Core Projects Annual Report 2008 09 Final

CORE Projects and Technologies Limited
Annual report 2008-09

Forward Looking Statement
In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend
our prospects and take investment decisions. This report and other statements - written and oral - that
we periodically make contain forward-looking statements that set out anticipated results based on the
management’s plans and assumptions. We have tried wherever possible to identify such statements by
using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words
of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we
have been prudent in assumptions. The achievements of results are subject to risks, uncertainties, and
even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should
underlying assumptions prove inaccurate, actual results could vary materially from those anticipated,
estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly
update any forward-looking statements, whether as a result of new information, future events or
otherwise.

Chapters
2 About us
4 The year under review
6 Chairman’s statement
8 Shiksha. Sakshamta. Saaksharta. Sampannata.
24 CEO’S review
26 CORE-K12 President’s review
28 Corporate social responsibility
30 Know our products
34 Our CORE team
36 Board of Directors’ profiles

38 Directors’ report
46 Management discussion and analysis
60 Corporate governance

73 Financial Statements
74 Standalone Financial Statements
104 Consolidated Financial Statements
128 Corporate Information

‘Padhoge likhoge
banoge nawaab….’
- An Indian saying

1 Core Projects & Technologies Ltd.

About us

Solutions provided to more than 25,000 schools

Touching lives of more than 20,000,000 students

Trained over 100,000 teachers

Presence in more than 20 US States

40 LEA and Institutions in UK

8 African countries

3 Caribbean nations

2 Indian states

We are CORE Projects and Technologies Limited, India’s largest global education company
and we are enabling the creation of a better future across the globe by imparting best in
the class technological solutions that help the future generation imbibe quality education
worldwide. Since 2003-04, we have evolved to emerge as an integrated education company
having presence in more than 3 continents. We are focused on providing technology enabled
education solutions to government bodies, schools and students.


Presence

North America
Atlanta (GA)
North America
Princetion (NJ)

North America United Kingdom
Jersey City (GA) London

Middle East
UAE

North America
Santa Clara (CA)

India
Mumbai
Delhi
Hyderabad

Human resources
800+ resources across the world as on 31st March, 2009

Key alliances
IBM, India
Indira Gandhi National Open University, India
Centre for Higher Learning, NASA Stennis Space Centre, USA
IL&FS-IETS, India

We are listed at
• Bombay Stock Exchange (BSE) – Stock code: 512199
• National Stock Exchange (NSE) – Stock code: COREPROTEC


The year
under review
Operational highlights

• The company acquired K12 Division of ‘The Princeton Review’ in February 2009
• Increased presence in US states; entered Florida, California and Texas
• The company signed a Memorandum of Understanding with the Indira Gandhi National Open University (IGNOU),
the largest Distance Education Institution globally under which IGNOU certifies the content created by CORE Projects

Financial highlights

• Consolidated Income increased by 51.80% from Rs. 4,462.92 mn in 2007-08 to Rs. 6774.95 mn in 2008-09
• EBIDTA increased by 104.66% from Rs.1,050.23 mn in 2007-08 to Rs. 2,149.70 mn in 2008-09
• EBIDTA margins increased from 23.53% in 2007-08 to 31.73% in 2008-09
• PAT increased by 68.90% from Rs. 847.83 mn in 2007-08 to Rs. 1,432.03 mn in 2008-09
• Net profit margins increased from 19% in 2007-08 to 21.14% in 2008-09


Performance trends

0 1000 2000 3000 4000 5000 6000 7000 8000 0 500 1000 1500 2000 2500

2009 6,774.95 2009 2,149.70

2008 4,462.92 2008 1,050.23

2007 1,942.70 2007 400.49

Net Sales (Rs. mn) EBITDA (Rs. mn)

0 300 600 900 1200 1500 0 5 10 15 20 25 30 35

2009 1,432.04 2009 23.36

2008 847.83 2008 21.81

2007 333.73 2007 31.79

Net Profit (Rs. mn) Return on Net Worth (%)

0 5 10 15 20 25 0 5 10 15 20 25 30 35 40

2009 21.14 2009 16.89

2008 19.00 2008 11.54

2007 17.18 2007 38.33

Net Margin (%) Basic EPS (Rs.)


In 2003, when we embarked on a mission of creating
a sustainable company, we focused our energies
on being the change we wanted to see. I feel great
pride in stating that, six years on, we have realised a
part of our dream by creating a company that caters
to, nurtures and nourishes the aspirations of millions
of students across the world. Through knowledge.
Through technology. And through the zeal of creating
value – for all its stakeholders.

We have emerged as India’s largest global education
company having presence across 5 countries and one
of the leading companies in its field in the world’s
largest education markets – the US. In the last three
years, we have grown @ CAGR of 180% in terms of
Mr. Sanjeev Mansotra, CMD revenues, highlighting the results of our efforts.

Our efforts stem from our belief in the concept that
quality education forms the basic foundation of a
quality life. Education enables people to aspire and
follow their goals in a focused and logical way. In
other words, Shiksha (Education) enables Sampannata
(Wealth) and it’s never the other way round. However,
Shikhsa alone can’t be of any use unless imbibed by the
students. This is a process called, Saaksharta (Literacy).
In order to extend Saaksharta, Governments across the
Our efforts stem from our world have been taking active initiatives through aides

belief in the concept that and programmes. While the public education system in
the developed countries evolved with time, to cater to
quality education forms the education requirements of the students, the same
the basic foundation of has been largely inefficient in the developing countries
a quality life. Education like India. With India expected to be the youngest
enables people to aspire nation on the planet in terms of working population
and follow their goals age, the future sustainability of the economy would

in a focused and logical largely depend on the ability of our country to impart

way. In other words, the right quality of education in an affordable way.

Shiksha (Education) We, at CORE Projects had always been one of the key

enables Sampannata advocates for initiation of Public Private Partnership

(Wealth) and it’s never
the other way round.


Chairman’s statement
(PPP) model in Indian education sector. We believe state that we have grown in a year that was considered
that the PPP offers the perfect remedial measure to be one of the most challenging years in the past
for creating an efficient, affordable and sustainable decade, globally. While the performance highlights
public education system in India. In the last few the attractiveness and potential of the sector that we
years, education policies and procedures in India have cater to; it also highlights our Sakshamta or ability to
undergone a perceptional change, with the same navigate successfully through turbulent times.
being used as a medium to promote inclusive growth.
In the coming year, our focus would be not only to
I feel happy to state that the future we dreamt of, for
sustain our growth but to outperform it. The world
the millions of aspiring students, has become largely
over, education will continue to be a priority sector
attainable with the appropriate thrust on PPP given
and we will continue to extend our product presence
by the Government. To further enable translation
and abilities to do what we do best – enabling Shiksha
of these education policies into literacy, we at CORE
to attain Sampannata.
Projects continue to extend our proven Sakshamta or
abilities in terms of knowledge, products and solutions
as well as technology.
Sanjeev Mansotra
The Government of India has initiated various Chairman and Managing Director
programmes across all States to achieve education
for all. Schemes like Sarva Shikha Abhiyan (SSA) and
Rashtriya Madhyamik Yojna (RMSA) also encourage
participation of the private sector. With credible
experience in the developed markets, we at CORE
Projects have initiated participation in various
programmes with the State Governments to play a
larger role in enabling literacy. Our ability to partner
with the best in every vertical of technology (IBM),
knowledge (IGNOU) and infrastructure (ILFS/IETS) has
empowered us to offer and deliver time-bound end-
to-end solutions with the requisite quality and cost-
efficiency.

