Dear Shareholders,
 
 The Directors of your Company have pleasure in presenting herewith the
 18th Annual Report of your Company together with the audited accounts
 for the Financial Year ended 31st March 2012
 
 1.  Financial Performance :
 
 The consolidated and standalone audited financial results for the year
 ended 31st March 2012 are as follows:
 
                                                  (Rs. in million)
 
 Particulars                     Consolidated     Standalone
                                 Year Ended       Year Ended
                                 Audited         Audited
 
                        31.03.2012   31.03.2011  31.03.2012   31.03.2011
 
 Sales and other 
 Income                 15,224.36    13970.24    10920.37     10617.73
 
 Profit ( )/Loss(-) 
 Before                   1945.30     4083.07     2444.80      4363.05
 tax
 
 Provision for Tax         574.74      677.74      555.77       474.37
 
 Net Profit ( )/Loss(-)  1,370.56     3405.33     1889.03      3888.68
 after tax
 
 Minority interest and       15.2       38.61 
 equity in earnings/
 (losses) in affiliates/ Pre
 acquisition Loss/(profit)
 
 Net profit for the year 1,355.36     3366.72     1889.03      3888.68
 Appropriations
 
 Interim Dividend             -         13.20        -           -
 
 Proposed Dividend on       45.62       57.59       28.99        57.59
 equity shares
 
 Corporate Tax on            5.57       (0.30)       4.70        (0.29)
 distributed dividend
 
 Transfer to Debenture     209.39      349.95 
 
 Redemption Reserve
 Transfer to General        99.45      389.11       94.45       388.87
 Reserve
 
 2.  Dividend:
 
 Based on the Company''s performance, and keeping in view future fund
 requirements of the Company, Your Directors have recommended a dividend
 of Rs.0.30 per Equity Share (15% on face value of Rs.2/-each) for the
 Financial year ended as on 31st March, 2012, which on approval at the
 forthcoming Annual General Meeting, will be paid:
 
 (i) to those Equity Shareholders, holding shares in physical form,
 whose name appear on the Register of Members of the Company at the
 close of business hours on 21st September 2012 after giving effect to
 all valid transfers in physical form lodged with the Company or its
 Registrar and Share Transfer Agent till 21st September 2012
 
 (ii) to those beneficial owners, holding shares in electronic form,
 whose name appear in the statement of beneficial owners furnished by
 the Depositories to the Company as at the close of business hours on
 21st September 2012
 
 The final dividend on the Equity Shares, if approved by the members
 would involve a cash outflow of Rs.41.63 million including dividend tax
 for the Financial Year 2011-12 as against total dividend payout of
 Rs.66.92 million for the previous year
 
 The register of members and share transfer books will remain closed
 from 22nd September 2012 to 26th September 2012 (both days inclusive).
 The Annual General meeting of the Company will be held on 26th
 September 2012.
 
 3.  Transfer to Reserves:
 
 The Company proposes to transfer Rs.94.45 million (Previous year Rs.388.87
 million) to the General Reserve out of the amount available for
 appropriations. An amount of Rs.9,055.70 million (Previous year Rs.7,294.81
 million) has been proposed to be retained in the Profit and Loss
 Account.
 
 4.  Operating Results and Business:
 
 In year 2011-12, Company''s performance was quite satisfactory and has
 shown a CAGR over a period of 5 years of 39.1% on consolidated basis
 and 32.7% on standalone basis.
 
 We enjoy long-term annuity relationships with both private schools as
 well as government customers, ranging from three to five years. Our
 revenues are predictable & locked in for three to five years on account
 of the contractual nature of our business.
 
 In the smartclass ™ segment, we have added 6114 new customers taking
 the total number of schools to 12652 as on March 31, 2012 as compared
 to 6538 as on March 31, 2011.
 
 In Edureach (formerly ICT) business segment, we have an ongoing
 partnership with twelve state Governments and are catering to 11535
 Government schools in various states as on March 31, 2012 as compared
 to 10572 Government schools in various states as on March 31, 2011.
 
