Directors Report of Geodesic Ltd.

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 11th Annual Report (post demerger) of your Company on the business and operations together with the audited results for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

Key aspects of your Company's financial performance for the year 2010-11 are tabulated below:

(Rs. In Lacs)

Year ended 31st March

Particulars 2011 2010 Audited Audited

Net Sales/ Income from

Operations 67,161.21 48,747.79

Other Income 142.09 1,575.64

Total Income 67,303.30 50,323.43

Total Expenditure 37,526.76 25,528.55

Gross Profit before Interest,

Depreciation and Taxes 29,776.54 24,794.88

Finance Cost 3,752.76 3,720.94

Depreciation & Amortization 2,265.33 4,480.86

Profit before Tax 23,758.45 16,593.08

Provision for taxation 15.00 -

Profit before Deferred Tax 23,743.45 16,593.08

Deferred Tax (Credit) / Charge 287.50 (189.30)

Prior period expenses (6.73) 92.06

Net Profit after Tax 23,462.68 16,690.33

Exceptional Income – 797.97

Net profit after Exceptional

Income 23,462.68 17,488.30

Appropriations:

Balance brought forward 53,005.44 39,150.43

Transfer to General Reserve 2,346.27 1,748.90

Dividend:

- Interim (equity) 1,216.91 691.83

- Final (equity) 1,261.98 922.44

Tax on Dividend:

- Interim (equity) – 117.58

- Final (equity) (1.45) 152.46

Balance carried to

Balance Sheet 71,644.41 53,005.44

Paid - up equity share capital 1,802.83 1844.88 Reserves excluding

revaluation reserves 95,129.27 75,191.22

Earning per share (number) 25.77 18.96

Diluted Earning per share (number) 25.67 18.86

REVIEW OF OPERATIONS:

During the year 2010-2011, your Company's volumes have improved across businesses as the global economy stabilised. Consumer confidence has returned in many of the markets, albeit cautiously. During this year, your Company's focus on the fundamentals of cost control, launch of new products, cash optimisation and return on capital, has resulted in excellent organic profit growth and a stronger balance sheet.

Your directors take this opportunity to state that your Company is currently doing excellent progress in creating and designing new products and solutions, and increasing its business base. Your Company has grossed revenues of Rs. 8879 million in FY 2011, an increase of 37% over Rs. 6500 million for fiscal 2010. Your Company's net earnings grossed Rs. 2737 million in FY 2011, an increase of 22% over Rs. 2237 million for fiscal 2010.

PRODUCT LAUNCHES

Your Company has expanded its Electronic Computing division to include Automated Cluster Utility Meter Reading to ensure profitability and prevention of loss of energy to utility companies. ENLYTE – the education device has passed rounds of alpha testing and has entered the crucial phase of beta testing.

Your Company has been working on Cloud Computing and has been successful in migrating audio and video to the cloud. During the next fiscal, your Company plans to migrate its Communication, Collaboration, Content Analytics and CRM to the cloud to ensure tremendous cost savings to enterprises and the SME market.

Your Company's foray into Cluster Management has opened new avenues. It has incorporated Geodesic Gridpoint Energy Private Limited and has launched Automated Cluster Management System to automate energy / utility meter reading and improve operating efficiency for power and utility companies around the globe.

Diversifying further, your Company has made a foray into the feld of mobile and online gaming. It launched Carrom MP – an exciting multiplayer board game app for the Apple iPad.

Your Company has launched a cloud based version of Mundu Wallet. A tool primarily targeted at the ever- growing BFSI and Investment Broking Houses, it is a Personal Portfolio Management application coupled with analytics and personalized content. Users can access Mundu Wallet across multiple devices.

Spokn VMS – a unique Voice Messaging Service has been launched. It lets Spokn users in 32 countries send a voice message through a call to any phone in the world and get a reply through the same call. Spokn VMS has been reoriented to cater to the huge Facebook community.

During the fiscal FY11, your Company has upgraded Continuum – an enterprise wide comprehensive Unified Communication, Collaboration, CRM and Content Analytics suite, by adding a powerful Contact Management System and the next generation of social CRM (CRM 2.0) as part of the offering.

During FY11, your Company has expanded its operations in South America, Middle East and African markets. It has added various clients across all segments including Entel PCS, America Movil, BrightStar Corp. Some of the other deals include: Big TinCan Limited, OpenPeak Inc., Universal Microelectronics Co. Ltd. (UMEC), Airtel, Qualcomm, besides several Banks, Financial Services companies, and large corporations.

GeoAmida solutions have found a mark outside India for remote Healthcare, Financial Inclusion and Micro Finance segments. Its solutions have been piloted and deployed in Ethiopia, Kenya, Lagos, Spain and El Salvadore.

AWARDS

Mundu TV was ranked the # 1 Entertainment Application on the Apple App Store in the entertainment category and was ranked #2 across all categories on the Apple App Store. Mundu TV was ranked the number one application in NDTV'S '10 Apps for every Indian'.

Computer Active ranked Mundu IM Pro as The Best IM for iPhone.

Business Standard listed Mundu Radio amongst the top 10 Internet radio stations.

Your Company was ranked amongst Deloitte Technology Fast 50 India 2010 Program and Fast 500 Asia Pacific 2010 Program.

Your Company was ranked amongst Data Quest TOP 200 Companies of the Indian IT Industry.

GeoAmida won the NASSCOM India Leadership Forum 2010.

GeoAmida project was nominated for the PC Quest Best IT Implementations in the feld of Mobility and Field Force Automation Projects.

Your Company believes in setting realistic goals and executing plans in a meticulous manner. It is this outlook coupled with the innumerable efforts that your Company has taken to go beyond conventional ways that has enabled it to achieve its objectives.

True to its name - Geodesic – where triangles add to the sphere, distributing the stress across the structure, making it strong – the more your Company diversifes, the more it progresses, adding various companies to its mother brand, the more solid and strong it becomes.

DIVIDEND

Your Directors believe that growth of the Company through capacity addition, backward and forward integration and strategic diversification of its operations would lead to increase in shareholders value.

Due to the strong commitment of rewarding shareholders, improved earnings and market outlook as well as Geodesic's strong financial position and cash generating capabilities, your Directors are glad to recommend the payment of final dividend @ Rs. 1.40 per share. The out-flow towards Dividend payment including tax on distributable profits would amount to Rs. 147.65 Million.

The Board of Directors of the Company had declared an Interim Dividend ofRs. 1.35 per share of face value of Rs. 2/- on 11th February, 2011 which was duly paid on 4th March, 2011.

The dividend has been recommended in accordance with your Company's policy of balancing dividend pay- out with the requirement of deployment of internal accruals for its growth plans.

Transfer to Investor Education and Protection Fund (IEPF)

According to Section 205C of the Companies Act, 1956, the outstanding amount of the Dividend paid to the shareholders should be retained in the Unpaid Dividend Account of the Company for 7 years. At the end of 7 years, the balance amount should be transferred to the Investor Education and Protection Fund established and maintained by the Central Government of India.