The year under review witnessed yet another feather
in our cap, with the acquisition of K12 division of
Princeton Review. We believe that this acquisition
would enable us to deliver a wider range of solutions to
our existing customers as well as enable us to unearth
additional opportunities with new clients.

In terms of financial performance, I feel very proud to


Shiksha.
Sakshamta.
Saaksharta.
Sampannata.
The world over, especially in India, education has always been regarded as a significant medium for attaining respect and social
status. India has always been on the forefront of empowering the world through education. From being the birthplace of the
oldest university (Nalanda) as early as 5th century B.C. to its contribution of the most invaluable ‘nothing’ ( ‘Zero’) to the world, it
has always redefined the standards of education. Gyaan or knowledge has been the foundation of our cultural heritage. Globally,
the country is well-known for its quality of intellectual capital. However when it comes to public education in India, the same has
been long neglected and is in dire need of reforms. With the education sector being focused upon as the main stimulator to the
future growth of the Indian economy, it offers a huge opportunity for reforms and revitalizing the sector.

At CORE Projects, we draw our inspiration from the belief that a good quality of life can only be attained by a great quality of
education. While education (Shiksha) itself is present in an institution form, the same doesn’t translate into literacy (Saaksharta)
spontaneously. With the concentrated efforts of the Government aimed at reforming the state of public education in India, the
country would need key enablers to impart ability (Sakshamta) at each level to ensure desired results. At CORE Projects, we have
been focused on the progressive development of all aspects and areas within the education sector globally, with credible presence
in the developed markets (USA and UK) as well as emerging markets (India). In the process of creating a prosperous future
(Sampannata) for millions of children, we have consistently pushed ourselves to develop competencies and ability (Sakshamta)
relevant to the education sector development.

Shiksha Sakshamta Saaksharta Sampannata

We at CORE Projects are dedicated to enabling the creation of a wealthy India that thrives on education and in the process, ensure
enhanced value for its stakeholders - students, teachers, administrators, educationists, employees and society. As a result, our
Sampannata (wealth) would be improving the standards of Shiksha (education) – our core focus in ensuring Saaksharta (literacy)
through our Sakshamta (ability).

In the following pages, we discuss the components that inspire us to perform and redefine the standards and medium of education
everyday, globally.


Shiksha.
The opportunity.

Core facts
Market size of various segments of Indian education (2009 estimated) Bln = billion

Mkt size (Bin Rs.) Mkt size (Bin USD) % Share
Pre School 17.86 0.36 1.7%
K-12 Education 471.30 9.43 45.2%
Higher Education 356.81 7.14 34.2%
Vocational Education 47.74 0.95 4.6%
Test Preparation 36.00 0.72 3.5%
English Coaching 11.92 0.24 1.1%
ICT in Schools 98.24 1.96 9.4%
Teacher Training 0.59 0.01 0.1%
Online Education 2.04 0.04 0.2%
Total 1042.52 20.85 100.0%
Source: Edelweiss Research


Education is the foundation on which a society’s prosperity and well being is built.

After 60 years of independence and 17 years of reform, India is still struggling to achieve literacy rates of 60% plus. Since
independence, education has been a priority sector for various governments leading to increased public expenditure. India’s
integration with the global economy through WTO and the policy of FDI (foreign direct investment) in education has increased
the interest of global and domestic investors and educational institutions in Indian education sector.

Amongst BRIC nations, India has the lowest literacy rate. At best, the literacy rate at primary and tertiary levels is comparable to
that of China, but secondary education attainment is way behind. Public expenditure, as a percent of GDP per capita, is the highest
for tertiary education, which is way above the average of BRIC nations. However, for primary and secondary education, the public
expenditure per capita is low. There is a clear gap in terms of the need and the public expenditure in K12 education.

The Government of India (GoI) aims to increase focus on education. The existing public expenditure as a percent of GDP is 3.5%
and raising it to 6% of GDP has been the aspiration (US spends 6% of GDP). The 86th Amendment to the Indian Constitution made
free and compulsory education a fundamental right for all children in the 6-14 age group. Towards making education interesting
and economically viable to poorer sections, the government has initiated a number of schemes and programmes—Sarva Shisksha
Abhiyan, Rashtriya Madhyamik Siksha Abhiyan, Mid-day Meal Scheme, Mahila Samakhya, among others. There are proposals with
the government like Voucher Schemes and Right to Education Bill (2005), (enacted in Parliament in July 2009) which will increase
reservations in schools and thus create a need for more schools.

The core opportunities
1. ICT
2. Teachers’ training
3. Examination management system
4. Content development
5. Vocational training
6. 3D immersive content for higher and technical education

Public education expenditure (International PPP$) Estimated Average Years of Education of Citizens (LHS)
GDP (International PPP$) Population aged 5.25 yrs Public Spending on Education as% of GDP (RHS)
Brazil

Italy

France

UK

Germany

India

Japan

China

USA

USA UK Canada India China Singapore
While China spends 2.2% of GDP, its estimated average years of
Even though India spends 3.5% of GDP ($30bn)
education of citizens is 10yrs (6 yrs for India)
on education, spends are highly disproportionate
Source: IDFC-SSKI

Largest K12 population globally - a young India
versus greying countries

India has the largest population in the age group 0-19 yrs

2008 2015

IES is by far the largest capitalised space in India with government
spend of USD 30 bn (2006; at ~3.7% of GDP, it is in line with
the global average). For the 11th 5-year Plan, the Centre has
allocated a 6x higher spend on education. Importantly, the
extent of the spends have created one of the ‘largest’ education
networks globally of ~1m schools and 18,000 higher education
India China US UK Brazil Japan institutes (HEIs) in India, home to the largest population within
Source: US Census International database the age group 0-24 years.


Sakshamta.
The ability.
While Shiksha is an institution formulated and controlled by the authorities – government and private, it needs a concentrated
effort to convert the same into Saaksharta. In the education sector, we have concentrated our energies and knowledge to develop
those abilities or Sakshamta. Over the years, we have created a credible competence that enables us to transform education into
literacy. In the following pages, we discuss our competence or Sakshamta.

Intellectual capital
Our business model revolves around the core trait of knowledge. Knowledge not only in terms of understanding the requirements
of the students in our key areas of market presence but also to assess and understand the key hindrances to be resolved to ensure
better translation of aspirations into empowerment. Since the education sector is highly diverse throughout the world in terms
of their administration, content, methods and operations; the presence in every key market demands for thorough knowledge
of every aspect. This can only be possible by associating with or recruiting the best available talent in the sector as well as the
geography. To ensure a knowledge driven organisation, we recruited highly credible educationists, who are renowned for their
understanding and insights of their respective markets.

We have always believed in consistent updation of intellectual capital through organic as well as inorganic initiatives. During the
year under review, we also acquired the K12 division of Princeton Review that strengthened our presence in content management
and ability to offer content-backed products and solutions like formative and summative assessment. We have also partnered with
Centre for Higher Learning, NASA for developing products and solutions in 3D Immersive Virtual Environment.

As a result of our ability to decipher new opportunities and create customised products to address them, we have created a
respected brand in the US and UK. We have invested in training and development of our resources, thereby enhancing our ability
to offer solutions customised to the diverse markets of presence.

