Directors Report of Groarc Industries India Ltd.

Mar 31, 2024

Your Directors are pleased to present the 32^nd Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st March,
2024.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Amount in Lakhs)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	4067.12	6890.48
Other Income	33.08	15.26
Total Income	4100.19	6905.74
Total Expenditure	4069.68	6876.67
Profit/(loss) before tax	30.51	29.07
Current Tax	4.08	7.97
Deferred Tax	(0.19)	(0.37)
Net Profit/Loss	26.62	21.48
Earnings Per Share ( in Rs)
Basic	0.13	0.10
Diluted	0.13	0.10

OPERATIONS PERFORMANCE:

Income of the company from operations is of Rs.4100.19, Profit before tax is Rs
30.51 as compared to Rs. 29.07 in previous year, Profit for this year is Rs.26.62
(Amount in Lakhs)

TRANSFER TO RESERVES:

No amount has been proposed to be transferred to Reserves.

DIVIDEND:

Your Directors did not recommend any dividend for the year.

DEPOSITS:

The Company has not accepted/renewed any deposit within the meaning of Section
73 of the companies Act, 2013 and rules made there under from public or from the
shareholders during the period under review.

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company
is available on the website of the Company at www.telesys.in

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 with
Stock Exchange in India, is presented in a separate Annexure -I forming part
of the Annual Report.

CHANGE OF REGISTERED OFFICE:

There is no shifting of registered office during the financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.
CHANGE IN NAME OF THE COMPANY:

There was a Change in the Name of the Company from TELESYS INFO- INFRA (I)
LIMITED to GROARC INDUSTRIES INDIA LIMITED as approved by Shareholders in 31^stAnnual General Meeting held on 30/09/2023.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

During the year under review, there were no material changes and commitments
affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There was one change in the composition of the board during the year.

As on the date of this Report, following are the Key Managerial Personnel of your
Company in accordance with the provisions of Section 2(51) read with Section 203 of
the Act.

SR.

NO.

NAME OF DIRECTOR

NUMBER OF MEETINGS OF THE BOARD:

The Board met Seven (7) times during the financial year, the details of which are
given in the Corporate Governance Report that forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed
by the Companies Act, 2013.

Sr.

Date

Board Strength

No. of. Directors
Present

30-05-2023

2	14-08-2023	6	6
3	31-08-2023	6	6
4	13-09-2023	5	5
5	10-11-2023	5	5
6	11-12-2023	6	6
7	14-02-2024	6	6

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director
under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013
declared that:

1. They are not promoters of the Company or its holding, subsidiary or
associate company;

2. They are not related to promoters or directors in the company, its holding,
subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with
company, its holding, subsidiary or associate company , or their promoters,
or directors, during the two immediately preceding financial years or during
the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary
relationship or transaction with the company, its holding, subsidiary or
associate company, or their promoters, or directors, amounting to two per
cent or more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives--

(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in
any of the three financial years immediately preceding the financial year in
which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is
proposed to be appointed, of--

(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the
company, its holding, subsidiary or associate company amounting to ten
percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting
power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from
the company, any of its promoters, directors or its holding, subsidiary or
associate company or that holds two percent or more of the total voting
power of the company;

6. Independent Director possesses such qualifications as may be directed by the
Board.

7. The Company & the Independent Directors shall abide by the provisions
specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
mandates that the Board shall monitor and review the Board evaluation framework.
The Companies Act, 2013 states that a formal annual evaluation needs to be made
by the Board of its own performance and that of its committees and individual
directors. The Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent directors should be done by the entire Board of
Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based
on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the
Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and
committee deliberation and business and operations of the Company and
subsidiaries based on their experience and knowledge and Independent
views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored
by the Internal Audit team who places report with the Board and Audit
committee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent
directors to maintain the independence of the Board and separate its functions of
governance and management. As on 31st March, 2024, the Board consists of 6
members. Out of which Two are executive Director, Three non - executive
Independent Director and One non - executive Non Independent Director.

The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Sub section (3) of Section 178 of the
Companies Act, 2013, adopted by the Board and are stated in this Board report. We
affirm that the remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently, the Board has Five Committees: 1) Audit Committee, 2) Nomination and
Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Risk
Management Committee; 5) Corporate Social Responsibility Committee
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS
RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A
detailed note on the composition of the Committees is provided in the corporate
governance report section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to
become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act,
2013 read with Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act,
2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider
Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able
to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other
meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings;
and

h. Able to review the policy, participate in the meeting with all the stakeholders
of the company at the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act,
2013, the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31^stMarch, 2024, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

(ii) 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 and loss of the
Company for the year under review;

(iii) 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, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended
31^st March, 2024 on a ''going concern'' basis.

(v) The internal financial controls are laid and have been followed by the
company and that such controls are adequate and are operating effectively.
Such controls means controls and policies and procedures adopted and
adhered by the company for orderly and efficient conduct of the business for
safeguarding assets, prevention and detection of frauds and errors and
maintenance of accounting records and timely preparation of financial
statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

RISK MANAGEMENT POLICY:

Groarc Industries India Limited is exposed to risks such as liquidity risk, Interest
rate risk, Credit risk and Operational risk that are inherent in the construction cum
infrastructure businesses and has extended the scope in the petroleum business.

The infrastructure and realty segment presently witnessing down trend. The
Company decides to follow the infrastructure and government sponsored projects
in future as well as petroleum business.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The establishment of an effective corporate governance and internal control system
is essential for sustainable growth and long-term improvements in corporate value,

and accordingly Groarc Industries India Limited works to strengthen such
structures. We believe that a strong internal control framework is an important
pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate
with the size and complexity of its operations. The internal controls ensure the
reliability of data and financial information to maintain accountability of assets.

The Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating
procedures. These controls ensure safeguarding of assets, reduction and detection
of fraud and error, adequacy and completeness of the accounting records and
timely preparation of reliable financial information. Critical functions are rigorously
reviewed and the reports are shared with the Management for timely corrective
actions, if any. Business risks and mitigation plans are reviewed and the internal
audit processes include evaluation of all critical and high-risk areas.

The internal and operational audit is entrusted to Umang R Shah (Membership
No. - 230172). The main focus of internal audit is to review business risks, test and
review controls, assess business processes besides benchmarking controls with
best practices in the industry. Significant audit observations and follow-up actions
thereon are reported to the Audit Committee. For ensuring independence of audits,
internal auditors report directly to the Audit Committee.

STATUTORY AUDITORS:

M/s. Venkat & Rangaa , LLP FIRM Registration No: FRN: 0004597S were appointed as
Statutory Auditors of the Company for a period of five consecutive years at the Annual
General Meeting (AGM) of the Members held on September 29, 2022 on a remuneration
mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to
the amendments made to Section 139 of the Act by the Companies (Amendment) Act,
2017 effective from May 07, 2018, the requirement of seeking ratification of the
Members for the appointment of the Statutory Auditors has been withdrawn from the
Statute. Hence the resolution seeking ratification of the Members for continuance of
their appointment at this AGM is not being sought.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their
reports on relevant notes on accounts are self-explanatory and do not call for any
comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

Mr. Ramesh Chandra Mishra (Membership No- 5477) was appointed to conduct the
secretarial audit of the Company for the financial year 2023-24, as required under

Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for F.Y. 2022-23 is Annexure-II to this Board''s Report.

