(A) COMPANY OVERVIEW:
 
 GSS Infotech (GSS) is one of the fast growing managed IT Services
 companies, headquartered at Hyderabad, India. GSS operates worldwide
 through its offices in India, Middle East and the USA. A Pioneer in
 managed IT Services, GSS offers Cloud Enablement Services Remote
 Infrastructure and Application management services to customers across
 the globe. Over the years, GSS has established itself as a choice of
 providers with over 40 Fortune global customers covering Financial
 Services, Insurance, HealthCare, Education and Government industry
 segments.
 
 A CMMi Level 5 company, GSS helps its customers reduce their CAPEX on
 infrastructure and helps convert it to manageable operational expense,
 leveraging its premier partnerships with leading technology providers
 such as Microsoft, CISCO, HP, Symantec, VMWARE, BMC and NetApp. GSS
 Infotech offers consulting services to help customers choose the right
 cloud deployment models, migrates application portfolio to the cloud
 environment, ensures functional and performance equivalence of
 applications through its independent validation and verification
 services and also offers remote application & infrastructure monitoring
 and management services through its Global Operations Command Center in
 Hyderabad, India.
 
 GSS Infotech, with an ambitious inorganic growth strategy, has been
 very successful through a spate of acquisitions in the USA. The company
 has been successful in integrating all of its overseas acquisitions and
 creating a globally integrated Infrastructure Management Services
 practice. GSS is now well positioned to capitalize on the emerging
 technology trends in the cloud computing arena leveraging its
 unparalleled expertize in Infrastructure Virtualization, Remote
 Infrastructure Management, Cloud Consulting and Migration services. The
 company offers world class services propelled by over 700 consultants
 consisting of MCSE''s, BS-25999 certified professionals, VMware VCP''s,
 Remedy CA, CCNA, CCNP, CCSE, CCVP, CCIE, CISSP, BMC Control -M
 professionals with Consulting, Deployment and Management expertise.
 
 GSS Infotech provides pragmatic and unique solutions to customers
 looking for excellence and high-quality. Our Thought Leadership,
 Responsiveness, Passion and Professionalism to work as a ''Virtual
 Extension'' to customer''s business has always been acknowledged to be a
 great strength, by our customers.
 
 1.  The figures are rounded off to the nearest rupee and figures of the
 previous year are regrouped and reclassified wherever necessary to
 confirm to the current year figu res.
 
 2.  Contingent Liabilities:
 
 Against Bank Guarantees issued by Banks towards financial and
 performance guarantees outstanding as at 30 th June, 2011 amounts
 R4,77,80,153/- (Previous Year:R 4,83,26,3 87/-)
 
 3.  Claims Not Acknowledged as Debts : On account of disputed Income
 Tax demand, not acknowledged as debt by the company R.  NIL (Previous
 Year R4,79,380/-).
 
 4.  Advances to Subsidiaries: a) The Company has given advances to its
 wholly owned subsidiary viz., GSS Infotech Inc and
 
 GSS IT Solutions Private Limited with no specific repayment schedule.
 
 5.  Utilisation of IPO Proceeds:
 
 The Company, during the financial year 2007-2008, has raised R
 13,989.98 Lakhs through Initial Public Offer (IPO) of Equity shares of
 the Company. The Scheme of Utilisation of the Proceeds has been
 amended, allowing the unutilized IPO proceeds for acquisition or for
 working capital purpose by the Company, with due approval of Members at
 the Annual General Meeting held on 28th December, 2009. Accordingly,
 the unutilized proceeds have been utilised partly for working capital
 purpose of the Company and its Subsidiaries, and partly parked with
 subsidiaries for subsequent acquisitions.
 
 6.  Utilisation of QIB Proceeds:
 
 The Company, during the financial year 2009 - 1 0, has raised R
 45,64,84,000/- on issue of 14,00,000 shares of R 10 each at a premium
 of R 316.06 to Qualified Institutional Bidders.  Out of the above issue
 proceeds R2,18,81,276/- is utilized to meet the issue expenses. The net
 proceeds received from the Issue has been used to meet capital
 expenditure, additional working capital requirements and to finance the
 new business initiatives and strategic alliances.
 