 On Standalone basis Company''s Total revenue increased to Rs.10,920.37
 million as on March 31, 2012 from Rs.10,617.73 million as on March 31,
 2011, registering a growth of 2.85%.The profit before tax and after
 prior period items stand at Rs.2444.80 million as on March 31, 2012 as
 against Rs.4,363.05 million as on March 31, 2011.The profit after tax
 stands at Rs.1,889.03 million as on March 31, 2012 as against Rs.3,888.68
 million as on March 31, 2011.
 
 On Consolidated basis Company''s Total revenue increased to Rs.15,224.36
 million as on March 31, 2012 from Rs.13,970.24 million as on March 31,
 2011, registering a growth of 8.98%. The profit before tax and after
 prior period items stands at Rs.1,945.30 million as on March 31, 2012 as
 against Rs.4,083.07 million as on March 31, 2011. The profit after tax,
 minority and pre-acquisition profits stands at Rs.1,355.36 million as on
 March 31, 2012 as against Rs.3,366.72 million as on March 31, 2011.
 
 Segmental Performance (Standalone):
 
 The EBIT margins in the School learning solutions (SLS) Segment of the
 Company for the year amounted to Rs.4,275.39 million or 40.81% of SLS
 revenues as on March 31, 2012 as compared to Rs.5,201.96 million or
 52.08% of SLS revenues as on March 31, 2011.
 
 The EBIT margins in the Higher learning solutions (HLS) segment of the
 Company for the year amounted to Rs.43.48 million or 32.03% of HLS
 revenues as on March 31, 2012 as compared to Rs.48.26 million or 28.57%
 of professional development revenue as on March 31, 2011.
 
 The EBIT margins in the K-12 Segment of the Company for the year
 amounted to Rs.13.81 million or 97.85% of K-12 segment revenues as on
 March 31, 2012 as compared to Rs.8.99 million or 34.37% as on March 31,
 2011.
 
 The EBIT margins in Online and Retail segment of the Company for the
 year amounted to Rs.-19.01 million as on March 31, 2012 as compared to
 Rs.-59.48 million of Online and Retail revenues as on March 31, 2011.
 
 Expenditure(Standalone):
 
 Cost of Goods Sold (COGS) has increased to 35.38% of our revenue as on
 March 31, 2012 from 26.91% as on March 31, 2011. This increase is on
 account of product upgradation and depreciation in rupee.
 
 Personnel expenses have increased to 16.20% of our revenue as on March
 31, 2012 from 13.34% as on March 31, 2011. This increase is due to the
 fact that our company is growing rapidly.
 
 Administration & other expenses have increased to 13.73% as on March
 31, 2012 from 8.61% of our revenue as on March 31, 2011.
 
 Our Profit after tax amounted to Rs.1,889.03 million or 17.30% of revenue
 as on March 31, 2012 as compared to Rs.3,888.68 million or 36.62% of
 revenue as on March 31, 2011.
 
 5.  Changes in Capital Structure :
 
 Authorized Share Capital
 
 Shareholders of the company on 26th July, 2011 by passing special
 resolution through postal ballot approved increase in Authorised Share
 Capital of the Company.
 
 Authorised Share Capital of the Company is Rs.30,00,00,000/- (Rupees
 Thirty crore) divided into 15,00,00,000 (Fifteen crore) equity shares
 of Rs.2/- (Rupees Two) each.
 
 Issued and Paid-up Share Capital
 
 During the year under review, the Company allotted 4,84,405 Equity
 Shares of face value of Rs.2/- each upon exercise of stock options by the
 eligible employees/Directors of the Company/subsidiaries under Employee
 Stock Option Scheme 2006.
 
 On 20th April 2011, the Company has allotted 35,129 Equity Shares of
 the face value of Rs.2/- each at a premium of Rs.536/- per share on
 Preferential Basis under Chapter VII of SEBI (ICDR) Regulations, 2009.
 
 Post 31st March, 2012 & till 13th August 2012, the Company has allotted
 5,33,894 Equity Shares of face value of Rs.2/- each upon exercise of
 stock options by the eligible employees/Directors of the
 Company/subsidiaries under Employee Stock Option Scheme 2006.
 
 Shareholders of the Company through Special Resolution passed in the
 Extra Ordinary General Meeting of the Company held on 16th July, 2012
 approved Preferential Issue of Equity Shares and Warrants as per the
 provisions of Chapter VII of SEBI (ICDR) Regulations, 2009 to Promoter
 and Non Promoter Group.
 