Mr. Ramesh Chandra Mishra (Membership No-5477) is also appointed for the
financial year 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/REGULATORS:

For one Quarter there was no Independent Woman Director in the company. Later on
Mrs. Rainy Ramesh Singhi was appointed on Board w.e.f. 11.12.2023. SOP fines was
levied by BSE of Rs.31,860/- and company has complied with Regulation 17(1),
18(1),19(1), 19(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and made payment of SOP Fine to BSE.

There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company''s operations in future.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the
purposes of identification and monitoring of such transactions. The policy on
related party transactions is uploaded on the Company''s website.

All related party transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained on an annual basis
which is reviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, there were no contract where in the related
parties are interested.

In accordance with the provisions of the Companies Act, 2013, the details of related
party transactions are available in the Notes to the Standalone financial statements
section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies
Act, 2013 form part of the notes to the financial statements provided in this Annual
Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service
and contribution made towards the growth of the company. The relationship with
the workers of the Company''s manufacturing units and other staff has continued to
be cordial.

To ensure good human resources management at the company, we focus on all
aspects of the employee lifecycle. During their tenure at the Company, employees

are motivated through various skill-development, engagement and volunteering
programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in
said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report is being sent to the members of the Company and others entitled
thereto. The said information is available for inspection at the registered office of
the Company during business hours from 11 a.m. to 5 p.m. on working days of the
Company up to the date of the ensuing Annual General Meeting. Any shareholder
interested in obtaining a copy thereof, may write to the Company Secretary in this
regard.

COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s
products/business of the Company for FY 2023-24.

CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013 all companies having net worth of
''500 crore or more'' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5
crore or more during any financial year are required to constitute a appropriate
corporate social responsibility CSR Committee of the Board of Directors comprising
there or more directors, at least one of whom an independent director and such
company shall spend at least 2 % of the average net profits of the Companyâs three
immediately preceding financial year.

The Company presently does not with any of the criteria stated herein above.
CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh
Chandra Mishra & Associates Company Secretary in Practice, regarding compliance
with the conditions of Corporate Governance as stipulated under regulation 27 of
the Listing Agreement with Stock Exchange read with the relevant provisions of
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms
part of this Report and Annexure-III to this Board''s Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of Energy, Technology Absorption are not applicable in
the case of the company. However the company took adequate steps to conserve
the Energy and used the latest technology.

FOREIGN EXCHANGE (inflow/outflow):

During the year under review there were no foreign Exchange Earnings. The
Foreign Exchange out go is Nil.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing
material and goods of the company lying at different locations have been insured
against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.
ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders
and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for
commendable teamwork, high degree of professionalism and enthusiastic effort
displayed by them during the year.

By Order of Board For GROARC INDUSTRIES INDIA LIMITED
(Formerly knowns as Telesys Info- Infra (I) Limited)

Sd/-

Place: Chennai CHANDRAN GANESAN

Date : 14.08.2024 Whole Time Director

DIN:08166461

Mar 31, 2011

The Directors are happy to present the Nineteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

During the year under review, the company has incurred a loss of Rs.11,973,210/- as against a loss of Rs. 18 722 960/- during the previous year. The financial results of the company compared to the previous year are summarized as under:

(Rs.)

Particulars 31.03.2011 31.03.2010

Income 22,325,275.00 18,421,969.00

Profit / (Loss) before Depreciation and Tax 6,609,461.00 (10,839,197.00)

Less: Depreciation 265,592.00 1,471,376.00

Profit/(Loss) Before Tax 6,343,869.00 (12,310,573.00)

Prior Period Expenditure - -

Provision for FBT - -

Provision for Taxation - Current 1,176,153.00 -

Provision for Deferred Tax - Asset (621,463) (337,362.00)

Profit/(Loss) After Tax 5,789,179.00 (11,973,211.00)

Balance Brought Forward (100,517,609.00) (88,544,398.00)

Balance carried over to Balance Sheet. (94,728,430.00) (100,517,609.00)

EPS Basic & Diluted (Rs.) 0.27 (0.53)

Weighted Average No. of shares 23,235,250 23,235,250

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year in view of the loss incurred by the company.

DIVIDEND:

Your directors do not recommend any dividend during this year.

DEPOSITS AND LOANS/ ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

Your company continues to have cordial relations with its employees. DIRECTORS

Shri Heera chand Surana and Shri Y.Satya Kumar, Directors of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for reappointment.

AUDITORS:

M/s Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. A written certificate pursuant to section 224(1 B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended die reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The company''s philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with.

A separate report on Corporate Governance is produced as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied with by die Company and their Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare:-

(i) that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

(ii) that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of 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.

(iii) that Directors have taken proper and sufficient care for 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 fraud and other irregularities; and

(iv) that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the company''s objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the bankers, consultants, customers, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-

(Heerachand Surana) (Y. Sathyakumar) Chairman & Director Whole time Director Date : 03/09/2011

Place: Chennai

Mar 31, 2010

Dear Shareholders,

The Directors are happy to present the Eighteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31 st March 2010.

FINANCIAL HIGHLIGHTS:

During the year under review, the company has incurred a loss of Rs. 11,973,211.00/- as against a loss of Rs. 18,722,960/- during the previous year. The financial results of the company compared to the previous year are summarized as under:

(Rs.)

Particulars 31.03.2010 31.03.2009

Income 18,421,969.00 72,714,362.00

Profit/ (Loss) before Depreciation and Tax (10,839,197.00) (14,491,690.00)

Less: Depreciation 1,471,376.00 2,420,468.00

Profit/ (Loss) Before Tax (12,310,573.00) (16,912,158.00)

Prior Period Expenditure - 2,200,674.00

Provision for FBT - 48,450.00

Provision for Taxation - Current - -

Provision for Deferred Tax-Asset (337,362.00) (438,321.00)

Profit/(Loss) After Tax (11,973,211.00) (18,722,960.00)

Balance Brought Forward (88,544,398.00) (69,821,438.00)

Balance carried over to Balance Sheet. (100,517,609.00) (88,544,398.00)

EPS Basic & Diluted (Rs.) (0.53) (0.73)

Weighted Average No. of shares 23,235,250 23,235,250

CHANGE OF NAME:

The name of the Company was changed from TELESYS SOFTWARE LIMITED TO TELESYS INFO-INFRA (I) LIMITED w.e.f. 05.11.2009 consequent upon passing of the special resolution by the shareholders at their Annual General Meeting held on 30th September 2009 and approval from the Central Government under Section 21 of the Companies Act, 1956.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year in view of the loss incurred by the company.

DIVIDEND:

Your directors do not wish to recommend any dividend in view of the loss incurred by the company. DEPOSITS AND LOANS /ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

MANAGEMENT DISCUSSION AND ANALYSIS

a) Economic Overview

According to the estimates by the Ministry of Statistics and Programme Implementation, the Indian economy has registered a growth of 7.4 per cent in 2009-10, with 8.6 per cent year-on-year (y-o-y) growth in its fourth quarter. The growth is driven by robust performance of the manufacturing, mining, quarrying, electricity, gas, water, construction, trade, hotels, transport and communication sectors. GDP growth rate of 7.4 per cent in 2009-10 has exceeded the government forecast of 7.2 per cent for the full year. The Gross National Income is estimated to rise by 7.3 per cent in 2009-10 as compared to 6.8 per cent in 2008-09. The per capita income is estimated to grow at 5.6 per cent in 2009-10.

