
 
 # During the year, Rs. 4,260.00 Lakhs has been credited to Securities
 Premium Account on account of conversion of 10,00,000 convertible
 warrants issued at a premium of Rs. 426/- into equivalent number of
 Equity Shares. Further, Rs. 98.21 Lakhs (Rs. 10,338.39 Lakhs) was credited
 on account of issue of 1,67,930 (25,55,348) shares under ESOP scheme.
 (Previous year include preferential allotment of 24,22,035 shares)
 
 e) The Board of Directors of the Company at its meeting held on May 25,
 2012, had approved recommendation of a Final Dividend of Rs. 4.60 per
 share in respect of the financial year 2011 -12, which was subject to
 approval from the Term Lenders. However, subsequently, considering the
 overall need of liquidity for the business and keeping in view the
 approvals received from the Lenders, the Board of Directors at its
 meeting held on December 6, 2012, reviewed and revised the
 recommendation of Dividend to Rs. 0.15 per share. The Board accordingly
 also approved the changes in the Final Accounts approved in the earlier
 meeting and adopted the revised Financial statements, giving effect to
 the new dividend recommendation.  As a result of such revision, the
 provision for proposed dividend has reduced by Rs. 2,004.74 Lakhs and Tax
 on proposed dividend by Rs. 325.27 Lakhs, thereby increasing the Surplus
 in Statement of Profit and Loss by the corresponding amounts. Further,
 an amount ofRs. 2,570.48 Lakhs, which was transferred to the General
 Reserve (as required by Companies) (Transfer of Profits to Reserves)
 Rules, 1975, has been re-instated to the Statement of Profit and Loss
 as in the opnion of the Management, no transfer is requried considering
 the revision in the proposed dividend.  As a result, the Surplus in the
 Statement of Profit and Loss has increased with the said amount and a
 corresponding decrease in the balance of General Reserve.
 
 2) MONEY RECEIVED AGAINST ISSUED OF SHARE WARRANTS:
 
 During the year, company has issued 15,00,000 convertible warrants atRs.
 400/- per warrant on 31st October 2011.
 
 Each warrant carries a right to subscribe to one Equity share of the
 company at a premium of Rs. 394/- at any time within a period of 18
 months from the date of allotment of these warrants. As on the date of
 Balance sheet, the company has received Rs. 1,500.00 Lakhs towards 25% of
 total value of the warrants issued.
 
 3) SHARE APPLICATION MONEY PENDING ALLOTMENT:
 
 The same represents the amount received on towards exercise of 51,626
 (18,300) stock options corresponding to 51,626(18,300) equity shares in
 respect of which allotment is pending as on balance sheet date. The
 total nominal value of the shares is Rs.3.10 Lakhs (1.10 Lakhs)andthe
 Securities premuim included in the above is Rs. 22.11 Lakhs (2.98 Lakhs).
 The shares against the said application monies were alloted on 30th
 April, 2012.
 
 4.1) Additional Information to Secured Long Term Borrowings:
 
 Long term Portion of Term Loans are reflected under Long term
 Borrowings and the Current Maturities of the Long term Borrowings are
 reflected under Current Liabilities.
 
 4.2) Detail of Securities and Terms of Repayment
 
 a) ICICI Bank:
 
 Outstanding Loan as on 31st March 2012 is Rs. 4,700.00 Lakhs Secured by
 pari-passu charge on all the present & future, fixed and 2nd charge on
 current assets of the company.
 
 The loan is guaranteed by the promoters of the company and the promoter
 Group Company. The loan is repayable in 18 monthly installments
 including moratarium period of first 3 months. Interest rate @ 13%
 (Base rate @ 10% plus spread @3%) is applicable on the said Loan. The
 period of maturity w.r.t balance sheet date is 1 year and 4 months.
 
 b) Ratnakar Bank Limited:
 
