Dear Members,
 
 The Directors have pleasure in presenting the TENTH Annual Report of
 the Company together with the Audited Accounts for the year ended 31st
 March 2011.
 
 FINANCIAL HIGHLIGHTS:
 
 I.  Consolidated Financial highlights of the Company and its
 Subsidiaries
 
                                (Rs in Million except per share data)
 
 Year ended March 31                               2011         2010
 
 Total Income                                   5060.58      3664.11
 
 Total Expenditure                              3969.89      2996.69
 
 EBITDA                                         1090.69       667.42
 
 Depreciation & Amortization                     215.26       223.09
 
 Profit / (Loss) Before Int & Tax                875.43       444.32
 
 Interest & Finance Charges                       74.95        39.00
 
 Provision for Taxation                           64.95        42.46
 
 Minority Interest (MI)                           35.57        38.60
 
 Profit / (Loss) After Ta x (after MI)           699.95       324.26
 
 Earnings Per Share 5.83 2.70 Equity 
 Shares (in numbers)                        122,400,000  122,400,000
 
 
 TAKE Solutions reported consolidated total revenue of INR 5,061 million
 for the fiscal ended March 31, 2011, up 38.1% compared to the year
 ended March 31, 2010. Earnings before Interest, Tax, Depreciation and
 Amortization (EBITDA) for the year increased 63.5% to INR 1,091 million
 and net profit increased 115.9% y o y to INR 700 million. Earnings per
 Share (EPS) for FY11 stood at INR 5.83.
 
 II. Standalone Financial highlights of the Company:
 
                                (Rs in Million except per share data)
 
 Year ended March 31                             2011           2010
 
 Total Income                                  636.63         555.70
 
 Total Expenditure                             272.39         310.58
 
 EBITDA                                        364.24         245.11
 
 Depreciation & Amortization                    55.82          61.28
 
 Profit / (Loss) Before Int & Tax              308.42         183.82
 
 Interest & Finance Charges                     40.37          35.52
 
 Provision for Taxation                         34.35          33.50
 
 Profit / (Loss) After Tax                     233.70         114.80
 
 Earnings Per Share                              1.95           0.95 
 
 Equity Shares ( in numbers)              122,400,000    122,400,000
 
 For the financial year ended March 31, 2011, your Company reported a
 gross income of Rs. 636.63 Million. The Company recorded a net profit
 of Rs. 233.70 Million for this financial year.
 
 DIVIDEND
 
 Your Directors have pleasure in recommending a dividend of 100% (Re.1/
 per Equity share of Re.1 each) for the year ended 31st March 2011,
 subject to the approval of the shareholders at the ensuing Annual
 General Meeting.
 
 The total cash outflow on account of equity dividend payments,
 including dividend distribution tax, will be Rs.140.33 Million (FY2010
 Rs. 28.93 Million) including payments to ESOP Trust.
 
 The register of members and share transfer books will remain closed
 from August 20, 2011 to August 26, 2011, both days inclusive. The
 Annual General Meeting has been scheduled for August 26, 2011.
 
 ABRIDGED ACCOUNTS
 
 SEBI has vide its Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated
 26.4.2007 permitted listed Companies to send Abridged Annual Report to
 the shareholders in line with the requirement stipulated under Section
 219 (1)(b)(iv) of the Companies Act, 1956. Accordingly, an abridged
 Balance Sheet is sent to the shareholders of the Company. Any
 shareholder interested in having a copy of the complete and full
 Balance Sheet and Profit & Loss Account, may write to the Company
 Secretary at the Registered Office of the Company. The detailed Balance
 Sheet and Profit & Loss Account will also be available for inspection
 at the Registered Office of the Company during working hours of the
 Company and shall also be published in the website of the Company,
 www.takesolutions.com.
 
 GREEN INITIATIVE IN CORPORATE GOVERNANCE:
 
 The Ministry of Corporate Affairs (MCA) has through Circular No.17/2011
 pronounced a Green initiative in Corporate Governance that allows
 Companies to send notices/documents to shareholders electronically. The
 Green initiative endeavours to reduce consumption of paper, in turn
 preventing deforestation and contributes towards a green and clean
 environment a cause that we at TAKE are committed to. In support of the
 initiative announced by MCA your Company proposes to send documents
 like Notices convening Annual General Meeting, Audited Financial
 Statements, Director''s Report, and Auditors'' Report etc. in electronic
 form.
 
 HOLDING COMPANY
 
 TAKE Solutions Pte. Ltd, Singapore, the Holding Company continues to
 retain substantial equity in your Company and the Present Equity
 Holding is at 57.89%.
 
