Dear Shareholders,
 
 The Directors of your Company have pleasure in presenting herewith the
 17th Annual Report of your Company together with the audited accounts
 for the Financial Year ended 31st March 2011
 
 1.  Financial Performance:
 
 The consolidated and standalone audited financial results for the year
 ended 31st March 2011 are as follows:
 
                                                   (Rs. in million)
 
 Particulars                     Consolidated           Standalone
 
                                  Year Ended            Year Ended
 
                                    Audited               Audited
 
                         31.03.2011  31.03.2010  31.03.2011  31.03.2010
 
 Sales and other Income    13970.24    11650.16    10617.73     8727.12
 
 Profit ( )/Loss(-) 
 Before tax                 4083.07     4391.73     4363.05     3718.27
 
 Provision for Tax           677.74     1584.19      474.37     1499.61
 
 Net Profit ( )/Loss(-)
 after tax                  3405.33     2807.54     3888.68     2218.66
 
 Minority interest and 
 equity in earnings/ 
 (losses) in affiliates/ 
 Pre acquisition              38.61       48.90           -           -
 
 Loss/(profit)
 Net profit for the year    3366.72     2758.64     3888.68     2218.66
 
 Appropriations
 
 Interim Dividend             13.20      103.24           -       94.93
 
 Proposed Dividend on 
 equity shares                57.59      187.67       57.59      171.72
 
 Corporate Tax on 
 distributed dividend         (0.29)      46.59       (0.29)      43.87
 
 Transfer to Debenture 
 Redemption Reserve          349.95        0.00           -           -
 
 Transfer to General 
 Reserve                     389.11      239.48      388.87      221.87
 
 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. 0.60 per Equity Share (30% on face value ofRs. 2/- each) for the
 Financial year ended as on 31st March, 2011, 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 16th September 2011 after giving effect to
 all valid transfers in physical form lodged with the Company or its
 Registrar and Share Transfer Agent till 16th September 2011
 
 (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
 16th September 2011
 
 The final dividend on the Equity Shares, if approved by the members
 would involve a cash outflow ofRs. 66.92 million including dividend tax
 for the Financial Year 2010-11 as against total dividend payout of Rs.
 305.83 million for the previous year
 
 The register of members and share transfer books will remain closed
 from 17th September 2011 to 24th September 2011 (both days inclusive).
 The Annual General meeting of the Company will be held on 24th
 September 2011.
 
 3.  Transfer to Reserves:
 
 The Company proposes to transfer Rs. 388.87 million (Previous year Rs.
 221.87 million) to the General Reserve out of the amount available for
 appropriations. An amount of Rs. 7294.81 million (Previous year Rs.
 3852.30 million) has been proposed to be retained in the Profit and
 Loss Account.
 
 4.  Operating Results and Business:
 
 In year 2010-11 , Company''s performance was quite satisfactory and has
 shown a CAGR over a period of 3 years of 28.5% on consolidated basis
 and 26.8% on standalone basis.
 
 On Standalone basis Company''s Total revenue increased to Rs. 10617.73
 million as on March 31, 2011 from Rs. 8727.12 million as on March 31,
 2010, registering a growth of 21.66%.The profit before tax and after
 prior period items increased to Rs. 4363.05. million (42.75% of Net
 Sales) as on March 31, 2011 from Rs. 3,718.27 million (44.68% of Net
 Sales) as on March 31, 2010.The profit after tax & prior period items
 increased to Rs.3888.68 million (38.10% of Net Sales) as on March 31,
 2011 from Rs. 2,218.66 million (26.66 % of Net Sales) as on March 31,
 2010.
 
 On Consolidated basis Company''s Total revenue increased to Rs.13970.24
 million as on March 31, 2011 from Rs. 11,650.15 million as on March 31,
 2010, registering a growth of 19.91%.The profit before tax and after
 prior period items increased to Rs.4083.07 million (30.22% of Net
 Sales) as on March 31, 2011 from Rs. 4,391.73 million (42.25 % of Net
 Sales) as on March 31, 2010.The profit after tax, minority and
 pre-acquisition profits & prior period items increased to Rs.3366.72
 million (24.92% of Net Sales) as on March 31, 2011 from Rs. 2,758.64
 million (26.54 % of Net Sales) as on March 31, 2010.
 