The Unpaid Dividend amount of Rs. 1436/- for the Interim Dividend for Financial Year ended 2003-04 was duly transferred to the Investor Education and Protection Fund during the year.

TRANSFER TO GENERAL RESERVE

Your Company proposes to transfer Rs. 2,346.27 Lacs (10% of the net profit) to the General Reserve out of the amount available for appropriations and an amount of Rs. 71,644.41 lacs is proposed to be retained in the Profit and Loss Account.

GEODESIC WORLD

Your Company has, over the years evolved as global corporation by making its presence felt in most of the continents across the globe. Since its incorporation your Company has grown tremendously in all aspects. Your Company has 3 Indian Subsidiaries, 2 Foreign Subsidiaries, 8 Foreign Step Down Subsidiaries and an Associate Company.

INDIAN SUBSIDIARIES

Your company has been supporting innovative ideas all across, whether they are developed internally within the company or by supporting and acquiring innovative companies. Your Company has always been aware of its social responsibilities and engages its resources and manpower to promote all technological innovations that make life simpler, faster and cost effective across web, desktop and mobile platforms. At the same time, we work towards preserving the cultural heritage of India as is evident from magazines published by our subsidiary – Chandamama. Innovation is crux of Geodesic's business and each of Geodesic subsidiaries portray the same in their diversified businesses. From digitizing the contents of childrens' magazine and converting them to the virtual world content to communicating and collaboration over internet mediums; From CRM to collaborating and aggregating entertainment content; From Mundu TV to anti-piracy software; From remote computing transaction platforms to energy saving products; each business of your Company's subsidiaries speaks for itself.

CHANDAMAMA

Chandamama is one of the best-known monthly children's magazine since 1947. It was taken over by your Company in 2007 and since then the revamping of the magazine has taken place in terms of language, presentation, artwork, and content. New books and characters have been added to the library and lots of effort have gone to make these data available on virtual medium to keep pace with changing needs of the time. The ways of entertainment and education have changed over the years and Chandamama has been trying to keep up with the changing environment and incarnating its new avatar to suit today's readers. This is why Chandamama has successfully launched its English as well as regional version of its magazines on the net and on itunes which can be downloaded on iPhones and ipads. The Chandamama app on Apple App Store, clocked more than 3000 downloads within 3 weeks of its launch in the end of July. The growing popularity in terms of the increasing number of downloads and paid subscriptions, the app is in process of being developed on various platforms as well. Soon the Chandamama app is expected to be available on the Android app store.

Chandamama website is now available in 7 different languages and would support various other languages in future. Chandamama's management is also planning to launch Chandamama comics and audio stories on the internet and mobile platform in near future. Plans are up to bring the various characters of Chandamama to life in the form of animation series, movies, on TV and mobile. Chandamama is also planning to enter the world of 3D animations in print and other media. Your Company is of the opinion that the pace at which Chandamama is growing, it will soon touch new heights.

FilmOrbit.Com

FilmOrbit.Com India Private Limited is into Bollywood content space which enables the consumers to enjoy access to a range of websites, social apps, mobile apps, widgets and services that bring fun and relevant experiences to the screen of their choice. During

the year, the Company launched its beta website that powers a unique content discovery, engagement and consumption experience around films. The website has received critical acclaim from a core group of users, and has served up over 1 million page views since launch. The site has proven to be a high-engagement site, with users spending an average of 10 mins on the site (compared to much lower numbers on the competing sites). The Company is now in the process of executing the public launch of the website.

Filmorbit became a subsidiary of your Company as a result of allotment of 3,15,000 equity shares to the company. Your Company now holds 88% of equity shares of Filmorbit. During the year, the Company increased its Authorised Capital from Rs. 20,00,000/- to Rs. 75,00,000/- which was approved by the shareholders in their extra ordinary general meeting held on 13th January, 2011.

GEODESIC GRIDPOINT

Geodesic Gridpoint Energy Private Limited was incorporated with a view to develop and promote technology related to energy and measuring and monitoring energy usage and efficiency. Your Company is exploring opportunities to utilize the talent and research of this company and help in providing complete solution to aid energy right from generation to distribution and minimizing losses. The company is also exploring opportunities in production of non conventional sources of energy and other means, so as to enable overall development in the country.

During the year, the authorised capital of the Company was increased from Rs. 25,00,000/- to Rs. 50,00,000/- by the shareholders in their extra ordinary general meeting held on 10th January, 2011. The Company allotted 1,96,000 Equity Shares to Geodesic Limited on 15th February, 2011. Accordingly, the shareholding of your Company in Geodesic Gridpoint Energy Private Limited increased to 2,45,999 Equity Shares.

FOREIGN SUBSIDIARIES

Over the years, your Company has diversified its operation in the International Market through mergers, acquisitions, opening of branch offices, etc. Your Company has 8 step down subsidiaries including Geodesic Information Systems Inc, USA, Geodesic HongKong Limited, HongKong, Interactive Network International, British Virgin Islands, Publicidad Digital SA, Uruguay, Zomo Technologies Limited, British Virgin Islands, Spokn Communications Pte. Limited, Singapore, Geodesic Technology FZE, Dubai, Emiloto Associated Inc., Panama.

2 Companies were added to the Geodesic family during the year namely Spokn Communications Pte. Limited, Singapore and Zomo Technologies Limited, British Virgin Islands.

SPOKN COMMUNICATION PTE. LIMITED

Spokn Communication Pte. Limited, Singapore is the most comprehensive service internet telephony service to date with a host of breakthrough features that will change the way voice communications is used forever. Spokn is a new generation service that is a true bridge between traditional Public Switched Telephone Network (PSTN) and Voice over Internet Protocol (VoIP) services. Spokn frees internet telephony from the tyranny of the computer giving users the benefit of inexpensive internet calling rates on a wide variety of devices – mobile phones, smart phones, regular land lines in addition to computers. The Spokn users can receive incoming calls on any or all of these devices simultaneously, keeping Spokn users in touch whether they are online or not.

Your Directors strongly believe that Spokn has the potential to redefine the way voice communications and internet synergize. Spokn completes Geodesic's suite of communication services adding Voice to the current portfolio of email, Internet Messaging(IM) and SMS offerings keeping Geodesic in the forefront of communications providers.

ZOMO TECHNOLOGIES LIMITED

Zomo Technologies Limited was incorporated in British Virgin Islands. It serves as an investment arm for your company in the area and helps in identifying prospective technology companies that will help synergy with your company's business.

ASSOCIATE COMPANY

REPUBLIQUE MEDIA PRIVATE LIMITED

Republique Media Private Limited, an associate company of Filmorbit.com India Private Limited, is India's ONE stop for Online Anti-Piracy Solutions for Films, Television and other Content dissemination channels. It has affliation with over 10 Indian Production houses and has recently commenced operations in South India.

The solutions offered by Republique Media Private Limited are highly scalable and counter all technologies used by internet pirates including Blogs, Websites, Cyberlockers, Link Sites, Social Forums, Newsgroups and all major P2P Networks.

