1.  The CFS of the Group have been prepared and presented for the year
 ended 31st March, 2011 against period of fifteen months in previous
 period i.e. from 1st January, 2009 to 31st March, 2010 (the period).
 The previous period figures do not include figures of Maya
 Entertainment Limited (MEL) which became the subsidiary of the Company
 from April 2010. Therefore the figures of current year are not
 comparable with previous period.
 
 2.  During the year ended 31st March, 2011:
 
 i) In terms of share purchase agreement dated 27th January, 2010 the
 Company has acquired 89.66% of shareholding in Maya Entertainment
 Limited (MEL) on 23rd April, 2010 for consideration of Rs. 88,781,916/-
 in cash and issue of 1,717,103 and 479,670 equity shares at Rs. 216 and Rs.
 158 per share respectively. The balance 10.34% shares in MEL, owned by
 a non resident company (INTEL) also to be acquired by the Company for
 cash subject to approval of Reserve Bank of India (RBI) to be obtained
 by seller. The said permission by RBI has been received in February 1,
 2011.  Accordingly, these shares which are in process of being
 transferred in favour of the company have been considered as Investment
 by the company in financial statement under report. The requisite
 amount for the said 10.34% holding of INTEL in Maya Entertainment
 Limited has already been parked in Escrow account. Although the MEL had
 become subsidiary w.e.f. 23rd April, 2010, the financial statement of
 the Group is including MEL financial statements from 01st April,
 2010, in accordance with Accounting Standard (AS) 21 Consolidated
 Financial Statements.
 
 ii) Subsequently, the excess/deficit of cost to the Group of its
 investment in the said subsidiary company over its share of the net
 worth in the consolidated entities at the respective dates on which the
 investment in such entities are made is recognised in the CFS as
 Goodwill on consolidation amounting of Rs. 683,206,848/-. Out of the
 total purchases consideration of MEL sum of Rs. 50,000,000/- has been
 parked in escrow agency to be adjusted for any claim arising over
 period of two years.
 
 iii) The Company has invested in Aptech Philippines Incorporation,
 Philippines through its subsidiary Aptech Global Investments Limited,
 Mauritius, with a stake of 40% holding, for expansion of education and
 training in information technology. The same has been accounted in CFS
 as per equity method in accordance with the AS-23 Accounting for
 Investments in Associates in Consolidated Financial Statements.
 
 3.  The CFS of Aptech Ventures Limited (AVL) includes Financial
 Statements of its wholly owned and controlled subsidiary Aptech
 Investment Enhancers Limited (AIEL). The AIEL has acquired 19.50% as a
 long-term investment and 2.91% as a short-term investment, to be
 offloaded on the IPO listing as per the definitive agreement signed in
 March 2009 in BJB Career Education Company Limited (Investee Company)
 in which the holding is 22.41%. Although the Group has a Board
 representation,
 
 considering its non participation in the financial and operational
 decision making process, management is of the considered view that
 there is little influence in the investee companys decision making
 process and therefore considers this investment as merely strategic and
 cannot be termed as an Associate in term of provisions of Accounting
 Standard 23 – Accounting for Investment in Associates in Consolidated
 Financial Statements (AS 23), for the purpose of being reflected, as
 such, in the books of accounts. Accordingly, the investment made in the
 Investee Company has been reflected as an investment at the acquisition
 cost in term of provisions of Accounting Standard 13 – Accounting for
 Investment (AS 13).
 
 4.  Capital Commitments and Contingent Liabilities:
 
                                                          Amount in Rs.
 