In India, we have also recruited renowned industry experts and have partnered with reputed institutions like Indira Gandhi National
Open University (IGNOU), IBM and IETS. At CORE Projects, we have also initiated a culture of transparency and knowledge sharing
that has enabled us to create leaders at all the levels, with knowledge being the core factor that unites them.

Products
We have emerged as an integrated solutions provider for the education sector globally. We have developed our competence
to suit the demand for our markets of presence. While the public education system in US and UK are highly evolved in terms of
transparency and administration, our solutions for these markets aim at assisting the government run schools in various states in
terms of the management and utilisation of grants, student progress and administration of schools.

An exhaustive range of products and solutions cater to all aspects of education – from business or management of education to its
delivery– spanning across stages of education - K12, higher education and vocational training courses.


Student
Compliance &
Assessment Intervention Information
Reporting
Systems

Grants & Professional Government E-Content
Financial Development Consulting & Creation &
Management & Consulting Trainings Management

Institute
Education Child Tracking Vocational
Management
Portals System Training
System

A wide range of products and solutions grant us an ability to cater to 360 degree requirements for our customers in developed
as well as developing markets. While the developed markets like US and UK demand high-end solutions like assessment and
intervention to ensure enhanced student learning and development; the solutions required by the developing countries like India
relate to creation of information database and infrastructure to promote education programmes in the states.

Presence
Owing to our technological expertise, we have been able to translate our core focus on education sector into effective solutions.
In the first four years our operations, we emerged as one of the highly respected education companies in US. US being one of
the most developed education markets in the world, our presence and operations in US enabled us to learn and develop relevant
insights. These insights and learnings were then replicated in the UK market, resulting in establishing a substantial presence within
that market.

Armed with the thorough knowledge and understanding of developed markets, we entered India. Given our experience and
domain focus, we offered customised solutions to the Indian public education system. While the Indian public education system is
still at a very nascent stage, our experience and world-class products have equipped us with the required capabilities to transform
the challenges into opportunities.

In terms of cost competence, our global delivery model provides us with a leadership edge. Our global presence has enabled us
to offer education domain expertise from our local resources in the US and UK and implementation expertise from our highly
skilled engineers based in India. This positions us as a truly global player in the education domain with capabilities to implement
education solutions around the globe.


CORE – CAVE
At CORE Projects, we have always partnered with the best companies and institutions and in the process, utilised the relationship
to develop our product offerings and technological skills. We partnered with Centre for Higher Learning (CHL) at NASA
John C. Stennis Space Centre to develop our ability to offer virtual or visual-enabled learning solutions. In the process, we installed
India’s first full-fledged Immersive 3D Visualisation Centre in Navi Mumbai in March 2009. We also partnered Mechdyne (USA) for
the infrastructure requirements for the same.

A Cave Automatic Virtual Environment (better known by the recursive acronym CAVE) is an immersive virtual reality environment
where projectors are directed to three, four, five or six of the walls of a room-sized cube. CAVE system is best known as visualisation
of real-time 3D graphics on a desktop or an immersive virtual reality environment. A lifelike visual display is created by projectors
positioned outside the CAVE and controlled by physical movements from a user inside the CAVE. This multi-person, room-sized,
high-resolution, 3D, video and auditory environment can be used to present very immersive virtual environment simulations,
which can be used to impart quality education in complex topics that are not easily assimilated in a normal classroom environment.
Key areas are all sciences (Physics, Chemistry, Biology, Medicine, Engineering, Astrophysics etc.)

This 3D Immersive Visualisation technolgy is also suited for a host of industries like transportation, engineering design,
pharmaceuticals, health care, oil & natural gas, or disaster management - where real time situations can be simulated to enable
testing, training and creating ‘what if’ situations, in a customised, affordable and efficient way.


Saaksharta.
The mission.
The Indian elephant is running faster than one ever thought. One of the biggest reasons for the superior performance of the
economy has been its pool of young professionals which have been globally renowned for their insights and understanding. The
emergence of India as a service economy is indicative of its potential talent. The literacy rate in India is around 66%, post 62 years
of independence. With the economy targeting a growth rate of 7% for the coming decade, the demand for educated professionals
would increase considerably. This would also mean that the public education system would have to conrol the dropout rates and
impart quality education to create a self-sufficient pool of educated citizens.

Growth in Global working-Age Population (15-64)

Stock Addition to working age
Position 2005 population by 2010 Major Countries : Median

World 4168 314 2005 2010 2015 2020
India 691 71
India 24.3 25.6 27.1 28.7
Africa* 500 64
China 32.6 34.9 36.5 37.9
China 934 44
South East Asia 362 33 USA 36.1 36.6 37.0 37.6
Latin America 359 31 United Kingdom 39.0 40.3 40.9 41.2
Western Asia 132 17
Western Europe 40.7 42.4 44.0 44.9
USA 200 10
Europe 497 0 Japan 42.9 44.4 46.1 48.0

Japan 85 -3 In Million

*Note: Africa includes a group of 56 countries. Source: United Nations
Source: UN, Morgan Stanley Research


By 2015 India’s working age population (15-64 years) is expected to increase to about
770 million, as per UN estimates. The median age of Indian population is currently
24.3 years, the lowest among the large nations. To ensure the progress of the nation,
imparting quality education is more than just a social obligation, instead it is a priority
for attaining and sustaining a growth-led economy. The demand for the skilled workers
is expected to surge with liberalisation and increased consumption fuelling corporate
growth. In addition, with the SME segment being the second largest employer in India,
the demand for educated pool is expected to increase.

Education spend remains a priority for the Indian households, consisting of 15% in 2006
against 5.50% in 2000. This also reflects the higher cost of school education, which is
more than the cost of university education in India. Most of this has arisen out of lower
levels of transparency and effectiveness of the public education system. As a result, there
is a clear need to address the accountability factor in the public education spend and
assess its effectiveness in terms of translating the effort into literacy.

The basic aim of ensuring education for all will only be effective with higher enrolment
as well as better involvement of students. While the Sarva Shiksha Abhiyan and
Rashtriya Madhyamik Shiksha Abhiyan programmes have enabled higher enrolment
of students into the school; for higher retention and lower dropout rates, a more
concentrated effort of imparting quality education is required. The CORE mission of
Saaksharta calls for reforms not only at student level but also highlights the macro issue
of teacher training. The quality of education is directly related to the quality of the
teachers imparting it. With no formal institution offering teacher’s training initiative,
it becomes an attractive area for future growth. With the requisite resources including
domain knowledge, expertise and experience in the developed markets, this market
offers a huge opportunity for CORE Projects. Besides, the Government’s thrust on skill
development and vocational training also offers an attractive catchment area for us.

The focus on Saaksharta or promoting literacy has led to the Government’s initiative on
Public Private Partnership that will propel efficient delivery of education to the students
and increase the transparency and accountability in the public education system.

Sampannata.
The goal.
Education has always had a direct correlation with prosperity. A better quality of education
always results in superior quality of life. Being educated is always considered to be the key to
success. Being educated provides not only the ability to create wealth but also to contribute in
a larger way to the development of society. For ensuring the societal development and larger
inclusive growth, the Government of India has introduced a three-pronged agenda of expansion,
inclusion and excellence. While the idea of expansion relates to increased focus on creating
quality infrastructure that would support and address the education requirements of the children
in public schools. Inclusion would consist of measures that would instigate higher participation
of students from various social backgrounds. At the end, the excellence vertical would aim to
impart quality education that would not only enhance the knowledge of the students but would
also be more relevant in achieving their aspirations.