The successful projects for controlling Online Piracy for many films includes Housefull, Rajneeti, Raavan, Once Upon A Time In Mumbaai, Dabangg, Rakht Charitra, Golamaal 3, Dhobi Ghat, Pyaar Ka Punchnama, Shaitan, Chillar Party. Republique Media Private Limited also has exclusive partnerships with the world best in Anti-Piracy; DtecNet which is used by the MPAA,

RIAA, IFPI and the BSA to fight piracy. Republique Media delivers services that our vastly superior in Scale, Accuracy and Effectiveness and is capable of eliminating up to 90% of Online Piracy.

ITM DIGITAL PRIVATE LIMITED

ITM Digital Private Limited was incorporated as a Joint Venture Company between ZEE Entertainment Enterprises Limited and Geodesic Limited to offer applications for delivery of content to mobile and Internet devices through Mundu TV. This company was to address the hugely growing market for multimedia content convergence across Internet, Television and Mobile phones. Due to change of views and methodologies of functioning, the JV agreement was mutually terminated. Also, your Company's holdings in ITM Digital Private Limited was transferred to ZEEL as a mark of Separation.

SECTION 212

The Ministry of Corporate Affairs, Government of India, vide its General Circular No. 2/2011 dated 8th February, 2011 has granted General Exemption to attach various documents in respect of subsidiary companies, as set out in sub-section (8) of Section 212 of the Companies Act, 1956. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, on request in writing, the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies. A statement as required under the section disclosing the details of the subsidiaries are attached herewith.

COMPANY FINANCE

Equity Share Capital

The paid up equity share capital of your Company is Rs. 1802.83 Lacs divided into 90,141,349 equity shares of Rs. 2/- each from Rs. 1844.88 Lacs divided into 92,243,799 shares of Rs. 2/- each (as on 31st March, 2010). During the year, your Company bought back 21,05,000 Equity Shares of Rs. 2/- on account of Buy – Back of securities. 2,550 Equity Shares were allotted to the employees of your Company on account of ESOP Conversion. The In – Principle approvals from The Stock Exchanges were taken and the securities were duly listed.

The Capital Evolution of your Company during the year is as follows:

Particulars No of shares Total

Bal as on 1st April, 2010 9,22,43,799 9,22,43,799

Less : Buy – Back of Shares 21,05,000 9,01,38,799

Add: ESOP Conversion 2,550 9,01,41,349

BUYBACK OF EQUITY SHARES

The Board of Directors of your Company, in its meeting on 26th November, 2010, declared the completion of Buy Back process. Your Company bought back 21,05,000/- Equity shares aggregating to Rs. 207,077,740/- (Rupees Twenty Crores Seventy Lakh Seventy Seven Thousand Seven Hundred Forty Only) which is within the limits specified. The company bought back 2.28 % of its pre buyback equity in the entire process.

FCCB ISSUE

Your Company had issued US$125 million unsubordinated, unsecured Foreign Currency Zero Coupon Convertible Bonds due 2013 (the Bonds). The Bonds are listed on the official list of the Singapore Exchange Securities Trading Ltd (SGX-ST) (the Singapore Stock Exchange). Your Company has repurchased US$ 11.5 Million face value of FCCB, listed on the Singapore Stock Exchange, in accordance with the A.P. (DIR Series) Circular No. 39 dated 8th December, 2008 (the "Circular") issued by the Reserve Bank of India. As on date of this report Bonds with the nominal value of US$ 113.5 million are outstanding.

EMPLOYEE STOCK OPTIONS

An ESOP, Employee Stock Option Plan, is an employee benefit plan which allows the employees of the company to hold part ownership of the company and also become beneficiaries of the company's stock. Your Company believes that ESOPs are the most effective form of synergizing the interests of the employees and corporate entity they work for. It is this synergy which motivates employees to give that indefinable "extra" bringing sustained growth and profitability. SEBI has issued guidelines on issue of Employee Stock Option Plan in light of continuous evolution in India and abroad. Accordingly, Your Company implemented the Employees Stock Option Scheme namely Geodesic Employee Stock Options Plan, 2002 in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines).

GEODESIC EMPLOYEES STOCK OPTIONS PLAN 2002

As on 31st March, 2011, out of the total options granted and vested, employees have exercised 2,550 options that are converted into even number of equity shares of Rs. 2/- each. A total of 34,37,118 options are outstanding to be exercised under the ESOP plan as on 31st March, 2011.

Neither any employee has been granted Options equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company at the time of grant, nor has any employee been granted Options amounting to 5% or more of the total Options granted during the year.

Disclosure required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 as to the status of options as on 31st March, 2011:

a) As on 1st April 2010, options granted 36,32,715 options and not exercised (in force)

b) Options granted during the year: NIL

c) Pricing formula: Market price as per SEBI guideline as on date of grant

d) Options vested: 5,00,000 options

e) Options exercised 2,550 options convertible into equity shares of Rs. 2/- each

f) Total number of shares arising as a result of exercise of options 2,550 converted into equity shares of even number of Rs. 2/- each.

g) Options lapsed 1,93,047 options h) Variations of terms of options NIL

i) Money realized by exercise of options: Rs. 2.17 Lakhs

j) Total number of options in force: 34,37,118 options convertible into Rs. 2/- each (options granted but not exercised)

k) Employee-wise details of options granted to :

(1) Senior managerial personnel: (details enclosed) NIL

(2) Any other employee who receives a grant in any one year of options amounting to 5% or more of option granted during that year (details enclosed) NIL

(3) Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company at the time of grant NIL

l) Diluted EPS pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 is 25.67

Details of exercise price for stock Options outstanding at the end of the year are:

Year End Range of No. of Weighted Weighted Exercise Options average average Price (Rs.) Outstan- remaining exercise ding contractual price life (in months) (Rs.)

31 March 11 Rs. 26.81 3,437,118 79.62 140.63

– Rs. 210.05

31 March 10 Rs. 79.82 36,32,715 91.80 140.97

– Rs. 210.05

LISTING OF EQUITY

Your Company's equity scrip is listed on the NSE (National Stock Exchange of India Limited) and BSE (The Bombay Stock Exchange Limited, Mumbai) scrip code being GEODESIC in NSE and 503699 in BSE. The entire paid up equity capital is listed on both the exchanges as on date.

Your scrip forms a part of BSE 500 and BSE SMLCAP indices on BSE.

FIXED DEPOSITS

Your Company had not accepted any fixed deposit from the public during the year under review.

DIRECTORS

Your Company has an optimum mix of 3 Executive and 3 Non-Executive Directors as on 31st March, 2011 in consonance with Clause 49 relating to Corporate Governance of the Listing Agreement with the Stock Exchanges.

Mr. G. Krishnan, Non-Executive and Independent Director of the Company resigned from Directorship w.e.f. 9th April, 2011 due to his preoccupation. Your Board places on record its sincere appreciation for the remarkable efforts and support provided by him.

