Dear Members,
 
 The Directors have pleasure in presenting the Eleventh Directors''
 Report together with the Audited Accounts of the Company for the year
 ended 31st March 2011.
 
 I.  FINANCIAL RESULTS
 
                                                         Rs. in Lakhs
                                                    Financial Results 
  Particulars                                      for the year ended
 
                                              31-Mar-11     31-Mar-10
 
 Total Revenue                                30,162.93     21,065.15
 
 Operating Profit                             15,304.01      9,598.42
 
 Depreciation                                   3,588.8      2,378.34
 
 Interest                                      1,927.84      1,032.20
 
 Profit/(Loss) before tax                     10,303.43      6,264.72
 
 Provision for Taxation                        3,006.90      1,924.43
 
 Profit after Tax                              7,296.53      4,340.29
 
 Add:Profit brought                            7,178.48      4,715.69
 forward from previous year
 
 Profit available for                         14,475.01      9,055.97
 appropriation
 
 Appropriations
 
 Transfer to Debenture                           327.17      1,090.83
 
 Redemption Reserve
 
 Proposed Dividend                               479.99        302.41
 
 Tax on Proposed                                  79.72         50.23
 Dividend
 
 Transfer to General                           7,000.00        434.03
 Reserve
 
 Balance Carried to                            6,588.13      7,178.48
 Balance sheet
 
 II.  Results of operations
 
 The Company''s performance in the year 2010-11 continued its upward
 trend and showed a healthy growth. The Company earned a total revenue
 of Rs.30162.93 Lakhs in the year 2010-11 as against Rs.21065.15 Lakhs
 in the year 2009-10. The Company''s total revenue growth has been 43%
 over the previous year. The operating profit for the year 2010-11 is
 Rs.15304.01 Lakhs as against Rs.9598.42 Lakhs for the year 2009-10.
 There is a significant increase of 59% in the operating profit when 
 compared to the last financial year. The Company has posted a profit 
 after tax of Rs.7296.53 Lakhs in the year 2010-11 as against 
 Rs.4340.29 Lakhs in the year 2009-10, registering a growth of 68% 
 over the previous year.
 
 III.  Appropriations
 
 The Directors have recommended a dividend of Rs.2.50/- per Equity Share
 (25% on par value of Rs.10/- each) for the financial year ended 31st
 March, 2011, which on approval at the ensuing Annual General Meeting,
 will be paid to all those Equity Shareholders whose names appear in the
 Register of Members as on 29th July, 2011. The total proposed dividend
 amount including the dividend tax shall be Rs.559.71 Lakhs, for the
 financial year 2010-11. Dividend (including dividend tax) as a
 percentage of profit after tax is 7.67% as on March 31, 2011.
 
 The register of members and share transfer books will remain closed
 from 30th July 2011 to 3rd August 2011, (both days inclusive). The
 Annual General Meeting of the Company is scheduled to be held on 3rd
 August, 2011.
 
 Rs.1,76,294/- remains unclaimed in the dividend account towards
 dividend declared for the financial year 2009-10.
 
 Transfer to Reserves:
 
 The Company proposes to transfer Rs.7000.00 Lakhs to the General
 Reserve out of the profits available for appropriations. An amount of
 Rs.6588.13 lakhs (Previous Year Rs.7178.48 lakhs) has been proposed to
 be retained in the Profit and Loss Account.
 
 IV.  OPERATING RESULTS AND BUSINESS OVERVIEW
 
 Instructional and Communication Technology [ICT]
 
 The Company acts as an education service provider for computer
 education, computer literacy, computer-aided learning education in
 Government schools through turn-key projects on a BOOT (Build Own
 Operate and Transfer) model and teachers'' training projects. The
 contract is usually for a period of 5 years. The Company is associated
 with 16 State Governments for implementing computer education in
 Government Schools. The Company is privileged to be the first private
 player to set up studio and provide VSAT enabled education to the 
 Government rural schools. The Company has built a strong brand image 
 with key policy makers for computer education in schools.
 
 During the year, the Company has signed an agreement with the Haryana
 State Government for implementing computer education in 213 Government
 schools in Haryana. The Company has also signed an agreement with the
 State Government of Himachal Pradesh for implementing computer
 education in 282 schools and also added 65 schools with the existing
 contract of the Government. The Company has also been awarded ICT
 contract for training programs in 12 ITI''s in Gudchoroli in Maharashtra
 State.
 