 The Company''s performance over the years has shown a consistent and
 upward trend. The Profit Before Depreciation, Tax & Interest & Misc.
 expenditure (operating profit) decreased by Rs. 212.91 million to Rs.
 5903.00 million (42.25% of total revenues) as on March 31, 2011 from
 Rs. 6,115.91 million (52.50% of total revenues) as on March 31, 2010.
 
 Segmental Performance (Standalone):
 
 The EBIT margins in the School learning solutions (SLS) Segment of the
 Company for the year amounted to Rs. 5201.96 million or 52.08% of SLS
 revenues as on March 31, 2011 as compared to Rs. 4,517.74 million or
 56.27% of SLS revenues as on March 31, 2010.
 
 The EBIT margins in the K-12 Segment of the Company for the year
 amounted to Rs.8.99 million or 34.37% of K-12 segment revenues as on
 March 31, 2011 as compared to Rs. 6.20 million or 7.11% as on March 31,
 2010.
 
 The EBIT margins in the Higher learning solutions (HLS) segment of the
 Company for the year amounted toRs. 48.26 million or 28.57% of HLS
 revenues as on March 31, 2011 as compared to Rs. 55.93 million or 28%
 of professional development revenue as on March 31, 2010.
 
 The EBIT margins in Online and Retail segment of the Company for the
 year amounted to Rs.-59.48 million as on March 31, 2011 as compared to
 Rs.-5.02 million of Online and Retail revenues as on March 31, 2010.
 
 Expenditure(Standalone):
 
 Personnel expenses have increased from 13.25% of our revenue as on
 March 31, 2011 from 11.45% as on March 31, 2010. This increase is due
 to the fact that our company is growing rapidly.
 
 Administration & other expenses have decreased to 9.81% as on March 31,
 2011 from 12.33% of our revenue as on March 31, 2010.
 
 We have benefited due to economies of scale and our net profits after
 tax for the year has registered a growth of 75.27%. Our Profit after
 tax amounted to Rs.3888.68 million or 36.62% of revenue as on March 31,
 2011 as compared to Rs. 2,218.66 million or 25.42% of revenue as on
 March 31, 2010.
 
 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 Smart Class™ segment,
 we have added 3461 new customers taking the total number of schools to
 6538 as on March 31, 2011 as compared to 3077 as on March 31, 2010.
 
 In Edureach (formerly ICT) business segment, we have an ongoing
 partnership with twelve state Governments & are catering to 10572
 Government schools in various states as on March 31, 2011 as compared
 to 15426 Government schools in various states as on March 31, 2010.
 
 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 as on 4th August 2011 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 4,74,102 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, 2007 & 2008.
 
 On 29th September 2010, Company in accordance with Chapter VII of SEBI
 (ICDR) Regulations, 2009, has allotted 55,643 Equity Shares on
 Preferential Basis. The said shares are under Lock in for a period of
 one year from the date of allotment.
 
 Post 31st March, 2011 & till 4th August 2011, Company has allotted
 4,53,434 Equity Shares of Rs.2/- each under Employee Stock Option
 Scheme 2006 & on Preferential Basis in accordance with Chapter VII of
 SEBI (ICDR) Regulations, 2009
 
 The paid up capital after taking the effect of changes as above, stood
 at Rs.19,19,95,660/- as on 4th August 2011.
 
 6.  Foreign Currency Convertible Bonds
 
 US$ 80 Million Zero Coupon Foreign Currency Convertible Bonds
 
 In year 2007-08, the company had issued at par 5-year, Zero Coupon
 Foreign Currency Convertible Bonds (FCCB) at an exercise price of
 Rs.2949.83 per share aggregating to US $ 80 million (Rs.3,237.60
 million as on the date of issue) for financing overseas acquisition,
 capital expenditure and other expenditure as per RBI regulation. As per
 terms and condition of the Offering Circular issued by the company for
 FCCB, the Bond are convertible by holders of the Bonds (the
 Bondholders) into fully paid equity shares of the company with full
 voting rights with par value Rs.2 per share of the Company (the
 Shares) at any time on or after 4th September 2007 (or such earlier
 date as is notified to the Bondholders by the Company) and prior to the
 close of business on 19th July 2012, unless previously redeemed,
 converted or repurchased and cancelled.
 