The terms of employment expired for Mr. Prashant Mulekar, Executive Director, Mr. Pankaj Kumar, Chairman and Mr. Kiran Kulkarni, Managing Director of the Company, on 9th April 2011 and 13th July 2011 respectively. It was renewed for Mr. Prashant Mulekar for a further period of 5 years at same terms and conditions as were laid down in the previous employment agreement by the Board of Directors in their meeting held on 7th April, 2011 and Mr. Pankaj Kumar and Mr. Kiran Kulkarni on 11th July, 2011 subject to the approval of the shareholders in the ensuing Annual General Meeting. A resolution seeking confrmation of the renewal of term of employment of the above 3 Directors has been incorporated in the Notice of the ensuing Annual General Meeting for the shareholders to regularize the renewal.

Mr. Prashant Mulekar retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment in terms of provisions of Articles of Association of the Company. Resolution for his re- appointment will be placed for your approval at the ensuing Annual General Meeting. The brief resume/ details relating to the Mr. Prashant Mulekar is furnished in the explanatory statement as an annexure to the Notice of the ensuing Annual General Meeting.

HUMAN RESOURCE

At Geodesic, employees are the key driving force of the organization. We have set up a scalable recruitment and resource management process which enables us to attract and retain high caliber employees.

We have been able to attract some of the best minds in the country by recruiting from top engineering colleges, like various IITs and VJTI. We have also been able to attract talent from the industry from top B-schools like IIM with rich experience in their domain areas. Our employee strength worldwide is more than 700, with people at various levels joining regularly.

We have managed to attract the best brains in the industry. We have strengthened the senior management team, the product management team, the software engineering department and the marketing department. During the fiscal year 2011, we have hired more than 70 people.

We strongly believe that highly trained and motivated people are not only critical to success, but are also a key driving force to the organization. To achieve this, we focus on attracting and retaining the best possible people. We nurture talent, motivate indigenous innovation, promote leadership development, implement corporate-wide recruiting, training, performance evaluation and compensation programs that are tailored to address the needs of each of our business segments. Our Human Resource department is centralized at our corporate headquarters in Mumbai.

Our performance management system is primarily based on values and competencies. At the apex level, we closely monitor the growth and development of the top talent in the organization so that their personal ambitions and the organizations aspirations are closely matched.

GEODESIC CULTURE

The work culture at Geodesic involves challenges, healthy competition, constructive rule-breaking, and above all, fun. Each employee becomes a part of the Geodesic family, which extends beyond the boundaries of work. High retention has been achieved by continuously upgrading the competencies of the employees while our focused initiatives at creating a work life balance also serves as a powerful tool to increase retention in addition to other factors such as best pay packages and entrepreneurial work styles. Despite the entire economy reeling under high attrition rates, we take great pride in saying that the attrition rate at Geodesic is very low.

Geodesic's emphasis on innovation and commitment to cost containment means each employee is a hands-on contributor. There's little in the way of corporate hierarchy and everyone wears several hats. At Geodesic, we believe in transparency, flexibility, interaction, integration of thoughts, ideas, culture, values and results across the organization irrespective of the hierarchy. Though growing rapidly, Geodesic still maintains a small company feel. Almost everyone eats at the Geodesic café, sitting at the table enjoying conversations with colleagues and friends from various departments.

KNOWLEDGE MANAGEMENT

Knowledge Management (KM) at Geodesic allows Geodesic Minds to tie together the collective experiences and knowledge towards better product delivery, individual and organizational excellence.

Our culture resonates with our goals to create an open and transparent organization in which knowledge is created and shared in a supportive environment where creativity and innovation are highly valued. Geodesic Minds are encouraged to bring forward any idea for improvement or innovation.

PARTICULARS OF EMPLOYEES

The Ministry of Corporate Affairs has vide notification dated 31st March 2011 enhanced the limits for the purpose of disclosure of particulars of employees in Directors report as requisite under Section 217 (2A) read with Companies (Particulars of Employees) Rules, 1975 from the existing limit of Rs. 24 lakh per year or Rs. 2 lakh per month to Rs. 60 lakh per year or Rs. 5 lakh per month.

Accordingly, none of the employees of your Company were in receipt of remuneration during the financial year 2010-11 in excess of the sum prescribed.

CORPORATE GOVERNANCE

Your company perceives Corporate Governance as an endeavor for transparency, and a wholehearted approach towards establishing Professional

Management, aimed at continuous enhancement of Shareholders' value.

The Company is fully aware of the significance of "Corporate Governance" in business management. In Geodesic, it represents value framework, ethical framework and the moral framework under which the decisions are taken. Hence, Corporate Governance is high on the agenda of the Company's Board.

The Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. Further, the Board of Directors constituted a Committee known as Corporate Governance Committee, which recommends the best practices in the Corporate Governance.

DEMATERIALIZATION OF SHARES

Dematerialisation is the process of converting physical shares (share certificates) into an electronic form. Shares once converted into dematerialised form are held in a Demat account.

As per SEBI directive the equity shares are to be traded in demat mode compulsorily by all investors w.e.f. 26th June, 2000.

Your Company has entered into an agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of its shares. Company›s shares are eligible for dematerialization in both NSDL Depository System and CDSL Depository System.

The ISIN of the scrip is INE371D01029. As on 31st March, 2011, 99.75% of the total equity capital of the Company was held in dematerialized form.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO U/S 217(e) OF THE COMPANIES ACT, 1956.

a) Conservation of Energy

Being a software company, Company's operations and administration require electrical energy for power supply to computer systems, in air conditioning, and lighting, which are not energy intensive. During the current financial year the Company has undertaken significant measures to reduce the energy consumption by using energy- efficient machines and equipment. The Company also undertakes evaluation of latest technology and invests in making its infrastructure more energy efficient. A is not applicable for software industry.

b) Technology Absorption: Not Applicable

c) Foreign Exchange Earnings And Outgo

Your Company has started operations in SEEPZ, Andheri (East), Mumbai from end of September, 2008 which is a SEZ (Special Economic Zone), which entitles your Company to enjoy 100% tax holiday for exports under Section 10A of the Income Tax Act, 1961 until March 2019. The export performance of your Company scaled well. The information on Foreign Exchange earnings and outgo is contained in schedule 22 to Accounts.

AUDITORS

The Auditors M/s Borkar & Muzumdar, Chartered Accountants (Regn No. 101569w) retire at the conclusion of the ensuing Annual General Meeting and have confrmed their eligibility for their re-appointment. Your Board recommends their reappointment as Statutory Auditors of the Company at a remuneration mutually agreed upon.

The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report. There are no qualifications in the Audit Report and Notes are self – explanatory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in selection of accounting policies, consulted the statutory auditors and have 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 your company at the end of the financial year ended 31st March, 2011 and of the profit of the company for that year;

- they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to thank all shareholders and business partners, your Companys bankers, financial institutions, regulatory bodies and other business constituents for their continued support and valuable co- operation.

Your Directors wish to place on record their appreciation for the efforts and contributions of the Company's executives, officers, consultants and staff, for ensuring that the Company continues to grow and excel.

Your Directors also express their gratitude to investors for the faith that they continue to repose in the Company.