 SUBSIDIARY COMPANIES
 
 In order to create a sustainable base in the other geographies, the
 Company has set up wholly owned subsidiaries in the United Kingdom and
 Singapore. Subsequently, the Company acquired WCI Consulting Group
 Limited, UK through its wholly owned step down subsidiary viz., TAKE
 Global Ltd., UK. The Company also acquired CMNK Computer Systems Pte
 Ltd., Singapore.
 
 During the Financial Year, the Company has divested its 100% holdings
 in two of its step subsidiaries namely CMNK Services Private Limited,
 India and TAKE Solutions GmbH, Switzerland.
 
 Clear Orbit Inc., a step down subsidiary of the Company merged with
 TAKE Solutions Inc., USA.
 
 OVERSEAS & INDIAN SUBSIDIARIES:- 
 Subsidiaries
 
 TAKE Solutions Global LLP, India
 
 TAKE Solutions Inc, USA
 
 TAKE Solutions Global Holdings Pte Ltd, Singapore
 
 CMNK Consultancy & Services Private Ltd, India
 
 TOWELL TAKE Investments LLC, Muscat
 
 APA Engineering Private Limited, India
 
 
 Step Down Subsidiaries
 
 Applied Clinical Intelligence LLC, USA
 
 TAKE Enterprise Services Inc., U.S.A.
 
 TAKE Intellectual Properties Management Inc., U.S.A.
 
 TAKE Solutions Information Systems Pte Ltd., Singapore
 
 CMNK Computer Systems Pte Ltd., Singaproe
 
 TAKE Global Limited, UK
 
 WCI Consulting Group Limited, UK
 
 WCI Consulting Limited, UK
 
 WCI Consulting Limited, USA
 
 TOWELL TAKE Solutions LLC, Oman
 
 TAKE Solutions MEA Ltd., UAE
 
 Mirnah Technologies Systems Limited, Saudi Arabia
 
 RPC Power India Private Limited, India (by virtue of control over
 composition of Board of Directors)
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements have been prepared in accordance
 with the applicable Accounting Standards issued by the Institute of
 Chartered Accountants of India, which together with the Auditors''
 Report thereon forms part of the Annual Report.
 
 SUBSIDIARY ACCOUNTS
 
 In accordance with the General Circular No.2/2011 dt. 8th February,
 2011 issued by the Ministry of Corporate Affairs, Government of India,
 the Balance Sheet, Profit & Loss Account and other documents of the
 Subsidiary Companies are not being attached with the Balance Sheet of
 the Company. The Consolidated Balance Sheet of the Company shall
 include the financial information for each subsidiary. The audited
 accounts of the subsidiary companies are also kept for inspection by
 any member at the Company''s Registered Office and copies will be made
 available on request to the members. The Company will furnish a hard
 copy of details of accounts of subsidiaries to any shareholder on
 demand.
 
 CORPORATE GOVERNANCE
 
 The Company adheres to the code of Corporate Governance as set out by
 the Securities and Exchange Board of India (SEBI) and accordingly have
 implemented all the major stipulations prescribed. In line with that, a
 report on Corporate Governance, along with a certificate from the
 Statutory Auditors has been included in the Annual Report, detailing
 the compliances of corporate governance norms as enumerated in Clause
 49 of the Listing Agreement with the stock exchanges.
 
 MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
 
 Management''s Discussion and Analysis Report for the year under review,
 as per the provisions of Clause 49 of the Listing Agreement with the
 Stock Exchanges is presented separately, which forms part of the Annual
 Report.
 
 DIRECTORS
 
 Directors'' retiring by rotation
 
 Mr. Srinivasan H. R. and Mr. D. V. Ravi, Directors of the Company
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, offer themselves for re appointment.
 
 FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposit
 under Section 58A of the Companies Act, 1956, read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 AUDITORS
 
 The Auditors of the Company, M/s. Sundar, Srini & Sridhar, Chartered
 Accountants, hold office till the conclusion of the Tenth Annual
 General Meeting and being eligible offer themselves for reappointment.
 
 INTERNAL AUDIT
 
 During the Financial Year, your Company had engaged the services of
 KPMG India and M/s G.D. Apte, Chartered Accountants, Mumbai as Internal
 Auditors to carry out internal audit on a regular basis. The reports of
 the internal audit along with comments from the management are placed
 for review before the Audit Committee. The Audit Committee also
 scrutinizes all the programmes and the adequacy of the internal audits.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of provisions of Section 217(2) A of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rule 1975, there are no
 employees drawing salary of more than Rs.500,000 per month.
 
