Prithvi Information Solutions Ltd Directors Report

To The Members,

The Directors are pleased to submit the 15^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2013 :

Dividend

The Board of Directors has not declared any Dividend for the year in lieu of the funds required for ongoing operations and also to fund the expected growth.

Performance

The IT segment has not only maintained turn over of the previous year, but also improved by 17% in the current year as compared to previous year. The sales for the year is Rs.1475 crores (Rs.1258 crores in previous year). It is expected that the growth in this segment will continue for the forth coming year also.

The profit for the year has been Rs.23.14 crores as compared to Rs.28.24 crores in the previous year. The Company has ensured a strict monitoring of the expenditure.

There has been an increase in revenues during the current year by 20% as compared to the previous year. The challenges faced by the Company over the past few years have been successfully handled and expect for improvement in performance and consolidate its resources. Company adopted various measures which have economized its expenditure without affecting the business. As the resources are optimized, Company is confident to improve its position in this area shortly.

Explanation on Auditors Observation

i) In respect of a creditor to whom payables amounting to Rs.331.60 crores were under dispute / litigation, the Company has entered into an agreement for settlement which is under progress as per information and explanations given to us. Process of settlement is in progress and is further being expedited.

ii) With respect to FCCB, the Company entered into an agreement with the Bond Holders to redeem the bonds by issue of Share Warrants on Preferential basis. However, it is rejected by FIPB. The Company is in discussions with Bond Holders for a settlement.

Corporate governance report and management discussion and Analysis statement

A report on Corporate Governance and Management Discussion and Analysis Statement is enclosed in the Annual Report. A certificate for compliance with the Clause 49 of the Listing Agreement issued by the Practicing Company Secretary is also enclosed in the Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Act and the Rules made there under, is provided in an Annexure forming part of this Report. In terms of Section 219(l)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217 (l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are set out in an annexure to this Report.

ACKNOWLEDGEMENTS

The Directors wish to thank the members for their cooperation and reposing faith in the company and for their support to the Company. The Directors also thank the Companys customers, business associates, vendors and bankers for their continuous support in the development of the company. The Directors also thank the Government of India and other concerned State Governments and agencies for their cooperation. In the least, the Directors place on record their appreciation for the contributions made by members and associates of the Prithvi family across the globe.

ANNEXURE

Particulars pursuant to Companies (Disclosure of Particulars in their Report of the Board of Directors) Rules, 1988.

a. Conservation of Energy

The operations of the Company involve low energy consumption. However, adequate measures have been taken to conserve energy, wherever possible.

Specific areas in which R&D was carried out by the Company.

Regular up-gradation of technology is achieved through the constant training of all the software professionals.

Benefits derived as a result of the above R&D and future plan of action.

The efforts shall result in building competitive business solutions that incorporate emerging technologies.

c. Expenditure on R&D

A policy on R&D is being formulated and based on this policy capitalization of R&D expenditure shall be undertaken.