Dear Members,
 
 The Directors have pleasure in presenting the 20th Directors'' Report
 on the business and operations of your Company, on a standalone basis,
 for the financial year ended March 31, 2011.
 
 FINANCIAL HIGHLIGHTS ON STANDALONE BASIS
 
                                               (Amount in Rs Million)
 
 Particulars                                   2010-11       2009-10
 
 Total Income                                 6,797.14      6,079.50
 
 Operating Profit (PBIDT)                     1,692.81      1,960.04
 
 Interest                                          3.0          4.71
 
 Depreciation                                   375.48        407.07
 
 Profit before Tax                            1,314.34      1,548.26
 
 Current Tax                                    250.20        190.30
 
 Earlier Years'' Tax                               0.34         45.30
 
 MAT Credit                                    (124.76)      (109.90)
 
 Deferred Tax                                     9.76        154.91
 
 Profit after Tax                             1,178.80      1,267.65
 
 
 
 RESULTS OF OPERATIONS
 
 Your Company has emerged as a complete Engineering Services Provider
 with Global Collaborative Engineering as its model for growth.
 
 Following are the results of operations for the financial year (FY)
 2010-11:
 
 
 BUSINESS PERFORMANCE
 
 Revenues
 
 The total income of the Company for the FY 2010-11 comprises operating
 revenues of Rs 6,476.67 million as against Rs 5,617.99 million in FY
 2009-10 and other income of Rs 320.47 million for the current year as
 against Rs 461.5 million in the previous year.  Total sales increased
 by 15.28% over the last financial year.
 
 
 Profits
 
 Profit before Tax (PBT) stood at Rs 1,314.34 million as against Rs
 1,548.26 million for the previous year. Profit after Tax (PAT) stood at
 Rs 1,178.8 million as against Rs 1,267.65 million for the previous
 year.
 
 
 Liquidity
 
 Your Company continues to be debt-free and maintains sufficient
 liquidity to meet its strategies including acquisitions. During the
 financial year, cash flows have more than adequately covered working
 capital requirements as well as for the capital expenditure.  As of 31
 March 2011, the Company had cash and cash equivalents of Rs 3,272.75
 million, as against Rs 3,363.68 million on 31 March 2010. During the
 year, the Company invested an amount of Rs 201.32 million towards the
 acquisition of Wellsco Inc., in the US through its wholly owned
 subsidiary, Infotech Enterprises America Inc.
 
 
 APPROPRIATIONS
 
 Dividend
 
 Your Directors have recommended a final dividend of Rs 1.25 per share
 (25%) on par value of Rs 5/-. The total dividend including dividend
 distribution tax amount is Rs 162.20 million as against Rs 129.86
 million for the previous year. Dividend (including dividend
 distribution tax) as a percentage of profit after tax is 13.76% as
 compared to 10.24% in the previous year.
 
 
 Transfer to Reserves
 
 Your Directors have proposed to transfer Rs 830.67 million to the
 General Reserve retaining Rs 411.16 million in the Profit and Loss
 Account.
 
 
 SHARE CAPITAL
 
 Allotment of Shares
 
 During the year under report, Company completed an issue of bonus
 shares in the ratio of 1:1, i.e., one equity share for every one
 existing equity share of Rs 5/- each held by the members on the record
 date. The record date fixed was 12 June 2010. Company allotted
 5,55,52,348 bonus shares on 14 June 2010. Further, your Company has
 allotted 2,24,397 equity shares of Rs 5/- each to the associates of the
 Company and its subsidiaries upon exercise of an equal number of stock
 options vested in them pursuant to the extant Stock Option Schemes of
 the Company.
 
 In view of the above allotments, the outstanding shares of the Company
 increased from 5,54,99,524 equity shares of Rs 5/- on 31 March 2010
 each to 11,12,76,269 equity shares of Rs 5/- each on 31 March 2011.
 
