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½e have audited the attached balance sheet of ½ipro Limited (Dzthe Companydz)
as at March 31, 2010 and the profit and loss account and the cash flow statement for the
year ended on that date, annexed thereto. These financial statements are the
responsibility of the Companyǯs management. Our responsibility is to express an
opinion on these financial statements based on our audit.

½e conducted our audit in accordance with the auditing standards generally

accepted in India. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts

and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. ½e believe that our audit
provides a reasonable basis for our opinion.

d As required by the Companies (Auditorǯs Report) Order, 2003 (Dzthe Orderdz), as

amended, issued by the Central Government in terms of Section 227 (4A) of the
Companies Act, 1956 (Dzthe Actdz), we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.

Further to our comments in paragraph 1 above, we report that:

a) c ½e have obtained all the information and explanations, which to the best of our
knowledge and belief were necessary for the purposes of our audit;
b)c In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books;
c) c The balance sheet, profit and loss account and cash flow statement dealt with by
this report are in agreement with the books of account;

d
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 d)c In our opinion, the balance sheet, profit and loss account and cash flow
statement dealt with by this report comply with the accounting standards
referred to in sub-section (3C) of Section 211 of the Act;
e)c On the basis of written representations received from the directors as on March
31, 2010, and taken on record by the Board of Directors, we report that non e of
the directors is disqualified as at March 31, 2010 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and
f)c In our opinion and to the best of our information and according to the
explanations given to us, the said accounts give the information required by the
Act, in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
i) c In the case of the balance sheet, of the state of affairs of the Company as at
March 31, 2010;
ii) c In the case of the profit and loss account, of the profit of the Company for
the year ended on that date; and
iii) c In the case of cash flow statement, of the cash flows for the year ended on
that date.

For occ cc c

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Firm registration number: 101248½

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Partner

Membership No. : 046768

Bangalore

April 23, 2010

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Annexure referred to in paragraph 1 of our report to the members of ½ipro Limited

(Dzthe Companydz) for the year ended March 31, 2010

d c à The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
ñ The Company has a regular programme of physical verification of its fixed assets
by which all fixed assets are verified in aphased manner over a period of three years.
In our opinion, this periodicity of physicalverification is reasonable havingregard to
the size of the Company and the nature of its assets. No material discrepancies were
noticed on such verification.

c Fixed assets disposed of during the year were not substantial, and therefore, do
not affect the going concern assumption.

c à The inventory, except goods-in-transit and stocks lying with third parties, has
been physically verified by the managementduring the year. In our opinion, the
frequency of such verification is reasonable. For stocks lying with third parties at
theyear-end, written confirmations have been obtained.
ñ The procedures for the physical verification of inventories followed by the
management are reasonable and adequate inrelation to the size of the Company and
the nature of its business.

The Company is maintaining proper records of inventory. The discrepancies
noticed on physical verification betweenthe physical stocks and the book records
were not material.

º c à The Company has granted loans to 3 wholly owned subsidiaries covered in

theregister maintained under Section 301 ofthe Companies Act, 1956 (Dzthe Actdz).
The maximum amount outstanding during the year and the year-end balance ofsuch
loans are as follows:

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½ipro Cyprus Private Limited 1,568 1,568