 EMPLOYEE STOCK OPTIONS SCHEME
 
 In accordance with the SEBI (Employees Stock Options Scheme and
 Employees Stock Purchase Scheme) Guidelines, 1999, the excess of the
 market price of the underlying equity shares as of date of the grant
 over the exercise price of the option, including up front payments, if
 any, is to be recognized and amortized on a straight line basis over
 the vesting period. Your Company has adopted intrinsic method of 
 accounting to compute employees'' compensation cost. According to 
 intrinsic method of accounting, the employees compensation cost is 
 Rs.215,813/ . If the compensation cost was computed using the fair 
 value method of accounting, the compensation cost would have been 
 at Rs. 1,217,558 for the financial year 2010 11 and our profit would 
 hence be reduced by Rs. 1,001,745/ .  The impact on EPS for financial 
 year 2010 11 would be 0.01 and for diluted EPS by 0.04.
 
 The details of options granted under ESOP 2007 are as follows:
 
 Sl. ESOS2007                                Tranche 1      Tranche 2
 NO
 01  Grant Date                             02/04/2008     26/05/2008
 
 02  Options granted and outstanding at 
     the beginning of the year                 274,000        710,000
 
 03  Grant Price Rs.                      73 per share   73 per share
                                              / option       / option
 
 04  Options vested during the 
     Financial Year                                Nil            Nil
 
 05  Options Exercised                             Nil            Nil
 
 06  Money realized on exercise of                 Nil            Nil
     option
 
 07  Total number of shares arising as 
     a result of exercise of options               Nil            Nil
 
 08  Options Lapsed / Surrendered               65,250        397,500
 
 09  Options granted and outstanding 
     at the end of the year of which
 
     Option vested                             125,250        187,500
 
     Option yet to vest                         83,500       1,25,000
 
 10  Variation of terms of options                 Nil            Nil
 
 11  Grant to Senior Management                    Nil            Nil
 
 12  Employees receiving 5%   of the 
     total number of options granted
     during the year                               Nil            Nil
 
 13  Employees granted options equal to 
     exceeding 1% of the issued capital            Nil            Nil
 
 14  Employees Compensation Cost using 
     Intrinsic Method of Accounting         Rs.215,813            Nil
 
 15  Employees Compensation Cost using 
     Fair Value method of accounting      Rs.1,217,558            Nil
 
 
 Methods and significant assumptions used to estimate fair value of
 options:
 
                                                      ESOS 2007
 
 Particulars                                Tranche 1      Tranche 2
 
 Exercise/Issue Price at the time of 
 grant (in Rs)                                    730            730
 
 Market Price at the time of grant 
 (In Rs)                                       820.05          692.9
 
 Expected Life                                 1 to 3         1 to 3
 
 Risk Free Rate                                  5.19%          5.19%
 
 Expected Volatility                            15.50%         16.93%
 
 Expected Dividend Yield                         0.24%          0.29%
 
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 There are no particulars to be disclosed under Companies (Disclosures
 of particulars in the report of Directors) Rules 1988 in regard to
 conservation of energy, technology absorption.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 Total Foreign Exchange earned and used on cash basis
 
 Forex Earned:
 INR 69.56 Million (10 11) & INR 203.79 Million (09 10)
 
 Forex Used:
 INR 7.37 Million (10 11) & INR 6.98 Million (09 10)
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, it is hereby confirmed:
 
 1.  That in the preparation of the annual accounts, the relevant
 applicable Accounting Standards have been followed and no material
 departures have been made from the same.
 
 2.  That the directors 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 year.
 
 3.  That 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
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 4.  That the directors have prepared the annual accounts on a going
 concern basis.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors thanks the clients, shareholders, investors,
 vendors and bankers for their unstinted support to the Company during
 the year. Your directors would like to thank for the support extended
 by the various departments of the Government of India, particularly the
 Software Technology Parks of India, the Tax authorities, the Reserve
 Bank of India, Ministry of Corporate Affairs, Securities and Exchange
 Board of India, Stock Exchanges and others and look forward to their
 support in all future endeavors.
 
 Your directors appreciate and value the contributions made by TAKEsters
 at all levels for the growth of the Company.
 
                                                By Order of the Board
 
                                                            D.V. Ravi 
                                                             Director
 
                                                         S. Sridharan 
                                                    Managing Director
 
 
 Place : Chennai 
 Date : May 27, 2011