To participate in the wealth creation, we at CORE Projects are strengthening the very foundation
of Indian prosperity – the youth, who would not only partner India’s growth in the coming years
but would also elevate the standards of living for themselves.


Are you satisfied with the company’s
performance in 2008-09?
Absolutely! While the numbers speak for themselves,
what gives me immense pleasure is the fact that this
growth was achieved during one of the toughest
years, globally. Education sector is generally immune
to slowdowns in terms of government spending in the
respective countries, but our ability to offer an end-
to-end range of integrated education solutions also
enabled us to outperform the market sentiments. In
terms of numbers, we posted an increase of 55% in
consolidated income and our EBIDTA increased by
105%. We recorded an increase in the PAT by 69%.
The quality of growth achieved is commendable as it is

Mr. Prakash Gupta, CEO reflected through our increased margins, which in turn
reflects our consistent ability to offer products at the
higher end of the product value chain.

The company’s growth rates have decreased
in comparison to the last year. Was it a direct
impact of the economic slowdown?
We have grown at a faster pace, reflecting on our
ability to sustain growth. A decent part of this growth
was caused through our inorganic initiatives that
included acquisition of a number of players in the field
of education services. During 2008-09, we only acquired
a single company and that too at the end of the year.
Education sector is As a result, the impact of the same wasn’t visible on
generally immune to our numbers. In addition, with persistent recessionary
slowdowns in terms of phase during 2008-09, various governments deferred
government spending in their expenditure on various sectors including
the respective countries, education. We derive more than 90% of our revenues

but our ability to offer from US and UK, which were evidently the worst hit

an end-to-end range of economies during the year. In comparison to other
sectors, education in these countries fared pretty
integrated education
well, however not up to the potential. As a result, the
solutions also enabled us growth has been lower than the previous years.
to outperform the market
sentiments.


CEO’s review
Mr. Prakash Gupta, CEO reviews the company’s performance in 2008-09

What, therefore, is the outlook for CORE How are you building long term shareholder
Projects in the immediate future? value?
The outlook is highly encouraging for a number The two main tools to build, enhance and nurture
of reasons: we have strengthened our presence in shareholder value is by scaling up business and
segments like formative and summative assessment derisking it progressively. Our value driven approach is
domain which would enable us to tap the higher end reflected in the growing strength of our balance sheet.
of the education market in the US and UK. Besides, the We have deployed the most stringent internal control
recently announced stimulus for the education sector measures as well as proactively implemented corporate
would trigger additional demand for our services and governance practices that ensure that every action of
solutions in the US. We are looking at expanding our the management is shareholder value accretive. Our
services in India aggressively in the coming years, for dividend policy is generous. We believe in delivering
we feel that the education initiatives taken in the tangible returns to our stakeholders, and therefore,
country would be instigating inclusive growth and our dividend payouts also reflect the solidity of our
prosperity in the country in the coming years. As one of performance.
the leading companies in the sector with an integrated
approach and a proven set of products and solutions
rolled out globally, we expect to be a crucial partner
to this movement in the country.

What are the key challenges you seek to address
in achieving your goals?
Meeting challenges is an everyday’s schedule at CORE
Projects. Being operative in diverse geographies –
the developed as well as the developing, it is quite
challenging to ensure greater customisation of products
and knowledge for such distinct markets. As a result,
we have imbibed a culture of knowledge sharing
and enhancing our intellectual capital consistently.
The challenge in the coming years would range from
ensuring better technology, user-friendliness and
superior customisation to cater to diverse markets and
yet remain a leader in each one. Our tie-up with Centre
for Higher Learning, NASA is a case in point. Our first
mover advantage serves us well in maintaining our
leadership, but it is not enough. We are constantly
engaging with consumers and innovating on our
products and processes to retain our competitive
advantage.


What are the key opportunities that would
propel the growth of this division?
There are two key opportunities that would enable us
to propel our growth plan in the coming years. These
can be summed up under two broad heads – 1. The
increased preference for formative assessment and 2.
The demand for cost-competitive products.

As per leading Education industry analysts, the
significance and importance of summative assessment
would diminish and formative assessment would be
largely preferred. Even in the wake of competition, the
traditional competitive markers will continue to define
the sales appeal of formative assessment providers.
Key will be experience in delivery, weight of current
Mr. Kevin Howell, reference sites, and sophistication in differentiation
President - CORE - K12 Division of messaging. CORE K12 holds a distinct advantage
with each competitive marker. The Division enjoys
the privilege of three uniquely visionary partnerships:
State of Texas, Los Angeles Unified School District, and
Palm Beach Florida. Each partnership demonstrates
both the experience of complex yet highly successful
delivery demands, and value as dramatic, high
profile reference sites. To provide compelling and
differentiated messaging, CORE K12 will expand its
use of social-media marketing strategies - online
descriptive experiences to support the efforts of the
direct sales team and accelerate the sales cycle.

The second growth driver would be the present
reforms in the US education sector. In order to
strengthen the availability of home-grown intellectual
capital, the present US government has announced
We at CORE-K12 believe large stimulus packages for the education sector. US

that every child can schools anticipate an influx of stimulus dollars to be

achieve what he/she released across the 2009-2010 school year. These funds
will allow districts to off-set state short-falls – plus
aspires. And everyday, implement against the evolving move from summative
we aspire to fulfill their to formative assessments. The challenge for CORE-
aspirations through our
products and services.


CORE-K12 President’s review
Kevin Howell, President – CORE-K12 Division, addresses the questions on key growth
strategies and opportunities that would fuel the company’s performance in 2009-10.

K12, and indeed all industry players, is to monitor the market. The K12 Division continues to leverage this
availability of funds and the goals within state and enhanced visibility – creating valuable recognition of
district purchasing entities – and respond as they occur. all CORE divisions
CORE-K12 has already targeted areas of concentration
for its sales and marketing overtures. Building presence What are the corporate priorities related to
and confidence with our potential purchasers is a key initiatives for the future?
component of this process. For the immediate future, CORE K12 has four goals.
First we propose to establish and solidify our brand
What capabilities does K12 Division add to CORE identity as a significance solution provider in the K12
Projects? market. Secondly, we are re-positioning our product
We bring three major capabilities into the company line to meet the needs of an evolving market. Next,
that will not only enable us to grow in the future but we will build ‘intellectual authenticity’ through the
also to facilitate the growth of the Company in the creation of new educational products, services, and
coming years. These are – people, potential and pride. solutions. And lastly, we are seeking to expand our line
through thoughtfully selected acquisitions.
People: The ability to read a given situation – and
determine a successful course of action is a function
What is your division’s outlook for 2009-10?
of experience and insight. To that end, the staff of
The future is bright! This is not an idle remark – but
the CORE-K12 Division was carefully recruited and
rather a direct extrapolation from positive interactions
vetted to comprise a body of former K12 educators
with current and prospective customers. The facts are
and members of a wide range of US publishing houses.
evident and clear. CORE-K12 currently enjoys a virtually
And along with applicable expertise in its niche, the
unheard of 90% renewal rate with our key solutions.
Division brings products, services and solutions that
Our sales team is breaking new ground with prominent
were developed to meet needs and expectations
key targets. We are crafting new services that have
of our customers. Together, these elements of
gained considerable attentions during sales overtures.
applicable expertise and a strong product line, give
And we are proposing new methods and media to
CORE Corporate a considerable strategic advantage in
give our direct sales force the leverage of powerful,
emerging markets.
contemporary messaging. We at CORE-K12 believe
Potential: The K12 Division is positioned to touch that every child can achieve what he/she aspires. And
principals, teachers, parents and kids. In essence it everyday, we aspire to fulfill their aspirations through
drives personal aspirations in the classroom. This our products and services.
extends a strategic advantage to other divisions of
the Company which are working with the broader,
systemic functions of administrative compliance and
reporting.