 Further the Company has allotted following Equity Shares and Warrants
 as per the provisions of Chapter VII of SEBI (ICDR) Regulations, 2009;
 
 (a) 43,04,661 Equity Shares of the face value of Rs.2/- each at premium
 of Rs.191.74 to Promoter Group Entity.
 
 (b) 1,85,03,419 Equity Shares of the face value of Rs.2/- each at premium
 of Rs.147.16 to Non Promoter Group.
 
 (c) 1,14,79,096 Warrants at Issue price of Rs.193.74 convertible in to
 equal number of Equity Shares of the Face Value of Rs.2/- each to
 Promoter Group Entity. 25% of the Warrant price have been received and
 the balance 75% of the Warrant Price will be payable within a period of
 18 months from the date of allotment.
 
 The paid up capital after taking the effect of changes as above, stood
 at Rs.23,88,11,808/- consisting of 119,405,904 shares of the face value
 of Rs.2/- each as on 13th August 2011.
 
 6.  Foreign Currency Convertible Bonds
 
 US$ 80 Million Zero Coupon Foreign Currency Convertible Bonds
 
 Post Balance Sheet date the Company has redeemed outstanding US$ 78.5
 Million Zero Coupon FCCBs at 141.087 redemption premium of principal
 amount on July 26, 2012. Out of US$ 80 Million Zero Coupon FCCBs raised
 in Financial Year 2007-08 for 5 years US$ 1.5 million Zero coupon FCCBs
 were converted in to 20,710 Equity shares of Rs.10/- each in the F.Y
 2007-08.
 
 US$ 10 Million Zero Coupon Foreign Currency Convertible Bonds
 
 Post Balance Sheet date the Company has raised US$ 10 million, Zero
 Coupon Foreign Currency Convertible Bonds for redemption of outstanding
 FCCB. The Bond holders, as per the agreement, have the option to
 convert these bonds into equity shares, at a price of Rs.188.62 per share
 with in 5 years and 1 day from the date of disbursement. The FCCB is
 redeemable at a premium of 34.07 % on principal after 5 year and 1 day.
 The FCCB has been raised for purposes of redemption of existing FCCB.
 
 7.  13.5% Secured, Redeemable, Non-Convertible Debentures & External
 Commercial Borrowings.
 
 Non-Convertible Debentures
 
 The Company on 24th May, 2012 has allotted 350, 13.5% Secured Non-
 Convertible Debentures of the face value of Rs.10,00,000/- each
 aggregating to Rs.35 crore Above mentioned Debentures are issued in DEMAT
 form and are listed on Bombay Stock Exchange Limited.
 
 Further Company on 20th July, 2012 has allotted 100, 13.25% Secured
 Non-Convertible Debentures of the face value of Rs.10,00,000/- each
 aggregating to Rs.10 crore.
 
 External Commercial Borrowings
 
 After Balance sheet date, the Company has raised US$ 70 million through
 External Commercial Borrowing (ECB) comprising US$ 30 million from
 International Financial Corporation (IFC) a member of the World Bank
 Group and US$ 40 million from Société De Promotion Et De Participation
 Pour La Coopération Économique (PROPARCO), a French development
 financial institution. The ECB has a term of 8.5 years with a 3 years
 moratorium and the coupon rate is LIBOR   4.5%. The ECB has been raised
 for purposes of redemption of existing FCCB.
 
 8.  Subsidiaries/Joint Venture/Associates of the Company:
 
 As on March 31, 2012, Company had 52 Subsidiaries, 2 Joint ventures
 having 3 Subsidiaries & 1 Associates. During the Year the Company has
 sold its stake in Zeebo Interactive Studio Pvt Ltd.
 
 9.  Particulars required as per section 212 of the Companies Act, 1956:
 
 Ministry of Corporate Affairs, vide its circular dated February 8, 2011
 has granted general exemption from attaching the Balance Sheet, Profit
 and Loss Account and other documents of the subsidiary companies with
 the Balance Sheet of the Company.
 
