To, The Members of Ace Software Exports Ltd. Rajkot.
 
 The Directors of the company have pleasure in presenting their
 EIGHTEENTH ANNUAL REPORT together with the Audited Financial Statements
 of your Company for the Financial Year ended on 31M March, 2012.
 
 FINANCIAL RESULTS :                                        (Amt in Rs.)
 
 SR. PARTICULARS                               2011-12          2010-11
 NO.
 
 1.  Revenue from Operation             2,54,57,739.00   1,78,12,443.00
 
 2.  Other Income                         80,59,525.00   1,43,05,018.00
 
 3.  TotalRevenue(1 2)                  3,35,17,264.00   3,21,17,461.00
 
 4.  Depreciation                         15,24,984.00     10,63,154.00
 
 5.  Other Expenses                     2,82,87,517.00   2,80,44,338.00
 
 6.  Profit / (Loss) Before Tax (PBT)     37,04,763.00     30,09,969.00
 
 7.  Taxation                                47,638.00        60,946.00
 
 8.  Profit/(Loss) After Tax (PAT)        36,57,125.00     29,49,023.00
 
 9.  Balance Carried forward
     to the Balance Sheet               8,13,36,362.00   7,76,79,237.00
 
 PERFORMANCE:
 
 During the financial year 2011-12, your Company has achieved total
 turnover of Rs. 2,54,57,739/- as compared to the turnover of Rs.
 1,78,12,443/- of the previous year. The Net Profit of the Company stood
 at Rs. 36,57,125/- as compared to Rs. 29,49,023/- of the previous year.
 DIVIDEND:
 
 With a view to plough back profits of the year and in order to conserve
 resources for operational purposes, the Board of Directors of your
 Compa/iy do not recommend any dividend for the year.  BOARD''S
 RESPONSIBILITY STATEMENT
 
 In pursuance of Section 217(2AA) of the Companies Act, 1956, the
 Directors confirm:
 
 a) That in the preparation of annual accounts, the applicable
 accounting standards have been followed and that no material departures
 have been made from the same;
 
 b) That they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the accounting year and of the profit and
 loss account for that year;
 
 c) That they have taken proper and sufficient care 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 frauds and other irregularities;
 
 d) That they have prepared the annual accounts on a going concern
 basis.  
 
 TRADE RELATIONS :
 
 The Board desires to place on record its appreciation for the support
 and co- operation received from suppliers / vendors and authorized
 dealers and all other associated with our Company. Company regards them
 as partners in its progress and shares with them the fruits of growth.
 The Management constantly endeavors to build strong and mutually
 respectable trade relations with them.  
 
 DIRECTORS :
 
 Shri Vimal L Kalaria, and Shri Sanjay H. Dhamsania, Directors are
 liable to retire by rotation and being eligible offer themselves for
 reappointment.  Mr. Sanjay Dhamsania has done M.S. (Computer Science)
 from Harvard University, Washington D.C., USA. He worked in the US as a
 programmer Analyst for some time. He is the co-founder of the company
 and has been with the company right from the incorporation of the
 company. He is having more than 19 years of experience in the
 information Technology (IT) Industry in various capacities and has been
 involved in top level management since the beginning.
 
 Mr. Vimal Kalaria has more than 15 years of experience in finance &
 accounts department.
 
 Brief details of all Directors are given in the Report of Board on
 Corporate Governance forming part of this Report of Board of Directors.
 
 CORPORATE GOVERNANCE:
 
 Since inception, the Company laid emphasis on appropriate & timely
 disclosures and transparency in all business dealings. ASEL has been
 adhering to the corporate governance principles & practices since long.
 Your Company is regularly submitting its Corporate Governance Reports
 to stock exchanges where shares are listed. A detailed report on
 Corporate Governance is also annexed to this Report. Further, the
 Certificate, in relation to compliance of the corporate governance
 principles, obtained from M/s Kalaria & Sampat, Chartered Accountants,
 and statutory Auditors of the Company is annexed to this Report of
 Board.  
 
