The Directors are pleased to present the Eighteenth Annual Report of
 the company together with the Audited Statements of Accounts for the
 year ended March 31, 2011.
 
 FINANCIAL RESULTS:
 
 Particulars                         Year Ended         Year Ended
                                    Mar 31, 2011       Sept 30, 2009
                                     (18 Months)        (12 Months)
 
 Operating Income                       654.98             517.32
 
 Gross Profit after Interest
 
 But before Depreciation & Tax          116.37              99.94
 
 Less: Depreciation                      77.08              52.16
 
 Provision for Taxation                  13.27              38.61
 
 Net Profit / (loss) before
 
 Extra - Ordinary items                  26.02               9.17
 
 Less : Extra Ordinary items              0.25              29.31
 
 Net Profit / (loss) after
 
 Extra Ordinary items                    25.77            (20.14)
 
 
 REVIEW OF OPERATIONS
 
 Your Directors are pleased to inform you that the company had earned a
 profit of Rs. 25.77 Lacs as compared to a loss of Rs. 20.14 Lacs during
 the previous year. The operating income of the Company has also been
 increased from Rs.  654.98 Lacs to Rs. 517.32 Lacs in the previous
 year. Your Directors are hopeful of better performance in the coming
 year also.
 
 EXTENSION OF FINANCIAL YEAR
 
 The Registrar of Companies, NCT of Delhi & Haryana, New Delhi has
 granted permission for extension of financial year for 18 months u/s
 210(4) of the Companies Act, 1956. Therefore, current financial year is
 for the period from 01/10/2009 to 31/03/2011 and there are 6 quarters
 in this financial year.
 
 DIVIDEND
 
 Keeping in view the need to conserve the Companys resources, your
 Board has decided to plough back the retained earnings for future
 requirements of the Company.
 
 NEW PRODUCTS/PROJECTS:
 
 Career Education in IBM Software (IBM-CEIS):
 
 In keeping with its mission of improving employability of graduates by
 expanding their knowledge base STG has renewed its alliance with global
 technology leader IBM. As an IBM CEIS partner STG offers training
 across leading IT tracks. It covers the entire gamut of IBM software
 bands- Rational, IM, DB2, Web Sphere, Tivoli & Lotus including Project
 Training for engineering colleges.
 
 Projects help students gain vital experience and skills that is
 required to lead in all walks of life. It not only inculcates the
 willingness to complete tasks, but also infuses confidence to voice
 opinions. While, theoretical knowledge is important to get an overview
 on a particular subject, it is via project a student gets to understand
 the subject in depth. Projects enable engagement and stimulate the
 curiosity to go beyond the dimensions of books and be creative. It
 teaches how to function together as a team, which is an important
 aspect in any work culture.
 
 The world outside requires future thinkers, who have the power to
 execute.  Projects can help a student become a part of the real world.
 IBM CEIS project training at STG is designed to address students
 career requirements. This program offers a unique hands-on learning
 experience, wherein students not only get an insight on the latest
 technology but also get the required skills needed to work in the real
 business environment. CEIS project empowers students with a vision to
 see the real world with confidence, a self belief that is essential for
 taking the first step towards a successful career.
 
 Employability
 
 It has been Indias most remarkable march that took it a long way from
 being perceived as a third world agricultural economy to a preferred
 center for technology and outsourcing services. With its mega bank of
 knowledge and
 
 skills asset, India has all the necessitated tools to mould the future
 of the world for good. With 23% of the increase in the worlds working
 population waiting to happen in next five years in India, debilitating
 rates of attrition and the difficulty of finding qualified people can
 pose a serious threat to this becoming a reality. Across industry, the
 same lament is heard: it is hard to find qualified people, and hard to
 retain them. The rising wages and cost of remedial training will be
 felt in a few years. India produces 441,000 technical graduates, nearly
 2.3 million other graduates and more than 300,000 post graduates. Many
 of these graduates may not find suitable employment. The high
 unemployment of our educated youth and the shortage of trained
 personnel is a strange paradox.
 
 STG- Adayana Workskills Program
 
 STG today is not only a mentor of IT professionals but it offers
 essential skills necessary for a brighter future of non IT students.
 STG, staying true of its mission of equipping students with skills that
 would help them to avail of better career opportunities has partnered
 with Adayana. Adayana is a leading Human Capital Development
 organization with its headquarters in Indianapolis, IN, USA and offices
 across Americas, EMEA, Asia. Adayana provides comprehensive learning
 services that leverage best-of-class and proprietary technologies and
 processes.
 