 7.  Employee Stock Option s:
 
 The Company had issued 2,00,001 Options to its employees during the
 year under ESOP, 2010 Scheme, which can be exercisable at the market
 price and doesn''t involve any compensation cost to be accounted .  The
 outstanding stock options as on 30.06.2011 are 2,00,001.
 
 9.  Employee Benefits:
 
 Defined Contribution Schemes:
 
 The Contributions to Employees Provident Funds and Miscellaneous
 Provisions Act, 1952 made and charged off during the year is
 R48,49,419/- (Previous Year: R19,03,436/-)
 
 Gratuity:
 
 The Present value of obligation in respect of Gratuity to employees on
 termination is determined based on actuarial valuation using Projected
 Unit Credit Method.
 
 The Company has created GSS Infotech Ltd Employee Group Gratuity
 Assurance Scheme Trust (GSSGGAST) to implement gratuity scheme and
 contributions are being made to the designated scheme operated by LIC
 of India.
 
 10.  Tax Expense:
 
 i) Current Income tax represents tax on income payable as per relevant
 statutes of the respective countries recognised and provided.
 
 ii) Minimum Alternate Tax Credit, where there is certainty in availing
 the tax credit against the taxes on income paid, are recognised and
 shown as MAT Credit Entitlement under Loans and Advances in the
 financial statements.
 
 11.  Managerial Remuneration:
 
 The Managerial Remuneration to Whole Time Directors for the year is
 R72,00,000/- (Previous year R 72,00,000/-)
 
 12.  In the view of Management, no event has taken place to trigger the
 need for testing its assets for impairment. Accordingly, as per the
 management''s assessment, the carrying values of its assets as at the
 Balance sheet date are not higher than their corresponding recoverable
 amounts.
 
 13.  There are no dues to Micro and Small Enterprises as on 30th June,
 2011.
 
 14.  The Balances of Sundry debtors, Loans and Advances and Creditors
 are subject to confirmation and consequential adjustment if any
 required.
 
 15.  Current Assets and Loans and Advances:
 
 In the opinion of the Board of Directors the Current assets, Loans and
 advances have a value realization in the ordinary course of business at
 least equal to the amount at which they are stated and provision for
 all known liabilities has been made.
 
 16.  The Ministry of Corporate Affairs, Government of India, vide
 General circular No.2 and 3 dated 8th February 2011 and 21st February
 2011 respectively has granted a general exemption from compliance with
 section 211 of the Companies Act, 1956. Subject to fulfillment of
 conditions stipulated in the circular, the Company has satisfied the
 conditions stipulated in the circular and hence entitled to exemption.
 Necessary information relating to subsidiaries has been included in
 Consolidation of Financial statements.
 
 19.  Segment Reporting: Business Segments:
 
 The Company operates in a single business segment i.e., Software
 Services.
 
 20.  Transactions with Related Parties:
 
 The List of Related parties with whom transactions have taken place and
 nature of relationship is:
 
 A) List of Related Parties: i) Subsidiaries:
 
 a) GSS Infotech Inc
 
 b) GSS Infotech Holdings Inc
 
 c) GSS IT Solutions Private Limited
 
 ii) St ep down Subsidiaries:
 
 a) System Dynamix Corporation
 
 b) GSS Infotech NY Inc (formerly ATEC Group)
 
 c) Infovista Technologies
 
 d) Technovant Inc
 
 e) GCI Systems Inc
 
 f) Veloce Group LLC
 
 iii)Key Management Personnel:
 
 a) Mr. Bhargav Marepally Chief Executive Officer
 
 And Managing Director
 
 b) Mr. Ramesh Yerramsetti Managing Director
 
 22. Additional information as required under Part-II of Schedule VI of
 the Companies Act, 1956:
 
 1.  Quantitative details:
 
 The company is engaged in the development and maintenance of Computer
 Software, the production and sales of such software cannot be expressed
 in any generic unit. It is not possible to give the quantitative
 details of sales and other information as required under the paragraph
 3, 4C and 4D of Part – II of Schedule VI of the Companies Act, 1956.
 
 23.  The Schedules referred to in the financial statements form an
 integral part of Accounts.
 
 24.  Additional information as required under Part-IV of the Schedule
 VI of the Companies act, 1956 is given in Annexure.