The Directors are pleased to present their Eighteenth Annual Report,
 on the business and operations of Hexaware Technologies Limited
 (hereafter referred to as Hexaware) together with audited accounts
 for the financial year ended December 3 1,2010.
 
 Financial Performance:
 
 The year 2010 started off on the weaker side with a slow Q1. From Q2
 onwards, your Company grew at an industry-leading growth rate of 13.2%,
 11.2% and 9.0% sequentially in Dollar terms (13.2%, 12.2% and 6.3%
 sequentially in Rupee terms). With growth returning to the industry,
 direct costs were an issue throughout the year, which have impacted
 Operating Margins (EBIT), the year ended with Q4 EBIT at 9.3%.
 
 Global Operations:                                    (US$ Millions) 
 
 Year ended December 31                 2010         2009       Y-o-Y
                                                              Growth %
 
 Income from Operations                231.16      214.68      7.68%
 
 Profit from Operations *               15.22       36.24    -58.00%
 
 Profit before Tax and exceptional item 20.68       30.03    -31.50%
 
 Profit before Tax                      25.07       30.03    -16.53%
 
 Profit after Tax                       23.04       27.89    -17.41%
 
                                                  (Rupees in Millions)
 
 Year ended December 31                 2010        2009        Y-o-Y
                                                              Growth %
 
 Income from Operations             10,545.64   10,385.62      1.54%
 
 Profit from Operations *              663.17     1705.10    -61.11%
 
 Less: Exchange Rate Difference (net)  247.55      617.05    -59.88%
 
 Less: Interest                         26.04       17.46     49.14%
 
 Add: Other Income                     554.56      374.77     47.97%
 
 Profit before Tax and 
 exceptional items                     944.14    1,445.36    -34.68%
 
 Add: Exceptional items                224.08         -          -
 
 Profit before Tax                   1,168.22    1,445.36    -19.17%
 
 Less: Provision for Taxation           92.33      103.58    -10.86%
 
 Profit after Tax                    1,075.89    1,341.78    -19.82%
 
 * excludes Exceptional items, Exchange Rate Difference, Interest, Other
 Income and Provision for Taxation 
 
 India Operations:
 
 Year ended December 31                 2010        2009       Y-o-Y
                                                               Growth %
 
 Income From Operations              4,236.51    4,862.74    -12.88%
 
 Profit from Operations *              404.95     1562.45    -74.08%
 
 Less: Exchange Rate Difference (net)  258.61      606.93    -57.39%
 
 Less: Interest                         14.41        0.50
 
 Add: Other Income                     519.07      341.07     52.19%
 
 Profit before Tax and exceptional 
 items                                 651.00    1,296.09    -49.77%
 
 Add: Exceptional items                366.40        -          -
 
 Profit before Tax                   1,017.40    1,296.09    -21.50%
 
 Less: Provision for Taxation           89.13       54.08     64.81%
 
 Profit after Tax                      928.27    1,242.01    -25.26%
 
 Add : Balance brought forward from 
 previous year                       2,251.97    1,445.60
 
 Balance available for appropriation 3,180.24    2,687.61
 
 Appropriation
 
 Transfer to General Reserve           200.00      200.00
 
 Interim Dividend                      232.50       86.19
 
 Proposed Final Dividend               203.99      115.22
 
 Tax on Dividends                       72.06       34.23
 
 Balance carried to Balance Sheet    2,471.69    2,251.97
 
 Results of Operations
 
 a) Global operations:
 
 Income from operations increased to Rs. 10,545.64 million in 2010 from
 Rs. 10,385.62 million in 2009. The growth in Dollar terms was 7.7%,
 reaching 1.2 Mn.
 
 Profit from operations (profit before Exceptional items, Exchange Rate
 Difference, Interest, Other Income and Provision for Taxation) was at
 Rs. 663.17 million in 2010 as against Rs. 1,705.10 million in 2009.
 This was due to a number of factors, e.g. lower technical utilization,
 exchange rate impact of Rupee appreciation and the transition costs of
 the large deal signed in Q2.
 
 We were partly able to offset this impact by higher Other Income.
 
 Profit after Tax stood at Rs. 1075.89 million in 2010 as compared to a
 profit of Rs. 1,341.78 million in 2009, PAT margins at 10.2% in Rupee
 terms.
 
 Some of the major achievements of your Company in the year 2010 were:
 
 - During the year 2010, 45 new clients were added.  This took the total
 number of active clients to 174.
 
 - At the end of 2010, your Company has 50 clients billed USD 1 million
 dollar or more during the year.  Of these, 39 clients were in the range
 of - million, 7 clients were in the range of -$ 10 million, 2
 clients were in the range of - million and 2 clients billed more
 than  million each on a trailing twelve month basis.
 
