To the members,
 
 The Board of Directors take pleasure in presenting their Report along
 with the Audited Accounts of the Company for the year ended 31 st March
 2011.
 
                                                        (Rs. In lacs)
 
                                           FOR THE YEAR     FOR THE YEAR
                                       ENDED MARCH 2011 ENDED MARCH 2010
 
 Net Sales & other
 income                                        25953.40         20369.51
 
 Operating Profit                               5941.61          5813.69
 
 Interest                                       1060.39          1154.22
 
 Profit before Depreciation                     4881.22          4659.47
 
 Depreciation                                    389.68           238.27
 
 Profit before Tax                              4491.54          4421.19
 
 Provision for Tax
 
 -Current Tax                                  11130.60           901.90
 
 -Deferred Tax                                    76.97           399.17
 
 - Fringe Benefit Tax                                                  -
 
 Profit after Tax                               3411.62          3120.12
 
 Balance brought forward                        5302.78          2656.55
 
 Amount available for appropriation             8714.40          5771.21
 
 Dividend @ 20% (10%) per equity share           211.03           201.38
 
 Dividend Tax                                     34.24            33.45
 
 Amount Transferred to General Reserve           172.77           233.60
 
 Balance carried to balance sheet               8296.35          5302.78
 
 Basic Earnings per share (Rs.)                   31.87            30.96
 
 Results of Operation:
 
 Your Company has continued its growth and made a substantial
 improvement in its financial and operational performance. Our
 significant achievements;
 
 - Total Revenue grew to Rs. 25953.40 lacs as against Rs. 20369.51 lacs
 in the corresponding previous financial year. which is an increase of
 27.14%
 
 - Net Profit after tax grew to 3411.62 lacs as against Rs. 3120.12 lacs
 in the corresponding previous financial year. which is a increase of
 9.34%
 
 - Earnings per shares; Rs. 31.87 for the year under review against
 Rs.30.96 in the corresponding previous financial year.
 
 DIVIDEND
 
 Your directors recommend a final dividend of Rs. 1.50/- per share (15%
 on par value of Rs. 10) fortifying the company''s tradition of enabling
 shareholders to participate in its progressive performance. If approved
 by the shareholders at the ensuing Annual General Meeting, the dividend
 will be paid as per the applicable regulations.
 
 SUBSIDIARIES
 
 The company has following subsidiaries:
 
 Direct subsidiaries:
 
 M/s Kaweri Telecom Infrastructure Limited, India
 
 M/s EAICom India P Ltd, India
 
 M/s Kaweri Technologies Inc., Canada
 
 M/s Kaweri Telecom Products UK Limited, UK
 
 Step down subsidiaries: (i.e.,subsidiaries of M/s KaweriTechnologies
 Inc.,)
 
 M/s Til-TekAntennae Inc,
 
 M/s Spotwave Wireless Ltd,
 
 M/s DCI Digital Communications Inc.,
 
 M/s Kaweri Realty 5 Inc.,
 
 M/sTrackcom Systems Inc.
 
 Pursuant to Ministry of Corporate Affair''s Circular No. 2/2011 dated
 08.02.2011, since the company is presenting consolidated financial
 statement of Holding and Subsidiary companies, the individual financial
 statements of the subsidiaries are not presented separately.
 
 The consolidated financial statement has been prepared in strict
 compliance with applicable Accounting Standards and, where applicable,
 Listing Agreement as prescribed by the Security and Exchange Board of
 India.The company do undertake that annual accounts of the subsidiary
 companies and the related detailed information shall be made available
 to shareholders of the holding and subsidiary companies seeking such
 information at any point of time. Annual accounts of the subsidiary
 companies are also kept for inspection by any shareholders in the head
 office (i.e., Registered Office) of the company and of the subsidiary
 companies.
 
 Details of Conversion rate as on 31.03.2011:
 
 Currency         Balance Sheet    Profit and Loss a/c
 
 CAD                     46.56            44.79
 
 USD                     45.34            45.34
 
 PREFERENTIAL ISSUE:
 
 The company allotted 40,00,000 equity shares & 10,00,000 warrants to
 promoters, 20,00,000 warrants to non-promoters, on preferential basis
 at the rate of Rs. 113/- per share, pursuant to the approval of
 shareholders vide special resolution passed at the Extraordinary
 General Meeting held on 26.08.2010.
 
 EMPLOYEE STOCK OPTION PLAN
 
 Employees Stock Option Scheme-2008 (ESOS-2008)
 
 Under this scheme, a corpus of 5,00,000 options were created for grant
 to the eligible employees. Each option is convertible into one fully
 paid-up equity share of Rs. 10/- each. This scheme has been formulated
 in accordance with the Securities and Exchange Board of India (Employee
 Stock Option Scheme and Stock Purchase Scheme) Guidelines, 1999.
 
 As per the scheme a compensation committee is formed, which grants
 option to the eligible employees. The options are granted at face value
 of Rs. 10/- at par. The options granted vests over a period of I to 3
 years and can be exercised over a period of 5 years from the date of
 vesting.
 
