The Directors are pleased to present their Report on the business and
 operations of your Company for the year ended March 31, 2011.
 
 Financial Results
  
                                       (Rs. in Crore except share data)
 
 For the year ended 31st March          Standalone        Consolidated
 
                                      2011     2010      2011     2010
 
 Operating Income                    544.88   486.81  1,073.24   892.34
 
 Other Income                          8.03     2.71     28.95    31.13
 
 Total Income                        552.91   489.52  1,102.19   923.47
 
 Operating Expenses                  420.85   352.32    917.90   737.85
 
 Depreciation                         38.04    33.60     45.22    38.56
 
 Financial Expenses                    5.59     7.65      8.95     9.93
 
 Profit before Exceptional Items 
 and Tax                              88.43    95.95    130.12   137.13
 
 Exceptional Items                      --     (5.76)     --      (5.76)
 
 Profit before Tax                   88.43   101.71    130.12   142.89
 
 Provision for tax (incl. 
 deferred tax)                        13.24     6.57     22.80    12.81
 
 Profit after Tax                    75.19    95.14    107.32   130.08
 
 Add: Share of Profit in Associates    --       --       --       0.02
 
 Add: Balance brought forward from the
 Previous Year                        90.98    53.53    195.56   123.15
 
 Profit Available for Appropriation 166.17   148.67    302.88   253.25
 
 
 Dividend
 
 -Final (Proposed)                    41.18    41.18     41.18    41.18
 
 -Dividend Tax                         6.52     7.00      6.52     7.00
 
 Transferred to General Reserve        7.51     9.51      7.51     9.51
 
 Balance Carried Forward             110.96    90.98    247.67   195.56 
 
 Earnings per share (Rs.)
 
 -Basic                               36.52    46.32     52.12    63.35
 
 -Diluted                             36.50    46.16     52.09    63.12
 
 Review of Financials
 
 On a standalone basis, Total Income for the year ended 31st March 2011
 (FY 2011) was Rs. 552.91 crore, an increase of 12.9% over the Total
 Income of Rs. 489.52 crore for the year ended 31st March 2010 (FY
 2010).  Profit Before Tax (PBT) (pre-exceptional items) was Rs. 88.43
 crore, a decrease of 7.8% from Rs. 95.95 crore in the previous
 Financial Year. The PBT Margin (pre-exceptional items) fell by 40 basis
 points to 15.9% in FY 2011 from 19.6% in FY 2010. Profit after Tax
 (PAT) for FY 2011 was Rs. 75.19 crore as against Rs. 95.14 crore in FY
 2010. PAT Margin fell from 19.4% in FY 2010 to 13.6% in FY 2011.
 
 On a Consolidated basis, Total Income was Rs. 1,102.19 crore in FY 2011
 as against Rs. 923.47 crore in FY 2010, an increase of 19.4%. PBT
 (pre-exceptional items) was Rs. 130.12 crore in FY 2011 as compared to
 Rs. 137.13 crore in FY 2010, a decrease of 5.1%. PBT Margin
 (pre-exceptional items) was at 11.8% as compared to 14.8% in FY 2010.
 PAT was Rs. 107.32 crore in FY 2011 as against Rs. 130.08 crore in FY
 2010. PAT Margin fell from 14.1% in FY 2010 to 9.7% in FY 2011.
 
 The highlights of the year were:
 
 Growth of 20.3% in Consolidated Revenues;
 
 Employee headcount at 19,442 associates - a growth of 24.5% (Previous
 Year - 15,615);
 
 Addition of 34 new clients - an increase of 47.2%, bringing the total
 to 106 clients at the end of the year;
 
 Acquisition of Careline Services Limited, UK;
 
 Addition of 7 new centres of which 3 centres are in India, 3 in the UK
 through Careline acquisition and 1 in the Philippines (Manila);
 
 Setting up SEZ unit by Hinduja Outsourcing Solutions India Private
 Limited, a wholly owned subsidiary of the Company;
 
 Consolidated PAT for FY 2011 - Rs. 107.32 crore translating into a
 Diluted EPS of Rs. 52.09 per share;
 
 Cash & Cash equivalents as on 31st March 2011 - Rs. 618.92 crore
 translating to Cash & Cash Equivalents of Rs. 300 per share; and
 
 Net Worth as on 31st March 2011 - Rs. 998.83 crore translating to a
 Book Value of Rs. 485 per share.
 