 Employability is the skeleton of the launch of Adayanas Workforce
 Development, its mission- to strengthen Indian economy. The increasing
 scarcity of procuring the right talent first and retain it then has
 become a largest cause of concern and to add to woes is the alarming
 rate of unemployment of our educated youth and unavailability of
 trained personnel has caused the Government, various industry and
 academic bodies in India sit up and take a serious cognizance of the
 need to inculcate skills leading to employment among youth.
 
 STG and Adayana recognize that in order to steer this massive change,
 there is a need to change traditional methods of teaching. The
 situation demands for imperative solutions that utilize the best global
 practices and provide them to our youth and leverage the power of
 technology to bridge gaps in a cost, time and reach effective manner.
 
 STG -Adayana Workskills Program is an instructor led e-learning program
 which aims to bridge the employability skill gap in the entry level job
 market. Being technology-enabled it offers advantages of scale. Being
 holistic in outlook its ensures effectivity.  The broad approach of the
 solution is to:
 
 Complement formal education:
 
 STG-Adayana Workskills Program complements formal education by adding a
 layer of skills and knowledge that prepare graduates for employment.The
 program covers effective English communication skills, basic computing
 skills as well as soft skills required to succeed in a work
 environment. The model is a refreshing contrast to programs that
 prepare professionals only in soft skills or a vocation stream. It
 provides a combination of soft skills and technical knowledge.
 
 Blended Model of Delivery
 
 The STG Adayana Workskills Program leverages the power of technology to
 address issues like scale of operations, reach and consistency of
 training.  This makes it a viable macro-strategic approach to the
 preparation of a large population for employment opportunities.
 
 The Online, Onsite model combines the advantages of Technology-based
 methods, with instructor-led classroom training and hands-on practice.
 Our delivery model is to offer these programs through universities and
 colleges where the students can pursue such training along with their
 regular education.
 
 Novell Gold Partnership
 
 Linux is the fastest growing operating system in the world. According
 to IDC, the Linux server market has clearly shifted into high gear,
 with increase in growth of server shipments configured with Linux as
 the primary operating environment exceeding other server growth rates
 Enterprises of today need an influx of Linux-trained professionals to
 make the most of their open source development. Todays IT students are
 now demanding Linux courses. Colleges across the country are responding
 to the challenges by offering Linux training that prepares students for
 the real IT world of system administrators, Java Programmers, database
 administrators, solution architects and data centre managers.
 
 STG has partnered with Novell, who is no stranger in providing
 comprehensive training on Linux for more than 20 years. With the
 growing popularity of Linux, STG would benefit by generating revenue
 through international certification programs of Novell
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposit from the public, and as such
 there are no outstanding deposits in terms of Companies (Acceptance of
 Deposits) Rules, 1975.
 
 OVERSEAS SUBSIDIARIES
 
 The financial statements with value in Indian Rupees and other related
 documents of companys subsidiaries namely M/s Software Technology
 Group Inc. San Jose, California, USA are annexed as Annexure-II with
 the Annual Accounts of your company in terms of section 212 of the
 Companies Act, 1956.
 
 BUY BACK OF SHARES:
 
 The Company has not made any offer of Buy Back of its shares.
 
 STOCK EXCHANGES
 
 The equity shares of your company are listed with the National Stock
 Exchange of India Limited, Delhi Stock Exchange and the Bombay Stock
 Exchange Ltd. and the company has paid listing fees to the Bombay Stock
 Exchange & the National Stock Exchange Ltd. for the period 2011-12.
 
 SHARES UNDER COMPULSORY DEMATERIALISATION
 
 With effect from July 24, 2000 trading in equity shares of the company
 at the Stock Exchange are permitted only in Dematerialized from. The
 Companys shares are available for trading in the depository systems,
 of both the National Securities Depository Services (India) Limited
 (NSDL) and Central Depository Services (India) Limited (CDSL). As on
 March 31, 2011, a total of 1,22,25,593 Shares of the Company stand
 dematerialized & this constitutes 89.90% of the holding in the Company.
 
 REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES BY NSE
 
 Your Directors are pleased to inform you that the National Stock
 Exchange of India Limited(NSE) has revoked the suspension of trading of
 equity shares of the Company after satisfactory redressal of issues
 related to Listing Agreement.  This has brought the positive outlook of
 Management towards the strictness in adherence of code of compliances
 laid down by statutory authorities and ensuring that shareholders
 interest on the top priority.
 
