Auditor Report of MT Educare Ltd.

Mar 31, 2024

We were engaged to audit the accompanying
standalone financial statements of MT Educare
Limited ("the Company"), which comprise the Balance
Sheet as at 31 March 2024, the Statement of Profit
and Loss (including other comprehensive income),
Statement of Changes in Equity and the Statement

of Cash Flows for the year then ended, and notes
to the standalone financial statements, including
a summary of the material accounting policies and
other explanatory information.

We do not express an opinion on the accompanying
standalone financial statements of the Company.
Because of the significance of the matters described
in the "Basis for Disclaimer of Opinion" paragraph
of our report, we have not been able to obtain
sufficient appropriate audit evidence to provide
a basis for an audit opinion on these standalone
financial statements.

2. Basis for Disclaimer of Opinion

For the paragraphs (a) to (j) mentioned below, we are
unable to comment on the elements of standalone
financial statements which may require necessary
disclosures/ documentation/ explanations and/or
adjustments including material uncertainty regarding
Company''s ability to continue as a going concern, and
impact on the standalone financial statements. We
are unable to obtain sufficient and appropriate audit
evidence on the matters mentioned below, which may
have a material and pervasive impact on the financial
position of the Company as at and for year ended 31
March 2024.

a) We draw attention to Note 1 of the standalone
financial statements regarding admission of the
Company into Corporate Insolvency Resolution
Process ("CIRP"), and pending determination of
obligations and liabilities with regard to various
claims submitted by the operational / financial /
other creditors and employees including claims
for guarantee obligation and interest payable
on loans (as referred in note 35.1 of standalone
financial statements), we are unable to comment
on adjustments, if any, pending reconciliation and
determination of final obligation. Our opinion for
the year ended 31 March 2023 was modified in
respect of this matter.

b) In the absence of comprehensive review of
carrying amount of certain assets (loans and
advances, balances with government authorities,

deposits, trade and other receivables) and
liabilities and non-availability of confirmation of
substantial balances, we are unable to comment
upon adjustments, if any, that may be required
to the carrying amount of such assets and
liabilities and consequential impact, if any, on
the loss for the year ended 31 March 2024. Non¬
determination of fair value of financial assets and
liabilities are not in compliance with Ind AS 109
"Financial Instruments" and Ind AS 37 "Provisions,
Contingent Liabilities and Contingent Assets".
Our opinion for the year ended 31 March 2023
was modified in respect of this matter.

c) We have not received bank statement/
confirmation of balance for the balance lying in
current account with bank of '' 5.36 lakhs. In the
absence of sufficient appropriate audit evidence,
we are unable to determine any possible impact
thereof on the loss for the year ended 31
March 2024 and on the carrying value of cash
and cash equivalents. Our opinion for the year
ended 31 March 2023 was modified in respect of
this matter.

d) We have been informed by the RP that certain
information including the minutes of the
meetings of the COC, and the outcome of certain
specific/ routine procedures carried out as part
of the IBC process are confidential in nature and
could not be shared with anyone other than the
COC and the Hon''ble NCLT. In the opinion of the
RP, the matter is highly sensitive, confidential
and may have adverse impact on the resolution
process. Accordingly, we are unable to comment
on the impact, if any, on the accompanying
standalone financial statements including
recognition, measurement and disclosures, that
may arise had we been provided access to the
above-mentioned information.

e) We draw attention to Note 48 of the standalone
financial statements wherein the Company has
acquired land and building including related
assets ("property") on lease from a subsidiary
company. The subsidiary company has defaulted
on loan taken against the property. The lender
has taken the possession of the property under
the Securitization and Reconstruction of Financial
Assets and Enforcement of Security Interest
Act, 2002 ("SARFAESI"). The Company/ RP has

requested the lender to withdraw the possession
of the property citing the statutory provisions
of CIRP. In view of the above, we are unable to
comment on carrying value of Right of use assets
of '' 2,135.30 lakhs, security deposits/ advances
given '' 174.05 lakhs and corresponding lease
liabilities of '' 4,893.93 lakhs as at 31 March 2024,
and its consequential impact on the standalone
financial statements.

f) The Company has recognized net deferred tax
assets of '' 6,935.86 lakhs considering sufficient
taxable income would be available in future years
against which such deferred tax assets can be
utilized. Due to losses during the year and earlier
years and pendency of CIRP, it is uncertain that
the Company would achieve sufficient taxable
income in future against which such deferred
tax assets can be utilized. Accordingly, we are
unable to obtain sufficient appropriate audit
evidence to corroborate the Management''s / RP''s
assessment of recognition of deferred tax assets
as at 31 March 2024. Our opinion for the year
ended 31 March 2023 was modified in respect of
this matter.