Under Infrastructure development, Indian Government allocation under Jawaharlal Nehru National Urban Renewal Mission (JNNURM) stepped up by 87 per cent to Rs. 12,887 crore in B.E. 2009-10 over B.E. 2008-09. Allocation for housing and provision of basic amenities to urban poor enhanced to Rs.3,973 crore in B.E. 2009-10. This includes provision for Rajiv Awas Yojana (RAY), a new scheme announced.

b) Industry Structure, Development and Outlook

According to DIT, the Indian software and services exports is expected to reach US$ 49.7 billion in 2009-10 as compared to US$ 47.1 billion in 2008-09, registering an increase of 5.5 per cent in dollar terms. Further, the IT services exports is estimated to grow from US$ 25.8 billion in 2008-09 to US$ 27.3 billion in 2009-10, showing a growth of 5.8 per cent.

Moreover, according to a study published in February 2010, the Indian information technology (IT) market is expected to grow at around 15.5 per cent in 2010, on the back of growing investor confidence and favourable initiatives taken by the government. The data centre services market in the country is forecast to grow at a compound annual growth rate (C AGR) of 22.7% between 2009 and 2011. As per a report by the Internet and Mobile Association of India (IAMAI) and market research, the total number of Internet users in India reached 71 million in 2009. The number of active users increased to 52 million in September 2009 registering a growth of 19% year-on-year. According to IDC India, during January- March 2010, total PC sales in India registered a year-on-year increase of 33%.

The growth in Software Services sector continued to be broad based despite of general recession. The management is also planning diversification in areas of Infrastructures Development, Power sector etc. to improve the performance of the company and in turn enhance shareholders value.

c) Business performance

During the year under review, the company has incurred a loss of Rs. 11,973,211/- as against a loss of Rs. 18,722,960/- during the previous year. The performance of the company is expected to improve during the coming years with increasing efforts being made in the direction of improving the working efficiency of the company.

d) Segment Reporting

The company was operating in only one segment up to September 2009 has altered its objects so as to enable it to do the business of infrastructure, real estate and allied activities and consequently changed its name from TELESYS SOFTWARE LIMITED TO TELESYS INFO - INFRA(I) LIMITED. Therefore the Company has two segments i.e. Software development & sales in India and infrastructure, real estate and allied activities.

e) Internal Control System and its adequacy

The system of internal control has been established to provide reasonable assurance of safeguarding assets and maintenance of proper Accounting records and its accuracy. The business risks and its control procedures are reviewed frequently. Systems audit is also conducted regularly to review the systems with respect to Security and its Adequacy. Reports are prepared and circulated to Senior Management and action taken to Strengthen controls where necessary.

0 Risk Management

Risk evaluation and management is an ongoing process in the company. g) Human resources and Industrial relations

Your company continues to have cordial relations with its employees.

DIRECTORS

Shri Kashi Pandian and Shri Rajendhiran Jayaram, Directors of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for reappointment. Chockalingam Rajasekaran Subramanian was appointed as Additional Director with effect from 5th November 2009 who holds office till the conclusion of ensuing annual general meeting. Mr. Bakoolesh Harakchandbhai Khanderia and Prashant Maganlal Brahmbhatt have submitted their resignations with effect from 5th November 2009 and their contribution to the organization during their tenure of office of Director was appreciate and placed on record..

AUDITORS:

M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offeT themselves for reappointment. A written certificate pursuant to section 224(1B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The company''s philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with.

A separate report on Corporate Governance is produced as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

PARTICULARS OFEMPLOYEES U/S 217(2A) of the ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare:-

(i) that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

(ii) that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of 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.

(iii) that Directors have taken proper and sufficient care for 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 fraud and other irregularities; and

(iv) that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the company''s objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company''s operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the bankers, consultants, customers, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- (Heerachand Surana) (Y. Sathyakumar) Chairman & Director Whole time Director Date: 04/09/2010

Place: Chennai

Mar 31, 2009

The Directors are happy to present the Seventeenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31 st March 2009.

FINANCIALHIGHLIGHTS:

During the year under review, the company has incurred a loss of Rs. 18,722,960.00/- as against a loss of Rs. 16,535,817/- during the previous year. The financial results of the company compared to the previous year are summarized as under:

(Rs.)

Particulars 31.03.2009 31.03.2008

Income 72,714,362.00 83,423,178.00

Profit /(Loss) before Depreciation and Tax (14,491,690.00) (13,593,341.00)

Less: Depreciation 2,420,468.00 3,030,259.00

Profit/ (Loss) Before Tax (16,912,158.00)(16,623,600.00)

Prior Period Expenditure 2,200,674.00 -

Provision for FBT 48,450.00 31,251.00

Provision for Taxation-Current - 353,772.00

Provision for Deferred Tax - Asset 438,321.00) (472,806.00)

Profit/(Loss) After Tax (18,722,960.00) <16,535,817.00)

Balance Brought Forward (69,821,438.00) (53,285,621.00)

Balance carried over to Balance Sheet. (88,544,398.00) (69,821,438.00)

EPS Basic & Diluted (Rs.) (0.80) (0.72)

WeightedAverageNo. of shares 23,235,250 23,235,250

REGISTERED OFFICE:

The Registered Office of the Company was changed from No. 6, First Floor, Sixth Cross Street, CIT Colony, Mylapore, Chennai - 600 004 to New No. 72, Old No. 33, First Floor, Giri Road, T. Nagar, Chennai - 600 017 w.e. f. 03.07.2008 looking at better prospects from the new location.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year in view of the loss incurred by the company.

DIVIDEND:

Your directors do not wish to recommend any dividend in view of the loss incurred by the company. DEPOSITS AND LOANS/ ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are NIL.

MANAGEMENT DISCUSSION AND ANALYSIS

a) Economic Overview

The year witnessed a global economic slow down in general. The market conditions were difficult and there was a volatile currency environment. In view of the difficulties faced on account of economic conditions the main focus of the company was on conserving cost and creating efficiencies thereby enhancing value. Due to slowdown considerable reductions were experienced in IT service spends all over. There was also increased regulation leading to more enterprise regulation, security and reporting.

b) Industry Structure, Development and Outlook

The growth in Software Services sector continued to be broad based inspite of general recession. However, due to heavy competition the company could not sustain its operations and achieve desired growth in the software industry. Therefore, the company proposes to diversify and expand into infrastructure, real estate and allied activities to improve the performance of the company and in turn enhance shareholders value.

c) Business performance

During the year under review, the company has incurred a loss of Rs. 18,722,960.00/- as against a loss of Rs. 16,535,817/- during the previous year. The performance of the company is expected to improve during the coming years with increasing efforts being made in the direction of improving the working efficiency of the company.

d) Segment Reporting

The company operates in only one segment i.e. Software development and sales in India only.

e) Internal Control System and its adequacy

The system of internal control has been established to provide reasonable assurance of safeguarding assets and maintenance of proper Accounting records and its accuracy. The business risks and its control procedures are reviewed frequently. Systems audit is also conducted regularly to review the systems with respect to Security and its Adequacy. Reports are prepared and circulated to Senior Management and action taken to Strengthen controls where necessary.

f) Risk Management

Risk evaluation and management is an ongoing process in the company.

g) Human resources and Industrial relations

Your company continues to have cordial relations with its employees.

