Directors Report of Birla Shloka Edutech Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 23rd Annual Report along with Audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Rupees in Lakhs Standalone

Particulars 2014-15 2013-14

Total Income 764.56 6,507.36

Total Expenditure 440.68 6016.30

Interest & Financial Charges 92.03 415.51

Profit before Depreciation and Tax 231.84 75.56

Less: Depreciation 597.64 817.45

Profit/Loss before taxation (365.80) (741.90)

Provision for Taxation – Earlier years /Deferred Tax 23.09 (413.52)

Profit/(Loss) after taxation (388.89) (328.38)

Add:- Balance brought forward from Last Year 1623.53 1951.91

Less:- Adjustment on account of Schedule II o f the Companies Act, 2013 6.59 -

Balance Carried to Balance Sheet 1228.05 1623.53

Earnings Per Share Rupees (1.86) <1.57)

2. OPERATIONS:

The Net Sales for the year ended 31st March, 2015 stood at Rs.642.83 Lacs as compared to Rs.6363.16 Lacs for the year ended 31st March, 2014. The Net loss after tax for the year ended 31st March,2015 stood at Rs. 388.89 lacs as compared to net loss after tax Rs. 328.38 lacs for the year ended 31st March,2014. The Consolidated Net Sales for the year ended 31st March, 2015 stood at Rs. 900.74 Lacs as compared to Rs. 10578.24 lacs for the year ended 31st March, 2014. The consolidated loss after Tax for the year ended 31st March, 2015 stood at Rs. 696.75 lacs as compared to net loss after tax Rs. 94.50 lacs for the year ended 31st March, 2014.

3. DIVIDEND:

In view of the current year loss and carried forward losses the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

4. SUBSIDIARY COMPANY

The Company has following subsidiaries, viz.

1. Birla Edutech Limited (Up to 30.09.2014).

2. Wholly-owned foreign subsidiary, viz. Birla Shloka Edutech ltd.FZE.

3. Ojus Healthcare private Limited.

The operations of the above mentioned subsidiaries on standalone basis for the year under review are as under:

2014-15 2013-14

Particulars Foreign Indian Foreign Indian Rs. currency Rs. currency

Revenue

Ojus Health Care Private Limited Nil 6,249,742 Nil 14,788,969 Birla Edutech Limited ( Up to 30.09.2014 ) Nil 19,541,229 Nil 39,536,399

Birla Shloka Edutech Limited - FZE Nil Nil Nil 369,875,799

Profit After Tax

Ojus Health Care Private Limited Nil 152,166 Nil 663,575

Birla Edutech Limited ( Up to 30.09.2014 ) Nil 4,627,166 Nil (1,857,460)

Birla Shloka Edutech Limited - FZE Nil Nil Nil 7,504,819

The Company have placed separate audited accounts in respect of its subsidiaries on its website and also provides a separate audited financial statement in respect of the above named subsidiaries, to any shareholder of the company who ask for it.

5. FINANCIAL STATEMENTS OF SUBSIDIARY:

A report on the performance and financial position of a subsidiary as per the Companies Act, 2013 is provided as ANNEXURE-A to the consolidated financial statement and hence not repeated here for the sake of brevity.

6. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No major event has occurred subsequent to the date of Financial Statements.

7. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of Business during the year under the review.

8. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Company's website.

9. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of the Annual Report. Certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid clause 49 forms part of the Annual Report.

10. EXTRACT OF ANNUAL RETURN:

Extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE-I to this Report.

11. NUMBER OF BOARD MEETING:

The Board of Directors met 9 (nine) times in the year, the details of which are provided in the Corporate Governance Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. RELATED PARTY TRANSACTIONS:

No transactions were entered into during the financial year were in the ordinary course of business and were on an arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee. The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company's website at the link http://www.birlashloka.com The detail of the transactions with Related Parties to be provided in Form AOC-2 is annexed herewith as ANNEXURE–II.

14. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

16. INTERNAL CONTROL SYSTEM:

Your Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. The Internal Auditors of the Company conducts Audit of various departments to ensure that internal controls are in place and submit quarterly and yearly Reports to the Audit Committee. The Audit Committee regularly reviews these Reports and the Company when needed takes corrective actions.

17. HUMAN RESOURCES:

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. PARTICULARS OF JOINT VENTURE OR ASSOCIATE COMPANY.

The Company does not have any Joint Venture with any person and the detail of Associate Companies have been given in MGT.9 ANNEXED herewith.

19. FIXED DEPOSITS:

As on 31.03.2015, the Company has fixed deposit of Rs. 8,93,71,000.

20. DIRECTORS:

Confirmation of Appointment:

Mr. Laxmi Daga was appointed as Additional Director w.e.f. 14.11.2014 and resigned from conclusion of the Board meeting held on 14.08.2015. The Board places on record its appreciation of invaluable contribution and guidance provided by him during his tenure as a Director of the Company.

Mr. Satish Jadhav was appointed as Additional Director w.e.f. 14.11.2014. He hold office up to the date of the ensuing Annual General Meeting.