 Dividend
 
 Your Directors have recommended a dividend of Rs. 20/- per share (200%
 on the face value of Rs. 10/-) for the current year.
 
 The dividend payout will absorb Rs. 47.70 crore, including dividend
 tax. The dividend payout ratio for the year (including dividend
 distribution tax), would be 63.4% of the standalone profits and 44.4%
 of the consolidated profits.
 
 Business Review
 
 BPO Industry Overview
 
 Your Company focuses on ITeS BPO services within the broader IT/ITeS
 industry.
 
 While the domestic market continued to demonstrate a strong performance
 with sustained growth in GDP, the key customer markets of North America
 and Europe displayed marginally improved signals of economic
 performance. This was evident in the resurgence in demand for business
 services in both traditional as well as emerging markets. While this
 was helped in part by pent-up demand from the corporate sector and the
 return of discretionary spending, the improved value proposition from
 service providers was a key catalyst in industry growth. FY 2011 has
 been a year in which the operating environment became more dynamic
 resulting in a heightened focus on innovation for suppliers. Apart from
 engaging current customers, service providers needed to attract and
 encourage fi rst time buyers.
 
 This has brought about a shift in focus from rudimentary outsourcing
 models which deliver cost or talent leverage to higher value added
 services, innovation and transformation; the latter results in greater
 strategic benefits to clients.
 
 The emergence of the newer, value added focus is evident in the manner
 in which the sector has begun to actively diversify beyond core
 offerings and markets through new business and pricing models,
 specialize in providing end-to-end service offerings with deeper
 penetration across verticals, transform process delivery through
 re-engineering and drive inclusive growth in India by developing
 targeted solutions for the domestic Indian market. All these factors
 helped India grow faster than its competitors, accounting for almost
 90% of incremental growth in the global sourcing market.
 
 Global Sourcing Trends
 
 On the back of resurgence in global business spending, the IT services
 spend increased by 1.4% in 2010. Of this, IT outsourcing grew by 2.4%.
 An ROI-led focus resulted in BPO sector growing by 4%, while software
 products rose by 3.7%. Within IT outsourcing, global sourcing grew by
 10.4% in 2010 validating Industrys integral position in service
 delivery chain.
 
 The year saw wide ranging contract restructuring exercises and deal
 size reductions as buyers came to terms with new business models and
 budgetary constraints. With customers demanding more immediate value
 from IT and forward-looking strategies that support growth and
 innovation, service providers are adopting newer value focused methods
 incorporating operational excellence through ongoing innovation,
 diversifi cation, renewed partnerships and alliances and recalibrated
 business models.
 
 The BPO services market in Asia/Pacifi c (excluding Japan) reached USD
 8.6 billion in 2010, a 22.85% increase from 2009 revenue of USD 7
 billion. By vertical, Banking, Financial Services and Insurance (BFSI),
 Communications, Government and Travel & Transportation were the largest
 consumers of BPO services in the region.
 
 Indian IT - BPO performance
 
 The sector is estimated to aggregate revenues of USD 88.1 billion in FY
 2011, with the IT software and services sector (excluding hardware)
 accounting for USD 76.1 billion of revenues.
 
 Export Market:
 
 Export Revenues: Export revenues of the IT software and services sector
 (excluding hardware) are estimated to gross USD 59 billion in FY 2011
 accounting for a 2 million workforce. The BPO segment of this sector
 grew by 14 per cent to reach USD 14.1 billion.
 
 Geographic focus: The year was characterized by a consistent demand
 from the US, which increased its share to 61.5% to retain its status as
 the pre-eminent market. Emerging markets of Asia Pacifi c and Rest of
 the World also contributed signifi cantly to overall growth.
 
 Vertical Markets: While the sectors vertical mix is well balanced
 across several mature and emerging sectors, the year was characterized
 by broad based demand across traditional segments such as Banking,
 Financial Services and Insurance (BFSI), as well as across emerging
 verticals of Retail, Healthcare, Media and Utilities.
 
 Service Lines: The BPO segment grew by 14% to reach USD 14.1 billion
 and the year also witnessed the next phase of BPO sector evolution
 characterized by greater breadth and depth of services, process
 re-engineering, increased delivery of analytics and knowledge based
 services through platforms, strong domestic market focus and SME
 centric delivery models. Changing demand patterns led to a renewed
 focus on existing client relationships, mining for new clients and
 restructured operations to provide focused vertical solutions. Further,
 the Industry focused on achieving excellence in business process
 management and delivering strong transformational benefits creating
 revenue impact for clients.
 
