GSS America Infotech

The Directors have pleasure in presenting their report on the business
 and operations of the Company for the year ended March 31, 2008
 
 I.  FINANCIAL RESULTS
 
 GSS America Infotech Limited with focus in IT Infrastructure and
 Software Services sectors reported Revenues of Rs.  29870 Lakhs for the
 year ending 31.03.2008 and the Profit before Tax for the same period is
 at Rs.6966 Lakhs.
 
 The Company’s financial results (unconsolidated & consolidated) for the
 year ended March 31, 2008 is provided in the Annual Report.
 
 Overall Revenues of the Company at Rs.29870 Lakhs, showed a growth of
 81.82% over previous year revenues of Rs.16428 Lakhs due to excellent
 demand for the Company’s integrated service approach for IT
 Infrastructure and Software Services delivery Model.
 
 The Profit before Tax of the Company for the year ended 31.03.2008 is
 Rs.6966 Lakhs. Compared to the previous year Profit before Tax of
 Rs.3760 Lakhs, the Company has recorded an impressive growth of 85.10%.
 This growth has been made possible due to the enlargement of operations
 and consequent economies as well as improved management of costs.
 However, the lower growth in the PAT is largely due to provision of
 Minimum Alternate Tax and amortization of goodwill arising of our
 acquisitions made.
 
 Earnings per Share’ on the expanded equity due to the Initial Public
 Offering in the Month of Feb 08 is about Rs.47.
 
 The Company has had a very good year and is poised to continue its
 growth trend during the current year. The acquisition of System Dynamix
 Corporation in the United States (US) was completed during Jan- Mar
 2008 quarter and is expected to contribute to revenues for full year
 basis in the year 2008-09. We have planned a slew of initiatives,
 particularly in IT Infrastructure division to rapidly take advantage of
 emerging opportunities in these areas.
 
 FINANCIAL RESULTS FOR THE YEAR ENDED 31st MARCH 2008
 
 Particulars                               GSS America Infotech Limited
                                                   and its subsidiaries
                                                  Year ended (Rs. Lakhs)
 
                                  31.03.2008    31.03.2007     % Growth
 
 Net Income from sales/services     29870.55      16428.73        81.82%
 
 Gross Profit                        9239.37       5180.94        78.33%
 
 Operating Profit before interest    6808.82       3738.64        82.12%
 
 Operating Profit after interest 
 and Exceptional Item                6808.72       3725.48        82.76%
 
 Profit (+)/Loss (-) from Ordinary 
 Activities before tax               6966.06       3760.55        85.24%
 
 Net Profit (+)/Loss (-) from 
 Ordinary Activities after tax       6219.62       3709.71        67.66%
 
 Net Profit (+)/ Loss (-)            6219.62       3709.71        67.66%
 
 Paid-up equity share capital 
 (Face Value. Rs. 10/- each)         1330.00        980.25        35.68%
 
 Reserves and Surplus               25128.46       7585.73       231.26%
 
 Earnings Per Share                    46.76         37.84        23.58%
 
 
 II.  DIVIDEND
 
 The Directors recommend payment of dividend for the year at the rate of
 25% per Equity Share of Rs. 10/- each for the FY 2007-2008. If the
 recommended Dividend is approved by the Members at the forthcoming
 Annual General Meeting, the Dividend including the Dividend Tax will
 absorb Rs. 37,913,313/-
 
 III.  TRANSFER TO RESERVES
 
 Your Directors propose to transfer a sum of Rs. 19,690,739/- to General
 reserves out of the amount available for appropriations and a sum of
 Rs. 930,075,729/- is carried forward in the Profit and Loss account.
 
 IV.  CORPORATE DEVELOPMENTS
 
 During the financial year 2007-2008, the Company has issued 34,97,495
 equity shares with face value of Rs. 10/- each for cash at a price of
 Rs. 400/- per equity share (including a premium of RS. 390/- per equity
 share) aggregating to Rs.  13,989.98 lakhs by way of an Initial Public
 Offer (IPO).
 
 Pursuant to the above IPO which has opened on February 11, 2008 and
 closed on February 15, 2008, the Company has got listed on The Bombay
 Stock Exchange Limited (BSE) and The National Stock Exchange of India
 Limited (NSE) on March 7, 2008
 
 V.  AWARDS AND ACCOLADES
 
 The Board of Directors have pleasure in informing the members that your
 Chairman and CEO, Bhargav Marepally has been selected for the pivotal
 award of “Udyog Ratna” and the Company was conferred an “Excellency
 Award” by the Institute of Economic Studies, New Delhi
 
 VI.  BUSINESS REVIEW
 
 During the year 2007-2008 System Dynamix Corporation, a Company based
 in US, has become our subsidiary by virtue of acquisition made by GSS
 America Inc. (our subsidiary) w.e.f. January 01, 2008. System Dynamix
 Corporation was incorporated on August 25, 1995 in the State of
 Connecticut, United States of America, with the object of providing IT
 services. The corporate office of the Company is situated at 2842, Main
 Street, Glastonbury, Connecticut 06033
 
 VII.  DIRECTORS
 
 Keerty Jaya Tilak and P.V.R.K. Prasad, Directors of the Company, retire
 by rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for reappointment.
 