 
 SIGNIFICANT EVENTS
 
 - Opened a new Centre of Excellence (CoE) at Visakhapatnam SEZ
 
 - Renewed contract with Tom Tom for a further period of three years
 
 - The Company''s wholly owned subsidiary in the US, Infotech Enterprises
 America Inc., acquired Wellsco Inc., a Telecom Engineering Company
 based at Paragould, Arkansas, USA in an all cash deal
 
 - Rebranded Utilities, Telecom & Government (UTG) vertical as Network &
 Content Engineering (N&CE) - a step towards emerging as a Global
 Engineering Services Company
 
 - Began long term relationships with Seawell and Westinghouse
 
 - Rewarded shareholders by completing a 1:1 bonus issue of shares
 
 
 VERTICAL WISE PERFORMANCE
 
 Network & Content Engineering
 
 Network & Content Engineering (erstwhile UTG) vertical is the world''s
 leading dedicated provider of engineering services and solutions.
 Supported by an outstanding team of consultants and engineers, deep
 domain knowledge, superior technical expertise, and 20 years of
 successful engagements, we are well positioned to provide scalable
 network and content solutions that are fully optimized to support
 operational efficiency, market response and profitability. Network
 Engineering provides design, deployment and management of
 next-generation networks, including fibre networks and smart-grid
 solutions to some of the major telecom service providers and utilities
 globally. The Content Engineering division serves major organizations
 and government in delivering, managing and optimizing their critical
 content and data needs.  Leveraging years of experience and a wide
 range of next- generation services and solutions, we optimize content
 to facilitate better business decision-making and support the delivery
 of tangible business results.
 
 This vertical generated revenues of Rs 2,322 million as against
 previous year''s Rs 2,540 million, at a negative growth rate of 8.6%.
 This vertical contributed 36% of the total operating revenues.
 Associate strength of the vertical stood at 3,338 as at 31 March 2011.
 
 During the year, 3 trademarks, viz., iGEMS, TruShift and TeemNG were
 registered by this vertical.
 
 
 Engineering
 
 This vertical witnessed a series of transformative initiatives to
 consolidate efforts and to tap the vast synergies for accelerated
 growth. Restructuring of our Global Aerospace Practice and merging the
 practice under this vertical made us realize cost efficiencies and
 revenue opportunities. The restructuring has helped cross 0 million
 in terms of aerospace revenues, thus making the Company the leader of
 aerospace engineering services in India. Today, this vertical is
 trusted to solve complex product and process engineering challenges
 across industries such as Automotive, Aerospace, Consumer & Medical,
 Energy, Hi-Tech, Heavy Equipment, Marine and Rail.
 
 The Product & Process Engineering vertical of your Company offers a
 unique combination of engineering skills, domain experience and
 application know-how. The Company''s expert teams in engineering span
 the complete product development cycle, from concept development
 through aftermarket support in the areas of Mechanical Design,
 Electronics Design, Technical publication and Engineering Software
 Development.
 
 The vertical generated revenues of Rs 4,155 million as against last
 year''s revenues of Rs 3,078 million, resulting in an increase of 35%.
 This vertical contributed 64% of the total operating revenues.
 Associate strength of the vertical stood at 3,487 as at 31 March 2011.
 
 
 SUBSIDIARIES
 
 Infotech Enterprises Europe Limited (IEEL), UK
 
 IEEL reported revenues of GBP 14.58 million (Rs 1,031.89 million) as
 against previous year''s GBP 16.46 million (Rs 1,246.9 million). The net
 profit for the year was GBP 0.25 million (Rs 16.83 million) as against
 GBP 0.72 million (Rs 54.60 million) in the previous year.
 
 
 Infotech Enterprises America, Inc. (IEAI), USA
 
 IEAI reported revenues of USD 108.13 million (Rs 4,922.81 million) as
 against previous year''s USD 72.86 million (Rs 3,448.2 million). The net
 profit for the year was USD 1.94 million (Rs 89.10 million) as against
 USD 3.24 million (Rs 157.9 million) in the previous year. During the
 year, IEAI acquired a wholly owned subsidiary i.e., Wellsco Inc.
 
 
 Infotech Enterprises GmbH (IEG), Germany
 
 IEG reported revenues of Euro 39.65 million (Rs 2,389.95 million) as
 against previous year''s Euro 32.91 million (Rs 2,208.13 million),
 representing a growth of 20.4%. The net profit for the year was Euro
 1.80 million (Rs 107.73 million) as against Euro 2.24 million (Rs 150.7
 million) in the previous year.
 
