Dear Members,
 
 We are delighted to present the report on our business and operations
 for the financial year ended June 30, 2011
 
 I.FINANCIAL RESULTS
 
 The Company''s financial results (consolidated & standalone) for the
 year ended June 30, 2011 is provided in the Annual Report.
 
 Consolidated Revenues of the Company for the year ended 30.06.2011 is
 R. 484.67 Crores and standalone revenues of the company is R.60.66
 Crores due to excellent demand for the Company''s integrated service
 approach for IT Infrastructure and Software Services delivery Model.
 
 The Consolidated Profit After Tax of the company for the year ended
 30.06.2011 is R.54.42 Crores and Standalone Profit After Tax is R.5.24
 Crores. The company has recorded an impressive growth during the year.
 
 The Company has a good year and is poised to continue its growth trend
 during the current year.
 
 FINANCIAL RESULTS FOR THE YEAR ENDED 30th JUNE 2011
 
                         GSS Infotech Limited    GSS Infotech Limited
                            (Standalone)         and its subsidiaries
 Particulars                 Year ended                Year ended
                             (R. In Crores)         (R. In Crores)
 
                     30.06.2011   30.06.2010   30.06.2011   30.06.2010
 
 Total income           61.22       48.42       485.62       429.31
 
 Gross Profit           26.83       28.45       123.96       113.08
 
 Operating Profit 
 before interest        12.88       16.88        91.20        84.96
 
 Profit ( )/Loss (-) 
 from Ordinary
 Activities before tax   7.13       14.82        71.27        68.60
 
 Net Profit ( )/ 
 Loss (-) from Ordinary
 Activities after tax    5.24       13.80        54.42        56.42
 
 Paid-up equity share capital
 
 (Face Value. 
 R. 10/- each)          14.13       14.13        14.13        14.13
 
 Reserves and Surplus  274.21      268.98       475.59       431.83
 
 Earnings Per Share      3.70       10.79        38.49        44.10
 
 II.  DIVIDEND
 
 The Directors did not recommend any dividend for the period ended 30th
 June 2011, keeping in mind the fund requirements for the expansions
 under taken by the company
 
 III.  FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposit
 under Sections 58A and 58AA of the Companies Act, 1956 read with the
 Companies (acceptance of Deposits) Rules, 1975.
 
 IV.  DIRECTORS
 
 Mr. Keerthy Jaya Tilak, Director of the Company, retire by rotation at
 the ensuing Annual General Meeting and being eligible, offer himsef for
 re-appointment.
 
 During the financial year Mr.Ramanan Raghavendran Appointed as
 Additional Director on the Board with effect from 14th February 2011
 and holds office up to the commencement of forthcoming Annual General
 Meeting and in respect of whom the company has received a notice in
 writing from a member under section 257 of the Companies Act 1956
 proposing his candidature to the office of the Director of the company
 be and is hereby appointed as a Director of the company whoshall be
 liable as retire by rotation.
 
 It is further informed that, due to certain pre-occupations Mr.Guhan
 Subramaniam, tendered the resignation letter to the board, as a nominee
 of IL&FS Investment Manager limited the company with effective from
 13th may, 2011 and in place of him, your company has received a letter
 from the company appointing Mr.Mark Silgardo on the Board of GSS
 Infotech Limited in place of Mr.Guhan Subramaniam as a nominee of IL&FS
 investment Managers limited with effect from 13th May, 2011.
 
 V.  ACQUISITIONS AND INVESTMENTS
 
 Acquisition of a Infovista Technologies, Veloce Group, GCI System and
 Technovant Inc
 
 During the year under review, your company has invested 100%
 shareholding in Infovista Technologies, Veloce Group, GCI System and
 Technovant Inc, by virtue of these investments, the above companies
 became the wholly owned subsidiary of the company. The service line of
 the above subsidiaries is as under:- Infovista Technologies: The
 company is engaged into Delegated database services (onsite, offsite) –
 SQL server and Oracle database administration and having operations in
 North eastern United States
 
 Veloce Group: The company is engaged into Asset Management Services and
 having operations in Minneapolis
 
 GCI Systems: The Company is engaged into Product lead services in End
 User Computing and having operations in Minneapolis.
 
 Technovant Inc: The Company is engaged into Enterprise Business
 Intelligence and Data Services, Testing Solutions, Enterprise Resource
 Planning and Project Management Solutions and having operation in North
 America.
 