On Behalf of the Board of Directors

Pankaj Kumar Kiran Kulkarni

Chairman Managing Director

Place: Mumbai

Dated: 29th August, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 10th Annual Report (post demerger) of your Company on the business and operations together with the audited results for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

Key aspects of your Companys financial performance for the year 2009-10 are tabulated below:

(Rs In Lacs)

Partculars Year ended 31st March

2010 2009 Audited Audited

Net Sales/ Income from Operations 48,747.79 49,379.29

Other Income 1,575.64 1432.98

Total Income 50,323.43 50,812.27

Total Expenditure 25,528.55 24,116.15

Gross Profit before Interest, Depreciation and Taxes 24,794.88 26,696.12

Finance Cost 3,720.94 4,034.50

Depreciation & Amortzation 4,480.86 3,146.83

Profit before Tax 16,593.08 19,514.79

Provision for taxation - 1,549.00

Profit before Deferred Tax 16,593.08 17,965.79

Deferred Tax (Credit) / Charge (189.30) 199.20

Prior period expenses 92.06 986.48

Net Profit after Tax 16,690.33 16,780.11

Exceptional Income 797.97 2360.94

Net profit after Exceptional Income 17,488.30 19,141.05

Appropriations:

Balance brought forward 39,150.43 23,650.83

Transfer to General Reserve 1,748.90 1,915.04

Dividend:

- Interim (equity) 691.83 737.73

- Final (equity) 922.44 737.72

Tax on Dividend:

- Interim (equity) 117.58 125.37

- Final (equity) 152.46 125.37

Balance carried to Balance Sheet 53,005.44 39,150.43

Paid - up equity share capital 1844.88 1844.30

Reserves excluding Revaluation Reserves 75,191.22 59,563.26

Earning per share 18.96 20.76

Diluted Earning per share 18.86 20.72

REVIEW OF OPERATIONS:

Geodesic fiscal 2010 was a "mixed-bag year". Geodesic, for the first time, saw a decline in our growth during fiscal 2010 after having achieved a sustained growth rate, year on year during the last ten years. The global recession has had a major impact on the financial performance of companies around the world in virtually every industry in fiscal 2010, and Geodesic was no exception. However, we do not wish to cite recession, global meltdown or difficult environment as excuses. We are planning to include counter measures to handle these downturns going forward.

Thanks to our fiscal strength and prudent approach to investment, a strong pipeline of new products and services, marketing reach and addressing newer segments helped us tide over the difficult business environment. We responded to the uncertain economic environment with speed and agility to cover lost ground but at no point in time, did we sacrifice on innovation, employee motivation, customer satsfaction, acquisitions and building partnerships with like-minded companies.

Geodesic continued its focus on developing technologies that allow people to communicate and collaborate with one another across multiple digital devices using a universal interface. Geodesics flexible and unified content, communication and collaboration platform named Continuum helps us target the enterprise and retail consumer markets with ease.

Geodesic designs, manufactures and markets mobile communication and Internet devices. These devices are pre-loaded with our communication and collaboration software to address last mile connectivity issues and remote data processing by Governments, Banking and Micro-finance companies.

Geodesic grossed revenues of Rs 637 crore in 2010 as against Rs 653 crore in 2009. Our earnings for fiscal 2010 was Rs 224 crore as against Rs 264 crore in fiscal 2009. The net increase in cash flow for fiscal 2010 was Rs 21 crores.

Revenues declined across most segments primarily driven by weakness in purchasing technology products globally and the unfavorable economic environment. Primary factors contributing to the decline include the following:

- Revenue from unified communication, collaboration and CRM declined refecting delayed purchases of technology and productivity software systems. A price reduction of 25% in license fee for existing and long served customers along with a decline in the uptake of licenses by system integrators.

- Revenue from our Mobile media and VAS division decreased across device manufacturers and retail consumers. The decline in revenue is primarily due to lower shipment of smart phones than the projected quantity and price reduction across all products for the retails consumers during the last 12 months.

The above declines were partially offset by increased revenue derived from the electronic computing division, refecting Geodesics ability to reorient its products and cover lost ground in terms of revenue and creating newer market segments.

Operating income decreased primarily refecting decreased revenue. Operating expenses including research and development costs increased along with increased general, administrative and sales and marketing expenses aided by increased head-count related expenses, cost of revenue, and support costs.

Geodesic derived its revenues from the following segments during fiscal 2010:

ENTERPRISE OFFERING: Geodesic offers its unique enterprise solutions to and derives its revenues from Enterprise customers including Banking & Financial Services Insttutions, Portals and Publishers, State and Central Government, Telecom Network Operators, Handset Manufacturers, Educational Insttutions, Small/Medium & Large Enterprises. Our strong Business Development team ensures we reach out to enterprises across the globe using a combination of a direct sales team and system integrators / partners/ value added resellers.

RETAIL OFFERING: The Mundu stack of products are retailed across www.mundu.com, multiple application stores including Nokias Ovi Store, Apples App Store, Palm Store, Blackberry Stores etc. We launched Spokn- our Internet telephony product across www.spokn. com and application stores. Our products have had great editorial and user reviews besides winning GSM Asia, PC Magazine and C|net awards.

Geodesics exhaustive list of products and services are mostly derived out of Continuum and address multiple market segments. Following products and services were sold/ licensed during fiscal 2010:

ENTERPRISE PRODUCTS & SERVICES:

Continuum: A comprehensive unified content management, communication, collaboration and CRM system that lets employees communicate and collaborate with customers, prospects, vendors and other employees.

Spyder: A stand-alone Customer Relationship Management system that aligns customer/ prospects by product, contacts and campaigns.

Web Services: Customization and integration services Geodesic undertook to ensure Continuum and Spyder integrate well with existing and other enterprise applications.

We acquired our enterprise customers using multiple strategies and channels. We deployed a strong direct sales team besides building a global business development team to ensure we have adequate partners and system integrators to reach out to different geographies. Our efforts paid and we have added a host of new countries to our list of geographies we address as markets.

Our pricing has remained consistent but the uncertain economic condition forced us to reduce our license fee by almost 25% during this year. Our move to reduce our license fees pro-actively during this economic crisis was appreciated by our long-standing customers. We have seen a lot more interaction with these customers on their new technology requirements and needs.

RETAIL PRODUCTS AND SERVICES:

Mundu IM: An interoperable messenger that incorporates AIM, Facebook, GTalk, ICQ, MSN and Yahoo services into a single frame and is widely used on multiple mobile platorms.

Mundu SMS: An easy to use SMS application on the mobile phone and desktops using Internet as a communication medium. Traditional SMS costs a substantial amount of money per message, however Mundu SMS lets users send messages at 1/5th the cost.

Spokn: Worlds most comprehensive IP based telephony system. Spokn calls are amongst the worlds cheapest calls with an assured quality of service. Spokn calls are available as local calls in as many as 40 countries. Spokn calls can be made over PSTN lines, desktops and obviously mobile phones.

Mundu Radio: A mobile application that streams audio from across 35000 different Internet radio stations. Consumers discover audio content in a unique way.