The Company has received notice in writing from member proposing the candidature of Mr. Satish Jadhav as Independent and Non- Executive Director of the Company.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the Board, as well as their shareholding as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s), are given in the Report on Corporate Governance forming part of the Annual Report.

Declaration from Independent Directors

As per the provisions of Companies Act, 2013, the Independent Directors of the Company to be appointed by the members for a term up to five years and no independent director shall be liable to retire by rotation.

Further Mr. Satish Jadhav has given declaration to the Company under Section 149(6) of the Companies Act, 2013, that they qualify the criteria of independence mentioned under that sub-section. Accordingly it is proposed to appoint above referred director as an Independent Directors not liable to retire by rotation for a term of five years from the ensuing Annual General Meeting.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant expertise and experience with Directors having expertise in the fields of manufacturing, marketing, finance, law, governance and general management, so as to have a diverse Board.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:- i) That in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent 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 the year under review;

iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the accounts for the financial year on going concern basis.

v) The Directors have laid down internal financial controls, which are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. ANNUAL EVALUATION:

The performance of Board of Directors and the Committees constituted by the Board and the Individual Directors has been evaluated during the Financial Year ended 31st March, 2015.

23. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel Rules, 2014 are provided as per ANNEXURE -III.

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-Nil

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in ANNEXURE –IV to this report.

25. AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Jai Prakash Upadhayay & Co., Chartered Accountants, Mumbai retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed in FORM MR-3 as a part of this report ANNEXURE-V.

iii) Cost Auditors:

Cost Audit is not applicable to the Company.

26. PURCHASE OF SHARES OF THE COMPANY: The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its holding Company pursuant to Section 67(2) of the Companies Act, 2013.

27. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

28. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any shares with differential Voting Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

29. ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

30. EMPLOYEE STOCK OPTION:

The Company does not have any Employee Stock Option Scheme for its employees.

31. APPRECIATION:

Your Company is grateful for the continued co-operation and support extended to it by the Government and Semi-Government Authorities, Shareholders, Financial Institutions and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Ashish Mahendrakar Satish Jadhav

Managing Director Director

Place: Mumbai

Dated: 14th August, 2015.

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Mar 31, 2014

The Members

The Company''s Directors are pleased to present the 22nd Annual Report of the Company, along with Audited Accounts, for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS :

PARTICULARS AS ON 31.03.2014 AS ON 31.03.2013 Rupees in Lakhs Rupees in Lakhs

Total Income 6507.37 22,520.04

Total Expenditure 6016.30 21,059.53

Interest & Financial Charges 415.51 404.86

Profit/(Loss) before Tax and 75.56 1,055.65 Depreciation

Less: Depreciation 817.46 540.15

Profit/(Loss) Before Tax (741.90) 515.50

Less: Provision for Taxation Current MAT - 105.00

Less: MAT Credit Entitlement - (33.30)

Deferred Tax (394.30) (61.68)

Earlier year Expenses - 0.21

Profit/(Loss) After Tax (328.38) 505.28

Add:- Balance brought forward from last Year 1951.91 1,446.63

Add:- Transfer from Amalgamation Reserve - Account

Balance Carried to Balance Sheet 1623.53 1,951.91

Earnings Per Share (157) 2.41

2. OPERATIONS:

The total sales of the Company for the financial year ended on 31st March, 2014 were Rs. 6507.37 Lakhs as against Rs. 22,520.04 Lakhs during the last financial year ended on 31st March, 2013. The Consolidated sales stood at Rs. 1057.82 Lakhs against Rs. 27,936.72 Lakhs during the preceding year.

3. DIVIDEND:

In order to preserve funds for future activities, your Directors do not recommend any dividend for the financial year ended 31st March 2014.

4. SUBSIDIARY COMPANY:

The Company has three subsidiaries i.e.

A. Birla Edutech Limited.

B. Wholly-owned foreign subsidiary, viz. Birla Shloka Edutech ltd.FZE.

C. Ojus Healthcare private Limited

The important developments that have taken place during the year under report in the subsidiary of the Company are dealt with hereunder:

Birla Edutech Birla Shloka Edutech Particular Limited (Amount Limited -FZE in INR) (Amount in Dirham / INR)

Country of Incorporation India United Arab Emirates

Total Capital Employed 43,30,77,504 3,947,812/7,22,16,123

Profit After Tax for (18,57,460) 4,82,625/75,04,819 the year

Total Assets 50,47,34,727 51,64,802/8,41,86,273

Interest of Holding 86.96% 100% Company (in %)

Paticular Ojus Healthcare Private limited (Amount in INR)

Country of Incorporation India

Total Capital Employed 3,82,06,775

Profit After Tax for 6,63,575 the year

Total Assets 5,48,69,477

Interest of Holding 51.10% Company (in %)

5. FINANCIAL STATEMENT OF SUBSIDIARY COMPANIES:

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08th February, 2011.it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board Of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid circular, a summarized statement of financial position of the subsidiary has been appended to the Annual Report elsewhere. In terms of Accounting Standards 21 issued by the Institute of Chartered Accountants of India, the Consoli9dated Financial Statements includes the financial information of the Subsidiary.