 VI.  AUDITORS
 
 M/s. Sarath & Associates, Chartered Accountants, Statutory Auditors of
 the Company have offered themselves for re -appointment at the ensuing
 Annual General Meeting and to hold the office from the conclusion of
 ensuing Annual General Meeting till the conclusion of the next annual
 general meeting.
 
 M/s Sarath & Associates have also expressed their willingness to act as
 Auditors of the company, if appointed, and have further confirmed that
 the said appointment would be in conformity with the provisions of
 section 224(1B) of the companies act, 1956.
 
 VII.  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.
 
 VIII.  AUDIT COMMITTEE
 
 The Company has an Audit Committee comprising of 4 Directors namely,
 Mr.P.V.R.K. Prasad, Non-Executive Independent Director, Mr. Keerthy
 Jaya Tilak, Non-Executive Independent Director, Mr.L. V. Prasad,
 Non-Executive Independent Director and Mr. Bhargav Marepally, Managing
 Director.
 
 X.  PARTICULARS OF EMPLOYEES:
 
 None of the employees are covered under section 217(2A) read of the
 Companies Act, 1956 read with the Companies (particulars of employees)
 Rules, 1975
 
 XI.  CORPORATE GOVERNANCE:
 
 Your company is committed to benchmark itself with global standards for
 providing good corporate governance and has put in place an effective
 Corporate Governance System which ensures that the provisions of Clause
 49 of the Listing Agreement are duly complied with. A report on
 Corporate Governance along with an Auditor Certificate on its
 compliance is set out as Annexure B and Annexure C to this Report
 
 XII.  EMPLOYEES STOCK OPTION SCHEME (ESOS)
 
 The details of the ESOS as required under the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) guidelines 1999 are Annexure D and form part of the
 Director''s report.
 
 Xiii.  MANAGEMENT DISCUSSION AND ANALYSIS
 
 A report on Management Discussion and Analysis is set out as Annexure E
 to this Report.
 
 XIV.  CEO''s DECLARATION
 
 Certificate from the ''Chief Executive Officer and Managing Director 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 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.
 
 XV.  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 June 30, 2011 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.
 
 XVI.  STATEMENT PURSUANT TO EXEMPTION UNDER SECTION 212(8) OF THE
 COMPANIES ACT 1956
 
 As per the provisions of the companies act 1956 we are required to
 attach the Director''s report, Balance Sheet and Profit and Loss account
 of our subsidiaries. The Ministry of Corporate Affairs, Government of
 India Vide its circular no. 2/2011 dated February 8, 2011 has provided
 an exemption to companies from complying with section 212, provided
 such companies publish the audited consolidated financial statements in
 the annual report. Accordingly the annual report 2010-11 does not
 contain the financial statements of our subsidiaries.
 
 The audited annual accounts and related information of our
 subsidiaries, where applicable will be made available upon request.
 These documents will also be available for inspection during business
 hours at registered office of the company.  The same will also be
 published in our website. www.gssinfotech.com
 
 XVII. AWARDS AND RECOGNITION
 
 We are glad to share with you that your company has been successfully
 assessed at the highest maturity Level 5 of SEI CMMI -DEV model in
 March 2011. GSS is among the top 200 elite group of companies, which
 have achieved this distinct recognition of Maturity Level 5 (Optimized
 Level) CMMI-DEV v1.2 model developed by SEI.
 
 XVIII.GREEN INITIATIVE
 
 During the financial year we started a sustainability initiative with
 the aim of being green and minimizing our impact on the environment.
 XIX.  ACKNOWLEDGEMENTS:
 
 We thank our customers, vendors, investors and banker for their
 continued support during the year. We place on record our appreciation
 of the contribution made by our employees at all levels for achieving
 the CMMi Level 5 Certification. Our consistent growth was made possible
 by their hard work, solidarity, cooperation and support. We thank the
 governments of various countries where we have our operations. We also
 thank the Government of India, the Central and State Governments and
 their various agencies, particularly, the Ministry of Communication &
 Information Technology, Software Technology Parks of India, Departments
 of Customs and Central Excise, MCA, SEBI, Stock Exchanges, Reserve Bank
 of India, and other governmental agencies for extending their support
 during the year and look forward to their continued support.
 
                                  for and on behalf of the Board
 
                                Sd/-                      Sd/-
                     Mr. Bhargav Marepally    Mr.Ramesh Yerramsetti
 
 Place: Hyderabad
 
 Date: December 05, 2011   CEO & Managing
                                 Director         Managing Director