Enthink Inc. 42 42

½ipro Singapore Pte Limited 22 22

½ipro Holdings (Mauritius) Limited 3 3

 c In our opinion, the rate of interest, where applicable and other terms and
conditions on which loans have been grantedto companies, firms or other parties
listed in the register maintained under Section 301 of the Act are not, prima
facie,prejudicial to the interest of the Company.
' c The principal amounts and interest, wherever applicable, are being repaid
regularly in accordance with the agreedcontractual terms. Accordingly,
paragraphs 4(iii)(d) of the Order are not applicable to the Company.
& c The Company has not taken any loans, secured or unsecured, from companies,
firms or other parties covered in the registermaintained under Section 301 of the
Act. Accordingly, paragraphs 4(iii)(e) to (g) of the Order are not applicable to
theCompany.
  c In our opinion and according to the information and explanations given to us, there
is an adequate internal control systemcommensurate with the size of the Company
and the nature of its business with regards to purchase of inventories and
fixedassets and with regard to sale of goods and services. ½e have not observed any
major weakness in the internal control systemduring the course of the audit.
Î c  In our opinion and according to the information and explanations given to us, the
particulars of contracts or arrangementsreferred to in Section 301 of the Act have
been entered in the register required to be maintained under that Section.
 In our opinion, and according to the information and explanations given to us, the
transactions made in pursuance ofcontracts and arrangements referred to in (a)
above and exceeding the value of Rs. 5 lakh with any party during theyear have been
made at prices which are reasonable having regard to the prevailing market prices
at therelevant timeexcept for purchases of certain services which are for the
Companyǯs specialized requirements and similarly for sale ofcertain goods and

 
’


 services for the specialized requirements of the buyers and for which suitable
alternative sources are notavailable to obtain comparable quotations. However, on
the basis of information and explanations provided, the sameappear reasonable.
å c The Company has not accepted any deposits from the public.
‰ c In our opinion, the Company has an internal audit system commensurate with the
size and nature of its business.
´ c ½e have broadly reviewed the books of accounts maintained by the Company
pursuant to the rules prescribed by the Central Government under Section
209(1)(d) of the Act for maintenance of cost records in respect of Vanaspati, Toilet
soaps, Lighting products and Mini computers/ Microprocessor based system and
Data communication system and are of the opinion that, prima facie, the prescribed
accounts and records have been made and maintained. However, we have not made
a detailed examinationof the records.
· c  According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/accrued in the books
of account in respect of undisputed statutory dues including Provident Fund,
Employeesǯ State Insurance, Income-tax, Sales-tax, ½ealth tax, Service tax, Customs
duty, Excise duty and other material statutory dues have been generally regularly
deposited during the year by the Company with the appropriate authorities. As
explained to us, the Company did not have any dues on account of Investor
education and Protection Fund.
According to the information and explanations given to us, no undisputed
amounts payable in respect of ProvidentFund, Employeesǯ State Insurance, Income-
tax, Sales-tax, ½ealth tax, Service tax, Customs duty, Excise duty and othermaterial
statutory dues were outstanding as at March 31, 2010 for a period of more than six
months from the date theybecame payable.
There were no dues on account of cess under Section 441A of the Act since the
date from which the aforesaid Section comes into force has not yet been notified by
the Central Government.
 According to the information and explanations given to us, the following dues of
Income tax, Excise duty, Customs duty,Sales tax and Service tax have not been
deposited by the Company on account of disputes:

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Income Commissioner of Income

Income 2005-06
Tax Act, 857.32 Tax (Appeals)
tax
1961
The Assistant
Central Excise 1997-98 to 2008-09 commissioner/Appellate/C
Excise 47.49 ommissioner/CESTAT
duty
Act,1944 (Appeals)
Assistant commissioner/
Customs Customs 1990-91 to 2008-09 Appellate/Commissioner/
557.76
Act, 1957 duty
CESTAT (Appeals)
Customs Customs 1990-91 to 2008-09 High Court/ Supreme Court
64.30
Act, 1957 duty
Assistant Commissioner/
Sales Tax 1988-89 to 2008-09 Appellate/Commissioner/
Sales tax 48.81
Act, 1956
CESTAT (Appeals)
Sales Tax 1999-00 to 2005-06 High Court/ Supreme Court
Sales tax 49.00
Act, 1956
First
Sales Tax 1986-87 to 2007-08 Appellate/JointCommission
Sales tax 1151.04
Act, 1956 erCommercialTaxes
Assistant Commissioner/
Finance Service 2001-02 to 2007-08 Appellate/ Commissioner/
378.85
Act, 1994 tax
CESTAT (Appeals)
* The amounts paid under protest have been reduced from the amounts demanded
in arriving at the aforesaid disclosure.

d c The Company does not have any accumulated losses at the end of the financial
year and has not incurred cash losses during the financial year and in the
immediately preceding financial year.
dd c In our opinion and according to the information and explanations given to us, the
Company has not defaulted in repayment of any dues to any financial institution or
bank. The Company did not have any outstanding debentures during the year.