6. BUSINESS REVIEW & FUTURE PROSPECTS:

The Company has a curriculum based educational software program viz., ''XL@school'' as per the syllabus prescribed by different Educational Boards that is designed to impart academic knowledge through electronic media. To cope up with the increased business opportunities, your Company has made considerable investment in research and development areas, ongoing quality enhancement program and infrastructure facilities, etc. The Company has planned to expand its business in Information and Communication Technology (ICT) solution for various government schools segment.

The governments are keen to explore the Public Private Partnership (PPP) model for setting up of Schools which the private partner will design, build, finance and manage. The company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too.

The Company is aggressively participating in tenders of various state government projects and vigorously pursuing such initiatives across the country.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have 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 the financial year and of the profits of the Company for that period;

(iii) they 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; and

(iv) they have prepared the annual accounts on a going concern basis.

8. PUBLIC DEPOSITS:

As on 31st March, 2014, the Company has fixed deposit of Rs.9,61,55,000. There are no unpaid deposits payable as of 31st March 2014. Also, there is no default in payment of interest and Repayment of matured Deposit.

9. PARTICULAR OF EMPLOYEES:

During the year under review, there was no employee covered under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendment Rules, 2011.

10. DIRECTORS:

The board, at its meeting held on 24th June 2014 appointed Shri Ashish Mahendrakar as an Additional Director of the Company with effect from 24th June, 2014 pursuant to provisions of Section 161 of the Companies Act, 2013 to hold office upto the date of ensuing AGM.

Further, the Board at its meeting held on 8th August, 2014, appointed (subject to approval of members in General Meeting), Shri Ashish Mahendrakar as a Managing Director of the company for a period of three years commencing from 7th August, 2014.

Shri Ramprakash Murlidhar Mishra (DIN: 00228438) is a Non-Executive (Independent) Director of the Company. Shri Ramprakash Murlidhar Mishra (DIN: 00228438) retires at the ensuing AGM under the provisions of the Section 161 of the Companies Act, 2013. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Shri Ramprakash Murlidhar Mishra (DIN: 00228438) being eligible and seeking re-appointment, is proposed to be appointed as an Independent Director for a term of five years.

Shri Mohandas Shenoy Adige (DIN: 00280925) is a Non-Executive (Independent) Director of the Company. Shri Mohandas Shenoy Adige (DIN: 00280925) retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Shri Mohandas Shenoy Adige (DIN: 00280925) being eligible and seeking re-appointment, is proposed to be appointed as an Independent Director for a term of five years.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the Board, as well as their shareholding as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

Shri Girdharilal Lath, Managing Director of the company has resigned from the Board with effect from 6th August, 2014 and Shri Jignesh Mehta resigned as a Director of the Company with effect from 12/02/2014.

The Directors place on records their sincere appreciation for the valuable contribution made by Shri Girdharilal Lath during his tenure as Managing Director and by Shri Jignesh Mehta during their tenure as Director of the Company.

11. Company Secretary & Compliance Officer:

Shri Amit Pal has resigned w..e.f. 13/06/2014 and Shri Vineet Tripathi has been appointed as the Company secretary & Compliance Officer w.e.f. 24/06/2014.

12. AUDITORS & AUDITORS REPORT:

M/s. JAIPRAKASH UPADHYAY & Co., Chartered Accountants, Mumbai (Firm registration no. 125073W), Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. JAIPRAKASH UPADHYAY & Co., Chartered Accountants, Mumbai (Firm registration no. 125073W) to the effect that their appointment, if made, would be within the prescribed limits under provisions of the Act, and that they are not disqualified for such appointment.

The Auditors in the Auditor''s Report on the Consolidated Financial Statement for the year 2013- 2014, has made an observation with respect to the investment in associate made during the year and previous year, valued at the historical cost in the financial statements of the Company, no

adjustment have been made in the Consolidated Financial Statements as at 31st March, 2014 as the financial statements of the associate were not available.

Management Response - The action and steps are being taken to account the investment in associate, in Consolidated Financial Statement, in accordance with the Accounting Standard (AS) 23 "Accounting for Investments in Associates in Consolidated Financial Statement" issued by The Institute of Chartered Accountants of India and make necessary adjustment to the carrying value of the investment in associate accordingly.

The Auditors in the annexure to the audit report have made an observation with respect to the Public Deposit of Rs. 15,000/- accepted by the company that company has complied all the provisions and rules except the rule framed regarding the maintenance of liquid assets by the Companies (Acceptance of Deposit) Rules, 1975, where the company has not maintained the liquidity as prescribed in the rule for repayment of deposit

Management Response - The Company had maintained the liquidity as prescribed in the rules however the same was not in the prescribed form as laid down in the Companies (Acceptance of Deposit) Rules 1975.

The Company undertakes to maintain the liquidity in prescribed form as laid down in the Companies (Acceptance of Deposit) Rules 1975.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the stock Exchange, a Management Discussion and Analysis Report are appended to this report.

14. CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms part of this report.

Corporate Governance Compliance Certificate obtained from the Auditors of the company is also attached to this report.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its offices, facilities etc. Energy conservation is always given focus from the point of view of cost control and also a social responsibility. Strict control and monitoring of usage, good upkeep and turning off of equipments, results in optimum usage of electrical power. To enhance its capability and customer services, the Company continues to make significant investments in research and development. The Company will continue to invest in the latest technologies to suit the business needs in the market place. Training employees in the latest and relevant technologies would continue to remain a focus area.

Foreign exchange earnings & outgo:

Particulars 2012-2013 2011-2012

Total foreign Exchange earnings - -

Total Foreign Exchange outgo - -

16. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company pursuant to the section 4 of the sexual Harassment of Women at work place (Prevention, prohibition and Redressal) Act 2013 and Rules made there under had constituted the Internal Complaints Committee to lodge complaints if any. During the year no complaint was lodged.

17. ACKNOWLEDGEMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support during the year.

For and on behalf of the Board of Directors Place: Mumbai Yashovardhan Birla Date: 25th August, 2014 SD/- Chairman

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Mar 31, 2013

To, The Members

The Directors are pleased to present the Twenty First Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Amounts in Lakhs)

PARTICULARS AS ON 31.03.2013 AS ON 31.03.2012

Rupees. Rupees.

Total Income 22,520.04 22,392.09

Total Expenditure 21,059.53 21,068.11

Interest & Financial Charges 404.86 281.62

Profit/(Loss) before Tax and Depreciation 1,055.65 1,042.35

Less: Depreciation 540.15 408.21

Profit/(Loss) Before Tax 515.50 634.14

Less: Provision for Taxation___

Current MAT 105.00 127.49

Less: MAT Credit Entitlement (33.30) 3.51

Deferred Tax (61.68) 77.27

Earlier year Expenses 0.21 -

Profit/(Loss) After Tax 505.28 425.87

Add:- Balance brought forward from last Year 1,446.63 1,020.76

Add:- Transfer from Amalgamation Reserve Account

Balance Carried to Balance Sheet 1,951.91 1,446.63

Earnings Per Share 2.41 2.03

OPERATIONS

The total sales of the Company for the financial year ended on 31st March, 2013 were Rs. 22,520.04 Lakhs as against Rs. 22,392.09 Lakhs during the last financial year ended on 31st March, 2012. Similarly the net (Loss)/Profit after tax during the same periods were Rs. 505.28 Lakhs and Rs. 425.87 Lakhs.

The Consolidated sales stood at Rs. 27,936.72 Lakhs against Rs. 24,648.23 Lakhs during the preceding year. The Consolidated net (Loss)/ Profit before tax during the year was Rs. 953.05 Lakhs as against Rs. 743.72 Lakhs in the previous year.

PERFORMANCE REVIEW:

During the year under review the total income of the Company increased by Rs.127.95 Lakhs in 2012-13 and the profit after tax increased by Rs.79.41 Lakhs over the previous year. The Company''s reserves and surplus stand at Rs.8781.05 Lakhs as at March 31, 2013.

DIVIDEND:

In order to preserve funds for future activities, your Directors do not recommend any dividend for the financial year ended 31st March 2013.

SUBSIDIARY COMPANY:

The Company has three subsidiaries i.e.

1. Birla Edutech Limited.

2. Wholly-owned foreign subsidiary, viz. Birla Shloka Edutech ltd.FZE.

3. Ojus Healthcare private Limited

The important developments that have taken place during the year under report in the subsidiary of the Company are dealt with hereunder:

Birla Edutech Birla Shloka Edutech Ojus Health care Limited (Amount Limited - FZE Private Particulars limited in INR) (Amount in Dirham / INR) (Amount in INR)

Country of Incorporation India United Arab Emirates India

Total Capital Employed 43,49,34,965 39,47,812/5,83,88,133 3,75,43,201

Profit After Tax for the year 2,95,535 28,51,955/4,08,40,963 4,61,685

Total Assets 50,19,90,721 54,99,242/8,13,33,783 6,75,21,196

Interest of Holding Company (in %) 86.53% 100% 51.10%

FINANCIAL STATEMENT OF SUBSIDIARY COMPANIES:

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08- February, 2011.it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board Of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid circular, a summarized statement of financial position of the subsidiary has been appended to the Annual Report elsewhere. In terms of Accounting Standards 21 issued by the Institute of Chartered Accountants of India, the Consoli9dated Financial Statements includes the financial information of the Subsidiary.

BUSINESS REVIEW & FUTURE PROSPECTS:

The Company has a curriculum based educational software program viz., ''XL@school'' as per the syllabus prescribed by different Educational Boards that is designed to impart academic knowledge through electronic media. To cope up with the increased business opportunities, your Company has made considerable investment in research and development areas, ongoing quality enhancement program and infrastructure facilities, etc. The Company has planned to expand its business in Information and Communication Technology (ICT) solution for various government schools segment.

