The Directors present the Twelfth Annual Report of the Company along
 with the Audited Financial Statements for the financial year ended
 March 31, 2012.
 
 I. FINANCIAL RESULTS
 
                                              (Amt. in Rs. Lakhs)
 
                          Financial Results for the year ended
 
 Particulars               31-March - 2012         31- March - 2011
 
 Income from operations       30,381.52              30,162.93
 
 Other Income                    618.16                 516.06
 
 Total Revenue                30,999.68              30,678.99
 
 Total expenditure 
 before interest 
 & Depreciation               24,558.90              14,754.35
 
 Operating Profit / 
 (Loss) (EBIDTA)               6,440.78              15,924.63
 
 Interest                      3,794.31               2,032.41
 
 Depreciation / Amortization    5112.99                3588.79
 
 Profit / (Loss) before tax    (2466.52)             10,303.43
 
 Provision for tax              (815.54)               3006.90
 
 Profit / (Loss) after tax     (1650.98)               7296.53
 
 II.  VARKEY GROUP
 
 During the financial year 2011 - 12, the Company has allotted 26,18,120
 equity shares to Varkey Group Limited (VGL) on 16th December 2011 under
 a Memorandum of Understanding executed between the Company, VGL and
 SKIL Infrastructure Limited on 19th September 2011. Pursuant to this
 allotment, VGL has been inducted as a co-promoter of the Company. In
 accordance with the SEBI (Substantial Acquisition of Shares and
 Takeover) Regulations 1997, Varkey Group Limited, along with Gems
 Education (Asia) 1 Limited (GEMS), Mr. Sunny Varkey and Mrs. Sherly
 Varkey made an open offer to the shareholders of the Company for the
 acquisition of their shares at the price of Rs. 528/- per share. In
 accordance with the terms and conditions of a letter of offer dated 5th
 December 2011, GEMS acquired 44,93,962 equity shares from the
 shareholders of the Company and was inducted as a co-promoter of the
 Company. The management and control of the Company has been taken over
 by Varkey Group Limited.
 
 III. SUBSIDIARY COMPANIES
 
 The Company had 13 subsidiaries at the beginning of the year. Two
 subsidiaries were set up during the year viz.:
 
 (i) Everonn Skilling India Limited
 
 (ii) Everonn Skill Products Development Limited
 
 The total number of subsidiaries as on March 31, 2012 is 15.
 
 There has been no material change in the nature of business of the
 subsidiaries. A statement containing brief financial details of the
 subsidiaries is included in the Annual Report.
 
 As required under the Listing Agreements entered into with the Stock
 Exchanges, a consolidated financial statement of the Company and all
 its subsidiaries is attached. The consolidated financial statements
 have been prepared in accordance with the relevant accounting standards
 as prescribed under Section 211(3C) of the Act. These financial
 statements disclose the assets, liabilities, income, expenses and other
 details of the Company and its subsidiaries companies.
 
 Pursuant to the provision of Section 212(8) of the Act, the Ministry of
 Corporate Affairs vide its circular dated February 8, 2011 has granted
 general exemption from attaching the Balance Sheet, Statement of Profit
 and Loss and other documents of the subsidiary companies with the
 Balance Sheet of the Company. 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 during business hours, as above, at the
 corporate / registered office of the respective subsidiary companies.
 The Company shall furnish a copy of the details of annual accounts of
 subsidiaries to any member on demand.
 
 IV.  DIRECTORS
 
 Mr. Dino Varkey and Mr. Rakesh Sharma have been appointed as Additional
 Directors on February 13, 2012. As per the provisions of Section 260 of
 the Companies Act, 1956 both the Directors hold office only up to the
 date of the forthcoming Annual General Meeting (AGM) of the Company and
 are eligible for appointment as Directors. The Company has received
 notices under Section 257 of the Act, in respect of the above persons,
 proposing their appointment as a Director of the Company. Resolutions
 seeking approval of the members for the appointment of Mr. Rakesh
 Sharma and Mr. Dino Varkey as Directors of the Company have been
 incorporated in the Notice of the forthcoming AGM along with brief
 details about them.
 
 Mr. Joe Thomas and Dr. M.S.Vijay Kumar are liable to retire by rotation
 and Dr. M.S. Vijay Kumar being eligible has offered himself for
 re-appointment.
 
 During the year Dr. Jamshed J Irani, Chairman, Mr. P. Kishore, Managing
 Director and Mr. R. Sankaran, Independent Director of the Company have
 resigned from the Board.
 
 V.  AUDITORS
 
 M/s. P.Chandrasekar, Chartered Accountants, Statutory Auditors of the
 Company holds office up to the date of the ensuing Annual General
 Meeting of the Company and being eligible, offer themselves for
 re-appointment.
 
 VI.  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 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 ''000
 
                           Year Ended           Year Ended
 Particulars                31.3.2012           31.3.2011
 
 CIF Value of Imports         12,832               538
 
 Expenditure in 
 Foreign Currency
 
 Business Associate 
 Expenses                     21,500            33,377
 
 Travel and Conveyance         4,507             2,324
 
 Other Expenses                3,011             4,956
 
 Earnings in Foreign 
 Exchange
 
 Testing Services           2,28,865          1,15,104
 
 VII. 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,
 the names and other particulars of employees are set out in the
 Annexure to the Directors Report Section. However, as per the
 provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the
 Annual Report excluding the aforesaid information is being sent to all
 the members of the Company and others entitled thereto. Any member
 interested in obtaining such particulars may write to the Company
 Secretary at the registered office of the Company.
 
 VIII.  FIXED DEPOSITS
 
 Your Company has not accepted any public deposits during the year.
 
 IX.  Listing of Shares
 
 The Equity Shares of your Company have been listed with National Stock
 Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
 (BSE). The Listing fees for the year 2012 - 13 have already been paid
 to BSE and NSE. The custodial fees payable to depositories namely NSDL
 & CDSL have also been remitted by the Company.
 
 X.  CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
 REPORT
 
 Corporate Governance Report and Management Discussion & Analysis
 Statement are attached to this Report.
 
 XI.  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 loss 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 2012 on a going concern basis.
 
 XII. STATUTORY DISCLOSURE
 
 None of the Directors of your Company is disqualified as per the
 provisions 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.
 
 XIII.  COMPLIANCE CERTIFICATE
 
 A Certificate from M/s. G L Subramanian, Company Secretary in Practice
 regarding compliance of conditions of Corporate Governance as
 stipulated under Clause 49 of the Listing Agreement is attached as
 annexure to this report.
 
 XIV. CORPORATE SOCIAL RESPONSIBILITY
 
 Everonn India Foundation, a charitable trust formed by your Company is
 committed 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 prosperous communities. Through this initiative,
 Everonn''s employees, education content & technological strength aim to
 make a difference in many students'' lives and their learning
 experiences.
 
 XV.  ACKNOWLEDGEMENT AND APPRECIATION
 
 Your Directors take this opportunity to express their deep sense of
 appreciation of 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/-
 
                             Susha John             Rakesh Sharma
 
                            Whole-time Director        Director
 
 Place : Chennai
 
 Date  : 13th August 2012