 Board of Directors of the company in its meeting held on 30th May 2012
 consented for not attaching the balance sheet of the subsidiary
 companies. A statement containing brief financial details of the
 Company''s subsidiaries for the financial year ended March 31, 2012 is
 included in the Annual Report. The annual accounts of these
 subsidiaries and the related detailed information will be made
 available to any member of the Company/its subsidiaries seeking such
 information at any point of time and are also available for inspection
 by any member of the Company/its subsidiaries at the registered office
 of the Company. The annual accounts of the said subsidiaries will also
 be available for inspection, as above, at the head offices/registered
 offices of the respective subsidiary companies. The Company shall
 furnish a copy of details of annual accounts of subsidiaries to any
 member on demand.
 
 Further the annual report of the Company contains the consolidated
 audited financial statements prepared, pursuant to Clause 41 of The
 Listing Agreement entered into with the stock exchanges and prepared in
 accordance with the accounting standards notified by Ministry of
 Corporate Affairs under Accounting Standard Rules 2006.The financial
 data of the subsidiaries has been furnished along with the statement
 pursuant to Section 212 of the Companies Act, 1956 forming part of the
 Annual Report.
 
 10.  Directors:
 
 Board of Directors of Educomp Solutions Limited comprises of two
 Executive Promoter Directors namely Mr. Shantanu Prakash, Chairman cum
 Managing Director and Mr. Jagdish Prakash, Whole Time Director and five
 Independent Non-Executive Directors, namely Mr. Shonu Chandra, Mr.
 Sankalp Srivastva, Mr. Gopal Jain. Dr. Shayama Chona and Mr. Rajiv
 Krishan Luthra.
 
 On 26th July, 2012 Mr. Manav Saraf was appointed as additional
 directors by the Board in the category of Non Independent
 Non-Executive. Mr. Gopa Jain has resigned from the Board with effect
 from 27th July, 2012.
 
 Mr. Manav Saraf will hold office of the Additional Director up to the
 date of the ensuing Annual General Meeting. Board proposes to
 regularize him as Director in the forthcoming Annual General Meeting.
 
 As per section 255 and 256 of the Companies Act, 1956 Dr. Shayama
 Chona, and Mr. Shonu Chandra are the Directors liable to retire by
 rotation and further being eligible, offers themselves for
 re-appointment at the ensuing Annual General Meeting. Board recommends
 their re-appointment for your approval.
 
 The brief resume and other details relating to the directors, who are
 to be appointed/ re-appointed as stipulated under Clause 49(IV)(G) of
 the Listing Agreement, are furnished in the Notice of AGM forming part
 of the Annual Report.
 
 The Company also has Audit Committee which is constituted as per
 requirement of Section 292A of the Companies Act, 1956 and Clause 49 of
 Listing Agreement. Audit Committee has 4 members out of which 3 are
 Non-Executive Independent Directors and one is Executive Director.
 Chairman of Audit Committee is Independent Non-Executive Director.
 
 After resignation of Mr. Gopal Jain w.e.f. 27-07-2012 he ceases to be
 the member of the Audit Committee.
 
 11.  Statutory Disclosures:
 
 None of the Directors of your Company is disqualified as per provision
 of section 274(1)(g) of the Companies Act, 1956. The Directors of the
 Company have made necessary disclosures, as required under various
 provisions of the Act and Clause 49 of the Listing Agreement.
 
 12.  Human Resource Management:
 
 Educomp is an equal opportunity employer with total employee strength
 of 16,609 as on March 31, 2012 as compared to 13,917 as on March 31,
 2011.
 
 Educomp''s HR policies and processes are aligned to effectively drive
 its expanding business and making inroads into emerging opportunities.
 The Company has a suitable recruitment and human resource management
 process, which enables us to attract and retain high caliber employees.
 Company has created incentive driven remuneration policies which act as
 an effective retention tool.
 
 13.  Directors Responsibility statement:
 
 In pursuance of provisions of Section 217(2AA), we hereby confirm that:
 
 1) That in the preparation of the Annual Accounts for the period ended
 as on 31st March 2012, the applicable Accounting Standards have been
 followed and no material departure has been identified.
 
 2) Accounting Policies have been consistently applied in a reasonable
 and prudent manner so as to give true and fair view of the state of
 affairs of the Company for the financial year ending 31st March 2012
 and of the Profit and Loss Account for the financial year ending as on
 31st March 2012
 
 3) Proper and sufficient care has been taken for the maintenance of
 adequate records in accordance with the applicable provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 4) The Annual Accounts for the Financial Year ended on 31st March 2012
 have been prepared on the going concern basis.
 