 Domestic Market:
 
 Domestic Revenues: Domestic IT-ITeS revenues, excluding hardware, are
 expected to grow at almost 16% to reach USD 17.1 billion in FY 2011. IT
 services is one of the fastest growing segment in the Indian domestic
 market, rising by 16.8% to reach Rs. 501 billion, driven by localized
 strategies designed by service providers.
 
 Movement to Non-Metro Cities: Service Providers are beginning to reap
 the benefits of transitioning business from Tier I to Tier III cities.
 These destinations result in signifi cant cost savings and are an
 attractive proposition for the price sensitive Indian market.
 
 Drivers of Growth: The Domestic market in India offers among the
 highest growth rates globally and is characterized by emerging
 sophistication as well as heightened competition. The growth of the
 Domestic BPO segment is expected to be driven by demand from emerging
 verticals, new customer segments and value based transformational
 outsourcing platforms in addition to voice based services. Strong
 economic growth, rapid advancement in technology infrastructure,
 increasingly competitive Indian organizations, enhanced focus by the
 government and emergence of business models that help provide IT to new
 customer segments are the key drivers for increased technology adoption
 in India.
 
 Government Initiatives: The Government sector has emerged as a key
 catalyst for increased IT adoption - through sector reforms that
 encourage IT acceptance. National e-Governance Programmes (NeGP) and
 the Unique Identifi cation Development Authority of India (UIDAI)
 program are landmark programs that highlight the increased adoption of
 large scale IT infrastructure and IT enabled services by Central, State
 and Local governments.
 
 Indian IT-BPO Value Proposition & Outlook
 
 The top three slots in AT Kearneys 2011 Global Services Location Index
 (GSLI) are occupied by three Asian countries: India, China and
 Malaysia; with India a half-point ahead of China and a full point in
 front of Malaysia as per the report.
 
 India has retained its position as the leading global off-shoring
 destination with a 55% share of the global IT and ITeS market in 2010
 and been able to increase its market share in spite of competitive
 challenges presented by emerging off-shoring destinations. This has
 been made possible due to the development of a set of factors unique to
 India, which help to multiply its value proposition manifold. While the
 cost advantage has narrowed over the years, India enjoys the worlds
 largest pool of employable talent, a service delivery infrastructure
 across multiple geographically dispersed locations within the country
 and a supportive policy regime.
 
 Indian IT-ITeS companies are expected to diversify their business from
 core markets such as the US and UK and Indian IT companies have already
 begun to explore opportunities offered by other growing markets such as
 Mexico, Ireland, the Netherlands, the Philippines and Brazil. Though
 these fl ourishing markets are presently small, they are expected to
 drive the growth in future.  In addition, by concentrating on these
 markets, businesses can diversify their risks across regions.
 
 Software Technology Parks of India (STPI) units have played a vital
 role in fostering growth of the Indian IT-ITeS industry. The cessation
 of tax holiday after March 2011 could slow down future expansion
 proposals especially of smaller companies. However, larger companies
 are expected to alleviate the marginally higher taxes and narrowing
 returns through increased scale.
 
 In future, the IT-ITeS industry is likely to go through a paradigm
 shift across fi ve parameters:
 
 Markets - Growth will be driven by new markets - SMEs, Asia, public
 sector and government infl uenced entities will become a priority
 customer base.
 
 Customers - Customers will demand transformative value propositions
 that go beyond cost leverage. As technology creates virtual supply
 chains, customers will require a seamless experience across time zones
 and geographies and there will be an increasing demand for innovation
 and end-to-end transformation.
 
 Service Offerings - Offerings that are high-end and deeply embedded in
 customer value chains will emerge.  Services and delivery will become
 location-agnostic leading to new opportunities such as design services
 in manufacturing and Remote Infrastructure Management (RIM). Solutions
 for the domestic market will be a key focus area.
 
 Talent - Government pressures to create local jobs and the need for
 local knowledge will alter the employee mix - a higher proportion of
 non-Indians with multilingual and localized capabilities. There will be
 a much greater focus on ongoing development of specialized skills and
 capabilities.
 
 Business models - Driven by a focus on expertise and intellectual
 property, offerings will shift from piecemeal, technology-centric
 applications to a range of integrated solutions and higher-end
 services, spanning new service lines (e.g., green IT). Additional
 productivity improvements and the development of Tier II and Tier III
 cities as future delivery centres is expected to help enhance Indias
 competitiveness.
 