g) i) The Company has outstanding loans,

trade receivables and other receivables
("receivables") of '' 8,046.73 lakhs (net of
provisions) as at 31 March 2024, which are
overdue / rescheduled. The management
/ RP envisages the same to be good and
recoverable. In view of long outstanding, we
are unable to assess whether adjustments
are necessary to the carrying value of
these outstanding receivables and the
consequential impact on the accompanying
standalone financial statements. Our
opinion for the year ended 31 March 2023
was modified in respect of this matter.

ii) As referred in Note 12 of the standalone
financial statements, the Company has
not provided interest income of '' 1,762.64
lakhs for the year ended 31 March 2024,
pending recoveries of long outstanding
loans (included in g(i) above).

h) The Company has not provided for interest
expense of '' 348.32 lakhs for the year ended 31
March 2024 and '' 1,199.75 lakhs upto 31 March

2024 on outstanding borrowings calculated
based on the basic rate of interest as per the
terms of the loan and claims received. Non
provision of interest is not in compliance with Ind
AS 23 "Borrowing Costs". Our opinion for the year
ended 31 March 2023 was modified in respect of
this matter.

i) The Company''s investment in subsidiary
companies of '' 1,297.71 lakhs are considered as
good and fully recoverable by the management/
RP, inspite of accumulated losses, complete
erosion of networth and liquidity constraints.
In the absence of sufficient and appropriate
evidence, we are unable to comment upon
adjustments, if any, that may be required to the
carrying values of these non-current investments
as per Ind AS 36 "Impairment of Assets", and
the consequential impact on the accompanying
standalone financial statements.

j) The Company has incurred net loss during the
year and has accumulated losses, its current
liabilities exceeding current assets resulting in
negative working capital and has defaulted in its
debt/ other obligations. Accordingly, there exists a
material uncertainty about the Company''s ability
to continue as a "Going Concern". The standalone
financial statements have been prepared by the
management/ RP assuming going concern basis
of accounting, for which we have not been able
to obtain sufficient appropriate audit evidence
regarding the use of such assumption, based on
management''s/ RP''s assessment of the successful
outcome of the ongoing Resolution process,
with no adjustments having been made to the
carrying value of assets and liabilities and their
presentation and classification in the standalone
financial statements.

For the matters mentioned in paragraph (a)
to (j) above, we are unable to determine the
adjustments that are necessary in respect of
Company''s assets, liabilities as on Balance sheet
date, income and expenses for the year, cash
flow statement and related presentation and
disclosure in standalone financial statements,
so we disclaim to form any opinion on the
standalone financial statements.

3. Responsibility of Management and Those
Charged with Governance for the Standalone
Financial Statements

The Hon''ble National Company Law Tribunal, Mumbai
Bench ("NCLT") admitted an insolvency and bankruptcy
petition filed by an operational creditor against MT
Educare Limited ("the Company") vide its Order
dated 16 December 2022 and appointed Mr. Ashwin
B Shah to act as Interim Resolution Professional
("IRP") with a direction to initiate appropriate action
contemplated with extant provisions of Insolvency
and Bankruptcy Code, 2016 (The Code) and other
related laws. Accordingly, Mr. Ashwin B Shah in his
capacity as IRP had taken control and custody of the
management and operations of the Company from
23 December 2022.

Mr. Vipin Choudhary, Director of the Company,
challenged the Order of the Hon''ble NCLT before
Hon''ble NCLAT, New Delhi. Hon''ble NCLAT vide Order
dated 18 August 2023 dismissed the appeal filed by
the Director Mr. Vipin Choudhary. IRP constituted
Committee of Creditors (COC) on 21 August 2023.
The Committee of Creditors (COC) at its meeting
held on 29 December 2023, in terms of Section 22
(2) of the Code, resolved with the requisite voting
share, to replace the IRP with Mr. Arihant Nenawati
as Resolution Professional (RP) which has been
confirmed by the Hon''ble NCLT vide its Order dated 22
January 2024, with a direction to initiate appropriate
action contemplated, with extant provisions of the
Code and other related rules.

The Company''s Board of Directors/RP is responsible for
the matters stated in Section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation
of these standalone financial statements that give a
true and fair view of the financial position, financial
performance including other comprehensive income,
cash flows and changes in equity of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) prescribed under Section 133 of
the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments

and estimates that are reasonable and prudent;
and design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to
the preparation and presentation of the standalone
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements,
the management/ RP is responsible for assessing
the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless the Board of Directors/ RP
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The management / RP are also responsible for
overseeing the Company''s financial reporting process.