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’


d
c The Company has not granted loans and advances on the basis of security by way
of pledge of shares, debentures and other securities.
dº c In our opinion and according to the explanations given to us, the Company is not
a chit fund/nidhi/mutual benefit fund/ society.
d  c According to the information and explanations given to us, the Company is not
dealing or trading in shares, securities, debentures and other investments.
dÎ c In our opinion and according to the information and explanations given to us, the
terms and conditions on which the Company has given guarantees for loans taken by
others from banks or financial institutions are not prejudicial to the interest of
theCompany.
då c In our opinion and according to the information and explanations given to us, the
term loans taken by the Company have been applied for the purpose for which they
were raised.
d‰ c According to the information and explanations given to us and on an overall
examination of the balance sheet of the Company,we are of the opinion that the
funds raised on short term basis have not been used for long term investment.
d´ c The Company has not made any preferential allotment of shares to
companies/firms/parties covered in the register maintainedunder Section 301 of
the Act.
d· c The Company did not have any outstanding debentures during the year.

 c The Company has not raised any money by public issues during the year.

d c ½e have been informed that a junior level employee of the Compan y had
embezzled funds amounting to Rs 228 million over a period of three years from
November 2006 to December 2009. The Companiesǯ internal investigation under the
directsupervision of the Companyǯs Audit Committee related to this embezzlement
has been completed.

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Chartered Accountants
Firm registration number: 101248½

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Partner
Membership No. : 046768
Bangalore
April 23, 2010

‰
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I am happy to present on behalf of the Board of Directors, the 64th Directorsǯ

Report for the year ended March 31,2010, along with the Balance Sheet and Profit and
Loss Account for the year.

Financial Performance

Key aspects of your Companyǯs consolidated financial performance for ½ipro

and its group companies and standalonefinancial results for ½ipro Limited for the year
2009-10 are tabulated below:

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276,505 259,616 237,973 210,269

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45,196 56,888 35,479

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9,163 6,460 7,908 5,741

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46,310 38,999 48,980 29,738

   
 ccc 8,809 5,860 8,809 5,860
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c 36,218 32,143 38,888 22,882
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* Profit for the year in Standalone Result is after Rs 4,534 million (March 2009:
Rs (7,454) million) of gains/(losses) relating to translation of foreigncurrency
borrowings and mark to market losses of related cross currency swaps. In the
Consolidated Accounts, these are considered as hedges of netinvestment in
overseasoperations and are recognized directly in shareholders' funds.

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According to NASSCOM Strategic Review Report 2010,IDC forecasts a cumulative

annual growth rate (CAGR)of over 4.08% in worldwide IT services and IT
enabledservices (IT-ITeS) spending and a CAGR of over 6.18%in offshore IT spending ,
for the period 2008-13.

Thecombined market for Indian IT-ITeS in fiscal 2010 wasnearly $ 63 billion. Key
factors supporting this projectionare the growing impact of technology led
innovation,the increasing demand for global sourcing and graduallyevolvin g socio-
political attitudes.

IDC forecasts worldwide IT services spending ofapproximately $695 billion by

2013, reflecting a compoundannual growth rate, or CAGR, of 3.3%. However,
ForresterUS and Global IT Market Outlook Q4 2009, predictsthat U.S. IT market will
grow by 6.6% in 2010 following adrop of 8.2% in 2009.

Companies are increasingly turningto offshore technology service providers in

order to meettheir need for high quality, cost competitive technologysolutions.
Technology companies have been outsourcingsoftware research and development and
related supportfunctions to offshore technology service providers toreduce cycle time
for introducing new products andservices.

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½ipro is a global corporation having operations in morethan 35 countries

through 80 subsidiary companies, afew joint ventures and associate companies. Section
212of the Companies Act, 1956, requires that we attachthe Directorsǯ Report, Balance
Sheet and Profit andLoss Account of our subsidiary companies.