 Other aspects of the Indian ITeS industry, besides the growing breadth
 and depth of the service portfolio that refl ect its increasing
 maturity, include the increasing global delivery footprint and
 continuous emphasis on enhancing service delivery effi ciency and
 productivity.
 
 Strong fundamentals, a robust enabling environment and enhanced value
 delivery capability are the hallmarks of the Indian IT-ITeS industry.
 
 Performance of Hinduja Global Solutions Ltd.
 
 Your Company continued its strong performance despite the uncertainty
 and volatility of the operating environment. The Total Consolidated
 Income for FY 2011 expanded by 19.4% to Rs. 1,102.19 crore from Rs.
 923.47 crore in FY 2010.
 
 This performance was creditable in view of the challenges faced by the
 Company during the year, viz.:
 
 o Appreciation of the Indian Rupee and Philippine Peso against the U.S.
 dollar;
 
 o Pricing pressure in the domestic market by domestic telecom clients
 due to heightened competition and a continued reduction in ARPUs;
 
 o Rising infl ation leading to salary revisions and increase in
 employee attrition rates; and
 
 o Phasing out of some of the Companys tax benefits.
 
 This performance was due to initiatives undertaken by your Company to
 reduce cost of delivery in order to be more price competitive as it
 pursues more opportunities in the gradually improving operating
 environment.
 
 During FY 2011, in India, your Company opened delivery centres in Tier
 III cities of Nagercoil and Guntur and set up a second center in
 Durgapur. The total seat capacity for your Company stands at 10,434 as
 of March 31, 2011. Your Company has initiated steps to open a delivery
 centre in Siliguri in northern West Bengal and is examining the
 possibility of opening more centers in other parts of India.
 
 Your Company has set up its third Philippines delivery centre at Iloilo
 city with a capacity of 400 seats and spread across 25,000 sq. ft. Your
 Company was one of the fi rst Indian BPO companies to enter the
 Philippines and setting up of the third delivery centre is a testimony
 to the excellent performance of the Companys Philippines operations.
 
 Apart from the Philippines operations, your Companys international
 operations, viz. Affi na, LLC (in the USA) and Careline Services Ltd
 (in the UK) (acquired in June 2010) have performed well and have
 contributed to the overall profitability of your Company. The
 integration of Careline has progressed well and your Company is already
 discussing expansion plans with some of Carelines key customers.
 
 Your Company will continue to pursue growth primarily from these three
 areas: -
 
 Increase business volumes from the existing customers;
 
 Increase business by approaching new customers in the existing
 verticals and markets; and
 
 Identify and enter new verticals and markets.
 
 Your Company believes that this diversifi ed business model would
 enable it to maintain growth and profitability in the coming years.
 
 In future, your Companys outsourcing projects are expected to be both
 operative and consultative in nature. It will need to work more closely
 with clients to better understand and evaluate strategies and business
 models and identify room for improvement. Despite an improved operating
 environment over the last couple of years, customers continue to be
 conservative with budgets and are keen to run leaner organizations in
 order to sustain the cost savings realized from measures taken in the
 aftermath of the global fi nancial crisis of 2008. In order to respond
 to the dynamic macro-environment, your Company will concentrate on
 reducing costs, increase the diversifi cation of its business across
 different markets / verticals, setup centres in best fit geographies
 and sustain best practices within the organization.
 
 Subsidiaries
 
 Pacifi c Horizon Limited is a wholly owned subsidiary of your Company
 incorporated under the laws of Mauritius. Its principle activity
 consists of investments in overseas subsidiaries and investment of
 surplus funds. Pacifi c Horizon Limited owns 100% of the share capital
 of Hinduja Global Solutions Inc., USA, C-Cubed NV, Netherlands and HTMT
 Europe Ltd., UK.
 
 During the year under review, the total income was USD 5,714,604 as
 against USD 6,810,527 during the previous year and profit after tax
 was USD 4,100,355 as against USD 5,090,352 during the previous year.
 
 Hinduja Global Solutions Inc., (Previously known as Source1 HTMT Inc.,)
 USA, a wholly owned subsidiary of Pacifi c Horizon Ltd., Mauritius,
 specializes in marketing and provides both voice and non-voice related
 Customer Contact and Business Process Outsourcing services to its
 clientele. The name of the Company was changed from Source1 HTMT Inc.
 to Hinduja Global Solutions Inc. with effect from 29th June, 2010.
 