DIRECTORS

Shri Thavachithan Vaithylingam Palaniswamy, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Shri Thavachithan Vaithylingam Palaniswamy and Shri Pandian Kashi, Additional Directors were appointed as directors of the Company in the Annual General Meeting held on 30.09.2008.

Shri Bakoolesh Harakchandbhai Khanderia and Shri Prashant Maganlal Brahmbhatt were appointed as additional directors of the company w.e.f. 27.01.2009 and Shri Rajendhiran Jayaram was appointed as the additional director of the company w.e.f. 02.04.2009 by the Board of Directors of the company in accordance with Section 260 of the Companies Act, 1956. They hold office upto the date of the ensuing Annual General Meeting of the Company to be held on 30th September, 2009. The requisite notices together with necessary deposits have been received from members pursuant to section 257 of the Companies Act, 1956 proposing the appointment of Shri Bakoolesh Harakchandbhai Khanderia, Shri Prashant Maganlal Brahmbhatt and Shri Rajendhiran Jayaram as directors of the company.

Shri AXN Prabhu and Shri MVC Kutty have resigned as directors of the company w.e.f. 12.06.2008 and Shri R. Vedanarayanan has resigned as director of the company w.e.f. 27.01.2009. The Board places on record their sincere and deep appreciation for valuable services rendered to the company during their tenure as directors of the company.

Shri Y. Sathyakumar was appointed as a Whole time Director of the company at the Annual General Meeting held on 30.09.2008.

AUDITORS:

M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. A written certificate pursuant to section 224(lBjhas been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The companys philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to. R has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with.

A separate report on Corporate Governance is produced as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

PARTICULARS OFEMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A)ofthe Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare :-

(i)that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures; (ii)that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of 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.

(iii)that Directors have taken proper and sufficient care for 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 fraud and other irregularities; and

(iv)that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the bankers, consultants, customers, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD Sd/- Sd/- Place: Chennai (Heerachand Surana) (Y. Sathyakumar) Date: 26/08/2009 Chairman & Director Whole time Director

Mar 31, 2008

The Directors are happy to present the Sixteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2008.

FINANCIAL HIGHLIGHTS:

During the year under review, the company has incurred a loss of Rs. 16,535,817 as against a loss of Rs. 2,764,111/- during the previous year. The financial results of the company compared to the previous year are summarized as under:

(Rs.) Particulars 31.03.2008 31.03.2007

Income 83,423,178.00 38,591,562.00 Profit/(Loss) before Depreciation and Tax (13,593,341.00) 1,421,538.00 Less: Depreciation 3,030,259.00 4,991,237.00 Profit/(Loss) Before Tax (16,623,600.00) (3,569,699.00) Provision for FBT 31,251.00 8,196.00 Provision for Taxation-Current 353,772.00 303,552.00 Provision for Deferred Tax (472,806.00) (1,117,336.00) Profit/(Loss) After Tax (16,535,817.00) (2,764,111.00) Balance Brought Forward (53,285,621.00) (50,521,510.00) Balance carried over to Balance Sheet. (69,821,438.00) (53,285,621.00) EPS (Basic) (Diluted) (0.72) (0.15) Weighted average number of shares 23,235,250 23,235,250

REGISTERED OFFICE:

The Registered Office of the Company was changed from New No. 33, Old No. 15, Postal Colony, 1st Street, West Mambalam, Chennai - 600 033 to No. 6, First Floor, Sixth Cross Street, CIT Colony, Mylapore, Chennai - 600 004 with effect from 1st October, 2007 to facilitate operational convenience. The Registered Office was further changed to New No. 72, Old No. 33, First Floor, Giri Road, T. Nagar, Chennai - 600 017 w.e.f. 03.07.2008 looking at better prospects from the new location.

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year in view of the loss incurred by the company.

DIVIDEND:

Your directors do not wish to recommend any dividend in view of the loss incurred by the company.

DEPOSITS

The Company has not accepted any public deposits during the financial year.

DIRECTORS

Shri R. Vednarayana, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Shri Thavachithan Vaithylingam Palaniswamy and Shri Pandian Kashi were appointed as additional directors of the company w.e.f. 12.06.2008 by the Board of Directors of the company in accordance with Section 260 of the Companies Act, 1956. They hold office upto the conclusion of the ensuing Annual General Meeting of the Company to be held on 30th September, 2008. The requisite notices together with necessary deposits have been received from members pursuant to section 257 of the Companies Act, 1956 proposing the appointment of Shri Thavachithan Vaithylingam Palaniswamy and Shri Pandian Kashi as directors of the company.

Shri AXN Prabhu and Shri MVC Kutty have resigned as directors of the company w.e.f. 12.06.2008. The Board places on record their sincere and deep appreciation for valuable services rendered to the company during their tenure as directors of the company.

The board recommends the appointment of Mr. Y. Sathyakumar as a Whole time Director of the company at the ensuing Annual General Meeting of the company. The remuneration payable to him has been approved by the Remuneration committee in its meeting.

AUDITORS:

M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. A written certificate pursuant to section 224(1B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The companys philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with.

A separate report on Corporate Governance is produced as a part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable to your company.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare :-

(i) that in preparation of accounts , applicable accounting standards have been followed or where departure has been made , explanation relating to material departures;

(ii) that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of 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.

(iii) that Directors have taken proper and sufficient care for 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 fraud and other irregularities; and

(iv) that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/- (Heerachand Surana) (Y. Sathyakumar) Director Director

Date : 04/09/2008 Place: Chennai

Mar 31, 2007

The Directors have great pleasure in presenting the Fifteenth Annual Report of the company with audited accounts for the year ended 31st March 2007.

Financial Results Year ended Year ended 31.3.2007 31.03.2006

Revenue from operation 385.92 131.64 Profit before Depreciation & Goodwill 166.05 69.54 Less: Depreciation 49.91 85.49 Less: Goodwill written off 151.84 151.84 Profit/Loss before tax. (35.70) (306.87) Less: Provisions for Tax- Current& Deferred (8.05) 0 Profit/(Loss) after Tax (27.65) (306.87) Balance carried forward to 532.85 505.34

DIVIDEND:

Our Directors have not recommended any dividend as the company was running under loss.