The governments are keen to explore the Public Private Partnership (PPP) model for setting up of Schools which the private partner will design, build, finance and manage. The company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too.

The Company is aggressively participating in tenders of various state government projects and vigorously pursuing such initiatives across the country.

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 that:

(i) In the preparation of the accounts for the financial year ended 31- March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31- March, 2013 and of the profit of the Company for the year under review;

(iii) 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; and

(iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

PUBLIC DEPOSITS:

As on 31st March, 2013, the Company has fixed deposit of Rs.1100.61 Lacs. There are no unpaid deposits payable as of 31st March 2013. Also, there is no default in payment of interest and Repayment of matured Deposit.

PARTICULAR OF EMPLOYEES:

During the year under review, there was no employee covered under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendment Rules, 2011.

DIRECTORS:

In terms of Article 129 and Section 256 of the Companies Act, 1956, Mr. Mohandas Shenoy Adige retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume of Mr. Mohandas Shenoy Adige, nature of his expertise in specific functional areas, and names of Companies in which he holds directorship and the membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

Mr. Girdharilal Lath was appointed as an Additional Director of the Company with effect from 8th January 2013. A notice has been received from a shareholder proposing Mr. Girdharilal Lath''s candidature as a Director of the Company. Additionally Mr. Girdharilal Lath was appointed as Managing Director for the period of three years from 08.01.2013 to 07.01.2016. The Board of Directors of the company in their meeting held on 8th January 2013 appointed Mr. Girdharilal Lath as additional Director. He holds office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Mr. Girdharilal Lath as a Director of the Company. Further in the same Board Meeting held on 08.01.2013, Board appointed Girdharilal Lath as Managing Director of the Company for a period of three years w.e.f. 08.01.2013 subject to approval of Members.

Mr. Jignesh Mehta was appointed as an Additional Director of the Company with Effect from 29th August 2013. A Notice has been received from shareholder proposing Mr. Jignesh Mehta''s candidature as a Director of the Company.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the Board, as well as their shareholding as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

Mr. Nidigallu Srikrishna, Executive Director resigned from the Board with effect from 8th January, 2013 and Mr. Anoj Menon resigned as a Director of the Company with effect from 30th May, 2013 and Mr. Tushar Dey resigned as a Director of the Company with effect from 29th August, 2013.

The Directors place on records their sincere appreciation for the valuable contribution made by Mr. Nidigallu Srikrishna during his tenure as Executive Director and by Mr. Anoj Menon and Mr. Tushar Dey during their tenure as Director of the Company.

AUDITORS & AUDITORS REPORT:

M/s LKM & Co., Chartered Accountants, Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. LKM. & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors in the annexure to the audit report have made an observation with respect to the Public Deposit of Rs. 11,00,61,000/- except the rule framed regarding the maintenance of liquid assets by the Companies (Acceptance of Deposit) Rules,1975, where the company has not maintained the liquidity as prescribed in the rule for repayment of deposit

Management Response - The Company had maintained the liquidity as prescribed in the rules however the same was not in the prescribed form as laid down in the Companies (Acceptance of Deposit) Rules 1975.

The Company Undertake to maintain liquidity in prescribed form as laid down in the Companies (Acceptance of Deposit) Rules 1975.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the stock Exchange, a Management Discussion and Analysis Report are appended to this report.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms part of this report.

Corporate Governance Compliance Certificate obtained from the Auditors of the company is also attached to this report.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents of the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Place: Mumbai Yashovardhan Birla

Date: 29- August, 2013 Chairman

---

Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Amount in Lakhs)

Particulars As on 31.03.2012 As on 31.03.2011 Rupees Rupees

Total Income 22,392.09 18,707.49

Total Expenditure 21,068.11 17464.49

Interest & Financial Charges 281.62 74.55

Profit/(Loss) before Tax and Depreciation 1042.35 1168.45

Less: Depreciation 408.21 596.20

Profit/(Loss) Before Tax 634.14 572.25

Less: Provision for Taxation

Current MAT 127.49 118.14

Less: MAT Credit Entitlement 3.51

Deferred Tax 77.27 (15.82)

Earlier year Expenses 14.44

Profit/(Loss) After Tax 425.87 455.50

Add:- Balance brought forward from last Year 1020.76 565.26

Add:- Transfer from Amalgamation Reserve Account

Balance Carried to Balance Sheet 1446.63 1020.76

Earnings Per Share 2.03 2.60

DIVIDEND

In order to preserve funds for future activities, your Directors do not recommend any dividend for the financial year ended 31st March 2012.

SUBSIDIARY COMPANY:

The Company has two subsidiaries i.e.