4. Auditor''s responsibilities for the audit of the
Standalone Financial Statements

Our responsibility is to conduct an audit of the
Company''s standalone financial statements in
accordance with Standards on Auditing (SAs) and
to issue an auditor''s report. However, because of
the matters described in the Basis for Disclaimer of
Opinion paragraph of our report, we were not able to
obtain sufficient appropriate audit evidence to provide
a basis for an audit opinion on these standalone
financial statements.

We are independent of the Company in accordance
with the ethical requirements, in accordance with the
requirements of the Code of Ethics issued by ICAI and
the ethical requirements as prescribed under the laws
and regulations applicable to the Company.

5. Report on Other Legal and Regulatory
requirements

I. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of Section 143(11)
of the Companies Act, 2013, ("the Act"), we give
in the "Annexure A", a Statement on the matters
specified in paragraphs 3 and 4 of the Order.

II. As required by Section143(3) of the Act, we

report that:

a) As described in the Basis for Disclaimer of
Opinion paragraph, we sought but were
unable to obtain all the information and
explanations which to the best of our
knowledge and belief were necessary for
the purpose of our audit of the aforesaid
standalone financial statements.

b) Due to the possible effects of the matters
described in the Basis for Disclaimer of
Opinion paragraph, we are unable to state
whether proper books of account as required
by law have been kept by the Company so
far as appears from our examination of
those books.

c) Except for the possible effects of the matters
described in the Basis for Disclaimer of
Opinion paragraph, the Balance Sheet,
Statement of Profit and Loss, (including
other comprehensive income) statement
of changes in equity and Statement of
Cash Flows dealt with by this Report are in
agreement with the books of account.

d) Due to the possible effects of the matters
described in the Basis for Disclaimer of
Opinion paragraph, we are unable to
state whether the aforesaid standalone
financial statements comply with the
Indian Accounting Standards under Section
133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015
as amended.

e) The matters described in the basis for
Disclaimer of Opinion paragraph including
material uncertainty related to going
concern, in our opinion may have an adverse
effect on the functioning of the Company.

f) The powers of the Board of Directors
are suspended pursuant to Corporate
Insolvency Resolution Process (CIRP) and
vested with Resolution Professional (RP).
Accordingly, commenting on whether any

of the director is disqualified from being
appointed as a director under section 164(2)
of the Act is not applicable to the Company.

g) The reservations relating to the maintenance
of accounts and other matters connected
therewith are as stated in the Basis for
Disclaimer of Opinion paragraph including
material uncertainty related to going
concern and in paragraph (j) (vi) below.

h) With respect to the adequacy of the
internal financial controls over financial
reporting with respect to standalone
financial statements of the Company and
the operating effectiveness of such controls,
refer to our separate Report in "Annexure
B". Our report expresses a Disclaimer of
Opinion on the adequacy and operating
effectiveness of the Company''s internal
financial controls over financial reporting
for the reasons stated therein.

i) With respect to the other matters to
be included in the Auditor''s Report in
accordance with the requirements of
Section 197(16) of the Act, as amended:

According to records of the Company
examined by us, and information and
explanations given to us, no remuneration
is paid/ payable by the Company to
its directors.

j) With respect to the other matters to
be included in the Auditor''s Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as
amended, in our opinion and to the best
of our information and according to the
explanations given to us:

i. Due to the possible effects of the
matters described in the Basis for
Disclaimer of Opinion paragraph,
we are unable to state whether the
Company has disclosed complete
impact of pending litigations as at 31
March 2024 on its financial position in
its standalone financial statements-
Refer Note 35.1 of to the standalone
financial statements.

ii. The Company did not have any long¬
term contracts including derivative
contracts having any material
foreseeable losses.

iii. Following are the instances of delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund (IEPF) by the Company

Year	Amount ('' / Lakhs)	Due date	Transferred to IEPF on	Delay in number of days
F.Y.2015-2016 (Final Dividend)	1.62	25 November 2023	08 February 2024	75

iv. (a) The management/RP has
represented, that, to the best
of its knowledge and belief, as
referred in notes to the accounts,
no funds have been advanced
or loaned or invested (either
from borrowed funds or share
premium or any other sources or
kind of funds) during the year by
the Company to or in any other
persons or entities, including
foreign entities ("Intermediaries"),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall,
whether, directly or indirectly
lend or invest in other persons or

entities identified in any manner
whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the
Ultimate Beneficiaries