 The Bonds may be redeemed in cash in whole, but not in part, at their
 Early Redemption Amount, at the option of the Company at any time on or
 after 25th July 2009 and on and prior to 19th July 2012, subject to
 satisfaction of certain conditions. These bonds are redeemable at
 141.087% of the principal amount on July 26, 2012 unless previously
 converted, redeemed or purchased and cancelled. As on date US$ 78.5
 Million Zero Coupon Foreign Currency Convertible Bonds are outstanding.
 The Company intends raise fresh FCCB to utilize the proceeds to pay
 existing bondholders and will take necessary regulatory approvals, if
 applicable.
 
 7.  Subsidiaries/Joint Venture/Associates of the Company:
 
 As on March 31, 2011, Company had 50 Subsidiaries, 2 Joint ventures & 2
 Associates . Post March 31st, 2011 Company has acquired majority stake
 in Gateforum Education Services Pvt. Ltd. and it has become Subsidiary
 of the Company. Company has announced a new Joint Venture with Zeebo
 Inc., USA. by investing in Zeebo Interactive Studio Pvt Ltd which is an
 Associate Company.
 
 8.  Particulars required as per section 212 of the Companies Act, 1956:
 
 Ministry of Corporate Affairs, pursuant to the provision of Section
 212(8) of the Act, 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 2011
 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, 2011 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.
 
 9.  Directors:
 
 Board of Directors of Educomp Solutions Limited comprises of two
 Executive Promoter Directors namely Mr. Shantanu Prakash, Chairman cum
 Managing Director & CEO and Mr. Jagdish Prakash, Whole Time Director
 and five Independent Non-Executive Directors, namely Mr. Shonu Chandra,
 Mr. Sankalp Srivastava, Mr. Gopal Jain. Dr. Shayama Chona and Mr. Rajiv
 Krishan Luthra.
 
 As per section 255 and 256 of the Companies Act, 1956 Mr. Sankalp
 Srivastava and Mr. Rajiv K Luthra are the Directors liable to retire by
 rotation and further being eligible, offer 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.
 
 10.  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.
 
 11.  Human Resource Management:
 
 Educomp is an equal opportunity employer with total employee strength
 of 13,917 as on March 31, 2011 as compared to 12,101 as on March 31,
 2010.
 
 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.
 
 12.  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 2011, 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 2011
 and of the Profit and Loss Account for the financial year ending as on
 31st March 2011
 
 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 2011
 have been prepared on the going concern basis.
 
 13.  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 and being eligible have expressed their willingness for
 appointment as joint statutory auditors of the Company. They have
 confirmed that their 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.
 
 14.  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.
 
 15.  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.
 
 16.  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 2011-12 has already been paid to BSE and NSE.
 
 17.  Strategic Acquisitions / Joint Ventures :
 
 The Company in order to maintain & strengthen its leadership position
 in the industry has mad e following acquisitions and strategic
 investments
 
 (i) Vidya Mandir Classes
 
 Company acquired a strategic majority stake in Vidya Mandir Classes,
 India''s leading IITJEE Preparation Company. Vidya Mandir Classes has
 built an enviable reputation for providing high quality coaching to
 help students achieve success in their IITJEE and other engineering
 entrance examinations. Its teaching and learning methodologies are well
 recognized in the industry and proven by the high success rate of Vidya
 Mandir Classes students in their IITJEE and other engineering
 examinations.
 
 (ii) Zeebo Inc
 
 Company entered in to a joint venture with Zeebo Inc., a Qualcomm
 funded company to launch the first wireless educational platform for
 children in India
 
 (iii) Gate Forum Educational Services Pvt. Ltd
 
 Company acquired a majority stake in Gate Forum Educational Services
 Pvt. Ltd, India''s leading GATE test preparation company.
 