Pride: Lastly, The Princeton Review acquisition gives
CORE high visibility and important recognition in the


Corporate social
responsibility
Educational Initiatives taken at Birsa Munda Central Jail, Ranchi

A healthy business can only survive in a healthy society. We at CORE Projects ensure that we meet our responsibilities towards our
customers, employees and society as a whole. We believe that education genuinely empowers people to change their lives for
the better. Being an education company we have been associated with various organisations and play an active role in creating
awareness for quality education and also enabling the people to learn through our efforts.

During 2008-09, we associated ourselves with one such unique initiative – that of educating more than 3,000 inmates in the Birsa
Munda Central Jail, Ranchi. We designed and initiated a vocational training programme that was implemented under supervision
of the Home Department of Jharkhand State. Under this initiative, we played an active role in providing infrastructure – both
physical and intellectual, to enable the inmates with vocational training in different sectors including IT. This step was taken to
empower the inmates to lead a quality self-sustained life after their release from the prison.

Under the programme, we installed 12 computers, furniture & fixtures, UPS and provided for licensed software and trainers. On
completion of the training, the participating inmates will be issued with Diploma Certificates from the Open Universities partnered
with the respective Central Jail.


Know our
products
Our Unique Offering: Integrated Approach for Enhancing Public Education on PPP Basis
At Core Projects we believe firmly in adopting an integrated approach to meeting the needs of the Public Education Sector in
India, wherein the various achievement levels stated by each mission mode program (like SSA, RMSA) can be identified, assessed
and interventions made on a need basis to monitor progress and ensure ultimate success. This Integrated Approach on based
on the Public Private Partnership business model has evolved out of our game-changing alliances with market leaders like IBM
(Technology), ILFS/IETS (Infrastructure), IGNOU (Knowledge) and CHL (3D Immersive High End Technology). The Integrated
Approach involves the following inclusions;

1. Enhancing basic infrastructural needs of the school system to make the school environment conducive to imparting quality
learning.

2. Providing a uniform platform in terms of ICT infrastructure, deploying a robust and flexible Learning Management System
(LMS), providing centrally based supplemental and referential content to promote self paced learning and providing self and
summative assessment systems for testing the understanding of concepts.

3. In the context of the Indian Education Scenario, this involves providing training to teachers to strengthen their subject teaching
skills and communication skills in the class rooms.

4. The performances of the teachers and students are tracked by Performance Management Systems across examinations and
appropriate analysis done to identify the weak areas that need to be strengthened.

5. A central educational portal that hosts a library of supplemental and referential content which can be accessed by the teachers
and students alike is made available. This is also on a learning management system platform for ensuring correct delivery of the
lessons and self paced learning features. The portal also provides peer group interactions for teachers and students as well as
mentoring and support features.

6. The maximum dropouts in the government education system happen after class X and class XII. The students that have studied
up to these classes, though being literate do not possess employability skills. To impart employability skills, these students are
trained in Market Driven vocations such as Retail Management, Hospitality etc.

7. The state, to realistically gauge and grade the students that are in its education system, needs a robust Examination Management
System that reduces load on people intensive activities, eases the logistics management burden and provides a foolproof,
auditable examination process automation spanning across the pre exam activities right up to the posting of results by the
examination boards.


We are proud to give below a snapshot of the various modules that enable us to provide the above
Integrated Approach

Pre-K Education Segment
Pre-K education plays a vital role in creating a foundation for the later school years, through activities
and games. We offer products catering to integrated child development scheme (ICDS), enabling parents,
teachers and administrators to impart meaningful training to pre-school children.

K-12 Education Segment
K 12 segment can be divided into elementary and secondary education. While the SSA caters to the
elementary (including primary) education, RMSA addresses the secondary education segment. We at CORE
Projects offer products that span the entire value chain of this segment. This has enabled us to emerge as
a preferred solution provider for the PPP-backed projects, which seek complete solutions. From integrated
child development solutions to ICT driven content and learning management systems to tools for ensuring
efficient operations and infrastructure creation and management, our service offerings cater to each aspect
of this education segment.

Higher & Technical Education Segment
We have taken pride in the quality of our intellectual capital. As a measure to tap into higher end of the
education sector, we also extended our product offerings into higher and technical education segment.
These segments consist of graduation, post-graduation courses and universities, and demand high-end
specialized knowledge. We offer assessment and content-related services to this segment.

Vocational Training
With the discernable shift towards the service Industry in the country, the market place shows a huge
demand for human resources who are trained in various vocations related to the service industry like BPO /
Call Center, Retail and Hospitality etc. The supply of such trained youth is non existent in the current market.
With this opportunity firmly in sight, we have developed vocational training courses/content that is targeted
towards the youth and is driven by the market demands. Content and courses for Retail Management,
Hospitality, Insurance and Financial services are under development. Content is drawn up by various leading
Subject Matter Experts (SMEs).These courses are also IGNOU certified.

Infrastructure Teacher Training Content IT Enabled Products Learning Management Systems Assessment


CORE pro
ducts at a
Products
glance
Key educa
tio n segme
nts
Pre-K Edu
FAIM catio n
K12 Educa
EdMaste tion
ry
Assessm
ent Centr
e
Teacher Tr
aining
dTool

eReports

Prospects
in ELA &
Math
Bright Id
ea
Panda

eGrants
Manager
States Fi
rst
Contents

EdOps

TALMOS
Suite
E-Govern
ance
CORE Sch
ool
EdPortal

Digital D
ashboar d
Immersive
3D
For detaile
d informat
ion on ou
r products
, please vi
sit our web
site, www
.coreprojec
tstech.com


Higher &
Technical
Educatio
n
Vocation
al Educati
on


Our CORE team
FINANCE & ACCOUNTS: USA

MANAGING DIRECTOR Mr. Pankaj Sampat, Financial Analyst
Mr. Sanjeev Mansotra

CHIEF EXECUTIVE OFFICER
Mr. Prakash Gupta
SECRETARIAL & LEGAL
Mr. Ganesh Umashankar,
Company Secretary

NEW INITIATIVES
Mr. Abhay Phansikar,
Head – MEA & New Technologies

PROJECTS
OPERATIONS: USA
Mr. Hemant Saravate,
VP - Projects Mr. Shekher Iyer, President - Education
Mr. Kevin Howell, President - CORE K12
Mr. Sanjay Minocha, President - ERP
Mr. Sanjay Chittore, President - ITES
COMMERCIAL Mr. Steve Fan, COO - CORE K12
Mr. Shubhanan Ajgaonkar,
GM - Commercial