MANAGEMENT DISCUSSION AND ANALYS1S:-

A) Industry Structure And Development:

There has been considerable decline in software industry globally even then the company has considerably improved its activities when compared with previous year.

b) Business Performance & Segment Reporting:

The income from operation is Rs.385.92 lacs in financial year 2006-07 against Rs. 131.77 lacs in financial year 2005-06. The company has incurred loss of Rs.27.64 lacs after tax as compared to previous year loss of Rs.306.75 lacs.Your Directors are hopeful of Maintaining and improving the turnover and profit in coming years by strategic Business plans. The company operates in one segment viz software development & real estate.

c) Internal control systems and their adequacy:

The System on of Internal Control Comprises established to provide reasonable assurance of safeguarding Assets and Maintenance of proper Accounting records and its Accuracy. The business Risks and its Control procedures are reviewed frequently. Systems Audit is also conducted regularly to review the systems with respect to Security and its Adequacy. Reports are prepared and circulated to Senior Management and action taken to Strengthen Controls where necessary. Much has been done in cutting off expenditures in almost all areas. Manpower is carefully taken in by making systematic study of their skill and exposure in regard to the projects the company is handling greater care is shown in the effective utilization of these skills by coordinating all the individual efforts towards the corporate goal incurring minimal cost.

d) Human Resources and Industrial relations:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your Directors also express their sincere gratitude to the Bankers, Consultants, Auditors and Shareholders for their continued patronage and co-operations.

DIRECTORS:

In Accordance with the provisions of the companies Act, 1956 and the companies Articles of Association Mr.AXN Prabhu due to retire by rotation and being eligible for reappointment. He seek accord from the members to continue so.

DEPOSITS:

The Company has not accepted any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 of the companies Act, 1956 the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 of the company for that period.

3. The Directors had 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.

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITOR AND AUDITORS REPORT:

The Board recommends the appointment of M/s Venkat & Rangaa; Chartered Accountants as the Auditors of the company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting of the company on such remuneration as may be fixed by the Board. A letter from the Auditor about the compliance under section 224(1 B) of the companies Act, has been duly received.

CORPORATE GOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with. A separate report on corporate Governance is produced as a part of the annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE EARNINGS/ OUTGO:

The Company has no activity relating to conservation of energy or technology absorption. The company did not have any foreign exchange earnings or outgo during the year.

STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the companys objectives, projections, estimates, and expectations may be "forward looking statements: within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/going to operate, changes in the Government regulation, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENTS:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your Directors also express their sincere gratitude to the Banks, consultants, Auditors and shareholders for their continued patronage and co - operation.

By Order of the Board, For Telesys Software Limited

(Y.Satya kumar) (Heera Chand Surana) Managing Director Chairman

Place: Chennai Dated: 30/06/2007

Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

Your Directors have great pleasure in presenting the fourteenth Annual Report of the Company with the audited accounts for the year ended 31st March 2006.

Financial Results: Rupees in Lakhs

Particulars Year ended Year ended 31.03.2006 31.03.2005

Revenue from Operations 131.64 240.00

Profit before Depreciation & Deduction (69.54) 22.21

Less:Depreciation 85.49 73.99

Less:Goodwill written off 151.84 151.84

Less: Dim in Value of Investment 0.00 (16.90)

Profit / Loss before tax (306.87) (186.72)

Less:Provisions for Tax-Current & Deferred (15.51)

Profit /(Loss) After Tax (306.87) (171.21)

Balance carried forward to Balance sheet (505.34) (198.47)

DIVIDEND:

Our directors have not recommended any dividend as the company was running under less.

REVIEW OF OPERATIONS:

a) The Present situation in the Software industry is facing declining trend both in India and abroad and the Company is also finding difficult to compete with the MNC software Companies.

b) Business Performance:

The Turnover is Rs:131.64 Lakhs in the Financial Year 2005-06 against Rs:240.00 lakhs in the Financial Year 2004-05. The company has incurred loss of Rs:306.87 Lakhs after tax compared to previous year loss of Rs:171.21 Lakhs. Your Directors are hopeful of maintaining and improving the turnover and profit in the forth coming years by strategic business plans.

c) Internal Control System and their adequacy:

Much has been done in cutting off expenditures in almost all areas. Manpower is carefully taken in by making systematic study of their skill and exposure in regard to the projects the company is handling greater care is shown in the effective utilization of these skills by coordinating all the individual efforts towards the corporate goal incurring minimal cost.

d) Human Resources and Industrial relations:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your Directors also express their sincere gratitude to the Bankers, Consultants, Auditors and shareholders for their continued patronage and co-operations.

DIRECTORS:

During the year Ms. Usha Natarajan and Mr. lakshmipathy retire by rotation.

DEPOSITS:

The Company has not accepted any deposit from the public.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under section 217 of the Companies Act, 1956 the Directors hereby confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and made judgements 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.

3. The Directors had 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.

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITOR AND AUDITOR REPORT:

The Board recommends the appointment of Mr. A. Chinnappan, Chartered Accountant as the auditors of the company from the conclusion of the ensuing the Annual General Meeting until the conclusion of the next General General Meeting of the Company on such remuneration as may be fixed by the Board. A letter from the auditor about the compliance under section 224(1B) of the companies Act, has been duly received.

CORPORATE GOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the Stock exchanges, with which the company is listed are complied with. A separate report on corporate governance is produced as a part of the annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/ OUTGO:

The company has no activity relating to conservation of energy or technology absorption. The company did not have any foreign exchange earnings or out go during the year.

STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review:

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your Directors also express their sincere gratitude to the Bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

By Order of the Board

For Telesys Software Limited

(Usha Natarajan) Director

(Y Satya Kumar) Managing Director

Place : Chennai Date : 30.06.2006

Mar 31, 2005

Our Directors have great pleasure in presenting the Thirteenth Annual Report of the company with audited accounts for the year ended 31st March 2005.

Rupees in Lakhs Financial Results: Year ended Year ended 31.03.2005 31.03.2004

Revenue from Operations 240.00 296.15

Profit before Depreciation 22.21 63.93

Less: Depreciation 73.99 154.85

Less; Goodwill Written Off 151.84

Less: Dim in Value of Investment (16.90) 16.90

Profit/(Loss) before Tax (186.72) (107.82)

Less: Provisions for Tax-Current & Deferred (15.51) (30.56)

Profit/(Loss) After Tax (171.21) (77.26)

Balance carried forward to Balance Sheet (198.47) (27.26)

DIVIDEND:

To conserve the reserves & plough back the profits for expansion activities of the company your directors do not recommend any dividend for financial year 2004-2005.

REVIEW OF OPERATIONS:

a) Industry Structure And Development:

The Software Industry is showing a declining trend. The company is also finding it difficult to compete with MNC Software Companies. There have been encouraging developments in the Power Sector in last year and had planned to enter in power Sector and resolutions was passed unanimously through postal ballot changing the object and the name of the company where by enabling the company to enter power sector. However the Registrar of Companies, Chennai did not approve the same. Hence the company has invested its surplus funds in M/S. Chitra Bio Energy Limited, which is setting up 7.5 MW Bio mass Power Plant in Pudukottai District.

b) Business Performance

The turnover Is Rs.229 Lakhs in financial year 2004-2005 against Rs.296.15 Lakhs in the financial year 2003-2004.The Company has incurred loss of Rs.171.21 lacs after tax compared to previous Loss of Rs. 77,26 lacs in the previous year, but the company has cash profit of Rs.31.72 lacs and your Directors are hopeful of maintaining and improving the turnover and profit in coming years by strategic business plans

c) Out Look

Telesys software ltd has presently taken initiative to invest Its surplus funds in the power sector. Its has identified M/S Chrtra Bio Energy limited to be its beneficiary towards giving support funds and also corporate Guarantee for the Loan availed by the Project. The company has evolved a broad outlook towards entering the power sector. The reason for choosing a biomass based power generation is due its inherent policy to stick to renewable energy and eco friendly project. As the revenue generation is a steady source of income in this project we are sure that the investor interest will be taken care of. This is in addition to our core business of software development.

d) Internal control systems and their adequacy:

Much has been done in cutting off expenditures in almost all areas. Manpower is carefully taken in by making systematic study of their skill and exposure in regard to the projects the company is handling. Greater care is shown on the effective utilization of these skills by coordinating all the individual efforts towards the corporate goal incurring minimal cost.

e) Human Resources and Industrial relations:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants. Auditors and shareholders for their continued patronage and Co-operation

DIRECTORS

During the year Mr.Lakshmipathy was appointed as additional director.Mr.Rajkumar suriyaprakash and Mr.Bhushan Babu who retires by rotation offer themselves for reappointment.Mr.Y.Satyakumar, Ms.Usha Natarajan are the other directors of the company.

