The Members
 
 Nettlinx Limited
 
 The Directors present the Eighteenth Annual Report together with the
 Audited Statements of Account for the year ended 31st March 2011.
 
 1. Financial Results
 
                                                       Rs. in lacs
 
 Particulars                                    For the      For the
 
                                            year ended    year ended
                                            31.03.2011    31.03.2010
 
 Income from operations
 
 and other income                               584.32        549.94
 
 Total Expenditure                              677.94        482.08
 
 Interest                                        59.77         66.93
 
 Depreciation                                    67.19         71.59
 
 Profit / (Loss)
 
 Before Taxation                               (220.58)       (70.67)
 
 Provision for Taxation
 
 - Current Tax                                    0.00          0.00
 
 - Deferred Tax Asset                             6.62          5.30
 Profit / (Loss) after Tax                     (213.95)       (65.36)
 
 
 MANAGEMENT''S DISCUSSION AND ANALYSIS
 
 As required by Clause 49 of the Listing Agreement with the Stock
 Exchanges, the Management''s discussion and Analysis Report is enclosed
 as a part of this Report as Annexure -1.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Company''s Articles of Association, Sri K Kameshwara Rao and Sri. V.
 Harish Kumar retire by rotation at this Annual General Meeting and
 being eligible offer themselves for reappointment.
 
 During the year, Sri. N. Sunder Raj, Director has resigned and Board
 wishes to place on record their appreciation for the services rendered
 by him during his tenure as Director of the Company respectively.
 
 Mr. Manohar Loka Reddy has resigned as Managing Director of the Company
 and has been appointed as Chairman of the Company
 
 DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA)
 OF THE COMPANIES ACT, 1956:
 
 In Compliance of section 217(2AA), as incorporated by the Companies
 (Amendment) Act, 2000, in the Companies Act, 1956, your directors
 confirm: -
 
 A.  That in the preparation of the accounts for the financial year
 ended 31st March, 2011 the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 B.  That the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 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 the year under review;
 
 C.  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
 your company and for preventing and detecting fraud and other
 irregularities.
 
 D.  That the Directors have prepared the accounts for the financial
 year ended 31st March 2011 on a going concern basis.
 
 SUBSIDIARIES
 
 Company has invested in 100% of the paid up capital of Nettlinx Inc.,
 Nettlinx Realty Pvt. Ltd., Nettlinx Channel Pvt. Ltd., and Host
 Department LLC. Consolidated Financial performance has been given
 separately.
 
 CORPORATE GOVERNANCE
 
 Your Directors affirm their commitment to the Corporate Governance
 Standards prescribed by the Securities and Exchange Board of India
 (SEBI). A report on Corporate Governance with Management Discussion and
 Analysis as required under Clause 49 of the Listing Agreement is
 Annexed to this report as Annexure-II.
 
 Audit Committee has been constituted of the following members.
 
 1.Sri K. Kameswara Rao, Chairman
 
 2.Sri V. Harish Kumar
 
 3.Sri J.V. Hanumanth Rao
 
 FIXED DEPOSITS
 
 Your Company has not accepted any deposits and, as such, no amount of
 principal or interest was outstanding as at the close of the Financial
 Year.
 
 AUDITORS
 
 M/s. DEVA & CO Chartered Accountants, Statutory Auditors of the
 Company, hold office until the conclusion of the forthcoming Annual
 General Meeting and are eligible for reappointment. The Statutory
 Auditors have intimated to the Company that the appointment, if made,
 would be within the prescribed limits under section 224 (1-B) of the
 Companies Act, 1956 and that they are not otherwise disqualified within
 the meaning of subsection (3) of section 226 to the Companies Act,
 1956, for such appointment.
 
 The notes to the accounts referred to in the Auditors'' Report is self
 explanatory and therefore do not call for any further Comments.
 
 PARTICULARS OF EMPLOYEES
 
 During the year under review, there were no employees drawing
 remuneration in excess of the limits laid down in section 217(2A) of
 the Companies Act, 1956 read with (Particulars of Employees)
 Rules,1975.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956 read with Rule 2 of the Companies (disclosures of particulars in
 the Report of Board of Directors) Rules 1988 are set out in Annexure
 III, attached hereto and forms part of this report.
 
 EMPLOYEE STOCK OPTION PLANS
 
 Company has offered Stock Options to the employees under Nettlinx Stock
 Option Plan 2007 aggregating to 2,90,000 options at a price of Rs.
 11.20. For the year ending 31st March, 2011 there are 5,10,000 stock
 options outstanding, and vesting options to the extent of 50% will fall
 due on 30.8.2011.
 
 Disclosures Pursuant to Para 12 of the Securities Exchange Board of
 India (Employees Stock Options Scheme and Employees Stock Purchase
 Scheme) Guidelines, 1999 are set out as Annexure IV to the report.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors place on record their sincere appreciation for the
 services of the Department of Telecommunications (DOT), Bankers and the
 Software Technology Park of India (STPI). Your Directors also place on
 record their sincere appreciation and gratitude for the valuable
 assistance, support and co-operation from the Company''s Customers,
 Employees and Shareholders during the period under review,
 
                                    For and on behalf of the Board
                                                  Sd/-
 
                                          (Dr. Manohar Loka Reddy)
 
                                                 Chairman
 
 Date   : 24th August, 2011
 Place  : Hyderabad