 Particulars                                As on 31st     As on 31st
                                           March, 2011    March, 2010
 
 A.  Capital commitments:
 
 Estimated amounts of contracts remaining 
 to be executed on capital account and not   9,748,660      6,584,401 
 provided for
 
 B.  Contingent liabilities in respect of:
 
 i) Claims against the Company not 
 acknowledged as  debts                    104,554,702     98,268,772
 
 ii) Counter guarantee to bank for 
 projects                                   286,80,426     31,426,669
 
 iii) In respect of Tax matters             13,809,562          -
 
 5.  In accordance with Accounting Standard (AS) 11 The Effects of
 Changes in Foreign Exchange Rates AGLSM SDN.BHD, Malaysia, Aptech
 Venture Limited (AVL), Aptech Investment Enhancers Limited (AIEL),
 Aptech Global Investment Limited (AGI), (located in Mauritius) is
 considered as integral operation. Aptech Worldwide Bangladesh Limited,
 Bangladesh is considered as integral operation but due to operational
 difficulties the translation procedures relating to addition to fixed
 assets, income and expenses are worked out at average rates. Brazil
 S.A. is considered as non-integral operation.
 
 6.  The reporting period of Aptech Wordlwide Bangladesh Ltd.,
 Bangladesh is October to September. The figures of the said Subsidiary
 are consider in CFS upto September, 2009. In case of ACE Educação
 Profissional do Brasil S.A. the unaudited financial statements up to
 31st December, 2010 were considered in CFS. There are no material
 transactions in the above subsidiaries between the reporting period of
 the Group and the reporting period of the Company.
 
 7.  The Group Companys subsidiary, Aptech Investment Enhancer Limited,
 Mauritius (AIEL) received dividend of Rs. 325,500,387/- from Beijing
 Aptech Beida Jade Bird IT Education Company Limited, China (BJBC).
 
 8.  Based on the resolution for Employee Stock Option Scheme (Scheme)
 approved by the shareholders on 16th September, 2006, the Aptech
 Employees Stock Options Trust - 2006 (Trust) was set up on 6th
 December, 2006 and 15,00,000 Warrants of Rs. 1/- each have been granted
 by the Company to the Trust on 12th March, 2007.
 
 The employees/directors were granted 1,165,000 stock options on 19th
 March, 2007 effective from 4th May, 2007 post Fringe Benefit Tax
 clarification. 1,065,000 stock options were issued to eligible
 employees and 100,000 stock options to Non Executive Directors.
 1,065,000 stock options granted to eligible employees have been granted
 with a vesting schedule comprising 159,750, 213,000, 266,250 and
 426,000 stock options over a vesting period of 12, 24, 36 and 48 months
 respectively from the grant date and an exercise period of one year
 from the respective vesting dates. The right to exercise 50% of the
 vested stock options shall be subject to the employees continuance of
 service with the Company on the exercise date, 25% of the vested stock
 option shall be subject to achievement of KRA (Key result area) as
 decided by the Managing Director and balance 25 % of the vested stock
 option shall be based on financial performance with reference to
 budgets.
 
 During the year 226,168 options were vested with the employees. The
 options have been repriced at Rs.113/- as against the formula approved by
 Shareholders based on the powers given by the Shareholders to the Board
 to alter, vary and modify the scheme. The stock option discount in the
 aforesaid scheme, computed as per SEBI guidelines from the date of
 grant viz. 19th March, 2007, is being amortised on a straight line
 basis over the vesting period. Accordingly, during the year
 proportionate net recovery of Rs. 4,759,055/- (Previous period Rs.
 16,024,205/-), has been included in Salaries and other allowances in
 the schedule of Payments to and Provisions for Employees (Schedule
 13) as ESOP Compensation Cost. The said cost is net of recoveries of
 Rs. 201,613/-(Previous period Rs. 201,485/-) made from ESOPs granted to
 employees of wholly owned subsidiaries.  During the year, 306,130 stock
 options (Previous period 444,089) have lapsed/forfeited/expired and
 reversal of discount charge aggregating Rs. 14,344,814/- (Previous period
 Rs. 30,963,414/-) has been credited to Salaries and other allowances in
 the schedule of Payments to and Provisions for Employees (Schedule
 13) as ESOP Compensation Cost. The net reserve as reflected in
 Schedule 2 under ESOP-2006 scheme is net of ESOP Outstanding account
 Rs. 19,461,019/- (Previous year Rs. 30,633,975/-) and Deferred Employee
 Compensation Account Rs. 809,823/- (Previous year Rs. 5,120,563/-).
 