 For FY 2011 Hinduja Global Solutions Inc., reported consolidated
 revenues of USD 169,259,605 and Net Income of USD 2,056,094.
 
 Affi na LLC, (and its subsidiaries RMT LLC and Affi na Company) Affi
 na was acquired in November 2006 by Hinduja Global Solutions lnc.,
 USA. Affi na operates in fi ve cities in USA and Canada. Affi na
 partners with Fortune 1,000 companies and government agencies to
 provide comprehensive Customer Relationship Management programs
 integrating inbound contact center, internet, database marketing,
 market research, close-loop lead management and fulfi llment services.
 
 For FY 2011, Affina recorded total revenues of USD 85,139,154 as
 compared to FY 2010 revenues of USD 79,233,758 and Profit before Tax
 of USD 5,556,870 as compared to USD 6,087,256 in FY 2010.
 
 Apart from Affi na LLC, Hinduja Global Solutions Inc., has a subsidiary
 called Hinduja TMT France.
 
 HTMT Europe Limited is a UK based subsidiary which focuses on
 consulting services for BPO and call centre services and markets
 offshoring services to UK based clients. In June 2010, HTMT Europe
 acquired 100% stake of the U.K. based Careline Services Limited thereby
 making it a wholly owned subsidiary of HTMT Europe with effect from
 21st June, 2010.
 
 Careline Services Limited is a leading contact centre servicing more
 than 20 marquee customers across verticals such as Government, FMCG,
 Financial Services, Automobiles, Telecom and Retail. Established in
 1977, it offers a range of services for inbound and outbound
 interactions and has over 800 highly trained employees in London and
 Scotland. It handles in excess of 50,000 customer interactions every
 day across multiple channels and in 14 different languages.
 
 For the period 21st June 2010 to 31st March 2011, Careline reported
 revenues of GBP 15,626,268 and Profit after tax of GBP 820,810.
 
 Hinduja Outsourcing Solutions India Private Limited (HOSIPL)
 
 During FY 2011, your Company also acquired 100% equity stake of Hinduja
 Outsourcing Solutions India Private Limited (HOSIPL) making it a wholly
 owned subsidiary. HOSIPL has received necessary approvals from the
 Development Commissioner, Special Economic Zone (IT/ITeS), Karnataka,
 Bangalore and has set up a unit in Special Economic Zone (SEZ) at
 Global Village, Bangalore. HOSIPLs SEZ unit, housed over an area of
 approximately 43,000 sq. ft., has a capacity of approximately 1,000
 seats.
 
 During FY 2011, HOSIPL has commenced partial operations with
 international clients from the health insurance and hospitality
 verticals and recorded revenues of Rs. 2.78 crore.
 
 New Logo
 
 With operations in six countries and continuously expanding to other
 geographies, your Company is today uniquely poised at the edge of an
 important transformation with its operations becoming truly global.
 This metamorphosis must refl ect in an identity and a logo is a
 critical component of such identity.
 
 Your Company has therefore, designed a new logo which is easy on the
 tongue for international audience and binds your Companys diverse
 operations across globe.
 
 The basic color gradient of the new logo in a contemporary typography
 and the rainbow hues on the Energy Rings are a symbol of the renewed
 strength and vigor of HGS and emphasizes your Companys fl exibility to
 changes as it makes inroads into new continents.  The color gradient
 also represents a work environment that is an assimilation of varied
 regions, religions, cultures and traditions. For a business
 transformation powerhouse like HGS, the deep blue hues of the initials
 HGS progresses from a dark blue to a lighter shade of blue,
 signifying exploration, adventure and movement to a much brighter
 future.
 
 The recall value of the new logo is improved by the fact that it uses
 the acronym for Hinduja Global Services.  The logo retains our heritage
 and pride while being contemporary, providing an umbrella brand to your
 Companys culturally and geographically diverse global operations.
 
 Addressing Social Concerns
 
 In the past year, your Company has proved, yet again, that it has fi
 rmly remained committed to community welfare initiatives. It patronized
 and partnered with organizations and NGOs championing various causes,
 reaching out to the needy. The Company contributed to the Concern India
 Foundation, by way of participating in the World 10k Run. The
 contributed sum will aid in supporting the child care center for
 preschool children, run by the foundation. Apart from numerous other
 NGOs, the Company has also donated funds to the Hinduja Foundation,
 known for its humanitarian activities in the fi elds of Arts, Culture,
 Education, Social Welfare and Healthcare.
 
