iGATE Global Solutions

The Directors are pleased to present their Report on the business and
 operations of your Company for the year ended March 31, 2008.
 
 FINANCIAL RESULTS
 
                                                          (Rs. 000)
                                             2007-08        2006-07
 
 Net Sales / Income from Operations        7,815,148      7,472,741
 Cost of Revenue                           5,163,831      5,211,466
 Cross Profit                              2,651,317      2,261,275
 Selling, Marketing and other General
 Administration Expenses                   1,357,946      1,363,758
 Operating Profit                          1,293,371        897,517
 Other Income                                110,088         11,572
 Interest                                     15,690         28,315
 Depreciation                                387,154        376,972
 Profit on sale of Investment in 
 Joint Venture, SAC India Pvt. Ltd.           29,400           - 
 Profit before taxation                    1,030,015        503,802
 Provision for Taxation
 Current Tax                                 119,958          7,656
 Less: MAT Credit Entitlement               (101,200)          -
 Deferred Tax                                 (7,021)          -
 Fringe Benefit Tax                           15,972         14,882
 Profit after taxation                     1,002,306        481,264
 Excess tax provision / 
 refunds for earlier years                     6,345          9,380
 Provision for diminution in 
 investment/loans due from Subsidiary       (111,356)          -
 Long term investment written off            (25,998)          - 
 Investments in subsidiaries 
 written off on closure                         -           (22,790)
 Profit for the year                         871,297        467,854
 Balance brought forward from Previous year  731,947        453,905
 Profit available for appropriation        1,603,244        921,759
 Deficit on cancellation of 
 investments on merger of subsidiary          19,373         56,400
 Proposed Dividend                              -            75,881
 Dividend paid                                    34           - 
 Dividend Tax                                  2,155         10,746
 Transfer to General Reserve                    -            46,785
 Balance carried to Balance Sheet          1,581,682        731,947
 
 OPERATIONS REVIEW
 
 Revenues for the year were Rs. 7,815,148 thousand, an increase of,
 4.59% (previous year 32.62%) over the previous year. The Profit after
 tax for the year was Rs. 1,002,306 thousand, an increase of 208.27%.
 
 DIVIDEND
 
 Keeping in view the future growth and expansion plans of the Company,
 your Directors do not recommend any dividend for the year ended March
 31, 2008.
 
 BUSINESS ACTIVITIES
 
 This has been a year in which your Company has made steady progress in
 its quest for emerging as a leading integrated technology and
 operations company.
 
 Your Company added 16 clients during the year under review, of which
 many have the potential for significant growth.  Your Company has
 experienced good growth spanning all major service lines and through
 all geographies. Your Company has successfully developed new
 potentially high growth opportunities in the niche areas of enterprise
 solutions, data warehousing/business intelligence, testing services and
 infrastructure management.
 
 You Company focuses on iTOPS (integrated technology and operations)
 business model, which is focused on the banking, financial and
 insurance industry to carve a niche for itself in the operations
 outsourcing space. The iTOPS model is a higher plane in the ITES space
 wherein your company seeks to leverage strong domain expertise to offer
 transaction-based pricing and support the customer by using its own
 technology platform, processes and services in place.
 
 A key positive during the year has been an improvement in the intrinsic
 quality of your Companys engagements. It has consciously deepened and
 strengthened the relationship with several of its key clients. This has
 led to higher offshore revenue contribution, increase in resource
 utilization, and improvements in billing rates. Further, among the list
 of your Companys top customers are several that have been acquired in
 recent past, thereby vindicating the success of this approach.
 
 Your Company has been included in the 2008 Global Services 1 00 list, a
 survey of 1 00 best global services providers.  The list represents
 companies who have the maturity and capability to lead the next wave of
 services globalization.  Your Company has moved up several notches in
 its position in the niche players quadrant in Gartner Inc.s Magic
 Quadrant for Offshore Application Services, 2007 Report. These
 recognitions, the management believes, is a result of your Companys
 sustained investments in creating Intellectual Property and developing
 high value business solutions in a global delivery platform that is
 making a difference in the market place
 
 AWARDS/NOMINATIONS
 
 Your Company was ranked among the best employers by Business
 Today-Mercer-TNS India Best Companies to Work for in India Survey.
 