½e believethat the Consolidated Financial Statements present amore

comprehensive picture rather than the standalonefinancial statements of ½ipro Limited
and each of itssubsidiaries.

·
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 ½e, therefore, applied to the Ministry ofCorporate Affairs, Government of India
and sought anexemption from the requirement to present detailedfinancial statements
of each subsidiary.

The Ministry ofCorporate Affairs, Government of India, has grantedthe

exemption. The detailed financial statements and audit reports ofeach of the
subsidiaries are available for inspection at theregistered office of the Company and
upon written requestfrom a shareholder; your Company will arrange to sendthe
financial statements of subsidiary companies to thesaid shareholder.

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Our Sales for the current year grew by 7% to Rs. 276,505million and our Profit
for the year was Rs. 46,310 million,increase of 19% over the previous year. Over the last
10years, our Sales have grown at a compounded annualgrowth rate (CAGR) of 28% and
Profit after Tax at 31%.

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Your Board of Directors recommends a final Dividend of 300%(Rs. 6 per equity

share of Rs. 2/- each) to be appropriatedfrom the profits of the year 2009-10 subject to
the approvalof the shareholders at the ensuing Annual GeneralMeeting. The Dividend
will be paid in compliance withapplicable regulations.During the year 2009-10,
unclaimed dividend ofRs. 1,995,655 transferred to the Investor Education
andProtection Fund, as required by the Investor Education andProtection Fund
(Awareness and Protection of Investor)Rules, 2001.

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Your Board of Directors has approved issue of Bonus Sharesin the ratio of two
equity shares for every three existingequity shares outstanding as on the record date
and twoAmerican Depositary Shares for every three existingAmerican Depository
Shares outstanding as on the recorddate. Issue of Bonus Shares has also been approved
by theshareholders of the Company through Postal Ballot onJune 4, 2010. Subsequent to

d
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this approval, the record dateto determine the eligible shareholders who are entitled
toreceive the Bonus Shares fixed as June 16, 2010.

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Your Company has continued to pursue the strategy ofDzstring of pearls

acquisitionsdz by acquiring businesses whichcomplement our service offerings, provide
access to nicheskill sets and expand our presence in select geographies.Your Company
has a dedicated team of professionals whoidentify businesses which meet our strategic
requirementsand are cultural fit to ½ipro.

In August 2009, your Company had entered intopartnership with Lavasa

Corporation Limited forplanning, implementing and managing Informationand
Communication Technology services across LavasaCity. ½ipro will support Lavasa City
in the areas ofCity Management system and services, E Governance,Information and
Communication Technology servicesand other value added services.

In October 2009, your Company signed an agreementto form a joint venture with
Delhi International AirportPrivate Limited. This Joint Venture Company is namedas
½ipro Airport IT Services Limited. ½ipro holds 74%in the Joint Venture and Delhi
International AirportPrivate Limited holds 26% stake. This partnership
assumessignificance as IGI airportǯs new integrated terminal(T3) will be the gateway
for the Commonwealth Gamesscheduled to be held in New Delhi.

In October 2009, ½ipro GE Healthcare Private Limited,the Joint Venture between

½ipro Limited and GEHealthcare, transformed its business by integrating
severalexisting stand-alone business units and manufacturingplants of GE Healthcare in
India under ½ipro GEHealthcare Entity. This strategic move will lead to moreeffective
management and resources utilization and helpaccelerate growth, through ½ipro GE
Healthcareǯs largedistribution network. This move will define the next stageof market
leadership for ½ipro GE Healthcare.

In November 2009, your Company had signed anagreement to acquire the

DzYardleydz Brand business inAsia, Middle East, Australia and certain African
marketsfrom UK based Lornamead Group. This transaction addsanother jewel to ½ipro
Consumer Care and Lighting(FMCG arm of ½ipro Limited).

dd
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 All the subsidiaries of the Company are unlisted and noneof them are material
unlisted subsidiaries as per Clause 49of the Listing Agreement.

