Dear Members,
 
 The Directors have pleasure in presenting their report for the year
 ended 31st March 2011 together with the Balance Sheet as at 31st March
 2011 and the Profit and Loss account for the year ended on that date.
 
 Performance Review
 
 Your company''s performance has been significant this year on revenues
 as well as on reach and spread in its market space. Your company has
 grown spectacularly in revenues on Academics, Test Preps, Skill
 development training, Employment and Careers, and knowledge sharing on
 the move. Your company has been broadly carrying out business in the
 four business streams viz., Online retail learning and careers
 solutions (LAMPSGLOW), in-campus schools and college support
 [V1DHYADHANA), Skill development training on employability (EDSEED),
 knowledge sharing solutions on the move (HUMTHUM). This year, your
 company has signed up with Gujarat Government on Skill Development
 Centers (SUCs), with 1L&FS education for moving their e-learning
 contents for K thru 12 into its online portal, with Sreeram Coaching
 Point (SCP) for CA courses online, among several other such
 relationships for growth. Your company has sustained margins of
 business, thanks to the well researched technology-led business model
 that seamlessly services students and job seekers online with
 affordable rates using Broadband and easy-to- reach internet enabled
 devices. Your company has launched a path-breaking solution for
 humanity to share their knowledge and information on the move using
 their low-cost smartphones. This product called HUMTHUM has already
 gained significant acceptance with over 100,000 users downloading its
 apps from mobile phones. Your company has signed up with SAMSUNG and
 BLACKBERRY to move learning and career solutions in Mobile phones to
 reach the unreached in breadth and width of the country.
 
 During the year, your company increased its reach into Schools through
 Vidhyadhana. Your company has also spread its wings across India with
 Dealers and Distributors selling the online learning and career
 solutions through instant and seamless mobile based transfers of
 credits on payment.
 
 Going forward, your company has plans to multifold its reach to service
 with a target of 1 Crore user base in the next 1 year with a worldwide
 reach as target.  This is achievable considering the fact that your
 
 Financial Highlights                             (Rs.)in lakhs
 
                          Audited consolidated    Audited consolidated
 
 Particulars              financial statement for financial statement for
                          the year ended          the year ended
                          March 31st 2011         March 31st 2010
 
 Total Income                  10777.29              5268.30
 
 Total Expenditure              5285.36              2886.69
 
 Profit Before Tax              5491.93              2381.61
 
 Less: Provision for Income Tax 1121.56               436.55
 
 Add( )/Less(-) Provision for 
 Defered Tax                     201.36               143.05
 
 Profit After Tax               4169.01              1802.01
 
 Less: Provision for Dividend 
 & Dividend Distribution Tax     554.72               421.39
 
 Balance of Profit Carried to 
 Balance Sheet                  3614.29              1380.62
 
 Company''s solutions are now in Mobile phones, Tablets, DTH technologies
 apart from Laptop and Desktop connecting Internet. Moreover, the
 Content-on-Lease (CoL) model, another path-breaking solution from your
 company has ensured that world-class contents and solutions from
 third-party content owners are portable and usable to the community at
 large without having to spend time, money, and effort in every such
 content.
 
 Overall, the year has been a landmark year for the company having grown
 in revenues, technology, reach and spread, collaborating world-class
 brands to bring out the learning and career solutions to the needy
 instantly and seamlessly.
 
 Dividend
 
 Your Directors are pleased to recommend a final dividend of 30% (Rs. 3/-
 per Equity share ofRs. 10/-) for the year ended 31.03.2011. After
 approval by the shareholders at the ensuing Annual General Meeting, the
 dividend will paid in line with the applicable regulation.
 
 Fixed Deposit
 
 During the year under review, the Company has not accepted any Fixed
 Deposit from the public.
 
 Capital Issues During the Year (upto the date of this report)
 
 1-Allotment of equity shares 2987804 Equity Shares on Qualified
 Institutional Placement:
 
 During the year the company has allotted 2987804 Equity Shares at a
 price ofRs. 205/- Per share ie., Rs.10/- each, at a premium ofRs. 195
 aggregating to an extent of Rs. 61,24,99,820 to Qualified Institutional
 Buyers.
 
 2. Issue of 336235 equity shares on preferential basis to
 Non-Promoters:
 
 During the year the company has issued 3,36,235 Equity Shares at a
 price ofRs.. 214/- per share i.e. Rs.  10/- each at a premium ofRs. 204/-
 aggregating to an extent ofRs. 7,19,54,290 to the non- promoters of the
 company.
 
 3. Issue of 11,68,224 Equity Warrants to non-promoters:
 
 During the year the company has issued 11,68,224 Equity warrants at a
 price ofRs. 214 per warrant i.e.,10/- each at a premium of 204/- per
 warrant aggregating to an extent ofRs. 25,00,00,000 on Preferential Basis
 to Non-Promoters.
 