(b) The management/RP has
represented, that, to the best
of its knowledge and belief,
as referred in the notes to the
accounts, no funds have been
received by the Company during
the year from any persons or
entities, including foreign entities
("Funding Parties"), with the
understanding, whether recorded

in writing or otherwise, that the
Company shall, whether, directly
or indirectly, lend or invest in
other persons or entities identified
in any manner whatsoever by or
on behalf of the Funding Party
("Ultimate Beneficiaries") or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on the information and
details provided and other audit
procedures followed, nothing
has come to our notice that has
caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11 (e), as provided
under sub-clause (a) and (b) contain
any material misstatement.

v. The Company has not declared or paid
dividend during the year.

vi. Based on our examination which
included test checks, the Company
has used an accounting software
for maintaining its books of account
which has a feature of recording audit
trail (edit log) facility and the same
has operated throughout the year for
all relevant transactions recorded in
the software, except the feature of
recording audit trail (edit log) facility
was not enabled at the database level
to log any direct data changes. Further,
during the course of our audit we did
not come across any instance of audit
trail feature being tampered with at the
application level.

For MGB & Co LLP

Chartered Accountants
Firm Registration Number 101169W/W-100035

Hitendra Bhandari

Partner

Place: Mumbai Membership Number 107832

Date: 28 May 2024 UDIN: 24107832BKEODO9935

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MT Educare Limited ("the Company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 31, 2017 included in these standalone Ind AS financial statements is based on the previously issued statutory standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 on which we issued unmodified audit opinion vide our reports dated May 11, 2017, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have also been audited by us.

The opening standalone balance sheet as at the transition date April 1, 2016 included in these standalone Ind AS financial statements, is based on the previously issued statutory standalone financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2016 dated May 17, 2016 expressed an unmodified audit opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of these matters.

1. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ''Annexure A''.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 31.1 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order”) issued by the Central Government in terms of sub-section 11 of Section 143 of the Act, we give in the ''Annexure B'', a statement on the matters specified in paragraphs 3 and 4 of the Order.

''ANNEXURE A'' TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF MT EDUCARE LIMITED

[Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the Members of MT Educare Limited on the Standalone Ind AS Financial Statements for the year ended March 31, 2018]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MT Educare Limited ("the Company”) as of March 31, 2018, in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the "Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

''ANNEXURE B'' TO INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF MT EDUCARE LIMITED FOR THE YEAR ENDED MARCH 31, 2018

[Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report]

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the fixed assets have not been physically verified by the management during the year. However, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The Company is involved in the business of rendering services. Accordingly, the provisions stated in paragraph 3(ii) of the Order are not applicable to the Company.

iii. The Company has granted unsecured loans to 5 companies covered in the register maintained under Section 189 of the Companies Act, 2013 (''the Act'').

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the rate of interest and other terms and conditions on which the loans have been granted to the companies listed in the register maintained under Section 189 of the Act are not, prima facie, prejudicial to the interest of the Company.

(b) In case of the loans granted to the companies listed in the register maintained under Section 189 of the Act, we have been informed that repayment of principal and payment of interest are on demand. In our opinion and based on the information and explanation provided to us, we did not notice any delay in repayment of principal and payment of interest if demanded by the Company during the year.

(c) There are no amounts overdue for more than ninety days in respect of the loans granted to companies listed in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans, investments, guarantees and security made.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant as specified by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, value added tax and any other statutory dues applicable to it.

As explained to us, the Company did not have any dues on account of duty of customs, duty of excise and cess.

(b) According to the information and explanation given to us and examination of records of the Company, there are no dues of income-tax, sales-tax, service tax and value added tax which have not been deposited on account of any dispute, except for:

Name of the statute	Nature of dues	Amount (Rs.. in lakhs)	Period to which the amount relates	Forum where dispute is pending	Remarks, if any
Income Tax Act, 1961	Income Tax	67.28*	A.Y. 2007-08	CIT Appeals	-

*No amount has been paid under protest.

As explained to us, the Company did not have any dues on account of custom duty, excise duty and cess.

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institutions or banks.

As explained to us, there are no amounts due to government and debenture holders.

ix. In our opinion, according to the information and explanation provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised.

As explained to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.

x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable Indian Accounting Standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made preferential allotment and private placement of equity shares during the year and the requirements of Section 42 of the Act have been complied with. The amounts were raised in the month of March, 2018 and have not been used for the purposes for which they were raised and the same are lying in escrow account.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph 3(xvi) of the Order are not applicable to the Company.

For MSKA & Associates

(Formerly known as ''MZSK & Associates'')

Chartered Accountants

ICAI Firm Registration No. 105047W

Vishal Vilas Divadkar

Partner

Membership No.118247

Place: Mumbai

Date: May 29, 2018

---

Mar 31, 2016

TO THE MEMBERS OF MT EDUCARE LIMITED.

