The Directors are pleased to present their Eleventh Annual Report on
 the business and operations of your Company and the Audited Financial
 Results for the year ended 31st March, 2011.
 
 Snapshot of Financial Results
 
 The financial results of the Company for the Accounting year ended 31st
 March, 2011 are presented below:
 
                                                         (Rs. In lacs)
 
 Particulars                      Standalone            Consolidated
                             Year ended  15 month  Year ended   15 month
                               March 31,  Period 
                                           ended    March 31,    Period 
                                                                  ended
                                   2011 March 31,       2011   March 31,
                                            2010                   2010
 
 Total Revenue                9,901.99  12,891.36  22,875.05  16,270.19
 
 Total Expenditure            7,933.79  10,069.82  16,908.80  13,670.12
 
 Profit Before Interest, 
 Depreciation & Tax           1,968.20   2,821.54   5,966.25   2,600.07
 
 Profit Before Exceptional 
 Items, Depreciation & Tax    1,722.54   2,465.73   5,618.40   2,238.43
 
 Profit Before Exceptional 
 Items and tax                  835.66   1,195.83   4,344.30     670.79
 
 Total Exceptional Items           Nil (10,730.05)       Nil     318.50
 
 Profit / (Loss) Before Tax     835.66  11,925.88   4,344.30     989.29
 
 Profit / (Loss) After Tax      788.79   8,643.43   4,293.82  (2,296.66)
 
 Profit/(Loss) After Tax & 
 Minority Interest                   -          -   4,497.87  (2,234.57)
 
 Operations Review
 
 After the turnaround of operations in FY2009-10, the focus at Aptech in
 FY2010-11 was on consolidating the gains of FY2009-10 in order to build
 a strong platform for future growth. The launch of our new corporate
 identity and expansion of the Companys network have been important
 highlights of the year.
 
 Favourable economic conditions along with the Companys strategic
 decision to draw synergies in operations across various product
 offerings have yielded excellent results. Aptech added a total of 204
 new centres across all brands and regions in FY 2010-11. In the
 domestic market, the Company expanded into 43 new towns across the
 Country. Aptech added the first international centre of Aptech Aviation
 & Hospitality Academy in Malaysia. The Company also set up overseas
 delivery outlets for Assessment & Training Solutions in Malaysia, UK
 and Middle East during the year. The Company also launched the Aptech
 English Learning Academy internationally at 8 new locations. To aid the
 aggressive expansion of Aptech English Learning Academy
 internationally, the Company has commenced in-house development of
 English course content.
 
 To enhance the value of offerings to our customers, the Company
 continued to launch new products which are even more industry relevant
 across brands and has also entered into several high-impact alliances
 including Microsoft, Middlesex University and SAP.
 
 The year saw Aptech Assessment & Testing Solutions foray into the
 insurance sector. The Company was also shortlisted for NAC 2.0 tests by
 NASSCOM.
 
 Students of Aptech continued to carve an edge for themselves, winning
 awards and accolades through their participation across various
 competitive industry events. CricX, a 3D animated film created by MAAC
 Creative Shop (MCS) – a collaboration of MAAC students with industry
 professionals – was aired on Disney Channel.
 
 Dividend
 
 Your Directors are pleased to recommend for your consideration a
 dividend of Rs. 2.50 per equity share of Rs. 10/- for the period ended 
 31st March, 2011.
 
 Issue And Allotment Of Shares On Preferential Basis
 
 Members of the Company would recall that in terms of the Share Purchase
 Agreement that was executed on 27th January 2010 between the Company,
 Maya Entertainment Limited (MEL) and shareholders of MEL, the Company
 had allotted 17,17,103 equity shares of Rs. 10/- each at a premium of Rs.
 206/- per share to 19 shareholders of MEL on 6th April 2010. One of the
 shareholders of MEL viz, Bhukhanvala Holdings Private Limited (BHPL)
 who could not comply with SEBI guidelines was not allotted equity
 shares last year. On 22nd October 2010,
 
 the said BHPL was allotted 4,79,670 equity shares at a premium of Rs.
 148/- per share in accordance with SEBIs ICD Regulations after receipt
 of shareholders approval at the last annual general meeting.
 
 Employees Stock Option Scheme (ESOS), 2006
 
 Pursuant to the approval accorded by the Shareholders on September 16,
 2006, your Company had formulated the Employee Stock Option Scheme
 (ESOS), 2006, (hereinafter the Scheme”) for the benefit of the
 employees of the Company and its subsidiaries and for the Non Executive
 Directors (NEDs). The said scheme is administered by the Compensation &
 Remuneration Committee of the Board which has been empowered to issue
 and allot equity shares not exceeding an overall limit of 15,00,000
 equity shares under the Scheme which is valid for 7 years i.e. upto
 September 15, 2013.
 