 4.  Issue of equity shares 19930 Equity Shares and 467290 Equity
 Warrants on preferential basis to Non Promoters:
 
 During the year the company had issued 19930 Equity Shares of 7 10/-
 each, and 467290 Fully Convertible Equity warrants of 710/- each for
 cash at a price ofRs. 214/- per warrant/share i.e. 7 10/- each at a
 premium of 7 204/- aggregating to an extent of 7 10,42,65,080 on
 preferential allotment basis to the Non-Promoters of the Company
 
 5. Issue of 155763 equity shares to non-promoter by conversion of fully
 convertible warrants:
 
 During the year the company had issued 1,55,763 shares of face value 7
 10/- each for cash at a price of 7 214/- per share i.e. 7 10/- each at
 a premium ofRs. 204/-aggregatingto 7 3,33,33,282/- on preferential basis
 to a non-promoter
 
 6. Issued 16,00,000 GDRs underlying 80,00,000 Equity Shares at an Offer
 Price of USD 14.93 PerGDR(lNR132.49Pershare).
 
 During the year the company had issued 16,00,000 GDRs underlying
 80,00,000 Equity Shares at an Offer Price of USD 14.93 per GDR (INR
 132.49 per share] aggregating to 7 1,05,99,10,560/- to THE BANK OF
 NEWYORKMELLONDR
 
 Subsidiary Company
 
 Vidhyadhana Education P Ltd., is a wholly owned subsidiary company
 incorporated in the year 2009. The company works with schools in 3
 different business models viz., Online ERP services, Hitech School
 Solutions, Investment based end-to-end infrastructure support
 solutions, Vidhyadhana has increased its presence this year into a
 number of schools compared to lastyear.
 
 A statement in respect of details of subsidiary company viz Vidhyadhana
 Eduction Private Limited pursuant to Section 212 of the Companies Act,
 1956 is attached herewith to this report
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the Directors'' report, Balancesheet and Profit & Loss account of
 our subsidiaries. The Ministry of Corporate Affairs, Government of
 India vide its circular no. 2/2011 dated February 8,2011 has provided
 an exemption to companies from complying with Section 212, provided
 such companies publish the audited consolidated financial statements in
 the Annual Report. Accordingly, the Annual Report 2010-11 does not
 contain the financial statements of our subsidiaries. The audited
 annual accounts and related information of our subsidiaries, where
 applicable, will be made available upon request. These documents will
 also be available for inspection during business hours at our
 registered office in Chennai, India. The same will also be published on
 our website
 
 Directors
 
 Mr.S.Arvind, Director of the company retire at the ensuing Annual
 General Meetingof the company pursuant to the provisions of Section 255
 of the Companies Act, 1956 and he being eligible, seekre-appointment.
 
 Auditors
 
 The Statutory Auditors, M/s. Raj and Ravi, Chartered Accountants,
 retire at the conclusion of the ensuing Annual General Meeting and are
 eligible for re-appointment for the current financial year. The
 auditors have expressed their willingness to continue in office if
 re-appointed. Your Board recommends their re-appointment.
 
 Particulars as required under Section 217(1)(E) of the Companies Act,
 1956
 
 A) Conservation of Energy
 
 Though the company has not carried on any manufacturing activities, it
 had taken steps to conserve energy in its office/godown use, consequent
 to which energy consumption has been minimized. No additional
 Proposals/Investments was made to conserve energy. Since the company
 has not carried on any industrial activities, disclosures regarding
 impact of measures on cost of production of goods, total energy
 consumption, etc. Are not applicable.
 
 B) Technology Absorption
 
 The company has not adopted/intend to adopt any technology for its
 business and hence no reporting is required to be furnished under the
 heading,
 
 C) Foreign Exchange Earnings & Outgo
 
 - Foreign Exchange earnings : 731,16,02,000/-
 
 - Foreign Exchange outgo : 718,11,833/-
 
 Particulars of Employees Pursuant to Section 217(2A) of the Companies
 Act, 1956
 
 As required under the provisions section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of employee are set out in
 the Annexure to this report.
 
 Directors'' Responsibility Statement The Directors confirm that
 
 a)In the preparation of the annual accounts, the applicable accounting
 standards have been followed
 
 b> Appropriate accounting policies have been selected and applied
 consistently and judgements and estimates made are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the company as on 31st March, 2011 and of the profit of the company for
 the year ended 31st March, 2011
 
 c)Proper and sufficient care have been taken 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) The annual accounts have been prepared on a going concern basis.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, Corporate Governance Report and Auditor'' certificate
 regarding compliance of the same are made part of this Annual Report
 and the Employees.
 
 Acknowledgements
 
 The Directors acknowledge with gratitude and wish to place on record
 their appreciation for the valuable support and kind co-operation
 extended to the company by the Company''s Bankers, Financial
 Institutions, Government Authorities, Shareholders,
 
                          For and on behalf of the Board of Directors
 
 Date:    30.08.2011                                     S.Giridharan
 
 Place:   Chennai                                      Chairman & CEO