 14.  Auditors & Auditors'' Report:
 
 M /s Anupam Bansal & Co, Chartered Accountants & M/s. Haribhakti & Co.,
 Chartered Accountants Joint statutory auditors of the Company, will
 retire at the conclusion of the ensuing Annual General Meeting of the
 Company. M/s Anupam Bansal & Co, Chartered Accountants has shown his
 unwillingness for reappointment as Statutory Auditor. M/s. Haribhakti &
 Co., Chartered Accountants being eligible have expressed their
 willingness for appointment as statutory auditors of the company and
 have confirmed that appointment, if made, will be within the prescribed
 limits under Section 224 (1B) of the Companies Act, 1956.
 
 The notes on accounts referred to in the auditors'' report are self-
 explanatory and therefore don''t call for any further comments by the
 Board of directors.
 
 There are no qualifications or adverse remarks in the Auditors'' Report
 which require any clarification or explanation.
 
 15.  Share Registration Activity:
 
 Company has appointed LINK INTIME INDIA PRIVATE LIMITED a category-I
 Registrar and Share Transfer Agent reregistered with SEBI to handle the
 work related to Share Registry.
 
 16.  Consolidated Financial Statements:
 
 As required under the Listing Agreements with the Stock Exchanges
 Consolidated Financial Statements of the Company and all its
 subsidiaries are attached. The consolidated Financial statements have
 been prepared in accordance with Accounting standard 21 ,Accounting
 standard 23 and Accounting standard 27 issued by The Institute of
 Chartered Accountants of India and showing the financial resources,
 assets, liabilities, income, profits and other details of the Company
 and its subsidiaries as a single entity, after elimination of minority
 interest.
 
 17.  Listing of Shares:
 
 The Equity Shares of your Company are listed on National Stock Exchange
 of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The
 Listing fee for the year 2012-13 has already been paid to BSE and NSE.
 
 19.  Quality Initiatives:
 
 Reinforcing its commitment to high levels of quality, a ISO 9001:2008
 Certification was awarded in application of ICT (Information and
 Communication Technology) related to computer- aided learning, training
 and computer literacy projects in schools.
 
 20.  Conservation of energy, technology absorption, adoption and
 Innovation, foreign exchange earnings and outgo:
 
 The particulars are prescribed under section 217(1) (e) of the
 companies Act, 1956, read with the Companies (Disclosure of particulars
 in the report of Board of Director s) Rules, 1988 are set out in an
 Annexure A attached to this report.
 
 21.  Ratings, Awards, Achievements & Recognitions: Ratings
 
 Credit Analysis & Research Ltd, or CARE, has revised/affirmed the
 following ratings in relation to our long term and short term financing
 facilities:
 
 Long term facilities: Revised ''CARE A'' (Single A) rating to ''CARE A ''
 (Single A Plus) to our long term facilities i.e. facilities having
 tenure of more than one year, aggregating to Rs.382.70 crore.
 
 Short term facilities : Revised CARE A1 ( A One) to CARE A1  ( A One  )
 to our short term facilities i.e. facilities having tenure of less than
 one year, aggregating to Rs.410 crore.
 
 Commercial Paper : Reaffirmed CARE A1 ( A One) for the CP Issue for
 Rs.100 crore. Reaffirmed CARE A1  ( A One ) for the CP Issue for Rs.80
 crore (carved out of working capital issues).
 
 In September 2010, Fitch, Inc. assigned us a long-term issuer rating of
 ''A (ind)'' and an ''F1'' rating for both our short-term debt and working
 capital facilities.
 
 Dun & Bradstreet assigned a 5A1 rating to us. The rating comprises two
 parts, a rating of our financial strength (5A) and a rating based on a
 composite credit appraisal (1). The former is an indication of our
 tangible net worth whilst the latter is linked to the level of risk in
 our business and is an overall evaluation of creditworthiness. The 5A1
 rating, in summary, reflects that we have a tangible net worth in
 excess of Rs.645,950,000 and that the overall creditworthiness is high.
 