DEPOSITS:

The Company has not accepted any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors had selected such accouniing 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;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITOR AND AUDITOR REPORT:

The board recommends the appointment of Mr.A.Chinnappan, Chartered Accountant as the auditor of the company from the conclusion ensuing the Annual General Meeting until the conclusion the next AGM of the company on such remuneration as may be fixed by the board. A letter from the auditor about the compliance under Sec 224(18) of the companies Act has been duly received.

CORPORATE GOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed, are complied with. A separate report on corporate governance is produced as a part of the annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

The Company has no activity relating to Conservation of Energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year.

STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:

Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation

By order of the Board, For Telesys Software Limited (Usha Natrajan) (Y. Satyakumar) (DIRECTOR) DIRECTOR Place: Chennai Date: 6th September 2005

Mar 31, 2004

Dear Members, The Directors have great pleasure in presenting the Twelfth Annual Report of the company with audited accounts for the year ended 31st March 2004. Rupees in Lakhs Financial Results: Year ended Year ended 31.03.2004 31.03.2003 Revenue from Operations 296.15 805.87 profit before Depreciation 63.93 124.22 Less: Depreciation 154.85 121.78 Less: Dim in Value of,lnvestment 16.90 - Profit/(Loss) before Tax (107.82) 2.44 Less: Provisions for Tax-Current & Deferred (30.56) 0.91 Profit/(Loss) After Tax (77.26) 1.53 Balance carried forward to Balance Sheet (28.88) 48.38 DIVIDEND: To conserve the reserves & plough back the profits for expansion activities of the company your directors do not recommend any dividend for financial year 2003-2004. REVIEW OF OPERATIONS: Industry Structure And Development: There has been considerable decline in software industry globally. The same trend has been observed in India also. There have been encouraging developments in the Power Sector in last year. The government has announced many reforms in this field. Looking to the immense potential in this sector the company has decided to enter in this field. b) Business Performance The turnover is 296 Lakhs in financial year 2003-2004 against 805 Lakhs in the financial year 2002-2003.The Company has incurred loss of Rs.77.26 lacs after tax compared to previous profit of Rs.1.53 lacs in the previous year, but the company has cash profit of Rs.73.44 lacs and your Directors are hopeful of maintaining and improving turnover and profit in coming years by strategic business plans. c) Out Look Being our country is a Power deficit country the outlook for the Power Generation shall be a lucrative business opportunity. Further with the Central and State Governments giving concessions and priority to this sector the outlook for the industry is good and encouraging. Moreover the attitude of bankers and institutions is also good towards the industry. With the accelerating pace of India's urbanization and industrialization and growing rural electrification, the country's power requirement is growing substantially. d) Internal control systems and their adequacy: Much has been done in cutting off expenditures in almost all areas. Manpower is carefully taken in by making systematic study of their skill and exposure in regard to the projects the company is handling. Greater care is shown on the effective utilization of these skills by coordinating all the individual efforts towards the corporate goal incurring minimal cost. e) Human Resources and Industrial relations: The Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation. F) Merger of companies: The Company's subsidiary companies Namley M/s MILLENIUM WEB SOLUTIONS P LIMITED, M/s AAVISHKAR SOFTWARE LIMITED,SUN JAVA SOLUTIONS P LIMITED and M/s SCRIBE SOLUTIONS P LIMITED is got merged with M/s TELESYS SOFTWARE LIMITED by scheme of amalgamation vide by the court order 0510112004 and assets and liabilities of the transferee companies are transferred with effective date of merger -01/04/2004. DIRECTORS Mr. Y. Sathya kumar,Ms. Usha Natarajan ,Mr. Bhushan Babu ,Mr. K. P. Anandan are the directors of the company Mr. Rajkumar Suriya Prakash was appointed as Additional Directors. He seek accord from the members to continue so. DEPOSITS: The Company has not accepted any deposit from the public. DIRECTORS' RESPONSIBILITY STATEMENT: As required under Section 217 of the Companies Art, the Directors hereby confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. 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 of the Company for that period; 3. The Directors had 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; 4. The Directors had, prepared the annual accounts on a going concern basis. AUDITOR AND AUDITOR REPORT: M/s. N.R. Krishnamoorthy & Co, Chartered Accountant has expressed their inability to continue as auditor of the Company due to personal reasons. A. Chinnappan Chartered Accountant has been appointed in the place of retiring aditor M/s. N.R. Krishnamoorthy & Co, Chartered Accountant, to hold the position till the conclusion of the ensuing AGM and is recommended for appointment Your company has received certificate from A. Chinnappan Chartered accountant, to the effect that the appointment, if made, would be within the prescribed from A. Chinnappan Chartered Accountant to the effect that the appointment, if made would be within the prescribed limits under 224(1B) of Companies Act,1956. CORPORATE GOVERNANCE: The company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended Listing agreements of the stock exchanges, with which the company is listed, are complied with. A separate report on corporate governance is produced as a part of the annual report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO: The Company has no activity relating to Conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year. STATEMENT UNDER SECTION 217(2A) ON PERSONNEL: Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not applicable since none o1 the employees are in receipt of remuneration in excess of the limits specified herein during the period under review. ACKNOWLEDGEMENTS: The Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation By order of the Board, for Telesys Software Limited (Usha Natarajan) DIRECTOR (Sathya Kumar) DIRECTOR Place : Chennai Date : 6th September 2004

Mar 31, 2003

Your Directors have great pleasure in presenting the Eleventh Annual Report of the company with audited accounts for the year ended 31st March 2003.

Rupees in Lakhs Financial Results: Year ended Year ended 31.03.2003 31.03.2002

Revenue from Operations 805.87 289.43

Profit before Depreciation 124.22 125.56

Less: Depreciation 121.78 119.28

Profit before Tax 2.44 6.28

Provisions for Tax-Current & Deferred 0.81 2.29

Profit After Tax 1.53 3.99

Balance carried forward to Balance Sheet 48.38 46.85

DIVIDEND:

To conserve the reserves & plough back the profits for expansion activities of the company your directors do not recommend any dividend for financial year 2002-2003.