HUMAN RESOURCES
Ms. Loly Vadassery,
VP - HR

Corporate office team Atlanta office team


FINANCE & ACCOUNTS: UK

Mr. Lee Smith, Chief Finance Officer

OPERATIONS: UK
Mr. Mike Jones, Divisional Director
Mr. Peter Newman, Operations Director
Mr. Paul Duffin, Technical Director
OPERATIONS: INDIA
Mr. Yadu Tekale, Sr.V.P. Consulting
Mr. Vijay Kumar Malik, Director – Education
Dr. Ajay Chauhan, Divisional Director – Education
Mr. Amit Mehta, Chief Technical Officer
Mr. Mukund Sathe, Delivery Head
Mr. Dipen Vadodaria, Delivery Head – UK
Mr. Dwarkadheesh Naidu, Vice President
Mr. Anindya Kumar Banerjee, Vice President
Mr. Ashutosh Ghare, GM - Sales
Mr. Sanjiv Datta, GM – Marketing
Mr. Sunil Menon, Manager Sales
Ms. Chandni Nihalani, Product Manager

FINANCE & ACCOUNTS: INDIA

Mr. Nikhil Pandya, Head – Banking & Treasury
Mr. Trilok Suthar, GM - Accounts
Mr. Sanjay Chandoskar, DGM – Finance

Mahape office team


Board of Directors’ profiles
Mr. Sanjeev Mansotra [CMD]
Mr. Mansotra is a first generation entrepreneur and has achieved considerable commercial success at the young age of 37.
Mr. Mansotra, over the years, has demonstrated enormous vision and managerial capabilities to successfully establish stable and
profit making entities in the areas of Information Technology, Wellness, Power, Steel, Mining and International Trade.

Mr. Mansotra’s macro vision in the practical use of technology in the education space, powers CORE’s growth strategies in the
education domain worldwide. Under his able stewardship, CORE has become one of the foremost companies in providing best of
breed end-to-end solutions in the education domain worldwide.

Mr. S. S. Dua [Director]
Mr. Dua has over 47 years of experience which makes him a walking encyclopaedia on the IT industry. In his varied professional
career, Mr. Dua has travelled to all corners of the globe, to Europe, USSR, USA, Oman, Switzerland, Canada, Hong Kong and
Singapore, acquiring and disseminating knowledge.

Mr. Dua has headed top rung companies such as NTPC, BSES and CEA. A B.Sc. and Engg (Elect.), Mr. Dua also has the honour of
being a fellow of IIPE. His intellect and vision powers CORE’s endeavours in every realm in the ever-changing environment of
modern industry.

Mr. Nikhil Morsawala [Director]
Mr. Morsawala, a Chartered Accountant and a Certified Public Accountant (USA) has twenty years of business management
experience in areas of mergers and acquisitions and setting up of service organizations. He is also well versed with global norms,
policies, statutory compliances.

Extremely human centric and an all seasons person, he can be approached at any given time should a matter not be resolved within
the permissible time frame. Mr. Morsawala always goes out of the way to make sure people are well taken care of. He is a great
motivator and can groom people to leadership.

1 2 3 4

5 6 7


Mr. Naresh Sharma [Director]
Mr. Sharma is a dynamic leader and a specialist with a career spread over a span of two decades in the Services & Hospitality
segment. An excellent people manager, he is extremely conscious and passionate of quality in customer services management.

Mr. Awinash Arondekar [Director]
Mr. Arondekar, served the Bank of India, a leading Public Sector Bank, for nearly four decades. Rising from the ranks, he served
the Bank in various capacities in India and abroad. Some of the prominent positions held by him were, (a) Manager, Tokyo Branch
(b) Zonal Manager, Mumbai South Zone (c) General Manager, in charge of Priority Sector Credit. He retired from the bank’s service
at the end of 2000 and was immediately placed in a financially impaired industrial undertaking, as monitor of working capital by
the consortium of its banks. He served in that capacity for over two years.

He has undergone training at various prestigious institutions like, the Bankers’ Training College of R.B.I., Administrative Staff
College, Hyderabad, and the Indian Institute of Management, Bangalore. He has also attended a short training course conducted
in association with George Washington University and the World Bank at Washington, DC.

Mr. Arondekar holds Bachelor degrees in Economics and Law, and Masters in Financial Management, all from Mumbai
University.

Mr. M. N. Nambiar [Director]
Mr. Nambiar as a Member of the Indian Revenue Service, served with distinction in the Income Tax Department. He rose from the
post of Asst./ Dy. Commissioner of Income Tax, Mumbai to the positions of Under Secretary, Central Board of Direct Taxes, New
Delhi, Joint Commissioner – Income Tax, Regional Director – Staff Selection Commission – Western Zone, Additional Commissioner
of Income Tax, Mumbai, Commissioner of Income Tax culmination in his becoming the Chief Commissioner of Income Tax, Andhra
Pradesh, Hyderabad. During his career in the Income Tax Department, he was associated with various functions at different
levels.

Mr. Hari Iyer [Director]
Mr. Iyer was one of the founders and chief executive of Enterprises Computing Services, Inc (ECS) one of the education companies
acquired by CORE Projects & Technologies. ECS, founded in 1993, was an Atlanta, Georgia based education software products and
services company specializing in state-wide compliance and administrative software solutions.

His past experience includes a 20 year engagement with AT & T/Bellsouth as the regional director for the 9 state network and
software applications development division. Mr. Iyer received his BS in Mechanical Engineering from R.E. College, Durgapur and
ME in Mechanical Engineering from the University of Miami.


Dear Members,

CORE Projects & Technologies Limited
We have pleasure in presenting our 24th Annual Report on our business and operations for the year ended
31 March, 2009.
DIRECTORS’ REPORT

RESULTS OF OPERATIONS
(Rs. in Million)

Consolidated Stand Alone

2008-09 2007-08 2008-09 2007-08
Income from Operations 6,774.96 4,462.92 3,466.33 1,999.72
Other Income 27.36 70.34 12.71 57.61
Variation in inventory 259.79 (3.36) 147.96 (3.36)
Expenses 5,408.59 3,551.24 2,712.72 1,539.23
Profit Before tax 1,653.51 978.66 914.27 514.73
Less: Provision for tax (current) 210.56 120.40 94.52 58.47
Provision for tax (deferred) 9.15 7.00 9.14 7.01
Fringe Benefits Tax 1.77 3.42 1.77 3.42
Profit after Tax 1,432.03 847.82 808.83 445.82
Add: Balance B/F from Previous year 1,017.61 323.31 535.71 109.49
About Us Excess / Short Provision for Earlier years (2.28) (0.19) (2.28) (0.19)
Profit Available for appropriations 2,447.36 1,170.94 1,342.27 555.12
The CORE Edge Transfer to General Reserve 81.00 - 81.00 -
Goodwill on merger - 133.93 - -
Statutory Reports
Proposed Dividend 55.80 16.58 55.80 16.58
Provision for Taxes on Dividends 9.48 2.81 9.48 2.81
Standalone
Financial Statements Balance C/F to Balance Sheet 2,301.07 1,017.61 1,195.98 535.71

Consolidated CONSOLIdATEd RESULTS OF OPERATIONS
Financial Statements
We believe that the Consolidated Results present a more comprehensive picture as compared to the stand
alone operations. The Company had applied to the Ministry of Corporate Affairs, Government of India and
had sought exemption from the requirement under the provisions of Section 212 of the Companies Act,
1956 from attaching the financial statements of each of the subsidiaries. The said ministry had vide their
letter No. 47/293/2009-cl-III dated 5 May 2009 granted its approval under the said section. Details of the
same are provided elsewhere in the report.