 Awards, Achievements & Recognitions:
 
 Educomp Solutions won three prestigious awards - Best Education
 Company to work with, Best Innovative K 12 School and Best
 Education Webinar Series at the Indian Education Awards (IEA) 2012 at
 a glittering ceremony on 28th April 2012. In March 2012 Business Today
 featured Educomp is one of the Top 10 best companies to work for in
 2011 in its - People Strong Best Companies to Work For, study.
 
 Educomp featured in Asia''s ''Best under a billion'' list released by
 Forbes Asia (15-Sep-2011). Educomp is among the 35 Indian companies who
 have made the mark. In its definitive Ranking of India''s Biggest
 Companies, Business World (October 24, 2011), chose Educomp in 2 of its
 lists of top 500 biggest companies in India. Educomp features in top
 500 non financial companies with a rank of 217. We are also ranked 39th
 of the top 500 in the list of The Biggest Employers. Shantanu Prakash
 our Managing Director & CEO was conferred with the prestigious Wisitex
 International Shiksha Ratna of the Decade Award 2011 (14-Sep-2011).
 Malgosia Green who heads our Learnhub business was named one of the 20
 Young Women in Power by Canadian Business Magazine (30-Aug-2011).
 
 Our JRE Business School was selected as ''Asia''s Promising Business
 Schools'' by World Brand Congress in Singapore from amongst B-schools of
 29 countries on 22nd July 2011. Educomp and its associate companies won
 the highest number of awards at the 2011 edition of the prestigious
 World Education Awards held on 14th July. Among the awards bagged by
 Educomp were Best Public Choice Award for Innovation in Teaching
 Pedagogy bagged by Educomp R&D for EFES (Empowering Facilitators with
 Effective Strategies); Best Public Choice Award for Learning Initiative
 of the Year bagged by Educonnect: Language Connects (Educomp- IndiaCan
 English Speaking Program), and AuthorGen Technologies (an Educomp
 subsidiary) won the Best Public Choice Award for Innovation in Open &
 Distance Learning. On 5th July 2011, Sangeeta Gulati, CFO of Educomp
 received the prestigious Business Today Best CFO award in the category
 ''Sustained Wealth Creation (mid size)'' from Finance Minister, Mr.
 Pranab Mukherjee. Educomp was conferred with Excellence Award by
 Institute of Economic Studies on 30th June 2011 and Soumya Kanti,
 President of Edureach (PPP & ICT Division of Educomp) was awarded the
 Udyog Rattan Award. Franchise India presented Entrepreneur of the
 Year award to Educomp CEO, Mr. Shantanu Prakash in April 2011. The
 awards were organized by: Indian Education Awards 2011 to recognize
 and acknowledge the initiatives and achievements of certain individuals
 and institutions that have contributed significantly towards the growth
 of the education sector in India in the recent times. Dare Magazine in
 its April 2011 issue chose Shantanu in its list of Inspiring 50
 Entrepreneurs – 2011 because Shantanu Prakash, founder of Educomp, is
 the man who is responsible for bringing the much-awaited change in the
 Indian education system. In March 2011 Shantanu Prakash, won the
 prestigious ET Now ''Leap of Faith'' Award in the category of Education.
 
 22.  Report on Corporate Governance and Management Discussion &
 Analysis
 
 Committed to good corporate governance practices, your company fully
 conform to standards set out by SEBI and other regulatory authorities
 and has implemented and complied with all of its major stipulations. As
 per clause 49 of the Listing Agreement, a report on Corporate
 Governance along with Compliance Certificate from the Practicing
 Company Secretary and Management Discussion and Analysis Report are
 annexed and forms part of this Annual Report.
 
 23.  Code of Conduct:
 
 As per Clause 49 (I) (D), the Board of the Company has laid down Code
 of Conduct for all the Board members of the Company and Senior
 Management as well and the same has been posted on Website of the
 Company. Annual Compliance Report for the year ended 31st March 2012
 has been received from all the Board members and senior management of
 the Company regarding the compliance of all the provisions of Code of
 Conduct. Declaration regarding compliance by Board members and senior
 management personnel with the Company''s Code of Conduct is hereby
 attached as annexure to this report.
 
 24.  Notes to Accounts:
 
 They are self-explanatory and do not require any explanations.
 