REVIEW OF OPERATIONS:-

a) Industry Structure And Development:

The period is beginning of the "Consolidation of Indian Software Industry" and bodes well for organizations with the ability to create and maintain strong competitive advantages that can shine in global markets. The future is vibrant for high quality Indian IT Corporates that have right management team and proven delivery capabilities. Specifically, the IT scenario is in its `High growth stages and the business growth over the next few years will reflect Indias supremacy in being preferred outsourcing solutions partner.

b) Out Look

The IT industry is now standing at an important juncture and has to constantly adapt to the fast changing business environment. The market is fiercely competitive and therefore necessitates marketing efforts to build the brand equity and differentiate from the competition. Your company had recognized the need to step up the market positioning investments early.

c) Internal control systems and their adequacy:

Much has been done in cutting off expenditures in almost all areas. Manpower is carefully taken in by making systematic study of their skill and exposure in regard to the projects the company is handling. Greater care is shown on the effective utilization of these skills by coordinating all the individual efforts towards the corporate goal incurring minimal cost.

d) Human Resources and Industrial relations:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation

DIRECTORS

Mr. Nagraj Sharma and Mr.G.Anand Rao have relinquished from their Directorships due to their personal reasons. Mr Anand Rao resigned on 10th December 2002 & Mr.Nagraj Sharma resigned on 30th May 2003. The board of directors wish to place on records their sincere appreciation and hard work during their tenure as Director.

DEPOSITS:

The Company has not accepted any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act. the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 of the Company for that period;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITOR AND AUDITOR REPORT:

Members are hereby informed that M/s. N.R.Krishnamoonhy & Co, Chartered Accountant have been appointed as an Auditor of the company to hold the position till the conclusion of the ensuing AGM. At the same time M/s. N.R.Krishnamoonhy & Co, Chartered Accountants have offered their services to act as Auditors and have also informed the Board that their appointment If considered would be within the prescribed limits under 224(1 B) of the Companies Act, 1956. The Board requests the members to consider their appointment from the conclusion of the ensuing AGM till the conclusion of the subsequent AGM.

CORPORATE GOVERNANCE:

Your company has always striven to Incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed, are complied with. A separate report on corporate governance Is produced as a part of the annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

The Company has no activity relating to Conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year.

STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:

Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not applicable since none of the employes are in receipt of remuneration in excess of the limits specified herein during the period under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation

By order of the Board, For Telesys Software Limited (Bhushan Babu) Sathya Kumar DIRECTOR MANAGING DIRECTOR Place: Chennai Date: 29th August 2003

Mar 31, 2002

Your Directors have great pleasure in presenting the Tenth Annual Report of the company with audited accounts for the year ended 31st March 2002.

Rupees in Lakhs Financial Results: Year ended Year ended 31.03.2002 31.03.2001

Sales 214.3 352.08

Profit before Depreciation 125.56 119.68

Less: Depreciation 119.28 104.36

Profit before Tax 6.28 15.32

Provisions for Tax-Current & Deferred 2.29 1.30

Prof it After Tax 3.99 14.02

Profit brought forward 95.41 81.39

Less: Deferred tax liability of prior period 52.50 -

Balance carried forward to Balance Sheet 46.90 95.41

DIVIDEND:

To conserve the reserves and plough back the profits for expansion activities of the company. Your Directors do not recommend any dividend for financial year 2001-2002

REVIEW OF OPERATIONS:-

a) Industry Structure And Development:

IT sector has been facing slow down. Sky racketing growth is curtailed. But results of recent market researches in US and Europe are revealing encouraging facts. According to them the IT industry would come down and settle at normalcy and companies with their niche markets would do well as each company in future would necessarily require technical support on computerization of their respective systems which should be tailor made for them.

b) Business Performance & Segment Reporting:

Your Company did not have growth in terms of turnover and net profits during the year under review. Because the general recession in the Software Industry had its impact in the turnover. Your Directors are hopeful that the activities of your company would improve significantly once the re-orientation strategy is implemented. Members are hereby informed that Segment wise Reporting is not applicable to your company since all the investments are deployed in a single line of business activity i. e. Software Development.

c) Out Look

Your Board of Directors has taken stock of the situation prevailing both at macro level and micro level markets. They have formulated a strategy to skive off a hitch market with exclusive clients to the company, whose needs could be catered by the present technical skills and marketing advantage of your company. Which is why an overseas Director had been inducted inside the Board so as to fortify the Board and as well as to augment the revenues.

d) Internal control systems and their adequacy:

Much has been done in cutting off expenditures in almost all areas. Manpower is carefully taken in by making systematic study of their skill and exposure in regard to the projects the company is handling. Greater care is shown on the effective utilization of these skills by coordinating all the individual efforts towards the corporate goal incurring minimal cost.

e) Human Resources and Industrial relations:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation

DIRECTORS

M/s. I. Srinivasalu, Sailesh Srivatsava, Thanasing Mosae, Thirumalachari Sridharan and K. V Viswanathan have relinquished from their Directorships due to their personal reasons w. e. f. 17th March 2002. On the same day M/s. Sathyakumar. Usha Natarajan, Nagaraj Sharma and K P Anandan, were appointed, as Additional Directors by the Board and B. Bhushan Babu was appointed on 30th May 2002 as additional director. Now the Board recommends them to the members for regularizing their appointment since their precious knowledge, expertise and market connections would be of great use to the company.

ENHANCEMENT OF EQUITY & LISTING:

In order to achieve vertical growth, achieve bigger volume of business, it is proposed to take over the aforesaid companies as wholly owned subsidiaries by acquiring their entire share capital on swap basis. Acquiring these companies will leverage the software development business of the company with help of their current client base, employee strength, and infrastructure. Therefore it is proposed to issue 1,32,25,350 equity shares of Rs. 10/- each fully paid on preferential basis to acquire their entire capital under swapping arrangement. The company is going to consider this matter in the extraordinary general meeting scheduled on 15th July 2002.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT:

M/s Cameo Corporate Services Ltd. has been appointed as new registrar and share transfer agent in place of M/s Ankit Consultancy (Pvt) Ltd.

DEPOSITS:

The Company has not accepted any deposit from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 of the Company for that period;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITOR AND AUDITORS REPORT:

Members are hereby informed that Mr. N R Krishnamoorthy & Co., Chartered Accountant has been appointed as an Auditor of the company to hold the position till the conclusion of the ensuing AGM. At the same time M/s. N R Krishnamoorthy & Co, Chartered Accountants have offered their services to act as Auditors and have also informed the Board that their appointment if considered would be within the prescribed limits under 224(1 B) of the Companies Act, 1956. The Board requests the members to consider their appointment from the conclusion of the ensuing AGM till the conclusion of the subsequent AGM.

CORPORATE GOVERNANCE:

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed, are complied with. A separate report on corporate governance is produced as a part of the annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO:

The Company has no activity relating to Conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year.

STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:

Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the Banks, Consultants, Auditors and shareholders for their continued patronage and Co-operation

By order of the Board, for TELESYS SOFTWARE LIMITED

(MR. SATHYA KUMAR) (G. ANAND RAO) Director Managing Director

Place: Chennai Date: 29th June 2002

Mar 31, 2001

Yours Directors have great pleasure in presenting the Ninth Annual Report of the company with audited accounts for the year ended 31st March 2001.

DEPOSITS :

The Company has not accepted any deposit from the public.

DIRECTORS :

Shri K. Viswanathan were appointed as additional Directors of the Company by the Board of Directors.