 The Company is currently operating in 6628 schools as compared to 5862
 schools in the year 2009-10. The revenue from ICT division is Rs.8527
 Lakhs for the year 2010-11.
 
 Virtual and Technology Enabled Learning Solutions [Vitels]
 
 The Company provides Education and Training solutions through satellite
 based Very Small Aperture Terminal [VSAT] technology. There has been
 significant growth in this division in terms of increase in the number
 of private schools as customers from 1017 schools in FY 09-10 to 1455
 in FY 10-11, from 1567 colleges in FY 09-10 to 1920 in FY 10-11, and
 from 46 retail centres in FY 09-10 to 59 in FY 10-11. The Company
 follows a student pay model in its ViTELS division. The revenue from
 ViTELS is Rs.21586 Lakhs in 2010-11.
 
 ViTELS -iSchool
 
 iSchool model is an initiative of the Company which combines the
 orthodox system of learning with digitized content and state-of-the-art
 teaching tools to make learning an interactive and enriching
 experience. Besides empowering teachers to help students understand
 complex and tedious concepts with ease, iSchool model merges all the
 technological requirements in schools to emerge as the one stop
 technology solution provider for schools, catering all the private
 schools across the country and across various boards of education.
 From digitized curriculum mapped content and VSAT based education to
 the school management system, iSchool''s products are specially crafted
 to address every educational need of schools. There has been steady 
 increase in the number of schools signed up under iSchool model with 
 438 new schools signing up in the FY10-11 reaching
 the overall presence to 1455 schools.
 
 ViTELS - Colleges
 
 The College''s business of Everonn also known as Everonn Learning
 Academy (ELA), an initiative of the Company which is recognized for its
 premium educational and training programs. ELA aims to be the preferred
 choice for students aspiring for careers in IT, ITES, Management,
 Banking and Financial Services as well as many more verticals.  ELA
 ensures that students receive comprehensive instructions that help
 increase their employability and value in the job market. With ELA''s
 comprehensive programs that provide both subject knowledge and
 excellent soft skills, students can be confident of presenting
 themselves to prospective employers during interviews, thus making it
 one step easier to gaining employment at some of the leading companies
 in the global market.
 
 The growth of this model showed its momentum in FY 10-11 with the
 number of colleges increasing from 1567 in FY 09-10 to 1920 in FY
 10-11.
 
 ViTELS - Retail
 
 Everonn Kompass is the retail division of the Company which aims at
 providing a unified collection of industry specific courses and
 interactive platforms that are devoted to transform learning and
 education all over India. It offers programs that are exciting,
 intellectually challenging and industry specific. Everonn Kompass aims
 to engage, equip and transform students to excel in their chosen career
 by providing the right blend of knowledge, winning methodology and
 systematic guidance. The Company has added 13 centres in FY 10-11
 increasing its presence to 59 centres.
 
 ViTELS - Web Products
 
 The Company diversified into the area of Web- Enabled Learning
 Solutions in order to offer complete educational support solutions to
 the students across India.
 
 www.classontheweb.com hosts an exhaustive curriculum-based eLearning
 portal that caters to all the academic needs of students with a focus
 on helping them enhance their performance at school level. The 
 largest virtual school in existence www.classontheweb.com includes 
 a compre- hensive digital repository offering superior quality content 
 in Mathematics, Physics, Chemistry,Biology, Social Sciences, English 
 Grammar, Business Studies, Economics and Accountancy.  The portal has 
 been designed especially for students of Classes VI to XII and 
 includes numerous visuals and animations to help increase student 
 understanding and retention.
 
 The higher education programs on www.classontheweb.com are designed and
 customized to benefit college students and mid- career professionals
 enabling them to arm themselves with career oriented certifications for
 enabling them to secure a significant edge in their career.
 
 www.schooljobs.in and www.collegejobs.co.in are Everonn''s answers to
 the growing need for exclusive recruitment portals catering
 specifically to educational institutions. Offering exhaustive databases
 of both teaching and administrative talents, these portals make it
 easier for schools and colleges to choose their desired candidates
 without the hassles and confusion faced in regular employment portals.
 
 www.kampusconnect.com a unique online community for college students
 focuses on study, career and entertainment. Our special focus on career
 through placement assistance in Corporate Konnect is an exclusive
 feature that benefits this student community.
 