 Details of ESOS:
 
 (a) Number of options granted; 139125
 
 (b) The pricing formula At par Rs. 10/-
 
 (c) Options vested 27413
 
 (d) Options exercised (last allotment for excercise was made on
 30.04.2010 and no excercise since then) 8180
 
 (e) The total number of shares arising as a result of exercise of
 option 8180
 
 (f) Options lapsed 17300
 
 (g) Variation of terms of options None 
 
 (h) Money realized by exercise of options Rs. 81800/-
 
 (i) Total number of options in force 113645
 
 (j) Employee wise details of options granted to
 
 (i) Senior managerial personnel Nil
 
 (ii) Any other employee who receives a grant in any one year of option
 amounting to 5% or more of option granted during that year.
 
 Mr. L Nicholas Director, R&D (67,000 options granted)
 
 (iii) Identified employees who were granted option, during any one
 year, equal to or exceeding I % of the issued capital (excluding
 outstanding warrants and conversions) of the company at the time of
 grant-do-
 
 (k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on
 exercise of option calculated in accordance with [19][Accounting
 Standard (AS) 20 ''Earnings Per Share''] Rs. 30.01/-
 
 (I) Where the company has calculated the employee compensation cost
 using the intrinsic value of the stock options, the difference between
 the employee compensation cost so computed and the employee
 compensation cost that shall have been recognized if it had used the
 fair value of the options, shall be disclosed. The impact of this
 difference on profits and on EPS of the company shall also be
 disclosed: Impact on EPS. NA
 
 Basic
 
 Diluted
 
 (m) Weighted-average exercise prices and weighted-average fair values
 of options shall be disclosed separately for options whose exercise
 price either equals or exceeds or is less than the market price of the
 stock NA
 
 Fixed Deposits
 
 Your Company has not accepted any Fixed Deposits during the year within
 the meaning of Section 58A of the Companies Act, 1956 and the Rules made
 there under.
 
 Directors Responsibility Statement
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the directors hereby confirm that:
 
 - In preparation of the annual accounts, the applicable Accounting
 Standards had been followed along with proper explanation relating to
 material departures.
 
 - The Directors had 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 or loss
 of the Company for that period.
 
 - The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting frauds and other irregularities.
 
 - The Directors had prepared the annual accounts on a going concern
 basis.
 
 Corporate Governance
 
 Certificate of Compliance of Corporate Governance in terms of Clause 49
 of the Listing Agreement is attached and forms part of this Report.
 
 Particulars of Employees
 
 As required under the provisions of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975, the names and other particulars of employees are set out
 as Annexure to this report.
 
 Human Resource Management
 
 At Kaweri, the most important asset is its employees.  Your company has
 created a favorable work culture that encourages ambition and
 innovation. Your company has set up a scalable recruitment and human
 resource management process to attract and retain talent.
 
 Disclosures
 
 Disclosures in terms of Companies (Disclosure of Particulars in report
 of the Board of Directors) Rules, 1988 in respect of Conservation of
 Energy, Technology Absorption, Foreign Exchange Earnings & Outgo are
 attached and forms part of this Report.
 
 Particulars of the Directors seeking re- appointment
 
 Mr. L RVenugopal and Mr. B S Shankarnarayan, retire by rotation at the
 ensuing Annual General Meeting and being eligible offers themselves for
 re-appointment.
 
 The brief resume / details relating to Directors who are to be
 re-appointed are furnished in the Corporate Governance Report
 
 Auditors
 
 The Auditors M/s. S.Janardhan and Associates, Chartered Accountants
 retire at the conclusion of the ensuing Annual General Meeting and
 their reappointment is sought under the ordinary business of the Notice
 of Annual General Meeting.
 
 Corporate Social Responsibility:
 
 Your Company believes corporate must address the needs of the
 underprivileged and be committed to serving them. Your Company aims to
 fulfill its social responsibilities by being actively involved in a
 variety of public service projects serving underprivileged groups.
 Your Company has also made donations to religious institutions.
 
 Separation of Ownership from Management
 
 The Chairman being executive 3 out of 6 Directors on the Board of your
 company are non-executive and independent as per the requirements of
 Listing Agreement.
 
 Disqualification of Directors:
 
 None of the Directors were disqualified in terms of Section 274( I) of
 the Companies Act 1956, during the year under review.
 
 Acknowledgements
 
 The Directors wish to place on record their appreciation and
 acknowledge with gratitude the support and co- operation extended by
 the customers, vendors, bankers, investors, shareholders and the media.
 We look forward to your continued support. Your Directors also thank
 employees at all levels for their contribution, and recognize and
 deeply value the dedication, co-operation and support which paved the
 way for our growth and success.
 
                                       For and on behalf of the Board
 
                                                  C. SHIVAKUMAR REDDY
 
                                       Chairman and Managing Director
 
 Bangalore
 
 Date: 06.09.2011