 Your Company was ranked No 3 in DQ-IDC 20 Best IT Employer Survey
 2007.
 
 In the BT-Mercer-TNS Best Companies to Work for in India Survey, your
 Company was ranked No 6.
 
 Your Company was ranked by CNBC TV 18 as Indias No.l Employer of
 Choice in a survey conducted in collaboration with Watson Wyatt
 Worldwide and Jobstreet.com
 
 Your Company was awarded the first prize in the Indian Independence Day
 Horticultural Show conducted by the Mysore Horticultural Society for
 its campus at Whitefield, Bangalore.
 
 Your Company has been nominated to the prestigious Computerworld
 Chairmens Committee Honors Program.  The Computerworld Honors Program
 unites Chairmen and CEOs of the worlds foremost information technology
 companies to recognize the most outstanding user achievements in
 technology each year. Your Company is among the 100 global technology
 companies nominated for this Program.
 
 PHYSICAL INFRASTRUCTURE
 
 Phase III of the Project in Whitefield, Bangalore which commenced in
 February 2006 was completed as per the schedule in March 2007
 accommodating 1100 employees. Phase IV of the project in Whitefield,
 Bangalore commenced in February 2008, and is expected to be completed
 by March 2009. This facility will house an additional 1000 employees.
 
 CAPITAL STRUCTURE
 
 During the year 1,89,430, 85,420 and 21,471 stock options were
 exercised by employees under the iGATE Global Solutions Limited
 Employees Stock Option Plans 2000 and 2003 and the iGATE Global
 Solutions Limited Employees Restricted Stock Unit Plan 2006 of the
 Company respectively and equivalent numbers of equity shares of the
 Company of the face value of Rs. 4/- each were allotted.
 
 SUBSIDIARIES AND JOINT VENTURES
 
 iGATE Technology Services Private Limited (ITS), an erstwhile wholly
 owned subsidiary of the Company was merged with the Company following
 the approval of the scheme of amalgamation by the shareholders of both
 the companies and the Honorable High Court of Karnataka . The Honorable
 High Court of Karnataka passed its final Order on July 27, 2007.
 
 Your Company terminated its joint venture agreement with Software AG,
 Germany and sold its 49% hoiding of 7,84,000 shares in Software AG
 (India) Private Limited to Software AG, Germany.
 
 DELISTING OF SHARES
 
 The promoters of your Company, i.e.; iGATE Corporation and iGATE Inc.
 (Promoters) sought voluntary delisting of the equity shares of your
 Company. The members of the Company, in the Extraordinary General
 Meeting held on November 13, 2007, accorded their consent for voluntary
 delisting of shares from the Indian stock exchanges. A reverse book
 building exercise was successfully conducted in terms of the Securities
 and Exchange Board of India (Delisting of Securities) Guidelines, 2003.
 The Promoters acquired 4,019,272 equity shares through the reverse book
 building exercise at an exit price of Rs.41 0/- per shares. The shares
 of the Company were delisted from Bombay Stock Exchange Limited,
 National Stock Exchange of India Limited and Bangalore Stock Exchange
 Limited with effect from February 04, 2008. The promoters held 98.16%
 of share capital of the Company as on March 31, 2008.
 
 EMPLOYEES STOCK OPTION PLANS
 
 Your Company granted 1 54,750 stock options to 11 2 employees during
 the financial year under the ESOP 2000 and 1,256,950 stock options to
 645 employees under Restricted Stock Unit Plan 2006 (RSU Plan).
 
 Consequent to the delisting of the equity shares of your Company from
 the Stock Exchanges, the employees were given an opportunity to
 participate in the stock option plan of iCATE Corporation, (our holding
 company) or to accept the cash settlement offered to them. Accordingly
 substantially all employees opted to participate in the above program.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATION OF ACCOUNTS
 
 In line with the requirements of Accounting Standard AS-21 issued by
 the Institute of Chartered Accountants of India, consolidated financial
 statements presented by the Company include the financial information
 of its subsidiaries.
 