 Global Institute of Teacher''s Training (GITT)
 
 GITT aims to provide comprehensive and world class training programs
 for teachers, principals and other educational professionals to ensure
 a higher standard of quality in the education industry. With the
 Government allocating more funds for education, the problem of
 non-availability of trained resources will hopefully be addressed. It
 has thus become important to provide teachers with the necessary
 training to become more effective in imparting knowledge. With the
 growing importance and the need for specialisation across the world,
 the need for better trained teachers is now being felt beyond both
 national and cultural boundaries, making well trained teachers an
 invaluable product in a highly competitive world. Comprehensive courses
 and content offered by Everonn will provide
 
 segment specific guidance to make candidates the best in their chosen
 fields of expertise.
 
 V.  SUBSIDIARIES
 
 The Company has thirteen Subsidiary Companies both direct and indirect
 as on 31st March, 2011. The details of the subsidiaries are as follows:
 
 Name of the        Date of      Owner-     Activities 
 Subsidiary         becoming     ship
                    Subsidiary
 
 EVERONN            06-Nov-07     100%      Dealing in technical 
 EDUCATIONAL                                and non-technical
 RESOURCES                                  educational aids for
 SOLUTIONS                                  students, teachers
 LIMITED etc.
 
 TOPPERS            11-Feb-08     100%      To establish and run 
 TUTORIAL                                   coaching institutes in
 PRIVATE                                    fields of science,
 LIMITED                                    commerce etc.
 
 EVERONN            25-Feb-09     100%      Creating and
 INFRA-                                     developing
 STRUCTURE                                  infrastructure for
 LIMITED                                    setting up of
                                            educational institutions
 
 AEG SKILL          18-Mar-09      51%      Activities for 
 UPDATE                                     dissemination of
 PRIVATE                                    knowledge, literature,
 LIMITED                                    skill update, skill
                                            development in all 
                                            educational training
 
 EVERONN            03-Apr-09     100%      To Design, develop,
 SKILL                           held by    conduct, impart,
 DEVELOPMENT                      M/s       deliver and
 LIMITED                       Edificati-   implement various
 ( Indirect                     -ons        skill development and
 Subsidiary)                     India      skill upgradation
                                Limited     training programs,
 
 EVERONN            23-Oct-09     100%      To establish, setup and
 BUSINESS                                   run in any part of India,
 EDUCATION                                  business schools
 LIMITED                                    management institutes
                                            wherein business and
                                            management
                                            education is imparted
 
 EVERONN            28-Apr-10     100%      To establish, provide,
 SCHOOL                                     manage, maintain,
 LIMITED                                    conduct, or subsidize,
                                            educational Institutions
                                            Schools, with/without
                                            residential facilities in
                                            the fields of General
                                            Basics, Primary,
                                            Secondary and Higher
                                            Secondary education,
                                            humanities, arts,
                                            sciences Philosophy.
 
 EVERONN             5-May-10      100%     To establish setup,
 MEDICAL                                    create and run in
 EDUCATION                                  any part of India,
 LIMITED                                    Medical Colleges,
                                            Universities,Nursing 
                                            Schools at undergraduate, 
                                            graduate, post Graduate
                                            and research level in 
                                            every field of medicines.
 
 EVERONN              8-Jul-10     100%     To establish setup,
 TECHNICAL                                  create and run in
 EDUCATION                                  any part of India
 INDIA LIMITED                              Engineering Colleges ,
                                            universities, Technical 
                                            Schools, colleges, where in
                                            Technical, and Engineering 
                                            educat -ion and Technical 
                                            science at undergradu -ate,
                                            graduate, post Graduate and 
                                            research level in every field
                                            of Technical and science.
 
 EDIFICATIONS          5-Jan-11    100%     To carry on the INDIA 
                                            business of
 LIMITED                                    imparting educat--tion and 
                                            undertaking consultancy and 
                                            job works in all the areas of
                                            education.
 
 EVERONN                6-Jan-11    100%     To manage schools
 SPORT                                       and colleges in all
 
 MANAGEM-                                    the fields of
 -ENT LIMITED                                sports and physical
                                             education and to provide 
                                             sports training, sports 
                                             medicine training and
                                             manage all sports events 
                                             at all levels
 
 EVERONN                13-Jan-11   100%     To acquire,
 KNOWLEDGE                                   establish, promote
 & EDUCATION                                 and run or
 CORRIDOR                                    otherwise manage
 LIMITED                                     education zones,
                                             centres for imparting 
                                             training in all fields of
                                             education.
 