 The year 2010 was marked with several firsts. Some of the key
 developments include:
 
 In Q2 2010, your Company secured its single largest contract till date,
 worth in excess of $ 110 mn. As a part of the deal, your Company
 supports the IT systems of a Fortune 500 US corporation. The order
 extends over a
 
 5 year period and the work encompasses 13 countries covering North
 America, South America, UK, Continental Europe and certain countries in
 the Asia Pacific region.  The scope of the work includes Application
 Development
 
 6 Maintenance of IT Applications, Business Intelligence & Analytics,
 Quality Assurance & Testing Services, Remote Infrastructure Management
 Services (RIMS) and extending support and maintenance to several core
 applications, primarily different Enterprise Resource Planning (ERP)
 modules, on a 24 X 7 basis.
 
 During the year, your Company signed a contract extension worth $ 60
 mn. with a multi-billion dollar enterprise. The extension was for a
 three year period.  Your company has been offering services cutting
 across the following horizontals - Enterprise Resource Planning (ERP),
 Business Intelligence/Business Analytics (BI/BA), and Quality Assurance
 and Testing Services (QATS) to this existing strategic customer.
 
 Your Company has achieved Platinum Partner status in the Oracle Partner
 Network (OPN). This Platinum level partnership recognizes Hexawareas a
 System Integrator for its in-depth expertise in showcasing capabilities
 across the entire suite of Oracle Applications including Oracles People
 Soft Enterprise, the Oracle E-Business Suite, Oracles Siebel CRM and
 solutions such as Oracle Business Intelligence Enterprise Edition and
 Oracles Hyperion performance management applications on a global
 scale.
 
 Your Company has recently launched Rainmaker®, its private cloud
 service. This platform while being flexible and providing an
 easy-to-manage, secure, multi-tenant storage environment today also
 enables your Company to build a scalable and efficient shared IT
 Infrastructure for future growth. Rainmaker® can be used to deliver
 Infrastructure as a Service (laaS), Platform as a Service
 
 (PaaS) and Storage-as-a-Service (SaaS) coupled with high levels of
 Security in Multi Tenancy mode. Further, the cloud also provides
 integrated data protection and an outstanding user experience.
 
 Caliber Point, the wholly-owned BPO subsidiary of your Company launched
 Republic, a multi-tenant HR services delivery solution. Built on the
 Oracle E-Business Suite Release 12, this ready-to-use platform will
 cater to multiple clients under a secure and shared environment.  The
 launch of Republic marked the identity of Caliber Point as one of the
 first BPO service providers in India and one of the few in the world to
 provide a complete platform-based BPO service offering.
 
 As a testimony to the commitments made to the Innovation and
 IP-building Centers of Excellence (COE) at Hexaware, the Innovation
 team achieved a critical milestone with the Probe tool on SAP
 platform. As a tool, Probe can analyze any SAP environment and
 determine the potential impact of any upgrade. During the last 12
 months, your Company has successfully deployed the tool for 3 different
 clients.
 
 b) India operations:
 
 The revenue of the standalone legal entity dipped by 12.88 % to Rs.
 4,236.51 million in 2010 from Rs. 4,862.74 million in the previous
 year. The net profit after tax was Rs. 928.27 million as compared to a
 profit of Rs. 1,242.01 million in 2009 a degrowth of 25.26%.
 
 Reserves
 
 Your company has transferred Rs. 200 million to General Reserve similar
 to Rs. 200 million transferred in the previous year. With this
 addition, the total General Reserve as on 31st December 2010 is at Rs.
 942.87 million.
 
 Further, the balance in the P&L Account is Rs. 2,471.69 million.
 
 Forex Mark-To-Market: Your Company has adopted AS-30 principles of
 recognition and measurement for ascertaining fair value of forward
 exchange contracts and derivative contracts and the year-end Hedging
 Reserve stood at a profit of Rs. 249.79 Million, as compared to a loss
 of Rs. 403.75 million in the previous year.
 
 In summary, total reserves stood at Rs. 8,451.62 million, including Rs.
 4773.61 Million of Securities Premium account.
 
 Dividend
 
 During the year 2010, your Company paid an interim dividend of Re.
 0.60/- per share (30%) on equity shares aggregating to Rs. 87.30
 million.
 
 Your Company also paid a special interim dividend of Re. 1/- per share
 (50%) on equity shares aggregating to Rs. 145.49 million to celebrate
 the 20th anniversary of the company.
 