Mundu TV: Live television streaming on mobile phones across 2G/2.5G/3G/ Wi-Fi/ CDMA and desktops. Mundu TV streams over 20 channels and offers consumers a choice of news, business news, sports, entertainment and video on demand services.

We acquired retail consumers through several channels including a network of Application Stores, Portals and Publishers, Mobile Device Manufacturers, Telecom Network Operators and our own web sites. We license and white label our products and services where ever necessary.

Geodesic and its subsidiaries launched our IM and radio services across several telecom network operators, portals and handset vendors, providing us with an opportunity to address more than 350 million potential subscribers for our range of products and services.

Our pricing model includes subscription, per device or per user per year options. Spokn and Mundu SMS also include usage fees coupled with the subscription fee. We also offered Mundu IM OSE (Open Standards edition) for the iPhone as a free product but supported by advertisements during fiscal 2010. Our user acquisition costs have remained well below industry standards due to unique business models we implemented.

ELECTRONIC COMPUTING - ENTERPRISE PRODUCT OFFERING:

GeoAmida - A mobile hand held device based on Linux that includes a bio-metric sensor, smart card readers/ writer, printer, GPS, GPRS/WI- Fi/Bluetooth, RFID/ Bar Code Scanner ports and a host of applications.

GeoAmida has been sold as a last mile data processing system, authentcation and validation system and a last mile connectivity device for uses in E-governance projects across NREGA, PDS, Law Enforcement, Education, Micro Finance and Financial Inclusion.

We acquire customers largely through E-governance turnkey solution providers and system integrators. Geodesic plans to undertake State E-governance projects independently in the future. We are extremely excited with the prospects GeoAmida has to offer.

Geodesic and its subsidiaries added over 45 new customers during the year and we hope to continue the trend in future periods.

The uncertain economic conditions opened up a huge opportunity to acquire people talent and Geodesic did not let this opportunity go past it. We acquired great young talent from top institutes in the country and acquired experienced people from a host of great companies to strengthen our senior and middle management besides supplementing our growth going forward. We added more than 75+ people during the course of the year.

Geodesic retained its culture of intrapreneurship and embraced it as one of our fundamental strengths. Our culture encourages ideation and collaboration to address complex technical challenges. In addition, we welcome individual thinking and creativity. Many of our people are bikers, photographers, avid trekkers, sportsmen of repute and above all equity holders of Geodesic.

Geodesic forged a major alliance with Zee Entertainment Enterprise Ltd to form a new company that goes by the name ITM Digital Private Limited to address the growing need of consumers to converge entertainment and information on multiple digital devices and on three screens (TV/desktop/Mobile) that consumers are used to.

Geodesic incorporated Geodesic GridPoint Energy Private Limited to address growing concerns of energy losses in the transmission and distribution systems.

Geodesic began as a technology company and we have evolved into a software, technology, mobile, media and hardware company all rolled into one. FY 2010 was a year of consolidation across Geodesic and we are confident of a great future ahead.

AWARDS & RECOGNITION

Geodesic bagged Deloitte Technology Fast 500 Asia Pacific 2009 award and Deloitte Technology Fast 50 India 2009 award besides being a Forbes 200 Best under a Billion-Asia Pacific companies – 2009.

GeoAmida won at the NASSCOM India Leadership Forum 2010 award.

Mundu IM won the Best Internet Mobile service award at GSM Hong Kong and also won the Handango Championship 2009 award for the best social application on Blackberry.

Mundu Radio was rated as one of the top 10 Nokia OVI store application in the entertainment section and was listed as one of the top six applications at the AT&T Dev Central Fast-Pitch 2009 Platnum Awards Contest during CTIA Wireless.

DIVIDEND

Your company as you are aware has been consistent in sharing its prosperity with its shareholders. Your management adheres to the dividend policy of your company as close as possible.

As the profit and growth of the Company continued, your board declared an Interim Dividend of Rs 0.75 per share of face value of Rs 2/- on 29th January, 2010 which was duly paid on 24th February, 2010.

Your Board of Directors are further pleased to recommend for approval of shareholders the payment of a Final Dividend of Rs 1.00 per share of face value of Rs 2/- for the year 2009-10. Together with the Interim Dividend, the total dividend for the year shall be 1.75 per share of faceRs value of Rs 2/- (87.5%). Distribution Tax both on the Interim and Final Dividend is being borne by your Company.

The dividend has been recommended in accordance with your Companys policy of balancing dividend pay-out with the requirement of deployment of internal accruals for its growth plans. Your Company continues to stick to the policy of dividend payment in January and July every year.

Transfer to General Reserve

Your Company proposes to transfer Rs 1,748.90 Lakhs (10% of the net profit) to the General Reserve out of the amount available for appropriations and an amount of Rs 53,005.44 Lakhs is proposed to be retained in the Profit and Loss Account.

SUBSIDIARIES

Your Company has continued its growth momentum over the decade and it along with its subsidiaries posts good performance. We acclaim ourselves to be a global corporation with 5 (Five) subsidiaries, 6 (Six) step down subsidiaries and 2 (Two) associate Companies, both in India and abroad, as on the year end.

The chart below shows the structure of subsidiary companies and their linkage to your company.

Indian Subsidiaries

Chandamama India Limited (Chandamama)

Chandamama has turned out be a bright feather in our hat. Though the Company has reported losses of Rs 288.39 Lakhs for the year, it could break even in the March 2010 quarter. This means setting aside the accumulated losses and past non receivables, your Company is now able to meet its expenses out of its revenues. This certainly is great news for Chandamama and all those associated with Chandamama. Your management recognizes that it shall need to look into the accumulated losses and the financial turmoil that the Company went through in the past decade, however it would still need some financial support for another year or so, after which, we expect the Company to sustain operations all by itself.

Chandamama as we all know is a brand with the highest recall value. Your management continues to believe in the Brand and therefore continues in the brand investment exercise. During the year, Chandamama has launched the much coveted Art Book aptly titled CHANDAMAMA ART BOOK. The art book is a compilation of various paintings typifying Chandamama Art, which has overtime become an art form in itself. The

Art Book is a carefully selected collection from our priceless treasure of masterpieces drawn by various world-class artists like Sankar, MTV Acharya, Chitra and Vaapa, who earned their fame as original watercolor artists since 1947. These renowned artists, whose works are presented in the book, have been associated with Chandamama in its journey that spans over 6 decades. The Book comprising of two volumes, collates over 175 paintings and have mostly been the cover pages of Chandamama. The paintings cover a variety of topics ranging from nature to human emotions and mythology. The interesting comparison of art styles used by these masters, their interpretiation and expression on similar topics, makes this collection a must have for all art lovers. In addition to this wonderful book, Chandamama also came up with a new concept called the "Chandamama Annual" which shall be in addition to all publications of Chandamama and shall be a book published once every year. This book shall be a compilation of stories featured in Chandamamas earlier issues and shall also include various exciting actvities to engage kids between the ages 4-14.