 Outstanding Loan as on 31st March 2012 is Rs.3,320.75 Lakhs Secured by
 Subservient charge on all the present & future movable fixed assets and
 Current asets of the Company.  Second pari passu charge by way of
 registered mortgage on the certain immovable property of Pune, and
 personal guarantee of the promoters of the company. The loan is
 repayable in 36 months installments including moratarium period of
 first 12 months.lnterest rate @ 13.5% p.a (Base Rate @ 11% plus spread
 @2.50%) is applicable on the said Loan. The period of maturity w.r.t
 balance sheet date is 2 years and 11 months.
 
 c) Corporation Bank:
 
 Outstanding Loan as on 31st March 2012 is Rs. 690.27 Lakhs Secured by
 exclusive charge on the machinery purchased.  The loan is repayable in
 19 monthly installments ofRs. 45.45 Lakhs. Interest rate @13.75% (Base
 Rate @ 10.65% plus spread @3.10) is applicable on the said Loan. The
 period of maturity w.r.t balance sheet date is 1 year and 2 months .
 
 d) DBS Bank:
 
 Outstanding Loan as on 31st March 2012 is Rs. 10,264.58 Lakhs Secured by
 exclusive charge over movable fixed asssets purchased out of loan funds
 and pari passu charge on all the movable Fixed assets of the Company.
 The loan is repayable 20 quarterly installments including moratarium
 period of first 5 quarters. Interest rate applicable is 3 month LIBOR
 plus spread of 240 basis points. The period of maturity w.r.t balance
 sheet date is 4 years and 2 quarters.
 
 5.1 Cash Credit and other Working Capital facilities are secured by
 Pari Passu charge on current assets and movable fixed assets of the
 Company. The facility is also secured by way of personal guarantees of
 certain Directors and pledge of certain Shares of the Promoters.
 Aggregate limits sanctioned by banks Rs. 16,400.00 Lakhs (Rs. 13,200.00
 Lakhs) as on the balance sheet date.
 
 6) OPERATING LEASES:
 
 A.  Operating Lease - Expenses
 
 a) The Company has various operating leases for office facilities,
 equipments and residential premises for employees, which are renewable
 on a periodic basis and cancelable at its option. Rental expense for
 operating leases included in the income statements for the year is Rs.
 7,758.38 Lakhs (Rs. 3,336.86 Lakhs) and the same are debited to Rental
 expense and Equipment Lease Rentals.
 
 b) Under these lease agreements, refundable interest free security
 deposits have been given by the Company (excluding certain Equipment
 Lease Rental Agreements where no such deposits have been given).
 
 c) These agreements (excluding certain Equipment Lease Rental
 Agreements) provide for:
 
 - Increase in rental during the tenure of lease agreement
 
 - Contain renewal clause
 
 - Contain clause for restriction on sub-leasing
 
 B.  Operating Leases - Income
 
 a) The Company has operating lease for equipments to a subsidiary. All
 such leases are renewable on a periodic basis and cancelable at its
 option. Rental income for operating leases included in the income
 statements for the year is Rs. 1,248.07 Lakhs (Rs. 1,248.07 Lakhs).
 
 b) No asset has been given on Finance Lease.
 
 7) RELATED PARTY TRANSACTIONS:
 
 As per AS-18 on Related Party Disclosures, disclosures of
 transactions with related parties as defined therein are given below:
 
 List of related parties and Relationship: a) Subsidiary
 Companies-Country of Incorporation
 
 i.  Glodyne Peoplepower Limited - India
 
 ii.  Smaarftech Technologies Private Limited - India
 
 iii. Glodyne Technoserve Inc. - U.S.A.
 
 iv.  Compulink USA Inc. - USA
 
 d) Enterprise over which certain KMP exercise significant influence
 
 i.  Growdyne Techzone Services Limited
 
 ii.  Glodyne Global Private Limited
 
 v.  Compulink Europe Limited - U.K.
 
 vi.  Compulink Software Pte Ltd - Singapore
 
 vii. Glodyne Technoserve (East) Inc.-U.S.A. (Subsidiary of Glodyne
 Technoserve Inc.-U.S.A)
 
 viii.  Front Office Technologies Inc.-U.S.A. (Subsidiary of Glodyne
 Technoserve Inc.-U.S.A.)
 
 ix.  DecisionOne Corporation (Subsidiary of Glodyne Technoserve
 Inc.-U.S.A.)
 
