The Directors present their Fifteenth Annual Report together with the
 Audited Accounts for the period ended 31st March, 2012
 
 FINANCIAL RESULTS:
 
 The Financial Results for the period ended 31st March, 2012 are
 summarized below:
 
                                                            (Rs.in Lakhs)
 
 Particulars          Consolidated  Standalone  Consolidated  Standalone
                      for 2011-12   for 2011-12 for 2010-11   for 2010-11
 
 Income from Operations   8639.45       1550.97     7909.12     2375.09
 
 Expenditure              6492.60       1342.85     6275.58     2157.96
 
 Operating Profit (PBDIT) 2146.85        208.12     1633.54      217.13
 
 Interest                  213.60        133.80      128.09       61.89
 
 Depreciation               61.10         34.02       83.38       55.80
 
 Profit before Tax        1872.15         40.30     1422.07       99.44
 
 Provision for Income Tax   25.97          7.47       10.43        6.53
 
 Deferred Tax               -8.29         -5.86       -6.65       -5.46
 
 Profit / Loss after 
 Tax but before 
 extraordinary items      1854.47         38.68     1418.30       98.37
 
 Extraordinary items 
 - Minority Interest       857.81                    642.86
 
 Net Profit carried to 
 Balance Sheet             996.65         38.68      775.44       98.37
 
 CONSOLIDATED PERFORMANCE:
 
 Your Directors are pleased to present the financial results of the
 company for the year under review.  Your Company has posted a turnover
 of Rs. 8639.45 lakhs. and net Profit of Rs. 996.65 lakhs. In view of
 the increased needs of working capital consequent to expansion
 activities planned by the company, your Directors are of the view that
 Profits should be ploughed back into the system so as to attain the
 desired growth levels.
 
 STANDALONE PERFORMANCE:
 
 Your Directors are pleased to inform you that the revenues of the
 company stood at Rs. 1550.97 lakhs and net Profit Rs. 38.68 lakhs as
 against revenues of Rs. 2375.09 Lakhs, net Profit of Rs. 98.37 lakhs
 for the previous year.
 
 RESEARCH AND DVELOPMENT:
 
 Your Directors are happy to note that during the year the company has
 spent sizable amount towards R & D in e-learning space. The Company
 continues to invest in innovating and developing state of the art
 technologies that are core to providing key solutions in different
 industry verticals of interest. This includes critical investments in:
 
 - Comprehensive e-learning solution
 
 - Improving assets in the e-Governance
 
 - Technology & Solutions for Shipping & Ports
 
 - Insurance Technology & solutions
 
 A big thrust was made last year in the aforesaid areas in R&D. In the
 space of e-learning, big strides have been made to not only have a two
 way video interactivity, but also chat both in ''open'' as well as
 ''private'' environments. This is coupled with a robust e-learning
 support system having full fledged e- content upload, on line testing,
 online submission of assignment and their valuation, attendance
 tracking etc.
 
 Carve out product offerings from our portfolio of projects and long
 running product-line programs - this included Integrated Treasury
 Management, PACE G2C framework and upcoming paperless office for
 e-Governance Projects.
 
 CTIL LTD rebranded and productized its G2C service delivery framework
 adapted from first large scale e-Governance project in India in the
 form of PACE - was instrumental in winning and delivering G2C services
 in a large government portal.
 
 We hope that this R & D initiative will yield good results and boost up
 our revenues in the coming years. 
 
 DEPOSITS:
 
 The Company has not accepted any deposits from the public during the
 year under review.
 
 AUDITORS:
 
 M/s Balaji Viswanath & Co, chartered Accountants, Hyderabad, Statutory
 Auditors of the Company will retire at the conclusion of this Annual
 General meeting. However, being eligible they offer themselves for
 reappointment and confirmed that their reappointment will be within the
 limits specified under section 224(1B) of the Companies Act, 1956.
 
 AUDITORS REPORT:
 
 The Auditors comments on the company''s accounts for the year ended 31st
 March, 2012 are self explanatory in nature and do not require any
 explanation as per the provision of section 217 (3) of the Companies
 Act. 1956.
 
 INSURANCE:
 
 All the fixed Assets and movable assets of the company are adequately
 insured.
 
 CHANGES IN THE SHARE CAPITAL)
 
 The Company has got only one class of shares i.e. equity shares. The
 Authorised Share Capital of the Company presently stands at Rs.50.00
 Crores. Paid-up share of the company stands at Rs. 223855540.  During
 the year 3230554 shares of Rs. 10 each were issued at a premium of Rs.
 17 to selected persons other than promoters upon conversion of equity
 share warrants. The company has forfeited application money on 669446
 Warrants due to non- payment of allotment money.
 
 DIRECTORS
 
 Mr. PVV Satyanarayana, Director retires by rotation at the ensuing
 Annual General Meeting and being eligible, offers himself for
 re-appointment.
 