 The Board of Directors has recommended a payment of final dividend of
 Rs. 1.40 per share (70%) on an equity share of Rs. 2/- each, at its
 meeting held on 16th February 2011. Thus, the total dividend for the
 year inclusive of interim dividend and the special interim dividend
 amounts to Rs. 3.00 per share (150%) on equity shares.
 
 The total cash outgo on account of interim dividend and final dividend
 & tax thereon amounts to Rs. 508.97 million. The break-up of dividend
 is as under:
 
                                               (Rs. in million)
 
                        Interim       Special       Final 
                                      Interim
                                      Dividend
 
 Dividend                87.30         145.49       203.69
 
 Tax                     14.49          24.17        33.83
 
 Total                  101.79         169.66       237.52
 
 The members are requested to confirm the interim dividends declared by
 the company on the Equity shares and approve the final dividend.
 
 Share capital
 
 The paid-up Share Capital of your Company as on December 31, 2010 was
 Rs. 290.40 million comprising of 145,200,980 Equity Shares of Rs. 2/-
 each.
 
 During the year 2010 1,550,245 shares were allotted under ESOP under
 different schemes.
 
 The market capitalization of your Company as on December 31, 2010 was
 at Rs. 16,901.39 million (US$ 378.02 million). The market
 capitalization is calculated on the basis of closing price of Rs.
 116.40/- on the National Stock Exchange and the closing exchange rate
 of 1 USD = Rs. 44.71 as of December 31, 2010.
 
 Your Company allotted 145,545,781 bonus shares on March 2, 2011 as
 approved by you at the Extra-Ordinary General Meeting held on February
 15, 2011 in the ratio of 1: 1 based on the record date of February 25,
 2011.
 
 The paid-up Share Capital of your Company after the bonus issue is Rs.
 582.18 million comprising of 291,091,562 Equity Shares of Rs. 2/- each.
 
 Promoter and Promoter Group
 
 As referred in Clause 3(1)(e)(i) of the Securities and Exchange Board
 of India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 persons constituting group (within the meaning as defined in the
 Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969)),
 that exercise or are established to be in a position to exercise,
 control directly or indirectly, over a Company are given below and
 forms part of this Annual Report:
 
 The following persons constitute group coming within the definition of
 group as defined in the Monopolies and Restrictive Trade Practices
 Act, 1969 (54 of 1969) for the purpose of Regulation 3(1) (e) (i) of
 the Securities and Exchange Board of India (Substantial Acquisition of
 Shares and Takeovers) Regulations, 1997, that exercise or are
 established to be in a position to exercise, control directly or
 indirectly, over a Company:
 
 - Atul Kantilal Nishar
 
 - Alka Atul Nishar
 
 - Devangi Atul Nishar
 
 - Priyanka Atul Nishar
 
 - Atul Kantilal Nishar - HUF
 
 - Elder Hides and Leather Private Limited
 
 - Aza Fashions Private Limited
 
 - Elder Venture LLP
 
 - Techpro Consulting Engineers Private Limited
 
 - Caterina Consultants Private Limited Investment
 
 A) Subsidiaries and Branches:
 
 During the year 2010, two new wholly owned subsidiaries were formed
 abroad, one in Brazil and the other in Argentina.
 
 Your company also established new branches in Spain, Austria and Italy
 during 2010.
 
 B) Infrastructure:
 
 During the year 2010, your Company added 1,374 employees.  For the year
 ahead, your Company expects to add 1,500+ employees. This expansion
 plan requires the Company to be well-prepared from a physical
 infrastructure perspective. Over the last couple of years, your Company
 has consolidated its facilities to support its global sales and
 delivery operations as also to improve operational efficiencies.
 
 To enable further business growth, your Company has also established an
 additional delivery center in Bengaluru. In terms of infrastructure,
 your Company provides a world class work environment to all its
 employees that in turn help in recruiting and retaining the best of
 talent.
 
 The specific update on some of the locations are provided below:
 
 India based Global Delivery Centers
 
 Mumbai:
 
 Your Company has two offshore development centers at Millennium
 Business Park, Mahape, Navi Mumbai, one being the Registered Office of
 the Company. Your companys wholly owned subsidiary, Caliber Point
 Business Solutions Limited also operates out of another building in the
 same complex, providing BPO services to its global clients.
 