1. Birla Edutech Limited.

2. Birla Shloka Edutech ltd.FZE (Wholly-owned foreign subsidiary).

The important developments that have taken place during the year under report in the subsidiary of the Company are dealt with hereunder:

Particulars Birla Edutech Limited Birla Shloka Edutech (Amount in INR) Limited- FZE (Amount in Dirham/INR)

Country of Incorporation India United Arab Emirates

Total Capital Employed 35,78,89,444 10,95,857 / 1,53,73,059

Profit After Tax for the year 40,91,259 10,51,802 / 1,49,30,403

Revenue 2,14,93,940 1,58,20,401/ 22,19,33,331

Interest of Holding Company (in %) 86.67% 100%

FINANCIAL STATEMENT OF SUBSIDIARY:

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08th February, 2011.it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board Of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid circular, a summarized statement of financial position of the subsidiary has been appended to the Annual Report elsewhere. In terms of Accounting Standards 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of the Subsidiary.

PERFORMANCE REVIEW:

During the year under review the total income of the Company increased by Rs.3684.6 Lakhs in 2011-12 and the profit after tax decreased by Rs.29.63 Lakhs over the previous year. The Company's reserves and surplus stand at Rs.8105.24 Lakhs as at March 31, 2012.

BUSINESS REVIEW & FUTURE PROSPECTS:

The Company has a curriculum based educational software program viz., 'XL@school' as per the syllabus prescribed by different Educational Boards that is designed to impart academic knowledge through electronic media. To cope up with the increased business opportunities, your Company has made considerable investment in research and development areas, ongoing quality enhancement program and infrastructure facilities, etc. The Company has planned to expand its business in Information and Communication Technology (ICT) solution for various government schools segment.

The governments are keen to explore the Public Private Partnership (PPP) model for setting up of Schools which the private partner will design, build, finance and manage. The company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too.

The Company is aggressively participating in tenders of various state government projects and vigorously pursuing such initiatives across the country.

PARTICULAR OF EMPLOYEES:

During the year under review, there was no employee covered under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

PUBLIC DEPOSITS:

During the year under review, the Company has invited fresh Fixed Deposits from its shareholders and general public.

As on 31st March, 2012, the Company has received fixed deposit of Rs.52.84 Lacs. There are no un-paid deposits payable as of 31st March 2012. Also, there is no default in payment of interest and repayment of matured Deposit.

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 that:

(i) In the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year under review;

(iii) 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; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

DIRECTORS:

In terms of Article 129 and Section 256 of the Companies Act, 1956, Mr. Anoj Menon retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume of Mr. Anoj Menon, nature of his expertise in specific functional areas, and names of Companies in which he holds directorship and the membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

AUDITORS & AUDITORS REPORT;

M/s LKM & Co., Chartered Accountants, Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. LKM. & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors in the annexure to the audit report have made an observation with respect to the Income Tax overdue for the Financial Year 2010-2011 of Rs. 106,37,187/- out of which Company has paid Rs. 32,00,000/ during the year.

However, the Company is in the process of paying the balance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended to this report.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms part of this report.

Corporate Governance compliance certificate obtained from the Auditors of the company is also attached to this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its offices, facilities etc. Energy conservation is always given focus from the point of view of cost control and also a social responsibility. Strict control and monitoring of usage, good upkeep and turning off of equipments, results in optimum usage of electrical power. To enhance its capability and customer services, the Company continues to make significant investments in research and development. The Company will continue to invest in the latest technologies to suit the business needs in the market place. Training employees in the latest and relevant technologies would continue to remain a focus area.

Foreign exchange earnings & outgo:

Particulars 2011-2012 2010-2011

Total foreign Exchange earnings - 8,94,100

Total Foreign Exchange outgo - 15,668

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents of the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Yashovardhan Birla

Date: 10th August, 2012 Chairman

---

Mar 31, 2011

The Members,

The Directors are pleased to present the Nineteenth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Amount in Lakhs)

Particulars As on 31.03.2011 As on 31.03.2010 Rupees Rupees

Total Income 19,222.14 18,014.21

Total Expenditure 17,990.24 17,237.17

Interest & Financial Charges 63.44 32.16

Profit/(Loss) before Tax and Depreciation 1168.5 744.88

Less: Depreciation 596.20 210.49

Profit/(Loss) Before Tax 572.25 534.39

Less: Provision for Taxation — —

Current MAT 118.14 90.82

Less: MAT Credit Entitlement — (90.82)

Deferred Tax (15.82) 33.36

Earlier year Ta x Expenses 14.44 —

Profit/(Loss) After Tax 455.50 501.03

Add:- Balance brought forward from last Year 565.26 64.23

Add:- Transfer from Amalgamation Reserve Account — —

Balance Carried to Balance Sheet 1020.76 565.26

Earnings Per Share 2.60 6.96

DIVIDEND

In order to preserve funds for future activities, your Directors do not recommend any dividend for the financial year ended 31st March 2011.

SUBSIDIARY COMPANY:

The Company has one wholly-owned foreign subsidiary, viz..Birla Shloka Edutech ltd.FZE.

The important developments that have taken place during the year under report in the subsidiary of the Company are dealt with hereunder:

Particulars 2010-2011 2010-2011 2009-2010 2009-2010 Foreign currency Indian Rs. Foreign currency Indian Rs.