 Your Company continues to enrich its contribution to the society by
 engaging in activities that make a positive social impact. The Company
 has made a concerted effort to contribute to the community, by engaging
 in philanthropic acts such as visiting orphanages and old age homes,
 donating clothes, money, toiletries and stationary and organizing
 interactive activities for the inmates of these institutions. Another
 regular feature across the centers is organizing blood donation camps
 through the year. In a bid to increase awareness among potential
 recruits from various institutes about the ITeS sector, the recruitment
 team also organized various awareness programs across the centers.
 
 Driven by a sense of responsibility to the community that is deeply
 embedded in its culture, your Company engages with the society across
 all levels, across geographies. From initiating projects promoting
 public health to creating awareness about the importance of education
 and environmental protection, there has been a constant involvement in
 noteworthy and worthwhile causes. As your Company scales new heights,
 its resolve to serve and contribute to the society has also gotten
 stronger.
 
 Communication and Public Relations
 
 Your Company progressed to the next level in its communications and
 public relations plan by expanding the function and building a more
 robust communication strategy. Driven by a vision that envisaged the
 Company as climbing greater heights, the Companys communications plans
 have now matured as a tool to shape its future in the media. Thus, as
 your Company diversifi es its reach and potential, its communication
 strategy is now all set to ensure a parallel spurt in visibility and
 brand recognition, internally and externally.
 
 2010-2011 also saw the initiation of various projects meant to
 strengthen the brand of your Company and streamline its communication
 processes. The intranet and internet overhaul formed the crux of this
 initiative, with both communication platforms receiving a more
 progressive and user friendly look in terms of design, content and
 functionality.
 
 While the Companys internal human resources newsletter, Global
 Connect, has now adopted a consistent format, the Town Hall meetings
 have received a fi llip by covering all global centers in the webcast
 and includes speakers from these centers. The Company also focused on
 increasing brand awareness amongst employees in its acquired entities,
 by tailoring an engagement plan themed Connect Beyond.
 
 Your Companys visibility in the media has grown substantially with
 astute media management. Proactive and positive coverage on the
 Companys success stories, appearances in key forums and discussions
 have ensured that brand HGS has come a long way in gaining a foothold
 in mainstream media. The Companys top rankings in the NASSCOM Top BPO
 Companies survey, Dataquest Top BPO Companies and Dataquest Employee
 Satisfaction survey, and its inclusion in the India Inc.  Fast 500
 Companies list is indicative of the growing stature of your Company.
 
 With the launch of the new visual identity, multiple initiatives for
 brand enhancement and brand integration are currently underway and are
 slated to continue into the next fi nancial year.
 
 Your Companys financial results, important developments and
 achievements are communicated and uploaded on its website
 www.hindujagsl.com.
 
 Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
 Certifi cation
 
 Chief Executive Officer and Chief Financial Officer Certifi cation as
 required under Clause 49 of the Listing Agreement and Chief Executive
 Officer declaration about Code of Conduct are furnished in Annexure A
 and A-1 to this Report.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The prescribed particulars as required under Section 217(1) (e) of the
 Companies Act, 1956 relating to Conservation of Energy, Technology
 Absorption and
 
 Foreign Exchange earnings and outgo are furnished in Annexure-B to this
 Report.
 
 Corporate Governance
 
 As required under Clause 49 of the Listing Agreements, a detailed
 report on Corporate Governance forms Annexure-C to this Report.
 
 The Statutory Auditors of the Company have examined the Companys
 compliance and have certifi ed the same as required under the Listing
 Agreements. The certifi cate is reproduced as Annexure-D to this
 Report.
 
 Management Discussion and Analysis Report
 
 Further, a separate Management Discussion and Analysis Report covering
 a wide range of issues relating to performance, outlook etc., is
 annexed as Annexure-E to this Report.
 
 ESOP
 
 The disclosures required to be made under the Securities Exchange Board
 of India (Employee Stock Option Scheme and Employee Stock Purchase
 Scheme) Guidelines, 1999 are given in Annexure-F to this Report.
 
 Fixed Deposits
 
 Your Company has not accepted any fixed deposits from the public and,
 as such, no amount of principal or interest was outstanding as on the
 Balance Sheet date.
 
