DIRECTORS' REPORT

The Members of Aptech Limited

Your Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2015.

OPERATIONS REVIEW

The core retail business of Aptech continued to grow in terms of top line in FY2014-15. Excluding the accrual revenue for MAAC, IT Training and Aptech Aviation brands, which was impacted because of change in MAAC accounting policy and own center exits, the overall Individual Training segment grew by 5.9%. Within the overall Individual Training segment, the domestic business witnessed a jump of 5.2% while the international business went up by 6.7%.

The Company continued to have zero debt and has cash balances of Rs. 3,788.53 lacs as on 31st March 2015.

In the last few years Aptech has improved its franchise model into a Career Education platform which can be leveraged to deploy additional new brands/ products in the Career Education space. The Company is innovating to make this a differentiated platform so as to give a competitive edge to a new product right from the beginning. The new product to be launched would be Aptech Banking & Finance Academy in the first half of year FY2015-16 based on the groundwork done in current financial year. Digitization is one of the key pillars of this effort. Right from the initial investments into an online center ERP system and shift of marketing spend to online medium, Aptech has slowly and surely started to increase its digital footprint. With the launch of Online Varsity two years back for its retail brands, most of the courseware has now moved online and each year a greater percentage of students are experiencing Digital Aptech through this platform.

The other key element to Aptech's value proposition to the students going forward will be events and engagement activities to be conducted by Aptech at the brand level and franchise partner at the center level. With this approach in FY2014-15, the Company launched many new events such as 'Evolve' for IT Training, 'Kalakari' in Arena Animation, 'Panorama' for Aptech Aviation, and MaacKlick, MAAC Creative League, Masterclass and 100HRS in MAAC. The Organized Retail training partnership with the TRRAIN foundation has catapulted in FY2014-15 to total enrolments of 2,924 students as against 666 in FY2013-14.

In FY2014-15, the Company's strength of network of centers was 952 as on 31st March 2015. New center additions were 114 vs. 130 in the previous financial year. Gross additions in the international market were 37 as against 33 in FY2013-14. The Company entered into many newer markets during the year such as Bahrain, Mozambique, Libya, Zimbabwe, Kenya and Swaziland.

The Company for the 12th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam (2003 - 2014). Student film from a MAAC center in Mumbai won the Best Animation Award in Indian Cine Film Festival 2014 and 'The Resilient Bangalore Traffic Cop', a documentary made by MAAC students, won many accolades and award. Indian VFX and Animation Council (IVAC) endorsed MAAC courses. Some of the other recognitions included 'Microsoft -Wizard of Technology' award and certificate for 3 Aptech Trainers/ Faculties.

DIVIDEND

During the year under review, two Interim Dividends of Rs. 1.50 and Rs. 1.75 per equity share were paid to the shareholders as approved by the Board of Directors at its meetings held on 9th February 2015 and 29th April 2015 respectively. With this, the total dividend for the year ended 31st March 2015 is Rs.3.25 per share (32.50%).

DIRECTORS

At the ensuing Annual General Meeting, Mr. Maheshwer Peri, Mr. Vijay Aggarwal and Mr. Ramesh Damani are proposed to be appointed as Independent Directors upto 31st March 2019. Mr. Rajiv Agarwal, Director of the Company, retiring by rotation and being eligible offers himself for re-appointment.

Mr. Walter Saldanha ceased to be Director of the Company with effect from 31st July 2014.

Keeping in view the legal requirements, the Board of Directors at its meeting held on 24th September 2014, appointed Ms. Madhu Jayakumar as an Independent Director for five years. Her appointment was approved by the shareholders at the last Annual General Meeting. At the time of appointing Ms. Madhu Jayakumar, a formal letter of appointment was given to her which has been posted on the Company's website on the link <http://www.aptech->worldwide.com/downloads/Letter-of-appointment-Madhu.pdf. By way of introduction to the Company, a detailed Corporate presentation was given to her which is posted on the Compay's website on the link <http://www.aptech-worldwide.com/pages/investor-relations/investorrelations.html>.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

The performance evaluation of the Independent Directors who will be appointed at the ensuing Annual General Meeting was carried out by the entire Board. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31, 2015, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have 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 for the year ended March 31, 2015 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Scheme of merger of Maya Entertainment Limited, wholly owned subsidiary with Avalon Aviation Academy Private Limited, another wholly owned subsidiary from appointed date 1st April 2013 was sanctioned by the Hon'ble Bombay High Court on 5th September, 2014 and the same became effective from 23rd September 2014 on filing of the Scheme with the Registrar of Companies. On and from effective date of the scheme, Maya Entertainment Limited ceased to exist. Name of Avalon Aviation Academy Private Limited, thereupon was changed to Maya Entertainment Limited effective 21st October 2014.

The balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies for the year ended 31st March 2015 shall be available on the Company's website (www.aptech-worlwide.com ) and will also be available for inspection by any member of the Company at its registered office during Company's business hours.

A statement containing salient features of the financial statements of subsidiaries is also included in Form AOC-1 in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend (k) percentage of shareholding.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company's operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given (Refer point No.B-6 & B-7 of Note 16).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Company Secretary at the registered office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. The Company has received certificate from Khimji Kunverji & Co. dated 10th April 2015 confirming that their re-appointment for the year 2015-16, if made at the ensuing Annual General Meeting of the Company will be in accordance with the provisions of the Companies Act, 2013 and as per the term prescribed under the said act.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

C. Y. Pal Ninad Karpe

Vice Chairman Managing Director & CEO

Place : Mumbai

Date : 2nd July, 2015