Revenue 723750AED 89,22,245 N.A N.A

Profit 9055AED 1,11,629 N.A N.A

FINANCIAL STATEMENT OF SUBSIDIARY:

In terms of General Circular issued by the Central Government under Section 212(8) of the Companies Act, 1956 vide Circular No. 5/12/2007-CL-III dated 08th February, 2011.it was decided to grant general exemption from attaching copies of the Balance Sheet, Profit and Loss Account, Report of the Board Of Directors and the Report of the Auditors of the Subsidiary Companies to the Balance Sheet of the Company provided certain condition are fulfilled. However, as required under the aforesaid circular, a summarized statement of financial position of the subsidiary has been appended to the Annual Report elsewhere. In terms of Accounting Standards 21 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements includes the financial information of the Subsidiary.

PERFORMANCE REVIEW:

During the year under review the total income of the Company increased by Rs.1207.93 Lakhs in 2010-11 and the profit after tax decreased by Rs.45.53 Lakhs over the previous year. The Company's reserves and surplus stand at Rs.7644.57 Lakhs as at March 31, 2011.

GLOBAL DEPOSITORY RECEIPTS ISSUE OF THE COMPANY:

The Company has allotted 2,79,785 Global Depository Receipts on 6th August 2010 representing 69,94,625,underlying Equity Shares of Rs. 10/- each (offering at.Rs.65.25 each) at an offer price of USD 35.74 per Global Depositary Receipt aggregating to USD 9.99 million equivalent to Rs. 46.12 Crores.

The funds raised through GDR have been utilized towards the Company's long term working capital and to finance future projects, acquisitions and other corporate purposes.

LISTING OF SHARES WITH THE NATIONAL STOCK EXCHANGE:

The Board of Directors of your Company has proposed to get the shares of the Company listed with the National Stock Exchange of India. NSE is the largest exchange in the country in terms of trading and with its unprecedented reach will be beneficial to the shareholders in terms of liquidity and marketability of its shares. The Board has made the application to Exchange and is awaiting their approval.

BUSINESS REVIEW & FUTURE PROSPECTS:

The Company has a curriculum based educational software program viz., 'XL@school' as per the syllabus prescribed by different Educational Boards that is designed to impart academic knowledge through electronic media. To cope up with the increased business opportunities, your Company has made considerable investment in research and development areas, ongoing quality enhancement program and infrastructure facilities, etc. The Company has planned to expand its business in Information and Communication Technology (ICT) solution for various government schools segment.

The governments are keen to explore the Public Private Partnership (PPP) model for setting up of Schools which the private partner will design, build, finance and manage. The company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too.

The Company is aggressively participating in tenders of various state government projects and vigorously pursuing such initiatives across the country.

The company has been awarded one such project by Adivasi Development Department of Government of Maharashtra, Nasik, for implementation of ICT project in 552 tribal Schools in Maharashtra, the project has to be completed in BOOT (Build Own Operate Transfer) Model in three years, the company has successfully Implemented first phase of the said project, the total revenue expected from the said project is Approx. 29.5 Cr. In Three years.

PARTICULARS OF EMPLOYEES:

In terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and particulars of the employees required to be set out in the Directors Report are given in the Annexure appended to this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year under review;

(iii) 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; and

(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

DIRECTORS:

In terms of Article 129 and Section 256 of the Companies Act, 1956, Mr. Mohandas Shenoy Adige retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A brief resume of Mr. Mohandas Shenoy Adige, nature of his expertise in specific functional areas, and names of Companies in which he holds directorship and the membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Report on Corporate Governance forming part of the Annual Report.

AUDITORS & AUDITORS REPORT:

M/s LKM & Co., Chartered Accountants, Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. LKM. & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors in the annexure to the audit report have made an observation with respect to a Service Tax overdue amount of Rs. 22.11 Lakhs (net) and CST payable is Rs. 6.96 Lakhs. However the Company has paid the said amount on 2nd June 2011.

The Auditors in the annexure to the audit report have made an observation with respect to appointment of Internal Auditor, in this regard the company has taken necessary steps and appointed M/s Gopal K Garg & Co. Chartered Accountants as internal auditor of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended to this report.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms part of this report.

Corporate Governance compliance certificate obtained from the Auditors of the company is also attached to this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its offices, facilities etc. Energy conservation is always given focus from the point of view of cost control and also a social responsibility. Strict control and monitoring of usage, good upkeep and turning off of equipments, results in optimum usage of electrical power. To enhance its capability and customer services, the Company continues to make significant investments in research and development. The Company will continue to invest in the latest technologies to suit the business needs in the market place. Training employees in the latest and relevant technologies would continue to remain a focus area.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents of the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Place : Mumbai Yashovardhan Birla

Date : 20th May, 2011 Chairman

---

Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Amount in lakhs) Particulars As on 31.03.2010 As on 31.03.2009 Rupees Rupees

Total Income 18,014.21 10,402.66

Total Expenditure 17,237.17 10,310.50

Interest & Financial Charges 32.16 4.67

ProfitV(Loss) before Tax and Depreciation 744.88 87.49

Less: Depreciation 210.49 47.91

Profit/(Loss) Before Tax 534.39 39.58

Less: Provision for Taxation

Current MAT 90.82 3.14

Less: MAT Credit Entitlement (90.82) -

Deferred Tax 33.36 4.98

Profit/(Loss) After Tax 501.03 31.46

Add:- Balance brought forward from last year 64.23 -

Add:- Transfer from Amalgamation Reserve Account - 32.77

Balance Carried to Balance Sheet 565.26 64.23

Earning Per Share 6.96 0.52

DIVIDEND:

In order to preserve funds for future activities, your Directors have not recommended any dividend for the financial year ended 31st March 2010.