 Chennai:
 
 In line with the corporate road-map, your Company has been expanding
 its presence in its state-of-the-art Green Campus expanding over 27
 acres in Chennai SEZ (Siruseri). During the course of the year 2010,
 the workforce operating out of these SEZ facilities has increased from
 900 in December 2009 to 1,450 in December 2010. This world-class
 facility would seat approximately 5,000 software professionals when the
 first phase is completely ready. -
 
 Further, at Siruseri, your Company has started utilizing the facilities
 established for Hexavarsity, the in-house learning and development
 corporate university. Your Company has constructed a separate block
 that would be used for imparting training programs and organizing boot
 camps in an undisturbed environment. This facility was extensively
 utilized as your Company hired in excess of 500 fresh graduate
 engineers during 2010.
 
 During the year 2010, your Company has set-up several new dedicated
 offshore development centers (ODC) within the Chennai SEZ for several
 of its key clients. Through these dedicated ODCs, the clients are
 offered secure and very exclusive work areas with designated entry/exit
 points; customized access control and a world-class work environment.
 
 Your company also has an offshore development center, Hexaware Towers 1
 at T Nagar in Chennai. The wholly owned BPO subsidiary, Caliber Point
 Business Solutions Limited also operates out of another building in
 Chennai.
 
 Pune:
 
 Your Company has all its operations in one building of 37,892 sq. feet
 at E-Space, Pune. The premise has been set up to accommodate up to 350
 Professionals.
 
 Additionally, your company has acquired 97,010 sq. meters of land at
 the Rajiv Gandhi Info Tech Parkin Hinjewadi SEZ. This real estate asset
 could come in handy when your Company expands further and wants
 additional capacity to seat its employees.
 
 Nagpur:
 
 Your Company and Caliber Point together have acquired 20 acres of land
 in Nagpur, a tier II city, at a SEZ location.  At present, a facility
 with 1,000-seat capacity has been constructed and is currently
 operational. For starters, your Company has commenced BPO operations
 through Caliber Point at Nagpur with an initial occupancy of 300
 employees.
 
 Bangalore:
 
 During the year 2010, your company has set up its latest global
 delivery center in the city of Bengaluru, India. In the first phase,
 this facility can seat 250 employees. Having an operational base in
 this southern metropolis further enhances Hexawares ability to cater
 especially to those global customers who have their India operations
 based in Bengaluru. It also acts as a new source of talent pool.
 
 Overseas Global Delivery Centers
 
 New Jersey (USA):
 
 Your Company has an established Global Delivery Centre (GDC) at
 Secaucus, New Jersey (USA) for a few years now to cater specifically to
 its American clients. While this proximity center offers benefits such
 as the same time-zone, direct communication and enables convenient
 management oversight, it also further enables the clients to outsource
 mission-critical tasks and share secure information that would have
 otherwise not been shipped beyond the shores.
 
 Saltillo (Mexico):
 
 Your company has a strong presence in Mexico with a near- shore
 Delivery Center at Saltillo. While Mexico offers cost- competitiveness
 compared to the United States of America, the country also provides
 immense benefits in the form of same time zone, enables immediate
 response and access to a vast talent pool and an untapped emerging
 market. Your company intends to leverage its near shore Delivery Center
 to cater to several global clients as an addition to the other existing
 options of continuing operations in the USA or in Hexawares base
 location of India.
 
 Global Cash Position
 
 The cash generated from operations was Rs 122 Million.  Company also
 generated Rs. 883 Million on sale of surplus assets net of taxes.
 Receipts from Treasury operations (interest and MF dividends) were Rs.
 1140 Million. Company has invested Rs. 340 Million in fixed assets.
 During the year, your Company paid dividend of Rs. 233 Million and
 repaid a part of the loan taken by Caliber Point (Nagpur), plus
 interest on the same, amounting to Rs 46 Million. As of 31st December,
 the cash position of the company was Rs. 4356 Million, equivalent in
 US$ 97.43 Million. Including the Mutual Fund investments, the total
 cash & cash equivalents was at Rs. 4,753 Million equivalent US$ 106.30
 Million.
 
 Human Resource Capital
 
 Your Company recognizes that Human Capital is its principal asset.
 Your Company has further strengthened the Executive Management team to
 bring leadership skills which are directly relevant to our growth at
 this stage.
 
 - Your Companys head count was 6,511 as on December 31, 2010.
 
 - To attract and retain people, your Company provides a judicious
 combination of attractive career, personal growth and a lucrative
 performance-based compensation structure.
 
 - Your Company has focused towards providing better employee experience
 by automating processes in on- boarding, payroll, attendance and leave
 management.
 
 Salient Features and Compelling Value Proposition
 
 Your company focuses extensively on rewarding all its stakeholders.
 From a corporate perspective - shareholders come first. From business
 perspective - clients are the cornerstone. From execution perspective -
 employees are extremely critical.
 