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MT Educare Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of the standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in the paragraph 3 and 4 of the Order.

As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received, from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- refer note no. 25.1.(a).(i) to the standalone financial statements.

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our Independent Auditor''s Report to the members of the Company on the standalone financial statements for the year ended March 31, 2016, we report that:

i. (a) The Company has maintained location wise records of fixed assets in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. (a) As explained to us by the Management, the production/making of content requires various types of media to store the same.

The Management has physically verified such media CDs/ pen-drive/ SD Cards/ Tablets on which content is stored, at year end and we have relied on the certificate issued by the Management for the physical count.

(b) The procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has granted loans to five body corporate covered in the register maintained under Section 189 of the Companies Act, 2013 (''the Act'').

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) The principal amount and interest thereon are receivable on demand at the discretion of the Company. In our opinion and according to the information and explanation given to us, there is no irregularity found in receipt of the principal and interest in current reporting period.

(c) In respect of the said loans and interest thereon, there are no overdue amounts of more than Rupees One lakh.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits from the public so as to require any compliance of the directives of Reserve Bank of India or the provisions of section 73 or 76 of the Companies Act, 2013. As explained to us, the Company has not received any order passed by the Company Law Board or the National Company Law Tribunal or any court or other forum.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) In our opinion and according to the information and explanations given to us, the Company is normally regular in depositing

undisputed statutory dues including Income-tax TDS, Service tax and any other applicable statutory dues to the appropriate authorities.

There are no outstanding statutory dues as on the last day of the current financial year for a period of more than six months from the date they became payable except the followings:

Nature of Statute	Nature of Dues	Amount (Rs, in lakhs)
Greater Chennai Corporation	Professional tax	0.48
The Gujarat state tax on Professions, Trades, callings and Employments Act, 1976	Professional tax	0.12

(b) Details of dues of income tax which have not been deposited as on March 31, 2016 on account of any dispute are given below:

Nature of Statute	Nature of Dues	Amount Involved (Rs, In lakhs)	Period to which the amount relates	Forum where the dispute is pending
The Income Tax Act,1961	Income Tax	57.48	A.Y. 2007-08	Rectification Pending before A.O.
The Income Tax Act,1961	Income Tax	53.77	A.Y. 2009-10	ACIT
The Income Tax Act,1961	Income Tax	13.34	A.Y. 2010-11	ACIT
The Income Tax Act,1961	Income Tax	1.03	A.Y. 2011-12	ACIT
The Income Tax Act,1961	Income Tax	37.18	A.Y. 2013-14	ACIT
The Income Tax Act,1961	Income Tax	11.49	A.Y. 2014-15	ACIT

viii. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank. There are no outstanding loans and advances to financial institutions, government or debenture holders.

ix. During the year the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). The Company raised short term loan during period under audit and the amount were applied for the purpose for which it is raised.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

xii. The Company is not a Nidhi Company as defined under section 406 of the Companies Act, 2013. Accordingly, reporting under this clause of the order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Hence, reporting requirements under this clause (xiv) are not applicable.

xv. On the basis of information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of the order is not applicable.

xvi. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MT Educare Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Shaparia Mehta & Associates LLP

Chartered Accountants

(Firm''s Registration No.- 112350W / W-100051)

Sanjiv Mehta

Partner

Membership No.- 034950

Place of Signature: Mumbai

Date: May 17, 2016

---

Mar 31, 2015

1. Report on the Financial Statements

We have audited the accompanying financial statements of MT Educare Limited, which comprise the Balance Sheet as at 31st March, 2015, Statement of Profit and Loss and the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of the financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flow for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- refer note no. 26.1.1 to the financial statements.

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

i. (a) The Company has maintained location wise records of fixed assets in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

ii. (a) As explained to us by the Management, the production/making of content requires various types of media to store the same. The Management has physically verified such media CDs/ pen-drive/ SD Cards/ Tablets on which content is stored, at year end and we have relied on the certificate issued by the Management for the physical count.

(b) The procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) The principal amount and interest thereon are receivable on demand at the discretion of the company. In our opinion and according to the information and explanation given to us, there is no irregularity found in receipt of the principal and interest in current reporting period.