 VIII. ACQUISITIONS AND INVESTMENTS
 
 The Company’s subsidiary GSS America Inc., has acquired US Based
 Company System Dynamix Corporation effective 01-JAN-2008.
 
 IX.  AUDITORS
 
 M/s. B.V.R & Associates, Chartered Accountants, Auditors of the
 Company, retire at the forthcoming Annual General Meeting and being
 eligible offer themselves for reappointment.
 
 X.  CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The particulars as prescribed under Section 217 (1) (e) of the
 Companies Act, 1956, read with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988, are set out in
 the Annexure A to this Report.
 
 XI.  AUDIT COMMITTEE
 
 The Company has an audit Committee comprising of 4 directors namely,
 PVRK Prasad, Non-Executive Independent Director, Keerthy Jaya Tilak,
 Non-Executive Independent Director, K Vasudeva Rao, Non-Executive
 Independent Director and Bhargav Marepally, Executive Director.
 
 XII.  SUBSIDIARIES
 
 As on date the Company has the following subsidiaries:
 
 a.  GSS America Inc.
 
 1699 Wall Street, Suite 201
 Mt. Prospect, IL 60056
 Tel: +1 847 640 3700
 Fax: +1 847 640 3701
 http://www.gssamerica.com
 
 b.  Infospectrum Consulting Inc.
 
 1699 Wall Street, Suite 201
 Mt. Prospect, IL 60056
 Tel: (847) 640 3700
 Fax: (847) 640 3701
 http://www.isc-na.com
 
 c.  System Dynamix Corporation
 
 2842 Main Street
 Glastonbury, Connecticut 06033
 Voice: (860) 633-7174
 Fax: (860) 633-7162
 http://www.sdc-us.com
 
 XIII.  PARTICULARS OF EMPLOYEES:
 
 As required by the provisions of Section 217 (2A) of the Companies Act,
 1956, as amended, read with Companies (Particulars of Employees) Rules,
 1975, the names and other particulars of the employees are set out in
 the Annexure B to this Report.
 
 XIV.  CORPORATE GOVERNANCE:
 
 A report on corporate governance which inter-alia includes the
 composition and constitution of the Audit Committee is featuring as a
 part of the Annual report (Annexure C to the Annual Report). Your
 Company will continue to adhere in letter and spirit to good corporate
 governance policies. A certificate from the auditors of the Company on
 the compliance of the Clause is set out in Annexure D to this report.
 
 XV.  MANAGEMENT DISCUSSION AND ANALYSIS
 
 A report on Management Discussion and Analysis is set out as Annexure E
 to this Report.
 
 XVI.  CEO’s DECLARATION
 
 Certificate from the ‘Chief Executive Officer and Managing Director’
 and the Chief Financial Officer of the Company regarding the financial
 statements as per the Corporate Governance Norms is given as Annexure F
 to the report.  Further, the declaration by the Chairman and Managing
 Director of the Company declaring that all the members of the Board and
 Senior Management Personnel of the Company have affirmed compliance
 with the Code of Conduct of the Company is set out as Annexure G to the
 Report.
 
 XVII.  DIRECTORS’ RESPONSIBILITY STATEMENT:
 
 As required under Section 217 (2AA) of the Companies Act, 1956, the
 Directors, based on the representations received from the Operating
 Management, and after due enquiry, confirm:
 
 a.  That in preparation of the annual accounts, the applicable
 accounting standards have been followed and there has been no material
 departure;
 
 b.  That the selected accounting policies were applied consistently and
 the Directors 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 March 31, 2008 and of the profit of the Company for
 the year ended on that date;
 
 c.  That proper and sufficient care has been taken 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; and
 
 d.  That the annual accounts have been prepared on a going concern
 basis.
 
 XVIII. ACKNOWLEDGEMENTS:
 
 The Directors gratefully acknowledge the contribution made by the
 employees towards the success of the Company.  The Directors are also
 thankful for the co-operation, support and assistances received from
 the banks, investors, customers, Central and State Government
 departments and local authorities. The Directors would also like to
 acknowledge the continued support of the Company’s shareholders.
 
                                  On behalf of the Board of Directors 
                                      of GSS America Infotech Limited
 
                                                                 Sd/-
 
                                                    Bhargav Marepally
                          CHIEF EXECUTIVE OFFICER & MANAGING DIRECTOR
 
 Hyderabad
 Date: September 02, 2008