 During the year, 264,832 (Previous year 197,764) stock options were
 exercisable against which 24,314 (Previous year 48,350) were exercised.
 Accordingly Rs. 4,607,503/-(Previous period Rs. 9,162,325/-) was
 transferred from Employee Stock Options Outstanding (ESOP 2006) Account
 to Securities Premium Account in Schedule 3.
 
 9.  Aptech Training and Education Trust setup in Tamilnadu to which
 company had advanced Rs. 6,266,637/- (Previous year Rs. 6,266,637/-) in
 earlier years which are fully provided for. During the current year,
 full amount has been written off.
 
 10.  Application made by Aptech Manpower Services Limited, a wholly
 owned subsidiary under Easy Exit Scheme 2011 with Register of Companies
 Maharashtra on 14th January, 2011 has been approved by the Ministry of
 Corporate Affairs and accordingly, the said company stands dissolved
 effective 21st April 2011, hence the amount of Investment Rs. 500,000/-
 and Loans Rs. 490,376/- which was fully provided for has been written
 off.
 
 11.  In 2007, the Company and Asian Institute of Communication &
 Research (AICAR) had formed a strategic alliance to create a premier
 educational institute of world-class quality. The AICAR Business School
 is a world-class Residential Institute offering Graduate Students and
 Corporate the opportunity to enhance skills in the research and
 development of management and communication practices of a standard
 unparalleled in most other institutes.
 
 The two-year full time Post Graduate Diploma in Management offered by
 AICAR Business School is approved by the All India Council of Technical
 Education, New Delhi and is affiliated to the Directorate of Technical
 Education Board, Government of Maharashtra.
 
 The company has advanced of Rs. 62,999,662/- inclusive of interest
 (Previous year Rs. 55,558,230/-) to AICAR.
 
 12.  Sundry Debtors and Sundry Creditors and some Bank balances are
 subject to confirmation & reconciliation.
 
 Sundry Debtors are net of Rs. 77,311,907/- (Previous year Rs. 77,653,267/-)
 being the amounts payable to franchisees/vendors for services rendered
 to Institutional Clients by the Company, since as per the contract
 terms the same are payable only after the recovery from Institutional.
 
 In one of the subsidiary the disclosure under Sundry Debtors relating
 to amount outstanding for a period exceeding six months is not
 ascertained, in view of the system difficulty in allocating receipts
 against the proportionate revenue recognized on accrual basis.
 
 13.  Out of the dues receivable by the Company from one Institutional
 project which was completed, Rs. 7,598,755/- has been held back by the
 client during the period (Previous year Rs. 7,059,458) towards certain
 alleged non-fulfillment of the Contract Terms without giving the
 requisite details. The outstanding balance receivable by the Company as
 on 31st March, 2011 is Rs.156, 257,586 (Previous year 174,752,347).
 
 Further, the Company has to recover since long, Rs. 59,886,303/-
 (Previous year Rs. 59,886,303/-) from another institutional client who
 has held back Rs. 9,469,000 (Previous year Rs. 9,029,038/-) towards certain
 alleged non fulfillment of contract terms.  The Company has to recover
 Rs. 50,417,303/- (Previous year Rs. 50,857,265/-) over and above the
 aforesaid penalty. Against the aforesaid receivable, the Company has to
 pay the business partners Rs. 30,417,303/- (Previous year Rs. 30,778,365/-)
 only on recovery from the project client, after adjustment of penalty
 attributable to them.
 
 Pending the final outcome of the discussions/correspondence with the
 clients, as a measure of caution, the Company has provided in current
 year Rs. 3,157,586 as doubtful debt aggregating to Rs. 185,726,586/- as at
 31st March 2011 (as at end of Previous period Rs. 182,569,000/-).
 
 14.  Related Party Disclosures:
 
 a) Names of related parties and description of relation:
 
 i) Key Management Personnel : Mr. Ninad Karpe (w.e.f 1st April, 2009)
 Managing Director
 
 General description of the fair value of the plan
 
 Gratuity liability under the Payment of Gratuity Act, 1972 is accrued
 on actuarial valuation and funded through group gratuity scheme of the
 holding company administrated by ICICI Prudential Life Insurance
 Company Limited.
 