 From business and operations perspective, your Company is focused on
 strengthening different aspects of the Company to help drive business
 growth. These steps enable the Company to position well in the market
 place enabling entry into new logos.
 
 a.  Quality Processes:
 
 Your company has institutionalized and implemented an organization-wide
 project management tool and has developed several transition/change
 management tool kits and methodologies. These well-defined processes
 enable minimal errors and as a result keep any re-work to a minimum.
 These advancements ensure timely and consistent delivery of superior
 quality technology solutions to maintain a high level of customer
 satisfaction.
 
 Certifications: Your company has received various certifications
 including IS 9001:2000, SEI - CMM Level 5, Tick IT, BS7799 and ISO
 27001. During the year 2010, your Company was also awarded SAS 70 -
 Type I certification at an organization level. The wholly owned BPO
 subsidiary was awarded SAS 70-Type II certification during 2010.
 
 b.  Focus Areas:
 
 Your company has demonstrated leadership and incredible expertise in
 focus areas such as Enterprise Solutions, specifically in Peoplesoft,
 and in automated testing. The Company has further strengthened its
 field presence in these focus areas to increase the reach to cover more
 prospective customers and enhance access to reach senior executives at
 all clients. Your company is also a leading IT solutions provider with
 extensive domain knowledge for the Asset Management, Capital Markets
 and multiple reference-able customers in the Travel & Transportation
 Industry.
 
 c.  Agile & Nimble:
 
 The top 10 customers at your company generate 50% of the revenues on a
 trailing twelve month basis. This further demonstrates that your
 company has strategic relationships with its customers and execution
 excellence and capability to deliver large and complex engagements.
 
 With the right size; your Company is in a unique position to provide
 appropriate management access and exhibit nimbleness to meet unique
 customer requirements.  Such flexibility proves to be a unique
 differentiator while establishing strong relationship with CXO-level
 executive at the Client Organizations.
 
 d.  Multi-cultural dimension:
 
 Your company has presence in 20 countries directly and has employees
 stationed in 32 countries globally. Your company has global delivery
 centers in India, in proximity center in Secaucus (USA) and a near
 shore center in Saltillo (Mexico). With a rich client roster of 174
 marquee names, your Company possesses a unique understanding and access
 to not only the business practices but also the cultural and
 work-ethics in different regions globally.
 
 e.  Company focused on Corporate Governance:
 
 Your company has two Big 4 firms as auditors - Deloitte Haskins &
 Sells as its statutory Auditors and KPMG as its internal auditors. All
 the major committees of the Board are headed by Independent Directors.
 Your Company has followed Cadburys recommendation in having two
 different individuals as Chairman & CEO.
 
 Your company was rated amongst the Top 25 for Excellence in Corporate
 Governance by Institute of Company Secretaries of India for several
 years at a stretch.
 
 Your company Ranked 3rd among 30 companies for adopting best Corporate
 Governance Practices - study done by S. P. Jain Institute of Management
 & Research, Mumbai funded by National Foundation for Corporate
 Governance.
 
 Your company has been selected for a special commendation by the jury
 for the Golden Peacock Awards for Excellence in Corporate Governance
 for the year 2009.
 
 Quality and Security
 
 Your company continues to ensure benchmarking and certification
 according to international standards like ISO, TickIT and SEI-CMMI.
 Mexico center has been brought under ISO 9001:2008 in March 2010.
 
 The CMMI level 5 status (Version 1.2 for development) of your company
 is valid till March 2011. Your company is currently going through an
 appraisal for CMMI (SCAMPI-A) by KPMG.
 
 Your company has been certified for PCI-DSS Compliance in April 2010.
 Your company was also recommended for recertification for ISO27001:2005
 for India locations.  Mexico Center is included in the scope for
 ISO2700I and recommended for fresh certification. ISO27001:2005 is
 valid till Dec 2012. Your company was assessed with SAS70 Type-1
 Assessment in 2010.
 
 Other initiatives
 
 - High Risk Project Management: Your Company continues to manage an
 initiative to monitor critical projects based on criticality index
 derived from few identified parameters.  A separate Steering Committee
 of senior executives in the Company has been formed who hold regular
 meetings and continuously watch over the progress of such projects.
 
 - Your company had a clear focus on bringing up the security awareness
 level within the Organization with various initiatives like launch of
 the Information Security Portal, Annual Training Calendar, workshops
 and continuous trainings.
 
 - In addition, your company has undergone audit for SAS 70 - Type II at
 an organization level in 2010 and waiting for the Assessment Report.
 
 - Your company underwent a SAS 70 Type II audit for one of its top
 clients in 2009 successfully.
 