 Directors
 
 Ms. Vinoo S. Hinduja and Mr. Anil Harish - Directors of your Company,
 are liable to retire by rotation at the ensuing Annual General Meeting
 (AGM) and being eligible, offer themselves for re-appointment.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your
 Directors, based on the information and documents made available to
 them, confi rm that:
 
 i) In the preparation of Annual Accounts, for the year ending 31st
 March 2011, the applicable accounting standards have been followed.
 There are no material departures in the adoption and application of the
 accounting standards;
 
 ii) They 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
 your Company at the end of the fi nancial year and of the profit of
 your Company for that period;
 
 iii) They have taken proper and suffi cient care to the best of their
 knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956
 for safeguarding the assets of your Company and for preventing and
 detecting fraud and other irregularities; and
 
 iv) They have prepared the Annual Accounts on a going concern basis.
 
 Auditors
 
 M/s Price Waterhouse, Chartered Accountants, the Statutory Auditors of
 your Company, retire at the conclusion of the forthcoming Annual
 General Meeting of your Company and being eligible offer themselves for
 re-appointment. The Board recommends the re-appointment of Auditors.
 
 Exemption from attaching Accounts and other Documents of Subsidiaries
 
 The Ministry of Corporate Affairs (MCA) vide Circular dated 8/2/2011
 has granted exemption under section 212(8) of the Companies Act, 1956
 from annexing Balance Sheet and other documents of subsidiaries with
 the Annual Report of the holding company provided certain conditions
 are fulfi lled. The Board of Directors of your Company at its meeting
 held on 8th February 2011, (in view of fulfi llment of all conditions
 prescribed by the Ministry of Corporate Affairs under Circular No.
 5/12/2007-CL-III dated 8th February 2011) resolved for not attaching
 the Balance Sheet and other documents of the subsidiaries named below,
 with the Balance Sheet of the Holding Company i.e., Hinduja Global
 Solutions Limited, for the fi nancial year 1st April, 2010 to 31st
 March, 2011:
 
 1) Pacifi c Horizon Limited, Mauritius;
 
 2) Hinduja Global Solutions Inc., USA;
 
 3) Affi na LLC, USA;
 
 4) Affi na Company, Canada;
 
 5) RMT LLC, USA;
 
 6) HTMT Europe Limited, UK;
 
 7) Careline Services Limited, UK;
 
 8) Hinduja TMT France, France;
 
 9) Customer Contact Center Inc., Philippines;
 
 10) C-Cubed (Antilles) N.V., Netherlands;
 
 11) C-Cubed B.V., Netherlands;
 
 12) Hinduja Outsourcing Solutions India Pvt. Ltd., India.
 
 Accordingly, the Annual Accounts and other documents for the year ended
 March 31, 2011 of the subsidiary companies are not attached to the
 Annual Report. The Accounts of the subsidiaries will be made available
 for inspection by any member of the Company at its Registered Office
 and also at the Registered Office of the concerned subsidiary. The
 accounts of the subsidiary companies and detailed information will be
 made available to the members upon receipt of request from them. The
 summary of key fi nancials of the Companys subsidiaries, as provided
 in the Circular dated 8/2/2011 is included in this Annual Report. The ¦
 accounts of individual subsidiary companies would be available on
 Companys website www.hindujagsl.com
 
 Employees Particulars
 
 Particulars of employees as required under Section 217 (2A) of the
 Companies Act, 1956 and the Companies (Particulars of Employees) Rules
 1975 as amended, forms part of this Directors Report. However, in
 accordance with the provisions of Section 219 (1) (b) (iv) of the
 Companies Act, 1956, this Report is being sent to all the shareholders
 of the Company excluding the aforesaid information. Members interested
 in obtaining the said information may write to the Company Secretary at
 the Registered Office of the Company.
 
 Acknowledgements
 
 Your Board takes this opportunity to thank the customers, vendors,
 business partners, shareholders and bankers for the faith reposed in
 the Company and also thank the Government of India, various regulatory
 authorities and agencies for their support and looks forward to their
 continued encouragement. Your Directors place on record their sincere
 appreciation of the contribution of the Companys most important asset,
 viz. the employees, who through their sheer competence, hard work and
 co-operation have enabled the Company to achieve consistent growth.
 
                                 For and on behalf of the Board
  
 Place: Mumbai                            Ramkrishan P. Hinduja
 
 Date: May 12, 2011                                    Chairman