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During the year under review, your Company has madeacquisitions and
investments of an aggregate of US$ 171Million as equity in its direct subsidiaries ½ipro
CyprusPrivate Limited, ½ipro Inc and ½ipro Yardley ConsumerCare Private Limited.

Your Company has also invested Rs. 37 Million as equityin ½ipro Airport IT
Services Limited, a newly formedjoint venture company with Delhi International
Airport(P) Limited. Apart from this, the Company has fundedits subsidiaries, from time
to time, as per the fundingrequirements, through loans, guarantees and other means.

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Your Company believes Corporate Governance is atthe core of stakeholder

satisfaction. Your Company'sgovernance practices are described separately in page57 of
this Annual Report. Your Company has obtaineda certification from Sreedharan &
Associates, CompanySecretaries on our compliance with Clause 49 of the
ListingAgreement with Indian Stock Exchanges. This certificateis given in page 84.

½ith a view to strengthening the Corporate Governanceframework, the Ministry

of Corporate Affairs hasincorporated certain provisions in the Companies Bill,2009. The
Ministry of Corporate Affairs has also issueda set of Voluntary Guidelines on Corporate
Governanceand Corporate Social Responsibility in December 2009for adoption by the
companies. The Guidelines broadlyoutline conditions for appointment of directors,
guidingprinciples to remunerate directors, responsibilities of theBoard, Risk
Management, rotation of audit partners, auditfirms, conduct of secretarial audit and
other CorporateGovernance and Corporate Social Responsibility relateddisclosures.
Your Company has by and large complied withvarious requirements and is in the
process of initiatingappropriate action, for the other applicable requirements.

Corporate Governance is also related to Innovation andStrategy as the

organisationǯs ideas of Innovation andstrategies are driven to enhance stakeholder
satisfactionfor all stakeholders.

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The particulars of employees as required by Section217 (2A) of the Companies

Act, 1956, read with theCompanies (Particulars of Employee) Rules, 1975, have

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Information relating to stock options program of theCompany is provided in

page 7 of this report. Theinformation is being provided in compliance withClause 12 of
the Securities and Exchange Board of India(Employee Stock Option Scheme) and
(Employee StockPurchase Scheme) Guidelines, 1999, as amended. Noemployee was
issued Stock Option, during the year equalto or exceeding 1% of the issued capital of the
Companyat the time of grant.

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During the year, your Company has earned foreign exchange of Rs.168,469
million and the outgoings in foreign exchange were Rs.71,739 million, including
outgoings on materialsimported and dividend.

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Requirement under Rule 2 of Companies (Disclosure ofParticulars in the Report

of Board of Directors) Rules,1988, regarding Technical Absorption and Research
andDevelopment in Form B is given in Page 47 of the AnnualReport, to the extent
applicable.

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The Company has taken several steps to conserve energythrough its DzEco Eye
and Sustainabilitydz initiativesseparately as part of this Annual Report. Theinformation
on Conservation of Energy required underSection 217(1)(e) of the Companies Act,
1956, read withRule 2 of the Companies (Disclosure of Particulars in theReport of Board
of Directors) Rules, 1988, is provided inAnnexure A in page 44 of this Annual Report.

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 Articles of Association of the Company provide that at leasttwo-thirds of our
Directors shall be subject to retirementby rotation. One third of these retiring Directors
mustretire from office at each Annual General Meeting of theshareholders. A retiring
Director is eligible for re-election.

Mr N Vaghul, Dr Ashok Ganguly and Mr P M Sinha,retire by rotation and being

eligible offer themselves forre-appointment at this Annual General Meeting. Since
theBoard Governance and Nomination Committee memberswere interested in the
resolution of re-appointment, Boardof Directors have recommended their re-
appointment forconsideration of the Shareholders.

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c

Dr Henning Kagermann was appointed as an AdditionalDirector of the Company

with effect from October 27,2009 in accordance with Section 260 of the CompaniesAct,
1956. Dr Henning Kagermann would hold office tillthe conclusion of the Annual General
Meeting of theCompany scheduled to be held on July 22, 2010. Therequisite notices
together with necessary deposits havebeen received from a member pursuant to
Section 257of the Companies Act, 1956, proposing the election of Dr Henning
Kagermann as a Director of the Company.