 SHIFTING OF REGISTERED OFFICE OF THE COMPANY
 
 The company has shifted its Registered Office w.e.f. March 31, 2010
 from G- 31, Cellular House, Second Floor, Kalkaji, New Delhi-110019 to
 E-21, 2nd Floor, South Extension, Part-I, New Delhi-110049.
 
 Further, for the better facilities and positioning, the Company has
 shifted its Registered Office from E-21, 2nd Floor, South Extension,
 Part-I, New Delhi- 110049 to Level 2, Elegance, Mathura Road, Jasola,
 New Delhi-110025 which will take effect from June 01, 2011.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of provisions of Section 217 (2AA) of the Companies Act, 1956;
 your Directors confirm as under:
 
 i) That in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 ii) That the directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the company at the end of financial period and of profit
 or loss of the company for that period.
 
 iii) That the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities; and
 
 iv) That the director had prepared the annual accounts on a going
 concern basis
 
 DIRECTORATE:
 
 In accordance with the provisions of Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Yogesh Chandra Vaidya,
 Chairman & CEO of the Company retire by rotation and being eligible
 offers himself for re- appointment.
 
 Dr. Sheetal Prasad Srivastava had tendered his resignation w.e.f.
 December 30, 2009 and Dr.M.C. Vaidya had resigned w.e.f. January 30,
 2010 from the directorship of the Company.
 
 The Board appreciated the valuable contribution made by Dr. Sheetal
 Prasad Srivastava and Dr. M.C. Vaidya during their tenure with the
 Company.  The information on the particulars of Director eligible for
 re-appointment in terms of Clause 49 of the listing agreement has been
 provided in notes to the notice convening the annual general meeting.
 
 AUDITORS & AUDITORS REPORT
 
 The Company had appointed M/s Baweja & Kaul, Chartered Accountants, as
 Statutory Auditors of the Company in the Extra-Ordinary General Meeting
 held on January 27, 2011 in place of M/s Jain Singhal & Associates,
 Chartered Accountants, who had resigned as the Statutory Auditor of the
 Company w.e.f. December 17, 2010.
 
 Now, M/s Baweja & Kaul, Chartered Accountants, the retiring Auditors of
 the company who hold office until conclusion of the Annual General
 Meeting, being eligible, offer themselves for re- appointment. The
 Company has received a certificate from them that their re-appointment,
 if made, would be within the prescribed limits under section 224 (1B)
 of the Companies Act, 1956.  Comments on Auditors Report:
 
 Auditors Remarks: Balance confirmation and reconciliation of debtors,
 creditors and other parties including loans and advances and some
 inoperative bank accounts are subject to confirmation.
 
 Managements Reply: The Management has already taken requisite steps to
 obtain these confirmations in consultation with Auditor of the Company.
 Auditors Remarks: It has been observed by the Auditors that there are
 some statutory dues pending for payment.
 
 Managements Reply: The Management is planning to clear all dues
 shortly.
 
 PARTICULARS OF EMPLOYEES
 
 Information to be provided under section 217(2) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, is not
 required since there is no employee covered under these provisions.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGSS AND OUTGO
 
 The particulars required to be furnished under section 217 (1) (e) of
 the Companies Act, 1956 read with the Companies (Disclosure of
 particulars of Board of Directors) Rules, 1988 are set out in Annexure
 A, which forms an integral part of the report.
 
 CORPORATE GOVERNANCE
 
 The report of the Board of Directors of the Company on Corporate
 Governance is given as a separate section titled Corporate Governance
 Report 2009- 11(18 months), which forms part of this Annual Report.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their appreciation of the
 contributions made by the employees at all levels, whose continued
 commitment and dedication helped the Company in its operations in these
 trying times.  Your Directors would also like to take this opportunity
 to express their gratitude for the co-operation and support from its
 Bankers viz; Standard Chartered Bank and Jammu & Kashmir Bank Limited,
 and other organizations like STPI, the Reserve Bank of India and other
 statutory bodies of the Government of India. We look forward to their
 continued support in the future also.
 
 Last but not the least, we sincerely thank our shareholders for their
 constant support and co-operation in the difficult times.
 
                                       For and on behalf of the board 
 
                      Software Technology Group International Limited
 
                                                        Yogesh Vaidya 
 
 Place : Gurgaon                                       Chairman & CEO
 
 Dated : May 28, 2011                                  (DIN:01185252)