 Under the said scheme, so far 14,00,000 stock options comprising
 13,00,000 stock options for employees and 1,00,000 stock options for
 NEDs was granted at an exercise price of Rs. 113/- per equity share. The
 stock options granted to eligible employees are performance linked
 options and have been granted with a vesting schedule spread over 4
 years, accordingly the vesting period extends uptil 12, 24, 36 and 48
 months respectively from the grant date. The exercise period is one
 year from the respective vesting date of the qualified vested options.
 The entire 1,00,000 stock options for NEDs has a vesting period of 12
 months from the grant date and an exercise period of one year from the
 respective vesting date.
 
 In accordance with the SEBI (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines, 1999 (hereinafter SEBI
 guidelines”), the details in relation to the options granted, vested,
 exercised, lapsed etc. under ESOS, 2006 , as on 31st March, 2011, are
 given as under:
 
 Description                      ESOS 2006
 
 Total Number of Options granted  1,32,625 options granted during the
                                  year.
 
 Pricing formula/Exercise price   Rs.113/-
 
 Number of Options vested         2,26,168
 
 Number of Options exercised      24,314
 
 Total No. of Shares allotted as 
 a result of exercise of Options  24,314
 during the year
 
 Number of Options lapsed         3,06,130
 
 Variation of terms of Options    N.A.
 
 Money realised by exercise of 
 Options                          Rs. 27,47,482/-
 
 Total Number of Options in force 4,21,331
 
 Grant to Senior Managerial 
 personnel                        20,000
 
 Grant to Non Executive Director 
 under the Scheme                 1,00,000 options for the financial 
                                  period ended 31st March 2010
                                  and 12,625 options for the financial 
                                  year ended 31st March 2011
 
 Employees who were granted 5% or 
 more of the Total Number of      None
 Options granted during the year
 
 Employees who were granted 
 Options equal to or exceeding 1% None
 of the issued capital of the 
 Company at the time of grant
 
 Diluted Earnings per Share 
 pursuant to issue of shares on 
 exercise                         Rs. 1.52
 of Option calculated in 
 accordance with AS 20
 
 Difference between the employee 
 compensation cost computed       Rs. 4,770,795/-
 using the intrinsic value of 
 Stock Options and the employee
 compensation cost that shall 
 have been recognised had the
 fair value of Options, being 
 used.
 
 Impact of this difference on 
 profits of the Company           Negative
 
 Impact of this difference on 
 EPS of the Company               Rs. 0.10
 
 Weighted average exercise 
 price;                           Rs. 113/-
 
 Weighted average fair value of 
 Options for options whose 
 exercise                         Rs. 150/-
 price either equals or exceeds 
 or is less than the market 
 price of the share.
 
 Description  of  the  method  
 and  significant  assumptions  
 used                             Black Scholes Method
 during the year to estimate the 
 fair value of Options, including 
 the following weighted – average 
 information:
 
 (a) Risk-free interest rate,     5.39%
 
 (b) Expected life                18 months
 
 (c) Expected volatility          73.72%
 
 (d) Expected dividends and       0
 
 (e) The price of the underlying 
 share in the market at the 
 time of                          Rs. 150.25 
 Option grant.
 
 Directors
 
 In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr.
 Walter Saldanha, Mr. Yash Mahajan, Mr. Utpal Sheth and Mr. Pramod
 Khera, Directors of the Company, retire by rotation at the ensuing
 Annual General Meeting and being eligible are due for re-appointment.
 
 Management Discussion And Analysis
 
 A separate report on the Management Discussion and Analysis is attached
 as a part of the Annual Report.
 
 Corporate Governance
 
 Effective corporate governance is necessary to retain the trust of
 stakeholders and to achieve business success. Corporate governance is
 about commitment to values and ethical business conduct. It is about
 how an organisation is managed. It includes its corporate and other
 structures, its culture, policies and the manner in which it deals with
 various stakeholders. As shareholders across the globe evince keen
 interest in the practices and performance of companies, corporate
 governance has emerged at the centre stage of the way the corporate
 world functions. Corporate governance is vital to enable companies to
 compete globally in a sustained manner and let them flourish and grow.
 
 A separate Report on Corporate Governance is attached and forms part of
 the Annual Report. The Auditors Certificate regarding compliance of
 the conditions of Corporate Governance is also annexed.
 
 Directors Responsibility Statement
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956:
 
 (i) That in the presentation of the annual accounts for the year ended
 31st March, 2011, applicable accounting standards have been followed
 and that there are no material departures;
 
 (ii) That they have, in the selection of the 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 the Company for
 the year ended 31st March, 2011 and of the profit of the Company for
 the year ended on that date;
 
 (iii) That 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;
 
 (iv) That the annual accounts have been prepared on a going concern
 basis.
 
 Consolidated Financial Statements
 
 Your Directors have pleasure in attaching the Consolidated Financial
 Statements pursuant to Clause 32 of the Listing Agreement entered into
 with the Stock Exchanges and prepared with the Accounting Standards 21
 issued by the Institute of Chartered Accountants of India.
 