Business and operations
On a Consolidated basis your Company achieved a Total Turnover of Rs. 6,774.96 mn for the financial year
ended 31 March 2009 as compared to Rs. 4,462.92 mn during the previous year, showing an increase of
51.81%. Profit Before taxes increased by 68.96% to Rs. 1,653.51 mn from Rs. 978.66 mn and Profit After
Taxes increased by 68.91% to Rs. 1,432.03 mn from Rs. 847.82 mn.

Whilst no company escaped the recession, the least impact was felt in socially important sectors like
healthcare and education. The Company undertook a stringent exercise of controlling costs to meet with
the challenging external environment. Total expenses were 79.83% of the revenue. Software Development
Costs were 58.78% and Establishment and other expenses were at 13.72% as compared to 59.95% and
18% respectively during the previous year. Interest and finance cost increased by 2.6% as compared to the
previous year.

On a Standalone Basis your Company achieved Total Turnover of Rs. 3,466.33 mn which increased by
73.34% as compared to Rs. 1,999.72 mn during the previous year. Profit Before Taxes were Rs. 914.27 mn
which increased by 77.62% as compared to Rs. 514.73 mn, and Profit After Taxes were Rs. 808.84 mn as
compared to Rs. 445.82 mn which increased by 81.43%. Total Expenses were 78.26% of the total revenue.
Software Development Costs were 63.45% and Establishment & Other Expenses were 10.30% as compared

38 CORE Projects & Technologies Ltd.

to 57.35% and 17.97% respectively during the previous year. Interest & Finance charges were 3.82% as
compared to 1% during the previous year.

During the year, the Company’s EOU Offshore Development revenues increased by 109.46% from
Rs. 726.44 mn to Rs. 1,521.59 mn and Onshore Development revenues by 47% from Rs. 1,271.08 mn to
Rs. 1,863.92 mn. This was due to the increased level of off-shoring the implementation of education and
other projects being undertaken by the Company’s USA & UK subsidiaries. On a global basis this had also
positively impacted the profitability of our international operations.

In the domestic market we bagged an order from Karnataka State Open University (KSOU) for implementation
of FAIM, our Admissions and Examinations Management System. KSOU is a pioneer in the sphere of distance
education in India. CORE expects the successful execution of this order to be a frontrunner to establish its
presence as a major player in the Admissions and Examinations Management System in the Education Sector
in India.

Our team of engineers, trained at the Centre of Higher Learning situated at the NASA John C. Stennis
Space Center, Mississippi have started developing products for the 3D Immerssive Virtual Lab, which is
one of its kind in India, having excellent potential for development in the emerging markets of education,
infrastructure, defence etc. We also entered into a MOU with the Indira Gandhi National Open University
(“IGNOU”) for developing content for their vocational subjects.

NEw CLIENTS
During the year; our subsidiary in USA, CORE Education & consulting solutions Inc., USA added 1) The
National Network of Digital Schools, Pennsylvania 2) Broward County, Florida 3) Grossmont Unified School
District, Claifornia, 4) Twin Rivers School District, California 5) Compton Unified School District, California 6)
El Monte Unified School District, California and 7) Leeds County, Alabama as new clients.

Consolidated Financial Statements
In accordance with the applicable accounting standards AS 21 on Consolidated Financial Statements read
with AS 23 on Accounting of Investments in Associates, your Directors provide the Audited Consolidated
Financial Statements in the Annual Report.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is also
attached to the accounts and forms a part of this report.

The Company has the following wholly owned subsidiaries (WOS):

1. CORE Education & Consulting Solutions Inc., USA
Step down subsidiaries:
a. HCL Systems Inc., USA

2. CORE Education & Consulting Solutions (UK) Ltd. (Formerly CORE Projects & Technologies (UK) Ltd.
Step down subsidiaries:
a. Hamlet Computer Group Ltd., UK
b. Symbia Ltd., UK

3. CORE Project & Technologies FZE, Sharjah

4. CORE Education Infratech Ltd.

5. Aarman Software Pvt. Ltd.

Business outlook, operations and performance of the subsidiaries are discussed in the Management Discussion
& Analysis forming part of this Report and have not to been incorporated here to avoid repetition.

In terms of the exemption granted by the Central Government under Section 212(8) of the Companies Act,
1956, vide its letter No. 47/293/2009-cl-III dated 5th May, 2009 the Audited Statement of Accounts and the
Auditors’ Report thereon for the year ended 31 March 2009 along with the reports of the Board of Directors
of the Company’s subsidiaries have not been annexed.


The Company will make available these documents upon request by any member of the Company interested
in obtaining the same. However, as directed by the Central Government, the financial data of the subsidiaries
have been furnished under ‘subsidiary companies particulars’ forming part of the Annual Report. Further,
pursuant to Accounting Standards AS-21 issued by the Institute of Chartered Accountants of India (ICAI),
Consolidated Financial Statements presented by the Company in this Annual Report includes the financial
DIRECTORS’ REPORT

information of its subsidiaries.

Management
The management team of your company has been further strengthened with the recruitment of professionals
at all levels. During the year Mr. Vijay Kumar Malik was appointed as Director - Education and Dr. Ajay
Chauhan as Divisional Director – India Education. Mr. Malik brings with him 25 years of rich experience
in the Indian Education sector and has managed implementation and execution of various management
systems in schools and universities across India. Dr. Chauhan carries with him over 20 years of experience
in Information Technology and is currently responsible for introducing and developing the content division
for the Company.

Best Practices
Your Company continues to be an ISO 9001:2000 organization and has also achieved the status of CMMi
Level 3 certification.
About Us
Changes in Share Capital
The CORE Edge
I. Allotment of shares against conversion of Foreign Currency Convertible Bonds (‘FCCBs’):
Statutory Reports
The Company had issued USD 80,000,000 Zero Coupon Foreign Currency Convertible Bonds (FCCBs)
Standalone vide offering circular dated 8th May 2007. During the year under review USD 6,800,000 FCCBs were
converted against which 1,674,968 shares were allotted.
Consolidated
The initial conversion price fixed at Rs. 165.72 per equity share of Rs. 2 face value at the time of issue
of the FCCBs, were reset at Rs. 82.86 per equity share of Rs. 2 in November 2008 as per Condition 6 (C)
(xxvii) of the said offering circular. As on the date of this report an amount of USD 11.50 million remains
outstanding on account of the said FCCB’s.

II. Allotment of shares on Exercise of Warrants:

The Company had issued and allotted 10,000,000 warrants to Wisdom Global Enterprises Ltd., the Promoter
Company, at an issue price of Rs. 200 per warrant to be exchanged for equal number of equity shares of
Rs. 2 each on a preferential basis in November 2007. During the year under review 1,650,000 shares of
Rs. 2 each were allotted on exercise of these warrants.

APPROPRIATIONS

dividend
Your Company follows a policy of paying stable dividend linked to consistent performance, while at the
same time keeping in view the need to finance growth plans through internal accruals.