 Infotech Enterprises Japan KK (IEJ), Japan
 
 IEJ reported revenues of Rs 28.94 million as against Rs 9.44 million
 and a net loss of Rs 13.31 as against Rs 21.98 million last year; it is
 expected to improve its business in the coming years.
 
 
 Infotech Geospatial (India) Limited (IGIL), India
 
 IGIL reported revenues of Rs 63.51 million as against Rs 61.64 million
 last year. It reported a profit of Rs 3.95 million as against a net
 loss of Rs 18.38 million last year.
 
 
 TTM Institute of Information Technology Private Limited (TIIT), India
 
 TIIT reported a net loss of Rs 3.09 million as against Rs 4.47 million
 last year. During the financial year, TIIT made an application to the
 Hon''ble High Court of Andhra Pradesh seeking sanction of a scheme of
 amalgamation with the Company. The Hon''ble High Court has sanctioned
 the scheme effective 1 April 2011.
 
 
 Infotech Enterprises Information Technology Services Private Limited
 (IEITSPL), India
 
 IEITPSL reported revenues of Rs 71.05 million and a net loss of Rs
 12.88 milllion.
 
 
 PARTICULARS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
 
 Pursuant to the provisions of Section 212 of the Companies Act, 1956
 (Act), documents in respect of the various subsidiaries viz.,
 Directors'' Report, Auditor''s Report, Balance Sheet and Profit and Loss
 Account, are required to be attached to the Balance Sheet of the
 holding company. However, in terms of the provisions of Section 212(8)
 of the Act, the Government of India, Ministry of Corporate Affairs, has
 vide letter No. 47/15/ 2011-CL-III dated 27 January 2011 granted
 exemption from the provisions of Section 212(1) of the Act.
 Accordingly, the Annual Report does not contain the financial
 statements of the subsidiaries of the Company. However, the Company
 will make available the audited annual accounts and related detailed
 information of the subsidiaries to the shareholders upon request in
 accordance with the applicable law. These documents are also available
 for inspection at the Registered Office of the Company during business
 hours. The details of accounts of individual subsidiary companies will
 also be available on the website of the Company.
 
 A statement pursuant to the provisions of Section 212(1)(e) of the Act
 appears elsewhere in the Annual Report.
 
 
 FIXED DEPOSITS
 
 Your Company has not accepted any deposits and as such, no amount of
 principal or interest was outstanding as on 31 March 2011.
 
 
 DIRECTORS
 
 Appointments
 
 Mr. K. Ramachandran, Mr. Jaithirth Rao, Mr. Alain De Taeye, Mr. Abhay
 Havaldar and Mr. Allan Brockett were appointed as directors by the
 members of the Company on 14 July 2010 under Section 257 of the Act.
 
 Pursuant to Article 56 of the Articles of Association of the Company
 read with the provisions of Section 256 of the Act, Mrs. B. Sucharitha,
 Mr. M.M. Murugappan and Prof. J. Ramachandran retire by rotation at the
 ensuing Annual General Meeting (AGM) and being eligible, offer
 themselves for re-appointment.
 
 None of the Directors of the Company is disqualified under the
 provisions of the Act or under the Listing Agreement with the Stock
 Exchanges.
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement, brief
 particulars of the retiring directors who are proposed to be
 re-appointed are provided as an annexure to the Notice convening the
 AGM.
 
 
 Cessations
 
 Mr. Willam Grabe and Mr. Paul Adams ceased to be directors on the Board
 effective 14 July 2010. Mr. Sunish Sharma and Mr. David Carter also
 vacated office as alternate directors under the provisions of Section
 313 of the Act.
 
 The Board places on record its appreciation and gratitude to the said
 directors for their valuable contributions.
 
 
 AUDITORS
 
 M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (ICAI Reg.
 No. 008072S), who retire at the ensuing AGM of the Company, are
 eligible for re-appointment. DHS has confirmed that the re-appointment,
 if made, would be within the permitted limits under the Act.
 