 Risk Management
 
 The Forex Committee of the Board oversees activities related to Foreign
 Exchange matters. A Foreign Exchange Risk Management Policy is in place
 to mitigate the key operational risks and risks of adverse exchange
 rates.
 
 The Banking, Investments & Operations Committee of the Board has also
 pro-actively reviewed the Investment Policy of your Company, which has
 led to a timely change in investments, ensuring safety, liquidity and
 returns on the surplus funds.
 
 Further, a Risk Management Committee (RMC) has been constituted
 consisting of the Chief Finance Officer, Chief People Officer, Chief
 Information Officer and President & Global Delivery Head. The Geography
 Sales Heads are members of this Committee. The Risk Management
 Committee identifies, evaluates and mitigates risk exposure of the
 Company from all angles and take inputs into consideration for taking
 appropriate actions.
 
 Internal Audit & Controls
 
 Your Company continues to engage KPMG as its internal auditor. During
 the year, your Company continued to implement their suggestions and
 recommendations to improve the control environment. Their scope of work
 includes safe guarding the assets of your Company, review of
 operational efficiency, effectiveness of systems and processes, and
 assessing the internal control strengths in all areas.
 
 Internal Auditors findings are discussed with the process owners and
 suitable corrective actions taken as per the directions of Audit
 Committee on an on going basis to improve efficiency in operations.
 
 Talent Management - Asset Development
 
 Your Company places great importance on nurturing and retaining the
 best skills in the industry. Moreover, it is careful in aligning the
 needs of your Company with aspirations of the employees.
 
 Your Company has the distinction of being among Indias best IT
 employer for five consecutive years ranking among the top 20 in
 Dataquest-IDC Annual Best Employer Survey from 2005 to 2009. As an
 appreciation for good work and contribution to the society, the 5th
 Employer Branding Awards 2010 conferred upon your Company the Award for
 Best in Corporate Social Responsibility Practice.
 
 At the end of the year, your Company employee strength stood at 6,511.
 Your Company has, over the years, made consistent efforts to retain and
 nurture talent by providing quality work, development and a work
 culture of meritocracy, learning and initiative. Your Company also
 provides world class infrastructure and facilities to employees and
 offers wealth creation programs like ESOPs.
 
 HexaVarsity ¦
 
 Learning and Development
 
 Your Company is a congregation with 6,511 employees with varied skills,
 professional experiences and educational backgrounds. During the year
 2010, your Company had recruited 544 fresh graduate engineers from
 engineering campuses. Your Company had inducted net addition of 1,374
 employees through 2010. Given the diversity of the professionals, your
 Company imparts different training programs to ensure harmonization of
 knowledge levels and consistency in standards and processes.
 
 Hexavarsity, the in-house Corporate University, provides the knowledge
 base which is required for all the employees ¦ to deliver software of
 consistent quality and comply with all institution-wide processes &
 practices. There are a variety of training programs including
 Foundation Training Program (FTP) for fresh graduate engineers
 recruited from campuses.  The induction program includes boot-camp
 program providing soft skills training, skills development program.
 Before being formally inducted into delivery stream, the freshers are
 provided on-the-job training to get live first-hand experience.
 
 For professionals with work experience, Hexavarsity offers programs
 that include Skill Development and Enhancement Program and Behavioral
 Training Programs too. As an organization-wide initiative, your Company
 has deployed Technical Competency Development Program (TCDP) for all
 its employees, which requires all employees to follow a Technology
 Quotient (TQ) framework based on their roles, levels of expertise and
 streams of specialization. The progress made on the TQ framework is
 tracked at every employee level and is an integral component of the
 annual Performance Management System. Hexavarsity is also well equipped
 to provide support for conducting any relevant training programs as
 required by the Execution Units (Delivery Units).
 
 To cater to overseas employees and professionals deployed at client
 locations; Hexavarsity supports employees through an online Learning
 Management System which provides the employees with the flexibility and
 provision to undergo the e-Learning courses at timings of their
 convenience. Further, Hexavarsity meets the needs for content
 development for both Technical and Behavioral training programs.
 
 For the year 2011, your Company expects to recruit in excess of 1,500
 employees of which fresh graduate engineers comprise 700 personnel.
 Hexavarsity is well equipped to provide extensive foundation training
 programs and support continuous learning and development programs.
 
 Corporate Governance and Management Discussion and Analysis
 
 Your Company endeavors to maximize the wealth of the shareholders by
 managing the affairs of the Company with a pre-eminent level of
 accountability, transparency and integrity.
 
 A report on Corporate Governance including the relevant Auditors
 Certificate regarding compliance with the conditions of Corporate
 Governance as stipulated in Clause 49 of the listing agreement with
 stock exchanges is annexed.
 