 Mr. P. Gurukrishna, Director retires by rotation at the ensuing Annual
 General Meeting and has offered himself for reappointment.
 
 Mr. Raj Kosaraju, Director retires by rotation at the ensuing Annual
 General Meeting and being eligible, offers himself for re-appointment.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 Pursuant to the requirements of Section 217 (2AA) of the companies
 Act,. 1956, it is hereby confirmed:
 
 (a) that in preparation of annual accounts for the year ended 31st
 March, 2012, the applicable accounting standards have been followed and
 that no material departures have been made from the same.
 
 (b) that the Directors 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 financial year and of the
 profit of the Company for year ended on that day.
 
 (c) that the Directors 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 fraud and other
 irregularities:
 
 (d) that the Directors have prepared the annual accounts for the year
 31st March, 2012 on a going concern basis:
 
 PARTICULARS OF EMPLOYEES:
 
 In accordance with the provisions of Section 217 (2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employee) Rules,
 1975, the particulars of Employees of the Company are - NIL.
 
 CONSERVATION OF ENERGY ETC, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGHN EXCHANGE EARNINGS & OUTGO.
 
 Information required under section 217 (1)(e) of the companies Act 1956
 read with the Companies (Disclosure of particulars in the report of the
 Board of Directors) Rules 1988 are provided herein below:
 
 Conservation of Energy:
 
 The operations of our Company are not energy-intensive. However to
 ensure reduction in consumption of energy, we are constantly evaluating
 new technologies, mechanism, investments to make infrastructure more
 energy efficient.
 
 Some of the energy conversation initiatives.
 
 a.  Walls and Roofs are properly insulated.
 
 b.  Turning off all lights in all the work places when not in use.
 
 c.  Turning off the Air Conditioners during non peak hours and
 holidays.
 
 d.  Effective management of ventilation to ensure good air quality.
 
 e.  Installation of energy efficient lighting.
 
 f.  Using energy efficient computers and equipment,.
 
 A.  Technology Absorption - The Company has constantly upgraded its
 technology to the latest in the Global Market, for both its training
 centers and software development.
 
 B.  Research and Development : Your Company is constantly working to
 build a state of Art Research and Development Centre to enhance the
 quality of its products.
 
 C.  Benefits derived from such Research and Development: As the
 customer uses the end product, the benefit from the customer
 satisfaction will be ultimately passed on to the company in terms of
 increase in sales
 
 D.  Foreign Exchange earnings and outgo
 
                                    (Rs. in Lakhs)
 
                                 2011-12   2010-11
 
 Foreign Exchange Earnings       1534.82   1955.81
 
 Foreign Exchange Outgo             5.89     49.46
 
 SUBSIADIARY COMPANIES:
 
 Company has got the following companies as subsidiaries:
 
 1.  Spry Resources India Pvt Ltd
 
 2.  ACE BPO Services Pvt Ltd
 
 3.  CTIL Infrastructure Pvt Ltd
 
 4.  CTIL Media Pvt Ltd
 
 5.  CTIL Hong Kong Ltd
 
 6.  Compulearn Middle East FZC
 
 7.  ASTUS Technologies INC, USA
 
 As required under section 212 of the Companies Act, 1956 financial
 statements of subsidiary companies mentioned at 1 to 7 above are
 enclosed with this Annual Report along with Directors report and
 Auditor''s Report on these financial statements.
 
 CONSOLIDATION OF FINANCIAL STATEMENTS:
 
 The Consolidated Financial Statements, as prescribed by Accounting
 Standards 21 read with 23 issued by the Institute of Chartered
 Accountants of India, are Annexed to this Annual Report.
 
 CORPORATE GOVERNANCE:
 
 The report on the corporate governance is annexed which forms a part of
 this report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis for the year under review as
 stipulated under Clause 49 of the Listing Agreement with the Bombay
 Stock Exchange is presented as a separate Section forming part of this
 report.
 
 PERSONNEL:
 
 Relations with the employees continued to be cordial throughout the
 year. Your Directors place on record the appreciation for the efforts,
 dedication and active participation of employees in various initiatives
 during the year under review:
 
 ACKNOWLEDGEMENTS:
 
 We express our Heart felt gratitude and thanks to our Company''s
 Bankers, Shareholders, customers and various Central and State
 Government Agencies and Local authorities for their continued support
 during the year. We also wish to place on record our sincere
 appreciation of unstinted support and co- operation extended by all the
 personnel at various levels of the Organization. Our growth was made
 possible by their hard work, solidarity, co-operation and support all
 along so far and we look forward for the same in the years to come and
 we wish to maintain whole heartedly continuing relationship with all
 the above.
 
 Place: Hyderabad          For and on behalf of the Board of Directors
                           of CTIL LIMITED
 
 Date : 03.09.2012        (formerly known as COMP-U-LEARN TECH INDIA LTD)
 
                              Sd/-                   Sd/-
 
                        P.V.V. Satyanarayana         K. Ramesh
 
                            Chairman             Executive Director