(b) In respect of the said loans and interest thereon, there are no overdue amounts of more than Rupees One lakh.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets, for the purchase and sale of inventories and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas.

v. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits from the public so as to require any compliance of the directives of Reserve Bank of India or the provisions of section 73 or 76 of the Companies Act, 2013. As explained to us, the Company has not received any order passed by the Company Law Board or the National Company Law Tribunal or any court or other forum.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income Tax, Sales Tax/ Value Added Tax, Service Tax and material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employees' State Insurance, Wealth Tax, Customs Duty and Excise Duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax/ Value Added Tax, Service Tax and other material statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

(b) Details of dues of income tax which have not been deposited as on March 31, 2015 on account of any dispute are given below:

Rs. in lakhs

Nature Nature Amount Period Forum of of Dues Involved to which where the Statute the dispute is amount pending relates

The Income 57.48 A.Y. Rectification Income- Tax 2007-08 pending Tax Act, before A.O. 1961

The Income 9.95 A.Y. ACIT Income- Tax 2010-11 Tax Act, 1961

The Income 1.03 A.Y. ACIT Income- Tax 2011-12 Tax Act, 1961

(c) The Company was not required to transfer any amount to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company has no accumulated losses as on 31st March, 2015. The Company has not incurred any cash losses in the Current financial year and in the immediately preceding financial year.

ix. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank as at the Balance sheet date and did not have any amount outstanding to financial institutions or debenture holders.

x. The Company has given guarantees for loans taken by others from banks and financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

xi. The Company has raised term loans during the year and the same has been applied for the purposes for which they were raised.

xii. During the course of our examination of the books and records of the Company and according to the information and explanations given to us, no material fraud on or by the Company has been noticed by us or reported by the management.

For Shaparia Mehta & Associates LLP Chartered Accountants (Firm's Registration No. 1 12350W / W-100051)

Sanjiv Mehta Partner Membership No. 034950

Place: Mumbai Date: May 13, 2015

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Mar 31, 2014

1. We have audited the accompanying Financial Statements of MT Educare Limited, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from any material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted the audit in accordance with the standard on auditing issued by The Institute of Chartered Accountants of India. Those Standards required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by The Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

b. in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other legal and Regulatory Requirements

6. As required by The Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of The Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

7. As required by section 227(3) of The Companies Act, 1956, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(v) On the basis of written representations received from the directors, as on 31st March 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of The Companies Act, 1956.

(vi) Since the central government has not issued any notification as to the rate at which the cess is to be paid under section 441A of The Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 6 of our report of even date

i. (a) The Company has maintained location wise records of fixed assets in terms of value and quantity. [Paragraph 4(i)(a)]

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification. [Paragraph 4(i)(b)]

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. [Paragraph 4(i)(c)]

ii. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. [Paragraph 4(ii)(a)]

(b) The procedure for physical verification of physical inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business. [Paragraph 4(ii)(b)]

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. [Paragraph 4(ii)(c)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to one party covered in the register maintained under Section 301 of the companies Act 1956. The Closing Balance as on 31.03.2014 is Rs. 757.46 lakhs and the maximum balance outstanding during the year is Rs. 757.46 lakhs. [Paragraph 4(iii)(a)].

Amount Particulars No.of Amount Parties (Rs In Lakhs)

Opening balance 1 333.79

Loan granted during the year 2 268.67

Loan recovered during the year 1 50.00

Closing balance 2 757.46

b) No Interest is charged on the unsecured loans. In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise. [Paragraph 4(iii)(c)]

(d) As the loan is payable on demand, there is no overdue amount of more than Rupees One lakh. [Paragraph 4(iii) (d)]

(e) The Company has taken unsecured loan from one company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loan is Rs. 201.56 Lakhs and Rs. 193.45 Lakhs respectively. [Paragraph 4(iii) (e)]

Amount Particulars No.of Amount Parties (Rs In Lakhs)

Opening balance 0 0.00

Loan granted during the year 1 368.21

Loan recovered during the year 1 174.76

Closing balance 1 193.45

(f) No Interest is paid on the unsecured loans. In our opinion and according to the information and explanations given to us, the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(f)]

(g) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise. [Paragraph 4(iii)(g)]

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets, for the purchase and sale of inventories and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company. [Paragraph 4(viii)]

ix. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues applicable to it.

Details of dues of income tax which have not been deposited as on March 31, 2014 on account of any dispute are given below:

Nature of Statute Nature of Amount Dues Involved (Rs Lakhs)

The Income-Tax Act,1961 Income Tax 53.65

The Income-Tax Act,1961 Income Tax 9.95

The Income-Tax Act,1961 Income Tax 1.03

The Income-Tax Act,1961 Income Tax 0.10

Nature of Statute Period to which the Forum where the dispute amount relates is pending The Income-Tax Act,1961 A.Y. 2009-10 Income Tax Appellate Tribunal The Income-Tax Act,1961 A.Y. 2010-11 Income Tax Tribunal