 Your Company has received the approval from the Ministry of Corporate
 Affairs, Government of India, New Delhi vide their letter No.47/1
 41/2008-CL-lll dated April 09, 2008 granting an exemption from
 attaching the audited accounts of the subsidiaries to the Annual
 Accounts of your Company, for the financial year ended March 31, 2008.
 Audited accounts of all subsidiaries of the Company are available at
 the Registered Office of the Company for inspection by the members of
 the Company. The Company will make available these documents/details
 upon request by any member of the Company. The accounts of all these
 companies have been separately audited as per generally accepted
 accounting principles / practices as applicable in their respective
 jurisdiction of the country of incorporation.
 
 The information required to be disclosed by the Central Government
 letter of exemption is disclosed in the Consolidated Balance Sheet of
 the Company.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits and as such, there
 were no outstanding of principal or interest payments on the Balance
 Sheet date.
 
 RESPONSIBILITY STATEMENT
 
 In pursuance of the provisions of Section 217(2AA) of the Companies
 Act, 1956, the Directors Responsibility Statement is annexed to this
 Report as Annexure A.
 
 DIRECTORS
 
 Subsequent to the delisting of the equity shares of the Company from
 the Bangalore, Mumbai and National Stock Exchanges of India, Messers.
 Dipankar Basu, Karl Heinz Achinger, Jai S Pathak, and N.
 Balasubramanian Directors of the Company resigned from the Board on
 February 07, 2008. Your Directors place on record their deep sense of
 gratitude and appreciation for the valuable service rendered by them
 during their tenure as Directors of the Company.
 
 Mr. Sunil Wadhwani retires by rotation in accordance with the
 provisions of the Companies Act, 1 956 and the Articles of Association
 of the Company and being eligible, offers himself for re-appointment.
 
 Mr. Hariharan Sambhashiva was appointed as an Additional Director of
 the Company with effect from October 1 0, 2007.  He holds office till
 the date of the ensuing Annual General Meeting. Your Board recommends
 his appointment as a Director of the Company.
 
 Mr. Phaneesh Murthy, Managing Director and CEO of the Company whose
 term as Managing Director of the Company expires on August 21, 2008,
 offers himself for re-appointment as the Managing Director and CEO of
 the Company.  The Board of Directors (Board) of the Company in its
 meeting held on April 1 8, 2008 have on the recommendation of the
 Compensation Committee of the Board appointed Mr. Phaneesh Murthy as
 the Managing Director and CEO of the Company for a further period of
 five years with effect from August 22, 2008 subject to the approval of
 the Members of the Company and the Central Government. Your Board
 recommends his re-appointment as Managing Director and CEO of the
 Company.
 
 Mr. N. Ramachandran, Member of the Board and Chief Financial Officer of
 the Company whose term as a Wholetime Director of the Company expires
 on June 20, 2008, offers himself for re-appointment as a Wholetime
 Director of the Company. The Board in its meeting held on April 18,
 2008 has on the recommendation of the Compensation Committee of the
 Board appointed Mr. N. Ramachandran as a Wholetime Director of the
 Company of the Company for a further period of five years with effect
 from June 21, 2008 subject to the approval of the Members. Your Board
 recommends his re-appointment as a Wholetime Director of the Company.
 
 AUDITORS
 
 Messers. Chandabhoy and Jassoobhoy, the existing Statutory Auditors,
 retire at the forthcoming Annual General Meeting of your Company. They
 have however, intimated the Company that they do not wish to seek
 re-appointment.  It is therefore proposed to appoint Messers. S.R.
 Batliboi & Co., Chartered Accountants, as Statutory Auditors in place
 of Messers. Chandabhoy and Jassoobhoy, Chartered Accountants from the
 conclusion of the ensuing Annual General Meeting till the conclusion of
 the next Annual General Meeting. Messers S.R. Batliboi & Co., Chartered
 Accountants,
 
 have indicated their willingness to act as Statutory Auditors of your
 Company and have further confirmed that the said appointment if made,
 would be in conformity with the provisions of Ssection 224(1 B) of the
 Companies Act, 1 956.  A resolution seeking your approval for their
 appointment has been included in the Notice convening the Annual
 General Meeting.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 In pursuance of the provisions of Section 217(l)(e) of the Companies
 act,1956, read with Rule 2 of the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988, the particulars
 relating to conservation of energy, technology absorption and foreign
 exchange earnings and outgo are given below :
 