In accordance with the provisions of the Companies Act, 1956 and the Companies Articles of Association Shri Thanasingh Mosae & Shri Thirumalachari Sridharan are due to retire by rotation and are eligible for re appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

As required under Section 217 of the Companies Act, the Directors hereby confirm that

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. 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 of the Company for that period;

3. The Directors had 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;

4. The Directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT :

SHRI.N.R. KRISHNAMOORTHY & CO, Chartered Accountants, Chennai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Acts,1956. Accordingly, the said auditors will be appointed as Auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO :

The Company has no activity relating to Conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year.

PERSONNEL :

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

ACKNOWLEDGEMENTS :

The Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels. The Directors would like to thank the Banks, Consultants, auditors and above all the shareholders and valued Customers for their continued support and patronage.

For and on behalf of the Board,

(I. Srinivas) (G. Anand Rao) DIRECTOR MANAGING DIRECTOR

Mar 31, 2000

The Directors have great pleasure in presenting the Eighth annual Report of the company with audited accounts for the year ended 31st March, 2000.

FINANCIAL RESULTS Year ended 31.03.2000 Year ended 31.03.1999 Rs. Rs.

PROFIT BEFORE DEPRECIATION 7706713 5366042

LESS : DEPRECIATION 3197484 1674814

Less Miscellaneous Expenditure written off 608807 4983

PROFIT BEFORE TAX 3900422 3686245

LESS : PROVISION FOR TAX 411873 387056

PROFIT AFTER TAX 3488549 3299189

BALANCE BROUGHT FORWARD 4650325 1351136

BALANCE CARRIED FORWARD TO BALANCE SHEET 8138874 4650325

The Directors are hopeful that the activities of the Company would improve during the Current financial year.

Dividend :

The Directors do not recommend any dividend for financial year 1999-2000 and plan to plough back the profits for expansion activities of the company.

BUSINESS PERFORMANCE :

During the year, the company recorded an impressive growth in sales of 61.79 percent of Rs. 14291860 from Rs. 8830745 in the previous year. The Company has acquired office space in Chennai for software lab and has incurred Rs. 160 lakh towards hardwares, office equipments, furnitures and software. The full fledged software lab will be operational shortly.

PROSPECTS :

Telesysindia.com web site is being developed for on line consultancy & manpower consultancy.

Company has developed in house products for internet applications using case tools.

The Company focus primarily on e.commere, banking and finance & internet applications.

CONVERSION TO PUBLIC COMPANY :

The Company became a public Company by dealing from its Articles of Association, the provisions applicable to the Private Company by a special resolution passed at the Extraordinary General Meeting held on November 22nd, 1999.

PUBLIC ISSUE :

The public issue of 50,00,000 lakhs equity shares of Rs. 1-/- each for cash at a premium of Rs. 5/- per share (price of Rs. 15/- per) aggregating 750 lakhs of the company which opened for the public subscription on 10th February, 2000 received an overwhelming response from the investors, and was over subscribed by 21 times. The Company has made allotment of shares in consultant with the Madras Stock Exchange. The equity shares of the company have been listed on the Mumbai & The Madras Stock Exchanges.

DEPOSITS :

The Company has not accepted any deposit form the public.

DIRECTORS :

Shri G. Anand Rao, has been appointed as Managing Director. Shri Thuirumalachari Sridharan and Shri Shailesh Shrivastava were appointed as additional Directors of the Company by the Board of Directors.

In accordance with the provisions of the Companies Act, 1956 and the Companies Articles of Association Shri g. Anand Rao & Shri I. Srinivas are due to retire by rotation and are eligible for re-appointment.

AUDITORS AND AUDITORS REPORT :

SHRI. N.R. KRISHNAMOORTHY & CO, Chartered Accountants, Chennai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. Accordingly, the said auditors will be appointed as Auditors of the Company at the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNIGNS/OUTGO :

The Company has no activity relating to Conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year.

Y2K COMPLIANCE :

As a result of comprehensive planning and virus implementation of various schemes for Y2K compliance the Company did not encounter any break down or other problems and all its operations continued in an uninterrupted manner during the year.

LISTING REQUIREMENTS.

The shares of the Company are listed on the Madras and Mumbai Stock Exchanges. The annual listing fee stands paid up for three years.

DEPOSITORY SYSTEM :

The Company has entered into an agreement with the Central Depository Services for dematerialisation of the Company's Securities in accordance with the provisions of the Depository Regulation. With this the members have the option/discretion to hold their demat Shares in the Company through the National Securities Depository Limited or the Central Depository Services (India) Limited.

CORPORATE GOVERNANCE :

The Securities and Exchange Board of India has considered the recommendation of a committee on corporate Governance constituted under the Chairmanship of Shri. Kumar Mangalam Birla and advised all the stock exchanges to incorporate a new clause on corporate Governance in the listing agreement. The Madras Stock Exchange has incorporated a clause 45 in the listing agreement on Corporate Governance with regard to composition of Board of Directors, Audit Committee, remuneration of Directors, Board Meeting Procedures, Management Discussions and Analysis about the business. The Company in line with the latest developments in the Corporate India, would take necessary steps to implement better corporate governance. The Company is committed to the Principles of good corporate governance. The Company would take every step to ensure transparency in operations and continuously strive towards enhancing shareholders value.

PERSONNEL :

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

Mar 31, 1999

The Directors have great pleasure in presenting the Seventh Annual Report of the Company with audited accounts for the year ended 31st March, 1999.

FINANCIAL RESULTS :

Year ended Year ended 31.03.1999. 31.03.1998. Rs. Rs.

Profit before Depreciation 5366042 1693244

Less : Depreciation 1674814 1049911

Less : Miscellaneous Expenditure Written Off 4983 4983

Profit before tax 3686245 638350

Provision for taxation 387056 67026

Net Profit-after tax 3299189 571324

Profit brought forward 1351136 779812

Balance Carried forward to 4650325 1351136 Balance Sheet

The Directors are hopeful that the activities of the Company would improve during the Current financial year.

DEPOSITS :

The Company has not accepted any deposit from the public.

AUDITORS

M/S. KRISHNA MOORTHY & CO, Chartered Accountants, Chennai, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that. their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. Accordingly, the said auditors will be appointed as Auditors of the Company at the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO.

The Company has no activity relating to Conservation of energy or technology absorption. The Company did not have any foreign exchange earnings or outgo during the year.

PERSONNEL :

Particulars of Employees pursuant to Section 217 (2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein during the period under review.

Mar 31, 1998

Information is not available.

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2	Mr. Chandran Ganesan	Executive Director	Whole-time Director
3	Mr. Vijayaraj Jain Heerachand Jain	Non-executive Director	Non-executive Non Independent Director,
4	Mr. Tirukkurungudi Seshadri Srinivasan	Non-executive Director	Non-executive Independent Director
5	Mrs. Jayanti Pradhan*	Non-executive Director	Non-executive Independent Director
6	Mrs. Rainy Ramesh Singhi**	Non-executive Director	Non-executive Independent Director
7	Mr. Murali Chengalvarayan	Non-executive Director	Non-executive Independent Director
8	Ms. Thilagam	Key Managerial Personnel (KMP)	Chief Financial Officer(CFO)
9	Ms. Priyanka Kumawat	Company Secretary	Company Secretary