Your management is extremely happy with the results of strategic changes and new launches in the year gone by in Chandamama. The Registered Office of Chandamama was shifted from the State of Tamil Nadu to the State of Maharashtra as per the approval of the Shareholders received on 19th August, 2009 and subsequent approval of the Honble Company Law Board, Southern Region, Chennai Bench vide its order dated 24th February, 2010. Further, the Board of Directors of Chandamama decided to shift its Registered Office to B-3, Lunic Industries, Cross Road B, MIDC, Andheri (East), Mumbai – 400 093 with effect from 25th February, 2010. This would enable better control and ease of operations. There have been changes in the Board of Directors, Management and the Editorial Team. Mr. Prashant Mulekar, our Executive Director has taken over as Executive Director in Chandamama India Limited. Mr. Prashant Mulekar now also acts as the Publisher and Editor for all Chandamama magazine editions.

Chandamama also changed its Registrar & Share Transfer Agents from GNSA Infotech Services Private Limited, Chennai to Mondkar Computers Private Limited, Mumbai for ease of operations.

Chandamama made a preferential issue of 20,00,000 (Twenty Lakh) Equity Shares to your Company on 22nd September, 2009. As on the date of this Report, your Company holds 96.91% shareholding in Chandamama.

Chandamama, made a final call on 11th January, 2010 of the balance Rs5/- per share on 35,30,325 partly paid up equity shares allotted in terms of the Right issue offer document dated 24th November, 2008. The final call notices for the same were sent on 12th January, 2010. On receipt of the said final call money from all the shareholders, the status of the said equity shares was changed to the fully paid up equity shares of Rs 10/- per share.

Newly Incorporated Indian Companies

During the year under review, two new Indian subsidiaries were incorporated by your Company in the name of ITM Digital Private Limited and Geodesic Gridpoint Energy Private Limited on 7th January, 2010 and 13th January, 2010 respectvely.

Your Company has established a strategic alliance with ZEEL (Zee Entertainment Enterprises Limited), to launch real time and on- delivery entertainment applications for the mobile and Internet Enabled devices. ZEEL and your Company has formed a new company

called ITM Digital Private Limited to address the hugely growing market for content convergence and mobile value added services.

Geodesic Gridpoint Energy Private Limited intends to develop products meant to reduce energy losses and/ or handle projects which would help in reducing energy usage and also product could be used for transmission of energy and information in an efficient manner.

Both the aforesaid newly incorporated subsidiaries wish to start their operations very soon.

Foreign Subsidiaries

As you are aware, your Company has a subsidiary called Geodesic Holdings Limited (GHL), Mauritius that primarily acts as the Holding Company for all subsidiaries of the Company outside of India. This is to streamline the processing and operations of outside subsidiaries. We are pleased to report that we have successfully transferred all our investments outside of India under the umbrella of GHL and now all our subsidiaries including - Geodesic Information Systems Inc (GISI), USA, Geodesic Hong Kong Limited (GHKL), Hong Kong, Interactive Networks International Inc. (INI), BVI, Publicidad Digital S.A (PD), Uruguay, Emiloto Associated Inc., Panama Islands are the foreign step down subsidiaries of your Company through GHL.

Geodesic Technology Solutions Limited (GTSL), Hong Kong is the only company outside of India, other than GHL, which remains as the direct wholly owned subsidiary of Geodesic Limited as on date of this report. The process to transfer the stake in this company into GHL is on and we shall be able to complete the process in fiscal 2010-2011.

During the financial year 2009-2010, your Company has incorporated a step down subsidiary – Geodesic Technology FZE (GTF), Dubai through GHL to cater to the Middle East market.

Associate Companies

Filmorbit.Com India Private Limited

During the year, Filmorbit issued 50,000 (Fify Thousand) equity shares on preferental basis to two of its Directors Mr. Krishnan Rajagopalan, Mrs. Kalyani Rajagopalan and his family. Consequently, the paid up share capital of Filmorbit was increased fromRs 5,00,000 to Rs 10,00,000 and as a result of which your Companys shareholding in Filmorbit came down to 49.99% and Filmorbit ceased to be subsidiary of your company.

The authorised share capital of Filmorbit was increased from Rs 5,00,000 to Rs 20,00,000 on 3rd November, 2009 as approved by its Shareholders.

Filmorbit has the largest metadata set about Indian Films and TV which is augmented by licensed data and content such as EPG, Theatre Listings, Music & Video and packaged to provide compelling experiences across multiple platforms while enabling numerous revenue opportunities for your Company & associated partners. FilmOrbit redefines how the consumers discover content, people and talent in the Indian entertainment space. Consumers will finally enjoy access to a range of websites, social apps, mobile apps, widgets and services that bring fun and relevant experiences to the screen of their choice.

Disclosure required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 as to the status of options as on 31st March, 2010:

a) As on 1st April 2009, options granted and not exercised (in force) 33,28,130 options

b) Options granted during the year: 5,00,000 optons convertible into equity shares of 2/- each granted on April 29, 2009

c) Pricing formula: Market price as per SEBI guideline as on date of grant

d) Options vested: 7,00,000 options

e) Options exercised 28,825 options convertible into equity shares of 2/- each

f) Total number of shares arising as a result of exercise of options 28,825 converted into equity shares of even number of ` 2/- each.

g) Options lapsed 1,66,590 options

h) Variations of terms of options NIL

i) Money realized by exercise of options: Rs 24.62 Lakhs

j) Total number of options in force: 36,32,715 options convertible into 2/- each (options granted but not exercised)

k) Employee-wise details of options granted to:

(1) Senior managerial personnel NIL

(2) Any other employee who receives a grant in any one year of options amountng NIL to 5% or more of option granted during that year

(3) Identfed employees who were granted options, during any one year, equal NIL to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company at the tme of grant

l) Diluted EPS pursuant to issue of shares on exercise of options calculated in 18.86 accordance with Accountng Standard (AS) 20 is



Details of exercise price for stock Options outstanding at the end of the year are:

Year End Range of Exercise Price (Rs) No. of Options Outstanding Weighted average remaining Weighted average exercise contractual life (in months) price (Rs)

31st Mar 2010 Rs 79.82 - Rs 210.05 36,32,715 91.80 140.97

31st Mar 2009 Rs 79.82 - Rs 147.50 33,28,130 39.05 150.27

LISTING OF EQUITY

Your Companys equity scrip is listed on the NSE (National Stock Exchange of India Limited) and BSE (The Bombay Stock Exchange Limited, Mumbai). Further the new allotment of equity shares (` 2/- each) on account of conversion of employees stock options (ESOPs) were duly listed with BSE as well as NSE. The entre paid up equity capital is listed on both the exchanges as on date.

Your scrip forms a part of BSE 500 and BSE MIDCAP indices on BSE.

FIXED DEPOSITS

Your Company has not accepted any fxed deposit from the public during the year under review.

DIRECTORS

During the period, Dr. Shashikant Kelkar, Non-Executive & Independent Director had resigned from the directorship of the Company with effect from 28th August, 2009 due to personal and health reasons. The Board places on record its gratitude for the valuable services rendered and guidance provided by Dr. Shashikant Kelkar during his tenure with the Company.