 Conservation of Energy: The operations of your Company are not energy -
 intensive. However, significant measures are being taken to reduce
 energy consumption by ensuring that the entire product range including
 personal computers, servers, and peripherals are designed keeping in
 view the Companys energy saving philosophy. Your Company constantly
 evaluates new technologies and invests to make its infrastructure more
 energy efficient.  Currently, your Company uses compact fluorescent
 fittings, T5 fittings and electronic ballasts to reduce power
 consumption. Air-conditioners with energy efficient screw compressors
 for central air-conditioninq along with variable air volume and
 variable frequency drive are used. Split air-conditioning, precision
 air conditioner for localized areas are used. High efficiency hydro-
 pneumatic pumps are being used in water pumping system. Your Company
 has installed automatic power factor controllers to save maximum demand
 charges. Your Company has waste water management techniques in place by
 virtue of which water is optimally used.
 
 Research and Development: As part of our continual improvement journey
 company had launched Kaizen based initiative called Small Steps. This
 initiative resulted in many employees taking up improvement projects
 based on ideas generated within work groups. This participative culture
 resulted in several innovative solutions to enhance accuracy of output,
 improve work efficiencies and save costs. Today we have over 125
 implemented Small Steps resulting in direct / indirect benefit of
 over 0,000. This initiative was identified as a best practice in the
 industry by BSPIN-East (Software Process Improvement Network, Bangalore
 East). iCATE also won the overall trophy in National Conference on
 Quality Management (2007), Anna University based on our presentations
 in the Whitepaper and Best Practices categories.
 
 An Annual Customer Satisfaction Survey by TNS Global was completed.
 Improvement initiatives taken last year to improve the CSAT scores have
 resulted in better score as compared to our competitors.
 
 To further strengthen our delivery capabilities, we have implemented
 CMMI® (Capability Maturity Model® Integration) model and formal
 assessment by SEI (Software Engineering Institute, Carnegie Mellon
 University) is planned later this year.
 
 Technology Absorption: Your Company does not have any technical
 collaboration arrangements with any business partners; absorption of
 such technologies does not arise.
 
 Foreign Exchange Earnings and outgo: The Company earned Rs.7,81 5,148
 thousands in foreign exchange as against Rs.7,472,741 thousands in the
 previous year. The Foreign Exchange outgo, including capital goods was
 Rs. 3,547,321 thousands as against Rs. 4,227,633 thousands in the
 previous year.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies Act, 1956, read
 with Companies (Particulars of Employees) Rules, 1 975 are set out in
 the Annexure to the Directors Report. However, as per the provisions of
 Section 21 9(1 )(b)(iv) of the Companies Act, 1956, the Directors
 Report is being sent to all member of the Company excluding the
 aforesaid information. Any member interested in obtaining such
 particulars may write to the Company Secretary at the Registered Office
 of the Company.
 
 ACKNOWLEDGMENTS
 
 Your Directors thank the Companys business associates/customers,
 vendors and bankers for their continued support.  Your Directors also
 place on record their appreciation of the continued support received
 from the holding company iCATE Corporation. Your Directors place on
 record their appreciation for the significant contribution made by
 employees at all levels. They have been instrumental in enabling your
 Company to make rapid progress during the year.
 
 Your Directors also thank the Government of India, the State
 Governments, Software Technology Park of India, various other
 government agencies and our shareholder fraternity for their support
 during the year.
 
                           For and on behalf of the Board of Directors
 
 Bangalore                                Ashok Trivedi
 April 30, 2008                             Chairman