 
 SECRETARIAL AUDIT
 
 As a measure of good corporate governance and as recommended by the
 Ministry of Corporate Affairs'' (MCA) Corporate Governance Voluntary
 Guidelines, 2009, the Company has voluntarily got a secretarial audit
 done for the FY 2010-11. The audit report is enclosed as Annexure A.
 
 
 EMPLOYEE STOCK OPTION PLANS
 
 During the year under report, the Company had various Associate Stock
 Option Plans in operation for granting stock options to the Associates
 of the Company and its Wholly Owned Subsidiaries, in accordance with
 the Securities Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999.
 
 Disclosures pursuant to Para 12 of the said Guidelines are enclosed as
 Annexure B.
 
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 The particulars as prescribed pursuant to provisions of Section
 217(1)(e) of the Act read with Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988, are enclosed as Annexure
 C.
 
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Act, read with the
 Companies (Particulars of Employees) Rules, 1975, as amended, the names
 and other particulars of employees are set out in an Annexure to the
 Directors'' Report. However, having regard to the provisions of Section
 219 (1)(b)(iv) of the Act, the Annual Report excluding the aforesaid
 information is being sent to all the members of the Company and others
 entitled thereto.  Any member interested in obtaining such particulars
 may write to the Company Secretary at the registered office of the
 Company.
 
 
 MANAGEMENT DISCUSSION & ANALYSIS
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement, a
 report on the Management Discussion & Analysis is enclosed as Annexure
 D.
 
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217(2AA) of the Act, the
 Directors confirm that:
 
 i) in the preparation of the Annual Accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 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
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 iii) they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of this
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 iv) they have prepared the Annual Accounts on a going concern basis.
 
 
 CORPORATE GOVERNANCE
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement with
 the Stock Exchanges, a report on Corporate Governance features as a
 part of Annual Report. Further, the Company has substantially complied
 with the MCA''s Corporate Governance Voluntary Guidelines, 2009.
 
 As required under Clause 49 of the Listing Agreement, the Auditors''
 Certificate regarding compliance of conditions of corporate governance
 is enclosed as Annexure E.
 
 Your Company will continue to implement and adhere in letter and spirit
 to the policies of good corporate governance.
 
 
 CEO''s DECLARATION
 
 Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing
 Agreement, a declaration by the Chairman and Managing Director of the
 Company declaring that all the members of the Board and the Senior
 Management Personnel of the Company have affirmed compliance with the
 Code of Conduct of the Company, is enclosed as Annexure F.
 
 
 ENVIRONMENT CONSERVATION
 
 Your Company is conscious of its responsibilities as a corporate
 citizen, particularly in the realm of pollution control and environment
 conservation. Towards this end, the Company is publishing the abridged
 standalone financial statements prepared in accordance with the
 provisions of Section 219 of the Act.  Further, the Company also
 welcomes the Green Initiative in Corporate Governance heralded by the
 Ministry of Corporate Affairs that enables dispatch of various
 documents in electronic mode. Complete details of the same, including
 the Company’s proposals to send documents in the electronic form, are
 available elsewhere in the Annual Report and also on the website of the
 Company.
 
 
 ACKNOWLEDGMENTS
 
 Your Directors place on record their gratitude to the Company''s
 shareholders, customers, vendors, bankers and all other stakeholders
 for their continued support to its growth initiatives.  Your Directors
 also place on record, their appreciation of the contribution made by
 associates at all levels, who, through their competence, sincerity,
 hard work, solidarity and dedicated support, have enabled your Company
 to make rapid strides in its business.  Your Directors also thank the
 Central and State Governments and their various agencies, particularly,
 the Ministry of Communication & Information Technology, Software
 Technology Parks of India, Departments of Customs and Central Excise,
 Ministry of Corporate Affairs, the Governments of the various countries
 where it has operations, SEBI, Stock Exchanges, Reserve Bank of India,
 APIIC, and other governmental agencies for extending their support
 during the year and look forward to their continued support.
 
                                       For and on behalf of the Board
 
 
 
                                                   B.V.R. Mohan Reddy
  
                                       Chairman and Managing Director
 
 Place : Hyderabad 
 
 Date : April 20, 2011