The Income-Tax Act,1961 A.Y. 2011-12 ACIT

The Income-Tax Act,1961 A.Y. 2012-13 DetermindU/S143(1)(a) (b) According to the information and explanations given to us, there are no undisputed amounts payable for a period of more than six months from the date they became payable in respect of statutory dues applicable to it except Service Tax amounting to Rs. 17.02 Lakhs.

x. The Company has no accumulated losses as on 31st March, 2014. The Company has not incurred any cash losses in the Current financial year and in the immediately preceding financial years hence clause (x) of Paragraph 4 of the order is not applicable to the Company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank as at the Balance sheet date. The Company has no dues in respect of a financial institution and has not issued any debentures during the year. [Paragraph 4(xi)]

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit/ society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4(xv)]

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)

xvii. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)]

xx. We have verified the end use of money raised by public issue from the draft prospectus filed with SEBI, the offer document and as disclosed in the notes to the Financial Statements. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)]

For Shaparia & Mehta Chartered Accountants FRNNo.: 112350W

Jayavanti Shah Partner Membership No:043710 Place:Mumbai Date:14th May,2014.

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying Financial Statements of MT Educare Limited, which comprise the Balance Sheet as at 31 March, 2013, and the Statement of Profit and Loss and Cash Flow for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of The Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from any material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted the audit in accordance with the standard on auditing issued by The Institute of Chartered Accountants of India. Those Standards required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor consider internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements. We believe that the audit evidence we have obtained is suficient and appropriate to provide a basis for our audit opinion.

Report on other legal and Regulatory Requirements

5. As required by The Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of Section 227 of The Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

6. As required by Section 227(3) of The Companies Act, 1956, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of The Companies Act, 1956;

(v) On the basis of written representations received from the Directors, as on 31 March, 2013 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March, 2013 from being appointed as a Director in terms of clause (g) of sub- section (1) of Section 274 of The Companies Act, 1956.

(vi) Since the central government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of The Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by The Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of afairs of the Company as at 31 March, 2013;

b) in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Referred to in paragraph 5 of our report of even date

i. (a) The Company has maintained location wise records of fixed assets in Excel sheet in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification. [Paragraph 4(i)(b)]

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year. [Paragraph 4(i)(c)]

ii. (a) As explained to us by the Management, the production/ making of content requires various types of media to store the same. The Management has physically verified such media CDs on which content is stored, at year end and we have relied on the certificate issued by the Management for the physical count. [Paragraph 4(ii)(a)]

(b) The procedure for physical verification of inventory followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of the business. [Paragraph 4(ii)(b)]

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification. [Paragraph 4(ii)(c)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The Closing Balance as on 31 March, 2013 is Rs. 3.79 lakhs and the maximum balance outstanding during the year is Rs. 23.27 lakhs. [Paragraph 4(iii)(a)].

No of Amount Particulars ,, Parties (Rs. in lakhs)

Opening balance 1 1.79

Loan granted during the year 2 23.27

Loan recovered during the year 1 21.27

Closing balance 1 3.79

b) No Interest is charged on the unsecured loans. In our opinion and according to the information and explanations given to us the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise [Paragraph 4(iii)(c)]

d) As the loan is payable on demand, there is no overdue amount of more than Rupees One lakh. [Paragraph 4(iii) (d)]

(e) The Company has not taken any loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act,1956. Hence, the question of reporting under sub– clause (e) to (g) does not arise.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets, for the purchase and sale of inventories and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company. [Paragraph 4(viii)]

ix. (a) According to the information & explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues applicable to it and there is no undisputed amount payable for a period of more than six months from the date they became payable in respect of statutory dues applicable to it. [Paragraph 4(ix)(a)]

(b) As at 31 March, 2013, according to the records of the Company and the information & explanation given to us, following are the particulars of disputed dues (provided/considered as contingent liabilities, as appropriate) on account of income tax which have not been deposited.

Nature of Statute Nature of Dues Amount Involved Period to which Forum where the dispute is (Rs.in lakhs) the amount relates pending

The Income- Tax Act, 1961 Income Tax 57.48 A.Y. 2007-08 Income Tax Appellate Tribunal

The Income- Tax Act, 1961 Income Tax 53.77 A.Y. 2009-10 Income Tax Appellate Tribunal

The Income- Tax Act, 1961 Income Tax 13.34 AY. 2010-11 ACIT

The Income- Tax Act, 1961 Income Tax 15.13 AY. 2011-12 ACIT

x. The Company has no accumulated losses as on 31 March, 2013. The Company has not incurred any cash losses in the Current financial year and in the immediately preceding financial years hence clause (x) of Paragraph 4 of the order is not applicable to the Company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to a bank as at the Balance sheet date. The Company has no dues in respect of a financial institution and has not issued any debentures during the year. [Paragraph 4(xi)]