 25.  Particulars of employees:
 
 In Terms of the provisions of 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 the employees are set out
 in the annexure to the Director''s Report.
 
 26.  Group
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities comprising ''Group'' are disclosed in the Annual Report for
 the purpose of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 27.  Public Deposits:
 
 During the year, The Company has not accepted any deposits within the
 meaning of the provisions of Section 58A of the Companies Act, 1956.
 
 28.  Employees Stock Option Schemes (ESOPs)
 
 The exponential growth of the Company has, in large measure, been
 possible owing to the wholehearted support, commitment and teamwork of
 its personnel. Accordingly, the Company has introduced ESOP-2006,
 ESOP-2007 , ESOP-2008, ESOP-2010 and ESOP-2011 for its employees and
 employees of its subsidiary companies.
 
 The details of options granted under ESOP-2006, ESOP-2007, ESOP – 2008,
 ESOP – 2010 and ESOP – 2011 is attached as Annexure B,
 
 Post 31st March 2012, Pursuant to shareholders resolution dated 16th
 July 2012, Company has implemented ESOP Scheme 2012 and the
 remuneration committee of Board of Directors of the Company has granted
 2600000 Stock Options Employees / Director of the Company and its
 Subsidiaries under ESOP Scheme 2012
 
 A certificate from Statutory Auditors, with respect to the
 implementation of the Company Employee''s Stock Option schemes, would be
 placed before the shareholders at the ensuing Annual General Meeting,
 and a copy of the same shall be available for inspection at the
 registered office of the Company.
 
 29.  Disclosure Pursuant To Clause 5A of Listing Agreement
 
 Pursuant to insertion of clause 5A in listing Agreement as per SEB
 notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009 the
 details in respect of the shares lying in the suspense account till
 March 31, 2012 is as under.
 
 Description                         No. of Cases     No. of Shares
 
 1.  Aggregate number of shareholders     3              750 
     and the outstanding shares
     in the initiation of suspense 
     account.
 
 2.  Number of shareholders who           0                0
     approached the Company for transfer
     of shares from suspense account
     during the year 2011-12
 
 3.  Number  of shareholders  to  whom    0                0
     shares were transferred from suspense
     account during the year 2011-12
     aggregate number of shareholders and 3              750
     the outstanding shares in the suspense
     account lying as on March 31, 2012
 
 All the unclaimed shares are being credited to a DEMAT suspense account
 and all the corporate benefits in terms of securities, accruing to on
 these unclaimed shares shall be credited to such account. Voting rights
 on these shares shall remain frozen till the rightful owner of such
 shares claims the shares.
 
 30.  Corporate Governance:
 
 The Company has always been committed to maintain the highest standards
 of Corporate Governance and adhere to the Corporate Governance
 requirements as set out by Statutory Bodies.
 
 With a view to strengthening the Corporate Governance framework, the
 Ministry of Corporate Affairs has incorporated certain provisions in
 the Companies Bill 2009. The Ministry has issued a set of voluntary
 guidelines in the second half of December 2009 for adoption by the
 companies.  The Guidelines broadly outline conditions for appointment
 of directors (including independent directors), guiding principles to
 remunerate directors, responsibilities of the Board, risk management,
 the enhanced role of Audit Committee, rotation of audit partners and
 firms and conduct of secretarial audit. Your company is already by and
 large complying with the voluntary guidelines Corporate Governance
 various requirements, it has initiated appropriate action for
 compliance.
 
 31.  Acknowledgement:
 
 Your Directors wish to place on record their appreciation for the
 Co-operation and support received from the Government and Semi-
 Government agencies.
 
 Your Directors are also thankful to all the bankers and financial
 institutions for their support to the Company. The Board places on
 record its appreciation for continued support provided by the esteemed
 customers, suppliers, consultants and shareholders.
 
 The directors also acknowledge the hard work, dedication and commitment
 of the employees of the Company and its subsidiaries. The enthusiasm
 and unstinting efforts of the employees have enabled the Company to
 continue being a leading player in the Education field.
 
                           For and on Behalf of the Board of Directors
 
 Place : Gurgaon                                    (Shantanu Prakash)
 
 Date : 13th August, 2012                 Chairman & Managing Director