Mr. G. Krishnan was appointed as Additional Director in the category of Non-Executive and Independent Director by the Board at its meeting held on 29th January, 2010. In terms of Section 260 of the Companies Act, 1956, he shall hold the office only upto the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notices under section 257 of the Companies Act, 1956 in writing from members along with the requisite deposit proposing his candidature for the office of Director of the Company. A resolution seeking approval of the Members for the confirmation of Mr. G. Krishnans appointment as a Director of the Company has been incorporated in the Notice of the ensuing Annual General Meeting along with the brief his details. The Directors welcome the new member on the Board and wishes him a successful and fruitiul tenure with the Company.

Your company as on date has 6 (six) Directors comprising of 3 (three) Non-Executive Directors, this makes an optimum combination of Executive and Non-Executive Directors in compliance with the norms of corporate governance as per provisions of the listing agreement with stock exchanges.

At the ensuing Annual General Meeting, Mr. Vinod Sethi and Mr. Nitin Potdar, Independent Directors will retire by rotation and being eligible offer themselves for reappointment in terms of provisions of Articles of Association of the Company. Resolutions for their re-appointment will be placed for your approval at the ensuing Annual General Meeting. The brief resume/details relating to the Directors who are to be appointed/re- appointed are furnished in the explanatory statement as an annexure to the Notice of the ensuing Annual General Meeting.

HUMAN RESOURCE

At Geodesic, employees are the key driving force of the organization. We have set up a scalable recruitment and resource management process which enables us to attract and retain high caliber employees.

We have been able to attract some of the best minds in the country by recruiting from top engineering colleges, like various IITs and VJTI. We have also been able to attract talent from the industry from top B-schools like IIM with rich experience in their domain areas. Our employee strength worldwide is more than 625, with people at various levels joining regularly.

We strongly believe that highly trained and motivated people are not only critical to success, but are also a key driving force to the organization. To achieve this, we focus on attracting and retaining the best possible people. We nurture talent, motivate indigenous innovation, promote leadership development, implement corporate-wide recruiting, training, performance evaluation and compensation programs that are tailored to address the needs of each of our business segments. Our Human Resource department is centralized at our corporate headquarters in Mumbai.

Our performance management system is primarily based on values and competencies. At the apex level, we closely monitor the growth and development of the top talent in the organization so that their personal ambitions and the organizations aspirations are closely matched.

Geodesic Culture

The work culture at Geodesic involves challenges, healthy competition, constiructive rule-breaking, and above all, fun. Each employee becomes a part of the Geodesic family, which extends beyond the boundaries of work. High retention has been achieved by continuously upgrading the competencies of the employees while our focused initiatives at creating a work life balance also serves as a powerful tool to increase retention in addition to other factors such as best pay packages and entrepreneurial work styles. Despite the entire economy reeling under high atrition rates, we take great pride in saying that the atrition rate at Geodesic is very low.

Geodesics emphasis on innovation and commitment to cost containment means each employee is a hands-on contributor. Theres litile in the way of corporate hierarchy and everyone wears several hats. At Geodesic, we believe in transparency, fexibiliti, interactin, integratin of thoughts, ideas, culture, values and results across the organizatin irrespectie of the hierarchy. Though growing rapidly, Geodesic stil maintains a small company feel. Almost everyone eats at the Geodesic café, sitig at the table enjoying conversatins with colleagues and friends from various departments.

Knowledge Management

Knowledge Management (KM) at Geodesic allows Geodesic Minds to te together the collectie experiences and knowledge towards better product delivery, individual and organizational excellence.

Our culture resonates with our goals to create an open and transparent organization in which knowledge is created and shared in a supportive environment where creatvitiy and innovation are highly valued. Geodesic Minds are encouraged to bring forward any idea for improvement or innovation.

PARTICULARS OF EMPLOYEES

The particulars of employees of your Company who are in receipt of remuneration, in excess of the limit under sub-section (2A) of Section 217 of the Companies Act, 1956, as amended, read with the Companies (Particulars of Employees) Rules, 1975, for the year ended 31st March, 2010 is annexed hereto with the Report.

CORPORATE GOVERNANCE

Your Company is commitied to maintain the highest standards of Corporate Governance. Your Company believes that any meaningful policy on Corporate Governance must provide empowerment to the executive management of the Company, and simultaneously create a mechanism of checks and balances which ensures that the decision making powers vested in the Executive Management is not only not misused, but is used with care and responsibility to meet stakeholder aspirations and societal expectations.

Your Company further believes that the trusteeship, transparency, empowerment and accountability, control and ethical corporate citzenship are the cornerstiones of Corporate Governance and the practice of each of these leads to the creation of the right corporate culture in which the Company is managed in a manner that fulfils the purpose of Corporate Governance.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certficate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stpulated under the aforesaid Clause 49 is atached to this Report.

DEMATERIALIZATION OF SHARES

As you are aware your Company has connectvity with both the depositories functioning in India, NSDL and CDSL. The ISIN of the scrip is INE371D01029. As on 31st March, 2010, 99.75% of the total equity capital of the Company was held in dematerialized form.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO U/S 217(e) OF THE COMPANIES ACT, 1956.

a) Conservation Of Energy

Being a software company, energy costs constitute a small portion of the total cost and such operations are not energy intensive. There is not much scope for energy conservation. However, we ensure to undertake all possible measures so as to reduce energy consumption in the company premises by using energy efcient computers and other equipments. Proper maintenance of these equipments is ensured so as to prolong the efciency of these machines. Form A is not applicable for software industry.

b) Technology Absorption: Not Applicable

c) Foreign Exchange Earnings And Outgo

Your Company has started operations in SEEPZ, Andheri (East), Mumbai from end of September, 2008 which is a SEZ (Special Economic Zone), which entitles your Company to enjoy 100% tax holiday for exports under Section 10A of the Income Tax Act, 1961 until March 2019. The export performance of your Company scaled well. The information on Foreign Exchange earnings and outgo is contained in schedule 22 to Accounts.

AUDITORS

The Auditors M/s Borkar & Muzumdar, Chartered Accountants (Regn No. 101569w) retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility for their re-appointment. Your Board recommends their reappointment as Statutory Auditors of the Company at a remuneration mutually agreed upon.

The report of Auditors and notes forming part of the Accounts are attached along with the Annual Report. There are no qualification in the Audit Report and Notes are self-explanatory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in selection of accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estmaties that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the end of the financial year ended 31st March, 2010 and of the profit of the company for that year.

- they have taken proper and suffcient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularites.

- they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to thank all shareholders and business partners, your Companys bankers, financial insttutions, regulatory bodies and other business consttuents for their contnued support and valuable co-operation.

Your Directors wish to place on record their appreciation for the efforts and contributions of the Companys executives, officers, consultants and staff, for ensuring that the Company continues to grow and excel.

Your Directors also express their gratitude to investors for the faith that they continue to repose in the Company.

Place : Mumbai For and on behalf of the Board of Directors

Dated : 27th August, 2010

Pankaj Kumar Kiran Kulkarni

Chairman Managing Director