MANAGEMENT DISCUSSION & ANALYSIS REPORT:

1. INDUSTRY OVERVIEW:

India's IT and related services with exponential growth are a unique export led success story which has put India on the global Map. While India has achieved a brand identity in this sector, other developing countries are trying to emulate India's example.

While the global slowdown, increasing competition from new countries and raising protectionist measures in the wake of job losses in developed counties have slightly dimmed the prospects for exports of IT and related services, a great opportunity is waiting in India s domestic market with increasing technology adoption within the Government sector and the Small and Medium business (SMB) sector, The 12th Five year plan aims to harness the potential of the software and services sector to contribute to the country s development and growth, particularly in terms of investment , exports, employment generation and contribution to GDP and retain India's leadership position as global IT- BPO destination, consolidate and grow in both mature and emerging markets.

2. BUSINESS

2.1 OVERVIEW

Sphere Global Services Limited is a global software services company providing consulting, IT/ITES (SAP) Application maintenance services, Analytics and Hana ,Mobility, Managed infrastructure

2.2 STRATEGY:

The Company's strategy is to support longer term growth is to continually extend the core IT services business by expanding its geographic reach, industry coverage and service capabilities and by deepening existing client relationships, building or acquiring emerging businesses and adopting or creating new business models and business solutions become strategic partner capable of reliably delivering innovative solutions.

3. OUTLOOK, RISKS AND CONCERNS.

3.1 OUTLOOK:

In order to meet the changing market realities, your Company has been following the philosophy of providing the highest quality products and services at the competitive prices

All endeavors are made to achieve possible cost reduction in every area of operations.

Your Company's philosophy to provide high class quality products i.e. value for money to consumers that would greatly benefit in the long run. In the otherwise increasing cost arena, every expense, whether capital or revenue is minutely reviewed to achieve all possible savings.

There are many challenges faced by nearly every industry in today's global marketplace The uncertainties in the global market, business model redundancy, supply side risks and financial risks are the major threats faced by IT industry. The Company believes in building and maintaining deep customer relationships and become a trusted business partner to global enterprises.

3.2 RISKS AND CONCERNS:

The Company has been initiating various risk management programmes to combat strategic, operational and financial as well as compliance-related risks across various levels of the organisation. It includes risk assessment and mitigation at the company level, business / functional unit level, relationship level and project level. The risk management process is continuously improved and adapted to the changing global risk scenario. The agility of the risk management process is monitored and reviewed for appropriateness with the changing risk landscape. The process of continuous evaluation of risks includes taking stock of the risk landscape on an event driven as well as quarterly basis.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal control to ensure all the assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, regarded and reported correctly. The internal control is supplemented by an extensive program of internal audits, review by management and procedures. The internal control is designed to ensure that the financial and other records are reliable for brparing financial statements and other data, and for maintaining accountability of assets.

The Company's Internal Audit Department is regularly carrying out the Audit in all areas. Additionally the Audit committee is reviewing all Audit Reports with significant control, all issues raised by internal and external auditing regularly, reports on the business development, all the past and the future plans are given to the Board of Directors, Internal Auditor's reports are regularly circulated to all the senior management to comply with the findings. Normal forcible risks of the Company's Assets are adequately covered by combrhensive insurances.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE - STANDALONE.

During the year under review, your company has earned revenue of Rs 966.19 lacs and Loss of 35.56 lacs and consolidated revenue of Rs. 1,924 lacs and profit of Rs. 56 lacs.

6. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES.

During the year under review, the Company has undertaken extensive steps in optimizing the manpower at all locations. Employee/employer relations were cordial throughout the year. Measures for safety of the employees, training and development continued to receive top priorities.

CAUTIONARY STATEMENT

Certain statements made in the management discussion and analysis report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections and so on whether exbrss or implied. Several factors could make significant difference to the Company's operations. These include climatic conditions and economic conditions affecting demand and supply, government regulations and taxation, natural calamities and so on over which the Company does not have any direct control.