 Management Discussion and Analysis is also annexed.
 
 Directors Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors hereby state and confirm that:
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures;
 
 (ii) The Directors have selected such accounting policies and applied
 them consistently and 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 at the end of the financial year and of the profit of
 the Company for that period;
 
 (iii) 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) The Directors have prepared the annual accounts on a going concern
 basis.
 
 Employee Stock Option Plans (ESOP)
 
 Pursuant to the approval of the shareholders, your Company has
 instituted the Employee Stock Option Scheme, 1999, Employee Stock
 Option Plan, 2002, Employee Stock Option Plan, 2007 and Employee Stock
 Option Scheme, 2008 for all eligible employees, directors (excluding
 promoter directors) of the Company and employees of its subsidiaries.
 All the plans are administered by the Remuneration & Compensation
 Committee of the Board.
 
 During the year 2010, following were the movements under ESOPs:
 
 i) 1,550,245 options were exercised and your Company allotted 1,550,245
 equity shares of Rs. 2/- each to directors and employees on exercise of
 Stock Options.  These shares have been listed on the Bombay Stock
 Exchange Limited and National Stock Exchange of India Limited.
 
 ii) 712,000 options were granted under different schemes as follows:
 
 75,000 options were granted under ESOP 2008 scheme on 28.01.2010 at a
 price of Rs. 85.70/-
 
 200,000 options were granted under ESOP 2008 scheme on 28.04.2010 at a
 price of Rs. 73.30/-
 
 437,000 options were granted under ESOP 2007 scheme on 28.07.2010 at a
 price of Rs. 80.55/-
 
 iii) 49,000 options were surrendered under ESOP 2002 scheme.
 
 On 10.01.2011, 89,500 options were exercised by employees under ESOP
 2002 and 2007 Scheme and your Company allotted 89,500 equity shares of
 Rs. 2/- each to the employees on exercise of these Stock Options. These
 shares have been listed on the Bombay Stock Exchange Limited and
 National Stock Exchange of India Limited. On the same day, 665,000
 options were granted under Employee Stock Option Scheme 2007 at a price
 of Rs.. 118.50.
 
 On 12.01.2011, 202,551 options were exercised by employees under ESOP
 2007 Scheme and your Company allotted 202,551 equity shares of Rs. 2/-
 each to the employees on exercise of these Stock Options. These shares
 have been listed on the Bombay Stock Exchange Limited and National
 Stock Exchange of India Limited. On the same day, 80,000 options were
 granted under Employee Stock Option Scheme 2007 at a price of Rs..
 118.15.
 
 On 15.02.2011, 52,750 options were exercised by employees under ESOP
 2002 and 2007 Scheme and your Company allotted 52,750 equity shares of
 Rs. 2/- each to the employees on exercise of these Stock Options. These
 shares have been listed on the
 
 Bombay Stock Exchange Limited and National Stock Exchange of India
 Limited. On the same day, 109,000 options were granted under Employee
 Stock Option Scheme 2007 at a price of Rs. 103.95.
 
 The details of the Warrants / Options granted under the 1999, 2002,
 2007 and 2008 plans are given in the annexure attached herewith which
 forms a part of this report.
 
 Fixed deposits
 
 During the year under review, your Company did not accept or invite any
 deposits from the public.
 
 Insurance
 
 Your Company has sufficiently insured itself under various insurance
 policies to mitigate risks arising from third party or customer claims,
 property/casualty, etc.
 
 Errors & Omissions / General Liability:
 
 In a global services business, customers insist on our taking suitable
 Insurance covers including Errors & Omission (Professional Indemnity)
 and Commercial General Liability.  We have taken appropriate insurance
 covers with reputed insurers & re-insurers to protect the company from
 any third party liability claims that may arise at any point of time.
 
 Directors & Officers Liabilities:
 
 This policy covers the Directors & Officers of the Company against the
 risk of third party actions arising out of their actions / decisions,
 which may have resulted in financial loss to any third party. The
 Company has appropriately insured itself to mitigate such risks coming
 from any third party.
 
 Property / Casualty:
 
 Your company has insured its various properties & facilities against
 the risk of fire, theft etc. so that financials are not impacted in the
 unfortunate event of such events.
 
 The employees of the company are covered under various employee benefit
 Insurance against Hospitalization, Accidental Disability and Death.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 The information relating to Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo required under Section
 217(1)(e) of the Companies (Disclosure of Particulars in the Report of
 Board of Directors) Rules, 1988 is annexed and forms part of this
 Report.
 