Mr.Shyam Saran, Former Foreign Secretary, Governmentof India was appointed

as an Additional Director ofthe Company in accordance with Section 260 of
theCompanies Act, 1956 by the Board of Directors with effect from July 1, 2010. The
Additional Director wouldhold office till the date of the Annual General Meetingof the
Company scheduled to be held on July 22, 2010.

The requisite notices together with necessary deposit havebeen received from a
member pursuant to Section 257of the Companies Act, 1956 proposing the election
ofMr.Shyam Saran.

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 The names of the Promoters and entities comprisingDzgroupdz as defined under the
Monopolies and RestrictiveTrade Practices (DzMRTPdz) Act, 1969, for the purposes
ofSection 3(1)(e)(i) of the SEBI (Substantial Acquisition ofShares and Takeover)
Regulations, 1997, include:

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dc Azim H Premji 56,043,060

c Yasmeen A Premji 637,600
ºc Rishad Azim Premji 568,000
 c Tariq Azim Premji 159,000
Îc Mr Azim Hasham Premji PartnerRepresenting 326,259,000
Hasham Traders
åc Mr Azim Hasham Premji PartnerRepresenting 325,017,000
Prazim Traders
‰c Mr Azim Hasham Premji PartnerRepresenting Zash 324,244,800
Traders
´c Regal Investments & Trading CompanyPvt. Ltd. 51,014,200
·c Vidya Investment & Trading CompanyPvt. Ltd. 38,860,600
dc Napean Trading & InvestmentCompany Pvt. Ltd. 38,263,000
ddc Azim Premji Foundation (I) Pvt. Ltd 6,506,000
d
c Azim Premji Trust Nil
dºc Azim Premji Trustee Company PrivateLimited Nil
d c Azim Premji Foundation for
Nil
Development
dÎc Azim Premji Foundation Nil

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The Managementǯs Discussion and Analysis on Companyǯsperformance Ȃ

industry trends and other material changeswith respect to the Company and its
subsidiaries, whereverapplicable are presented on pages 26 through 33 of thisAnnual
Report.

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 The auditors, M/s. BSR & Co., Chartered Accountants,retire at the ensuing Annual
General Meeting and haveconfirmed their eligibility and willingness to accept office,if
re-appointed. The proposal for their re-appointment isincluded in the notice for Annual
General Meeting sentherewith.

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Pursuant to the direction from the Ministry of CorporateAffairs for appointment of Cost
Auditors, your Board ofDirectors has re-appointed P.D. Dani& Co., as the CostAuditor for
the year ended March 31, 2011. c

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Your Company has not accepted any fixed deposits. Hence,there is no outstanding
amount as on the Balance Sheet date.

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On behalf of the Directors I confirm that as required underSection 217 (2AA) of the
Companies Act, 1956.

a) In the preparation of the annual accounts, the applicableaccounting standards have

been followed and that nomaterial departures are made from the same;

b) ½e have selected such accounting policies andapplied them consistently and made
judgementsand estimates that are reasonable and prudent so asto give true and fair
view of the state of affairs of theCompany at the end of the financial year and of
theprofits of the Company for the period;

c) ½e have taken proper and sufficient care for themaintenance of adequate accounting
records inaccordance with the provisions of the CompaniesAct, 1956, for safeguarding
the assets of the Companyand for preventing and detecting fraud and
otherirregularities; and

d) ½e have prepared the annual accounts on a goingconcern basis.

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 Your Directors take this opportunity to thank thecustomers, shareholders,
suppliers, bankers, businesspartners/associates, financial institutions and Centraland
State Governments for their consistent support andencouragement to the Company.

I am sure you will joinour Directors in conveying our sincere appreciation toall
employees of the Company for their hard work andcommitment. Their dedication and
competence hasensured that the Company continues to be a significantand leading
player in the IT Services industry.

For and on behalf of the Board of Directors

2 cc3 c
Chairman
Bangalore, June 21, 2010

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