 b) Key Management Personnel (KMP)
 
 i.  Mr. Annand Sarnaaik - Chairman & Managing Director
 
 ii.  Mrs. Divvyani A. Sarnaaik - Executive Director
 
 iii. Mr. Shantanu Rooj - Director
 
 c) Relatives of KMP
 
 i.  Mr. Nikhil Sarnaik-Brother of Mr. Annand Sarnaaik
 
 ii.  Dr. Archana Sangamnerkar-Sister of Mr. Annand Sarnaaik
 
 iii. Dr. Nitin Sangamnerkar-Brother-in-law of Mr. Annand Sarnaaik
 
 iv.  Mr. N. G. Anil Kumar-Brother of Mrs. Divvyani A.  Sarnaaik
 
 v.  Mr. N. Lalith Kumar-Brother of Mrs. Divvyani A.  Sarnaaik
 
 vi.  Mr. Rajith Kumar - Brother of Mrs. Divvyani A. Sarnaaik
 
 vii. Mrs. Kavita Rooj -Wife of Mr. Shantanu Rooj
 
 8) Trade receivables and Loans and Advances are unsecured but
 considered good except otherwise stated, for which the company holds no
 security other than personal security of respective parties.
 
 9) In the opinion of the Board, Current assets, loans and advances are
 realizable at a value, which is at least equal to the amount at which
 these are stated in the ordinary course of business and provision made
 for all known and determined liabilities are adequate and not in excess
 of the amount stated.
 
 10) During the financial year as the Company has not entered into
 Derivative transactions and hence the disclosures regarding the same
 have not been made.
 
 The above information regarding Micro, Small and Medium Enterprises has
 been determined to the extent such parties have been identified on the
 basis of information available with the company. This has been relied
 upon by the Auditors.
 
 11) Segment information:
 
 As per Accounting Standard (AS)-17 on Segment Reporting, the
 Company has reported segment information on consolidated basis
 including business conducted through its Subsidiaries.
 
 12) Employee Stock Options
 
 (a) During the financial year, the Company has granted 680,220
 (12,40,980) Stock Options to its employees and employees of its
 subsidiary companies. In accordance with the Employee Stock Option
 Scheme and Employee Stock Purchase Scheme Guidelines, 1999 issued by
 the Securities and Exchange Board of India (SEBI), the Company
 has elected to use the Intrinsic Value method to account for the
 compensation cost of Stock Options to employees. For the year ended
 31st March 2012, the Company has been advised that there is an
 accounting impact of Rs.21.19 Lakhs in the books of account in respect of
 such options. Had the Company adopted Fair Value Method for
 calculating the Compensation cost, the total accounting impact for the
 year would have been Rs. 841.41 Lakhs (Rs. 416.45 Lakhs) profits after tax
 lower by Rs. 841.41 Lakhs (Rs. 416.45 Lakhs) and basic and diluted earnings
 per share would have been lower by Rs. 1.86 (Rs. 0.96) and Rs. 1.76 (Rs. 0.90)
 respectively.
 
 (b) The fair value of option granted on 20th November 2006, 6th March
 2007, 28th March 2007, 27th September 2007, 29th January 2008, 30th
 October 2008, 1st July 2009 and 28th July 2009, 9th June 2010, 13th
 January 2011, 30th August 2011 and March 06, 2012 are Rs. 12.26, Rs. 11.42,
 Rs. 12.84, Rs. 33.92, Rs.55.87,Rs. 45.50, Rs.72.39,Rs. 85.65, Rs. 133.90 
 & Rs. 149.80, Rs. 168.23, Rs. 134.06 and Rs. 230.50 per share respectively.
 
 13) Till previous period ending on 31st March 2011, the company was
 using pre-revised Schedule VI to the Companies Act, 1956 for
 preparation and presentation of its financial statements. During the
 year ending 31st March 2012, the revised Schedule VI as notified under
 the Companies Act, 1956 has become applicable to the Company. As
 result, the company has re-classified previous period figures to
 conform to the current year''s classification.  Figures in the
 brackets represents previous yearfigures.