 B) Defined Contribution Plan –
 
 Amount recognized as an expense and included in the Schedule 13 -
 Contribution to Provident & Other Funds – Rs. 20,989,008/- (Previous
 year Rs. 25,581,522/-).
 
 15.  Deferred Tax
 
 Deferred Tax Asset on carry forward business losses/depreciation and
 other reversible timing differences has not been recognized as a matter
 of prudence.
 
 16.  Segmental Report for the year of the group is annexed.
 
 17.  A) Managerial remuneration to Managing Director (MD) and
 Executive Director (ED) under Section 198 of the Companies
 Act 1956:
 
 Notes:
 
 i.  The computation of net profits under Section 349 of the Companies
 Act, 1956 is not given since no commission is payable to any director.
 
 
 ii.  In determination of Managerial remuneration, certain perquisites
 have been valued in accordance with income Tax Act, 1961.  
 
 iii.  As the liabilities for gratuity and leave encashment are provided
 on an actuarial basis for the Company as a whole, the amounts
 pertaining to the directors are not included above.
 
 iv.  Under the Employee Stock Option Scheme 2006, Mr. Ninad Karpe,
 Managing Director & CEO was granted 265,000 stock options in three
 phases in April 2009.out of which during the year 140,219 stock options
 were lapsed as on 31st March, 2011.  
 
 v.  The Company has received approvals from the Central Government on
 dated 9th May, 2010 for waiver of excess remuneration of Rs. 4,681,225/-
 paid to the erstwhile Managing Director Mr. Pramod Khera during the
 period 01.01.2009 to 31.03.2009. The managerial remuneration for the
 year under report being in excess by Rs 2,503,601 limits specified
 under section 198 read with Schedule XIII of the Act, the application
 for the approval of Central Government for the waiver of such excess is
 being made by the company.
 
 vi.  In one of the subsidiary:
 
 a) In absence of profits during the previous year 2009-10 under audit,
 the payment of remuneration to the Managing Director approved by the
 shareholders, being in excess of the limits prescribed under Schedule
 XIII to the Companies Act, 1956, is subject to the approval of the
 Central Government. Pending such approval for which application has
 been made, the amount debited to the Profit and Loss Account includes Rs.
 3,046,718/- which is in excess of the limits prescribed under Schedule
 XIII to the Companies Act, 1956.
 
 b) Advance Recoverable in Cash or kind or Value to be received
 includes Rs. 856,539/- (P.Y. Rs. 856,539/-) (Maximum amount outstanding Rs.
 856,539/-) recoverable from one of the erstwhile Executive Director
 being excess remuneration paid in the earlier years.
 
 c) The remuneration paid to the then Managing Director for the
 financial year 2008-09 being in excess of the limits prescribed under
 the Act by Rs. 54,29,000, for which the Company had applied to the
 Central Government (CG) and on 31st August, 2009 the permission was
 granted by CG up to Rs. 53,40,000. As a result, the remuneration paid for
 that year become excess by Rs. 89,000. The said sum is recoverable by the
 Company from the said Managing Director.
 
 B) Some of the subsidiaries have paid Remuneration to Directors who in
 the opinion of the Company, do not wield as much powers of management
 of the affairs of the Company or of a particular function to be
 considered as a Whole-time Director. The employment of the director
 with the Company does not arise due to his position as a director,
 being an independent position. Hence in the Companys opinion, it is
 not required to comply with the provisions of the Companies Act, 1956
 pertaining to remuneration limits of director and disclosure thereof,
 etc.
 
 The company has relied upon an expert legal opinion obtained in this
 regard and also the latest circular (No.16/39/ CL–1–111/85 dated 26th
 June, 1987) issued by the Department of Company Affairs.
 
 18.  The dividend income, gain/loss on sale of investments/assets may
 not be comparable on year to year basis.
 
 19.  The figures for the previous accounting year have been
 regrouped/rearranged wherever necessary to correspond with the figures
 of the current year.