 EVERONN                 24-Feb-11   60%     To create content
 DASSANI                                     and knowledge
 LITERATE                                    resource for
 LIMITED                                     catering to the
                                             educational institutions in
                                             India and invest in 
                                             companies engaged in the 
                                             business of education and 
                                             allied fields
 
 
 During the year, M/s. Everonn Skill Development Limited (ESDL),
 Subsidiary Company has joined hands with the National Skill Development
 Corporation''s (NSDC) mission with the launch of International Skills
 School to impart skill to people from across nine key sectors to make
 them employable. ESDL has been mandated by NSDC to train 15 million
 people (10% of NSDC''s overall target of 150 million) by 2022. NSDC will
 invest 27% as equity in ESDL. The total investment required for setting
 up 271 multi skill development centers all across the Country would be
 Rs.153.76 Crores. The NSDC will subscribe to 27% equity in ESDL for
 Rs.14.15 Crores.  In addition, the NSDC would also provide a loan of
 Rs.101.34 Crores to ESDL. ESDL will be investing Rs.38.27 Crores, as
 its contribution in the venture.
 
 ESDL will be training 15 million people over the next 12 years through
 these centres. The average course fee is expected to be approximately
 Rs. 9,000 per person with the course ranging from 30 days to six months
 in nine sectors namely Textile and Apparel, Retail, Hospitality,
 Automobile, Healthcare, Construction, IT and ITES, Basic Engineering,
 Multimedia. This may translate into an overall revenue generating 
 potential of approximately Rs.14,250 Crores over the next 12 years.
 
 To begin with, the courses will be offered in the States like Tamil
 Nadu, Gujarat, Maharashtra, Andhra Pradesh and Karnataka. The training
 will be imparted through brick and mortar as well as technology enabled
 delivery wherever necessary.  ESDL & NSDC will assist the needy and
 deserving candidates in availing Bank Loan facility.
 
 VI.  CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements has been drawn up in accordance
 with the applicable accounting standards, forms part of the Annual
 Report. As per General Circular No.2/2011 dated 8th February, 2011
 issued by the Ministry of Corporate Affairs, general exemption was
 granted to all holding companies from the provisions of Section 212 in
 relation to subsidiaries of holding companies provided certain
 conditions are fulfilled.  Hence, the Company is not attaching the
 annual accounts of the subsidiary companies along with the accounts of
 the Company. As instructed in General Circular No.2/2011 dated 8th
 February, 2011, a gist of the financial performance of the subsidiaries
 is contained in the report. The Company will make available these
 documents/ details upon request by any member of the Company or its
 subsidiaries, interested in obtaining the same. These documents will
 also be available for inspection during business hours at our
 Registered Office and respective offices of subsidiaries.
 
 VII.  DIRECTORS
 
 The Board consists of eight Directors as at 31st March, 2011. The Board
 has six Non-Executive Directors, out of whom five are Independent
 Directors and also the Chairman of the Board is Non-Executive &
 Independent Director. The composition of the Board is in conformity
 with Clause 49 of the Listing Agreement, which stipulates that not less
 than fifty percent of the Board should comprise of Non-Executive
 Directors and if the Chairman is an Executive Director, at least half
 of the Board should be independent.
 
 During the year, the Company has appointed Dr. Jamshed J Irani as an
 Additional Director and Chairman of the Company, Mr. Nikhil P Gandhi &
 Dr. M.S.Vijay Kumar as Additional Directors of the Company.
 
 In accordance with the provisions of the Articles of Association of the
 Company, two of your Directors, Mr. R.Sankaran and Dr. K.M.Marimuthu,
 are liable to retire by rotation at the ensuing Annual General Meeting
 and being eligible, offer themselves for re-appointment.
 
 The profile of Directors seeking appointment/re- appointment is
 furnished in the Notice of the ensuing Annual General Meeting.
 
 VIII.  AUDITORS
 
 M/s. P.Chandrasekar, Chartered Accountants, Statutory Auditors of the
 Company holds office up to date of the ensuing Annual General Meeting
 of the Company and being eligible, offer themselves for re-appointment.
 
 IX.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO.
 
 Information pursuant to section 217(1)(e) of the Companies Act, 1956
 read with the Company''s (Disclosure of particulars in the report of the
 Board of Directors) rules 1988 is provided hereunder.
 
 (i) Conservation of Energy - The Company has planned and installed
 equipments in such a manner that maximum energy is conserved
 
 (ii) The Company''s business being IT education, every effort is made to
 ensure that changes in technology are communicated throughout the
 organization at every stage.
 