Your Directors are pleased to recommend a dividend of 30% of the paid-up capital i.e. Rs. 0.60 per share
on the expanded capital base of 93,015,459 equity shares on Rs. 2 each (which includes the shares allotted
after 31 March 2009 and up to the date of this report) for approval by the members at the ensuing Annual
General Meeting. The outflow on account of proposed dividend will be Rs. 55,809,275 and dividend tax will
be Rs. 9,484,786. Dividends, if declared at the forthcoming Annual General Meeting, will be paid to those
Equity Shareholders whose names appear in the Register of Members as on the Book Closure dates.

The register of members and share transfer books will remain closed from 21 September 2009 to
24 September 2009 both days inclusive. The Annual General Meeting of the Company will be held on
24 September 2009.


Transfer to Reserves

The Company proposes to transfer Rs. 81,000,000 (Previous year Rs. Nil) to the General Reserve out of the
amount available for appropriations and an amount of Rs. 1,195,980,151 (Previous year Rs. 535,718,601)
has been proposed to be retained in the Profit and Loss Account.

STRATEGIC ACQUISTIONS ANd ALLIANCES

Acquisitions in the United States
In line with the Company’s ongoing strategy of inorganic growth, this year we acquired the “K12 Division” of
NASDAQ listed education company “The Princeton Review”, through one of our Wholly Owned Subsidiary
(WOS), CORE Education & Consulting Solutions Inc., USA. This division is expected to achieve approximately
US $24 million top line in the Financial Year 2010.

In its quest to become a global player and a leader in providing best-of-breed, end-to-end solutions in the
education domain, CORE Projects & Technologies Ltd. has been acquiring companies around the world with
a proven track record. With this acquisition of the K-12 Division of The Princeton Review, CORE believes
it has acquired products and solutions, along with the management team, which will not only expand
its offerings in the U.S. education market, but will also, position CORE Projects & Technologies Ltd. as a
dominant player in the education sector in the global markets like the UK and India.

HUMAN RESOURCE MANAGEMENT
Our employees are the key driving force of the organization. We have set up a scalable recruitment and
resource management process which enables us to attract and retain high caliber talent across the globe.
The primary focus is on increasing the efficiency and effectiveness of the employees and thereby contributing
to the organisational effectiveness.

We have been able to attract some of the best minds in the country by recruiting from the top engineering
colleges like IIT’s, VJTI etc. We have also been able to attract talent from the industry from top B-schools like
IIM with rich experience in their domain areas. Our total resources worldwide is close to 850, with people at
various levels joining regularly.

We strongly believe that highly trained and motivated people are not only critical to success, but also
determine the future growth of the organization.

Employee Stock Option Scheme
The Company had introduced CORE Employee Stock Option Scheme 2007 (CORE ESOS-2007) providing
opportunities to its employees to become equity partners in the business. The Remuneration/Compensation
Committee meets regularly to grant stock options to the employees of the Company and its subsidiaries.
The disclosures as stipulated under the SEBI (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999. as at 31 March 2009 are given as Annexure II of this report. None of the options
that have been vested were exercised as on the date of this report.

The company has received a certificate from the Auditors that the said Scheme has been implemented in
accordance with the SEBI Guidelines.

To make Employee Stock Option Scheme more attractive the Board of Directors have planned to introduce
another CORE Employee Stock Option Scheme 2009 (CORE ESOS-2009) subject to your approval. The details
of the scheme are provided in the notice convening the Annual General Meeting.

CORPORATE GOVERNANCE
The company endeavours to attain highest values of Corporate Standards. The Company has adhered to
the requirements set in Clause 49 of the Listing Agreement as amended from time to time. The Report on


Corporate Governance forms part of this Report.

The Chairman and Managing Director’s declaration regarding compliance with Company’s Code of Conduct
for Directors and Senior Management Personnel forms part of report on Corporate Governance.

MANAGEMENT dISCUSSION ANd ANALYSIS
DIRECTORS’ REPORT

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges is presented as a separate section forming part of this Annual Report.

BOARd OF dIRECTORS
Mr. Sunder Shyam Dua, Director of the Company retires by rotation at the ensuing Annual General Meeting,
and being eligible, offers himself for re-appointment.

The Board of Directors at their meeting held on 28 January 2009 on the recommendation of the Remuneration
/ Compensation Committee, approved the appointment of Mr. Sanjeev Mansotra as the Managing Director
with effect from 1 April 2009 for period of 5 years, subject to the approval by the members. The terms of
appointment of Mr. Mansotra as the Managing Director, is provided in the notice convening the Annual
General Meeting.

Mr. Naresh Sharma was appointed as a Whole-time Director on 1 April 2007 for a period of 5 years. The

About Us
Board of Directors at their meeting held on 31 July 2009, on the recommendation of the Remuneration /
Compensation Committee approved revision in the terms of appointment of Mr. Naresh Sharma, subject to
The CORE Edge
the approval of the members. The revision in terms of appointment of Mr. Naresh Sharma is provided in the
Statutory Reports Notice convening the Annual General Meeting.

Standalone Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional
Financial Statements areas and names of companies in which they hold Directorships and Memberships/Chairmanships of Board
Committees, as stipulated in Clause 49 of the Listing agreement with the stock exchanges are provided in
Consolidated
Financial Statements the notice convening the Annual General Meeting.

During the year under review Mr. Raj Narain Bhardwaj and Mr. Bharat Banka resigned as the Directors of
the Company. The Company places on record its sincere appreciation for their contributions during their
association with the Company.

AUdITORS ANd AUdITOR’S REPORT
M/s Chaturvedi & Shah, Chartered Accountants and M/s Asit Mehta & Associates, Chartered Accountants,
the retiring Joint Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.

The company has received confirmations from the auditors to the effect that their re-appointment, if made
would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are
not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Approval is also being sought under Section 228 of the Companies Act, 1956 for appointment of auditors
to audit the accounts of the Branch offices’ of the Company outside India.

The notes to accounts referred to in the Auditor’s Report are self-explanatory and therefore do not call for
any further comments.

FIXEd dEPOSITS
The Company has not accepted any deposits from the public within the meaning of Section 58A of the
Companies Act, 1956 and as such, no amount of principal or interest was outstanding on the date of the
balance sheet.


EMPLOYEE PARTICULARS
In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with (Particulars of Employees)
Rules 1975 as amended, the names and other particulars are required to be set out in the annexure to the
Director’s Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the
Annual report excluding the aforesaid information is being sent to all the members of the Company and
others entitled thereto. Any member interested in obtaining such particulars may write to the Company
Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANd FOREIGN
EXCHANGE EARNINGS ANd OUT GO
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and
outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 are provided in the Annexure I to this report.

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:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed and
that no material departures have been made from the same ;

(b) that 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 profit of the Company for the year;

(c) that 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 ;

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

TRANSFER OF UNPAId / UNCLAIMEd AMOUNTS TO INVESTOR EdUCATION
PROTECTION FUNd (IEPF)
During the year there were no amounts which remained unpaid/unclaimed for a period of 7 years and which
were required to be transferred by the company to the Investor Education and Protection Fund established
by the Central Government pursuant to Section 205C of the Companies Act, 1956.

ACKNOwLEdGEMENTS
We thank our customers, investors, bankers and various Governments and Statutory Authorities for their
continued support during the year. We place on record our sincere appreciation of the contribution made
by the employees at all levels. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support and we look forward to maintain the continuing relationship.

For and on behalf of the Board
Sanjeev Mansotra
Chairman & Managing Director

Place: Mumbai
Dated: 5 August 2009


Core Projects Annual Report 2008 09 Final

Core Projects Annual Report 2008 09 Final

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