 Subsidiary Companies
 
 Last year the Company had acquired the education division viz., Maya
 Academy of Advanced Cinematics (MAAC) of Maya Entertainment Ltd. (MEL)
 through the takeover of 89.66% equity shares of MEL. The balance shares
 of 10.34% in MEL which was held by Intel Inc., USA were also acquired
 on receipt of approval by Intel from Reserve Bank of India on 1st
 February 2011. MEL has thus become a wholly owned subsidiary of the
 Company. In terms of the Listing Agreement, MEL is Material Non-listed
 Indian Subsidiary of the Company as the turnover of MEL has exceeded
 20% of the consolidated turnover of Aptech and its subsidiaries as on
 the close of the accounting year ended 31st March 2011. As required
 under the listing agreement, Mr. C. Y. Pal who is one of the
 Independent Directors on the Board of the Company has been appointed as
 a director on the Board of Directors of MEL with effect from 30th May
 2011.
 
 During the year, an application made by Aptech Manpower Services
 Limited, a wholly owned subsidiary under Easy Exit Scheme 2011 was
 approved by the Ministry of Corporate Affairs and accordingly the said
 company has been dissolved effective 21st April 2011.
 
 The Ministry of Corporate Affairs (MCA) vide its circular no.
 51/12/2007-CL-III dated 8th February 2011 has granted general exemption
 under Section 212(8) of the Companies Act, 1956 to holding companies
 from attaching the accounts of their subsidiaries in their annual
 reports subject to fulfillment of certain conditions prescribed. The
 Board of Directors of the Company at its meeting held on 30th May 2011
 noted the provisions of the said circular and passed the necessary
 resolution granting the requisite approval for not attaching the
 Balance Sheet, Profit & Loss Account, Report of the Board of Directors
 and Report of the Auditors of each of the subsidiary companies to the
 accounts of the Company for the year ended 31st March 2011. The Company
 will make available these documents/details upon request by any member
 of the Company. These documents/details will be available on the
 Companys website (www.aptech-worldwide.  com) and will also be
 available for inspection by any member of the Company at its registered
 office during Companys business hours.  A summary of key financials of
 Companys subsidiaries is also included in this Annual Report giving
 following information in aggregate for each subsidiary including
 subsidiary of subsidiary: (a) Capital (b) Reserves (c) Total Assets (d)
 Total Liabilities (e) Details of Investment (f) Turnover (g) Profit
 Before Taxation (h) Provision for Taxation (i) Profit After Taxation
 (j) Proposed Dividend.
 
 Conservation of Energy, Technology Absorption, Research & Development
 and Foreign Exchange Earnings and Outgo
 
 Conservation of Energy
 
 Adequate measures are taken to conserve energy although the Companys
 operations are low energy intensive.
 
 Technology Absorption
 
 Your Company continues to use the latest technologies for improving the
 productivity and quality of its services.
 
 Research & Development
 
 Technological obsolescence is certain. We encourage continuous
 innovation and research and development for measuring future challenges
 and opportunities.
 
 Foreign Exchange Earnings and Outgo
 
 The details of Foreign Exchange Earnings and Outgo are given in B 21
 under Schedule 16.
 
 Particulars of Employees
 
 Particulars of employees pursuant to Section 217(2A) of the Companies
 Act, 1956 read with Companies (Particular of Employees) Rules, 1975, as
 amended, forms part of this Report. However, as permissible under
 Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being
 sent to all the Members of the Company excluding the aforesaid
 information. The said particulars are made available at the Registered
 Office of the Company. The Members desirous of obtaining the same may
 write to the Company Secretary at the Registered Office of the Company.
 
 Re-Appointment of Statutory Auditors
 
 At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co.,
 Chartered Accountants who are the Statutory Auditors of the Company,
 will retire and being eligible, have offered themselves for
 re-appointment as the Companys Auditors. In terms of the provisions of
 Section 224(1B) of the Companies Act, 1956, the Company has obtained a
 written confirmation from M/s. Khimji Kunverji & Co. that their
 re-appointment, if made, at the ensuing Annual General Meeting, would
 be in conformity with the limits specified in the said Section.
 
 Fixed Deposits
 
 During the period under review, your Company has not accepted or
 invited any deposits from the public.
 
 Insurance
 
 All the properties of the Company have been adequately insured.
 
 Acknowledgement
 
 Your Directors wish to acknowledge all their stakeholders and are
 grateful for the excellent support received from the Shareholders,
 Bankers, Financial Institutions, Government authorities, esteemed
 corporate clients, customers and other business associates. Your
 Directors recognise and appreciate the hard work and efforts put in by
 all the employees of the Company and their contribution to the growth
 of the Company in a very challenging environment.
 
                            For and on behalf of the Board of Directors
 
                            Rakesh Jhunjhunwala  Ninad Karpe
                            Chairman             Managing Director & CEO
 
 Place : Mumbai
 
 Date : 30th May, 2011