 (iv) India Education Fund
 
 With a view to pick up strategic minority investments in high growth,
 innovative companies in the education and allied sectors, Company has
 entered into a contribution agreement in relation to the India
 Education Fund (a SEBI registered venture capital fund with a
 commitment to invest Rs.500 million in the fund as an anchor
 contributor.
 
 18.  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.
 
 19.  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.
 
 20.  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.339.76 Crore.
 
 Short term facilities : Reaffirmed CARE A1 ( A One) formerly PR1(PR
 One) to our short term facilities i.e. facilities having tenure of less
 than one year, aggregating to Rs.327 Crore.
 
 Commercial Paper : Reaffirmed CARE A1 ( A One) for the CP Issue for
 Rs.70 Crore.
 
 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:
 
 Franchise India presented the Entrepreneur of the Year award to Mr.
 Shantanu Prakash in the Indian Education Awards 2011, organized 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.
 
 The April 2011 issue of Dare Magazine chose Shantanu Prakash in its
 list of 50 Inspiring 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. Leap of Faith Awards
 attempt to recognize the best and brightest of India''s young
 entrepreneurs; men and women who have stood against all odds and
 emerged winners.
 
 Sangeeta Gulati, our Chief Financial Officer, was presented with the
 ICAI Women CFO 2010 Award by the prestigious Institute of Chartered
 Accountants of India for exceptional performance and achievements as a
 chief financial officer and recently bagged best CFO award in Sustained
 Wealth Creation in mid-Size Category hosted by Yes Bank and Business
 Today.
 
 Shantanu Prakash won the Dataquest Pathbreaker of the Year Award for
 2010 in recognition of our business model, which aimed at making
 quality education available in schools across different parts of the
 country.
 
 15 students trained by IndiaCan secured positions in the top 50 highest
 scores in the Chartered Accountancy Intermediate exam results in May
 2010.
 
 In September 2010, we were conferred the e-India 2010 Citizen''s Choice
 #1 Award for Teaching Learning Paradigm through ICT Intervention in
 Digital Learning Magazine, in recognition of our achievement in
 ushering a whole new teaching learning paradigm in schools across
 India.
 
 21.  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.
 
 22.  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 2011
 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.
 
 23.  Notes to Accounts:
 
 They are self-explanatory and do not require any explanations.
 
 24.  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.
 
 25.  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.
 
 26.  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.
 
 27.  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 Employees Stock
 Option Scheme 2006 (ESOP-2006), Employees Stock Option Scheme -2007
 (ESOP-2007) , Employees Stock Option Scheme-2008 (ESOP-2008) and
 Employees Stock Option Scheme-2010 (ESOP-2010) for its employees and
 employees of its subsidiary companies.
 
 The details of options granted under ESOP-2006, ESOP-2007, ESOP - 2008
 and ESOP - 2010 is attached as Annexure B,
 
 Post 31st March 2011, the remuneration committee of Board of Directors
 of the Company has granted 1,11,385 Stock Options Employees / Director
 of the Company and its Subsidiaries under ESOP Scheme 2006 and ESOP
 Scheme 2007.
 
 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.
 
 28.  Disclosure Pursuant To Clause 5A of Listing Agreement
 
 Pursuant to insertion of clause 5A in listing Agreement as per SEBI
 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, 2011 is as under.
 
 Descrip
 -tion                                                   No. of
                                                          Cases  No. of
                                                                 Shares
 
 1.  Aggregate number of shareholders and the outstanding 
     shares in the initiation of suspense account.           3     750
 
 2.  Number of shareholders who approached the Company for 
     transfer of shares from suspense account                0       0
     during the year 2010-11
 
 3.  Number of shareholders to whom shares were transferred 
     from suspense account during the year                   0       0 
     2010-11
 
 4.  aggregate number of shareholders and the outstanding 
     shares in the suspense account lying as on              3     750
     March 31, 2011
 
 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.
 
 29.  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.
 
 30.  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
 
 Date : 04th August 2011                             (Shantanu Prakash)
 
 Place : Gurgaon                           Chairman & Managing Director