 (iii) The foreign exchange earnings and outflows are detailed below :
 
                                                 Amount in Rs. ''000
 
 Particulars                         Year Ended          Year Ended
                                     31.3.2011           31.3.2010
 
 CIF Value of Imports                   -                  14,305
 
 Expenditure in
 Foreign Currency
 Business Associate
 Expenses                              33,377              35,534
 
 Travel and Conveyance                  2,324               3,022
 
 Professional Fees                      4,956                 811
 
 Earnings in Foreign
 Exchange
 Testing & otherServices             1,15,104              67,148
 
 X.  PARTICULARS OF EMPLOYEES
 
 The particulars of employees as required to be disclosed in accordance
 with the provisions of Section 217 (2A) of the Companies Act, 1956, and
 the Companies (Particulars of Employees) Rules, 1975, as amended, is
 set out as below :
 
 Name     Age  Qualifi
                cation  Design
                        ation   Date of 
                                commenc
                                ement    Exper
                                         ience  Gross remune
                                                ration       Particulars
                                                                 of
                                of Emplo
                                yment    (in 
                                         yrs)    Rs. in 
                                                 lakhs        Last emplo
                                                              yment
 
 Mr. P.Ki
 shore     49  Diploma 
                in     Managing  19.04.
                                 2000     26 yrs   100.12       None
               Commerce Director
 
 Mrs.Susha 
 John      46  MS -App
                lied   Whole-
                       time     09.08.
                                2001      23 yrs    74.42       None
              Science 
                (IT)  Director
 
 XI.  FIXED DEPOSITS
 
 During the year, your Company has not accepted any public deposits.
 
 XII.  LISTING OF SHARES
 
 The Equity Shares of your Company have been listed on National Stock
 Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
 (BSE).  The Listing fees for the year 2011-12 have already been paid to
 BSE and NSE. The custodial fees payable to depositories namely NSDL &
 CDSL for the year 2011-12 have also been remitted by the Company.
 
 XIII.  CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Company is committed to maintain high standards of Corporate
 Governance and protecting Customers and Shareholders'' interests.
 Towards this goal, the Company has adopted high standards of governance
 principles, practices and disclosure levels. A detailed note on the
 Company''s philosophy on Corporate Governance and the Management
 Discussion and Analysis Report and such other disclosures as are
 required to be made under the Listing Agreement with the Stock
 Exchanges, are annexed and forms part of this report.
 
 XIV.  CORPORATE SOCIAL RESPONSIBILITY
 
 Everonn initiated the Everonn India Foundation to uphold the Company''s
 commitment towards spreading quality education across rural India. The
 foundation will augment its corporate social responsibility initiatives
 and will focus on building an equitable society for sustainable
 development and all-around growth. Everonn strongly believes that by
 giving back to society, it can contribute to a growing economy as well
 as build stronger and more prosperous communities. Through this
 
 initiative, Everonn''s employees and technological strength aim to make
 a difference in many students'' lives and their learning experiences.
 
 XV.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956, with respect to Directors'' Responsibility Statement, it is
 hereby confirmed;
 
 a) That the applicable accounting standards had
 
 been followed along with proper explanation relating to material
 departures, if any;
 
 b) That the selected accounting policies were applied consistently and
 judgments and estimates that are reasonable and prudent were made 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 that
 period;
 
 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 annual accounts were prepared for the
 
 financial year ended 31st March 2011 on a going concern basis.
 
 XVI. STATUTORY DISCLOSURE
 
 None of the Directors of your Company is disqualified as per the
 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.
 
 XVII.COMPLIANCE CERTIFICATE
 
 A Certificate from the Statutory Auditors of the Company regarding
 compliance of conditions of Corporate Governance as stipulated under
 Clause 49 of the Listing Agreement is attached as annexure to Corporate
 Governance report.
 
 XVIII. ACKNOWLEDGEMENT AND APPRECIATION
 
 Your Directors take this opportunity to express their deep sense of
 appreciation to all the employees whose outstanding professionalism,
 commitment and initiative has made the organization''s growth and
 success possible and continues to drive its progress.
 
 Your Directors also would like to convey their appreciation for the
 support and co-operation
 
 received during the year under review, from all the Government
 Authorities, Regulators, Stock Exchanges, Shareholders, other
 Stakeholders, Clients, Vendors, Partners,Bankers and other Business
 Associates.
 
                              For and on Behalf of the Board
 
                        Sd/-                         Sd/-
 
                     P.Kishore                   Susha John
 
                     Managing Director           Whole-time Director
 
 Place: Chennai 
 
 Date: 23rd May,2011