 AUDITORS:
 
 M/s. Kalaria & Sampat, Chartered Accountants, and statutory Auditors of
 the Company, retire at this Annual General Meeting, and being eligible,
 offer themselves to be reappointed as such. The Company has received
 certificate from M/s. Kalaria & Sampat., Chartered Accountants,
 declaring that their appointment will fall within limits prescribed
 under Section 224(1 B) of the Companies Act, 1956.  SECRETARIAL AUDIT:
 
 As directed by the Securities and Exchange Board of India (SEBI),
 Secretarial Audit is being carried out at the specified periodicity by
 M/s. MJP Associates, Practising Company Secretaries, Rajkot. The
 findings of the Secretarial Audit were satisfactory.
 
 SUBSIDIARY COMPANIES:
 
 ASEL has Seven Subsidiary Companies. In accordance with the General
 Circular issued by the Ministry of Corporate Affairs, Government of
 India, the Balance Sheet, Statement of Profit and Loss Account and
 other documents of the Subsidiary Companies are not being attached with
 the Balance Sheet of the Company. The Company will make available the
 Annual Accounts of the Subsidiary companies and the related detailed
 information to any matter of the Company who may be interested in
 obtaining the same. The annual accounts of the Subsidiary companies
 will also be kept open for inspection at the Registered Office of the
 Company and that of the respective subsidiary companies. The
 Consolidated Financial Statements presented by the Company include the
 Financial results of its subsidiary companies.  
 
 Sr.  Name of Subsidiary                              Percentage
                                                      stake owned
 No.  companies & Location                            by Ace Software 
                                                      Exports Ltd. (%)
 
 1    Ace Infoworid Pvt. Ltd. Rajkot 
     (erstwhile Apex Advanced Technology Pvt. Ltd)         98.96%
 
 2    Rajkot Computer Education Pvt. Ltd, Rajkot          100.00%
 
 3    Aspire Exim Pvt. Ltd, Rajkot                        100.00%
 
 4    Cosmos Services Pvt. Ltd, Rajkot                    100.00%
 
 5    Citizen Solutions Pvt. Ltd, Rajkot                  100.00%
 
 6    Jubilant Exim Pvt. Ltd, Rajkot                      100.00%
 
 7    Speedwell Engineers Pvt. Ltd, Rajkot                100.00% 
 
 PARTICULARS OF EMPLOYEES:
 
 There are no employees in the Company drawing remuneration more than
 the limits specified in the Companies (Particulars of Employees) Rules,
 1975 as amended by the Companies (Particulars of Employees) (Amendment)
 Rules, 2011.
 
 CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNING AND OUTGO:
 
 Disclosures with regards to Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo as required under the
 Companies
 
 (Disclosure of particulars in the Report of Board of Directors) Rules,
 1988 are annexed herewith and forms part of this Report.
 
 ACKNOWLEDGEMENT:
 
 Your Directors take this opportunity to thank all investors, banks,
 regulatory and governmental authorities and Apex Co vantage, LLC USA
 for their continued co-operation during the year. Your Directors
 sincerely acknowledges the significant contribution made by all the
 employees for their dedicated services to the Company.
 
 ANNEXURE ''A'' TO THE DIRECTORS'' REPORT
 
 Disclosures pursuant to the Companies (Disclosure of particulars in the
 
 Report of Board of Directors) Rules, 1988.
 
 1.  Consumption & Conservation of energy
 
 Your company operates in the business of Software Database Creation
 (e-Publishing) and does not have any conventional manufacturing or
 transforming activities. Hence, details of consumption of energy are
 not required to be furnished. Further, the Corrjpany is taking
 sufficient steps for the purpose of energy conservation.
 
 2.  Technology absorption
 
 As the Company is engaged in the IT sector, the Company is implementing
 constant upgradation of technology related to software & hardware.
 
 3.  Foreign Exchange earnings and outgo
 
 Particulars                        2011-12             2010-11
 
 Foreign Exchange Earnings     USD 5,55,192.23       USD 393905.70
                              (INR 2,68,62,722.00)  (INR 1,78,12,443.00)
 
 Foreign Exchange outgo        USD NIL               USD 6,569.41
 
                               INR NIL              (INR 3,08,621.00)
 
 
                                For & on behalf of Board of Directors,
 
                    Vikram B. Sanghani        Pratik C. Dadhaniya
 
                    Jt. Managing Director            Director
 
                                         Rajkot, Dated 30th May, 2012