 Subsidiaries
 
 In accordance with the provisions laid down in Section 212 of the
 Companies Act, 1956 your Company is required to attach the Directors
 Report, Balance Sheet and Profit and
 
 Loss Account of the subsidiaries to its Balance Sheet. As per the
 requirements under Section 212 (8) of the Companies Act, 1956, your
 Company had applied for the necessary application to the Central
 Government which has been conferred with the power to grant exemption
 from the aforesaid requirement.  In this regard, your Company has
 received an approval from the Government of India, Ministry of
 Corporate Affairs; vide their letter no. 47/720/2010-CL-lll dated
 12/01/2011 granting an exemption from attaching the audited accounts of
 the subsidiaries to this Annual Report for the financial year ended
 December 31, 2010. A statement, as directed by the ministry, furnishing
 particulars of the subsidiaries, forms part of this Annual Report.
 Audited Accounts of all subsidiaries of the Company are available at
 the Registered Office of the Company for inspection by members. The
 Company will make available these documents upon request by any member
 of the Company.
 
 Focus Frame Mexico S de RL De CV, Mexico merged with Hexaware
 Technologies Mexico S de RL De CV, Mexico w.e.f.  January 1, 2010.
 
 Focus Frame UK Limited, name of the Company was struck off from the
 registrar of companies in U.K. w.e.f. 25th May, 2010.
 
 Risk Technologies (UK) Limited, name of the Company was struck off from
 the registrar of companies in U.K. w.e.f. 1st June, 2010.
 
 Two new step down subsidiaries were incorporated during the year
 namely, Hexaware Technologies SRL, Argentina and Hexaware Technologies
 DO Brazil Limited, Brazil, shares held by nominees of Hexaware
 Technologies Limited.
 
 Directors
 
 In accordance with the Articles of Association of the Company, Mr. P.
 R. Chandrasekar, Dr. (Mrs.) Alka Nishar, Mrs. Preeti Mehta and Mr.
 Bharat Shah, Directors of the Company, retire by rotation at this
 Annual General Meeting and, being eligible,offer themselves for
 re-appointment at the ensuing Annual General Meeting.
 
 The information to shareholders as per Clause 49 of the Listing
 Agreement pertaining to brief resume, expertise in functional areas,
 names of companies in which Mr. P. R. Chandrasekar, Dr. (Mrs.) Alka
 Nishar, Mrs. Preeti Mehta and Mr. Bharat Shah are Directors etc. is
 being provided separately in the Annexure on Page No. 61 of the
 Corporate Governance Report of this Annual Report. Members are
 requested to refer the said section of the Corporate Governance Report.
 
 Auditors
 
 In terms of provisions of Section 224 of the Companies Act, 1956, M/s.
 Deloitte Haskins & Sells retire at this
 
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. Pursuant to the recommendation of the Audit Committee
 at their meeting held on February 15, 201 1 recommending re-appointment
 of M/s. Deloitte Haskins & Sells as Statutory Auditors of the Company,
 for the financial year 2011,the Board of Directors - have, subject to
 the approval of the shareholders, at their meeting held on February 16,
 2011 approved the re-appointment of M/s. Deloitte Haskins & Sells as
 the Statutory Auditors of the Company for the financial year 201 land
 to hold office till the conclusion of the next Annual General Meeting.
 In terms of provisions of section 224(1 B) of the Companies Act, 1956 :
 M/s. Deloitte Haskins & Sells have furnished a certificate that their
 appointment, if made, will be within the limits prescribed under the
 said section of the Act.
 
 Particulars of employees
 
 As required by section 217 (2A) of the Companies Act, 1956 read with
 the Companies (Particular of Employees) Rules, 1975, the particulars of
 employees forms part of this report. However, as permitted by section
 219(1)(b)(iv) of the Companies Act, 1956, the report and accounts are
 being sent excluding the statement containing the particulars to be
 provided under section 217(2A) of the Act. Any member interested in
 obtaining such particulars may inspect the same at the Registered
 Office of the Company or write to Asst Company Secretary for a copy
 thereof.
 
 Acknowledgment
 
 Your Directors place on record their sincere appreciation of the
 customers, bankers, Government of India and of other countries,
 Registrar and Share Transfer Agents, vendors and Technology Partners
 for the support extended. Your Directors are also deeply touched by the
 efforts, sincerity and loyalty displayed by the employees without whom
 the growth of the Company is unattainable. Your Directors wish to thank
 the investors and shareholders for placing immense faith in them.  Your
 Directors seek, and look forward to the same support during the future
 years of growth.
 
 For and on behalf of the Board of Directors
 
 Atul K. Nishar
 Chairman
 
 Place : Mumbai
 Date  : March 12, 2011