PERFORMANCE REVIEW:

During the year under review the total income of the Company increased by Rs.7,611.56 Lakhs and the profit after tax increased by Rs.469.58 Lakhs over the previous year. The Companys reserves and surplus stand at Rs. 3,093.73 Lakhs as at 31st March, 2010.

BUSINESS REVIEW & FUTURE PROSPECTS:

The Company has a curriculum based educational software program viz., XL@school as per the syllabus prescribed by different educational boards and is designed to impart academic knowledge through electronic media. To cope up with the increased business opportunities, your Company has made considerable investment in research and development areas, ongoing quality enhancement program and infrastructure facilities, etc. The Company has planned to expand its business in Information and Communication Technology (ICT) solution for various government schools segment.

The governments are keen to explore the Public Private Partnership (PPP) model for setting up of Schools which the private partner will design, build, finance and manage. The Company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too.

The Company is aggressively participating in tenders of various state government projects and vigorously pursuing such initiatives across the country.

FOLLOW-ON PUBLIC ISSUE OF THE COMPANY:

Your Company had come out with a further public issue in the month of January, 2010 for 69,55,000 equity shares of Rs.10/- each for cash at a premium of Rs 40/-per share (i.e. at an offering price of Rs 50/- per share) aggregating to Rs. 34,77,50,000/-.

The Issue was received well by the public and was oversubscribed 1.41 times. The said shares have been listed on all the exchanges with which the Company is listed, i.e. Bombay Stock Exchange Limited, Calcutta Stock Exchange Limited & Ahmedabad Stock Exchange Limited.

GLOBAL DEPOSITORY RECEIPTS ISSUE OF THE COMPANY:

Your Directors propose to raise funds by tapping foreign markets through Global Depository Receipts. The funds to be raised are proposed to be utilised towards the Companys long term working capital and to finance future projects, acquisitions and other corporate purposes.

LISTING OF SHARES WITH THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED & DELISTING FROM CALCUTTA & AHMEDABAD STOCK EXCHANGES:

The shares of your Company are listed on Bombay Stock Exchange Limited (BSE), Ahmedabad Stock Exchange Limited (ASE) and Calcutta Stock Exchange Limited (CSE).

The Board of Directors of your Company has proposed to get the shares of the Company listed with the National Stock Exchange of India also. NSE is the largest stock exchange in the country in terms of trading and with its unprecedented reach will be beneficial to the shareholders in terms of liquidity and marketability of its shares. The Board has made the application to Exchange and is awaiting their approval.

Further, the trading volume in Ahmedabad Stock Exchange Limited and Calcutta Stock Exchange Limited is very insignificant. Hence it is proposed that the Equity Shares of the Company be de-listed from Ahmedabad Stock Exchange Limited and Calcutta Stock Exchange Limited.

PARTICULAR OF EMPLOYEES:

In terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and particulars of the employees required to be set out in the Directors Report are given in the Annexure appended to this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the Public or the Shareholders during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year under review;

(iii) 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; and

(iv) The Directors have prepared the annual accounts of the Company on a going concern basis.

DIRECTORS:

In terms of Article 129 of the Articles of Association of the Company and Section 256 of the Companies Act, 1956, Mr. Tushar Dey retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS & AUDITORS REPORT:

M/s L.K.M & Co., Chartered Accountants, Statutory Auditor of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. L.K.M. & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors in the annexure to the audit report have made an observation with respect to a Service Tax overdue of Rs. 36.71 lakhs (net). The Company is taking necessary steps to make payment of the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended to this Report.

CORPORATE GOVERNANCE REPORT:

A report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is attached as a separate annexure and forms part of this Report.

Corporate Governance compliance certificate obtained from the Auditors of the Company is also attached to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Although the Company is not engaged in manufacturing activities, the Company makes every effort to conserve energy as far as possible in its offices, facilities etc. Energy conservation is always given focus from the point of view of cost control and also a social responsibility. Strict control and monitoring of usage, good upkeep and turning off of equipments result in optimum usage of electrical power. To enhance its capability and customer services, the Company continues to make significant investments in research and development. The Company will continue to invest in the latest technologies to suit the business needs in the market place. Training employees in the latest and relevant technologies would continue to remain a focus area.

There was no foreign exchange earning and out go during the year under review.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents of the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Mohandas Shenoy Adige Nidigallu Srikrishna Place: Mumbai Director Managing Director

Date: 27th May, 2010