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4(xv)]

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)

xvii. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)]

xx. We have verified the end use of money raised from public issue as disclosed in the notes to the Financial Statements with respect to the prospectus filed with SEBI. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)] For Shaparia & Mehta

Chartered Accountants

FRN No. 112350W

Sanjiv B. Mehta

Partner

Membership No.: 034950

Place : Mumbai

Date : 15 May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of MT EDUCARE LIMITED ("the Company") (Earlier MT EDUCARE PRIVATE LIMITED), as at 31st March, 2012, the Statement of Profit and Loss & Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order,2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments, in the Annexure referred to in Paragraph 3 above, we report that:-

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examinations of those books;

iii. The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, give in the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the State of the Affairs of the Company as at 31st March, 2012;

b) in the case of the Statement of Profit & Loss, of the Profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report

i. (a) The Company has maintained location wise records of fixed assets in excel sheet in terms of value and quantity. [Paragraph 4(i)(a)]

(b) All fixed assets have not been physically verified by the management during the year but there is an annual programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification. [Paragraph 4(i)(b)]

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. [Paragraph 4(i)(c)]

ii. The Company is engaged in providing services and primarily engaged in the business of providing commercial training and coaching. Accordingly it does not hold any physical inventory, thus the provisions of Paragraph 4(ii) of the order are not applicable to the Company. [Paragraph 4(ii)(a), 4(ii)(b) and 4(ii)(c)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to one party covered in the register maintained under section 301 of the Companies Act 1956. [Paragraph 4(iii)(a)]. The Closing Balance as on 31.03.2012 is Rs. 1.79 lakhs and the maximum balance outstanding during the year is Rs. 1.79 lakhs.

Particulars No of Amount Parties (Rs. in lakhs)

Opening balance 1 0.17

Loan granted during the year 1 1.62

Loan recovered during the year 0 0.00

Closing balance 1 1.79

(b) No Interest is charged on the unsecured loans. In our opinion and according to the information and explanations given to us the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)]

(c) In the absence of specified due dates for the repayment of loans granted, the question of irregularity does not arise [Paragraph 4(iii)(c)]

(d) In respect of the aforesaid loans, there is no overdue amount of more than Rs. One lakh. [Paragraph 4(iii) (d)]

(e) The Company has not taken any loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Hence the question of reporting under Paragraph 4(iii)(e), 4(iii)(f), and 4(iii)(g) does not arise.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these areas. The activities of the Company do not involve purchase of inventory and sale of goods. [Paragraph 4(iv)]

v. (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)]

vii. In our opinion, the Company has an internal audit system which is commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)]

viii. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for the products of the Company. [Paragraph 4(viii)]

ix. According to information and explanations given to us and according to the books and records examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, service tax, cess and other material statutory dues applicable to it. [Paragraph 4(ix)(a)]

Details of dues of income tax which have not been deposited as on March 31, 2012 on account of any dispute are given below [Paragraph 4(ix)(b)]:

Nature of Statute Nature of Dues Amount Involved Period to which the Forum where the (Rs. lakhs) amount relates. dispute is pending.

The Income- Tax Act, 1961 Income Tax 57.48 A.Y. 2007-08 Income Tax Tribunal

The Income-Tax Act, 1961 IncomeTax 53.77 A.Y.2009-10 Income Tax Tribunal

x. The Company has no accumulated losses as on 31st March, 2012. The Company has not incurred any cash losses in the Current financial year and in the immediately preceeding financial years hence clause (x) of Paragraph 4 of the order is not applicable to the Company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the Company has not defaulted in repayment of dues to banks as at the balance sheet date. The Company has no dues in respect of financial institutions and has not issued any debentures during the year. [Paragraph 4(xi)]

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit/ society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the Company. [Paragraph 4(xiii)]

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)]

xv. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. [Paragraph 4(xv)]

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)]

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. [Paragraph 4(xvii)]

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)]

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)]

xx. The Company concluded its initial public offering on March 29, 2012, with the allotment of shares on April 10, 2012. The Company is yet to utilise any monies raised through the issue as of March 31, 2012, and it has deposited the money in Escrow account with Axis Bank Ltd. and ICICI Bank Ltd. [Paragraph 4(xx)]

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)]

For Shaparia & Mehta

Chartered Accountants

Firm Reg No:112350W

Sanjiv B Mehta

Partner

Place: Mumbai Membership No.: 034950

Date : 26 May, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of MT EDUCARE LIMITED (Earlier MT Educare Pvt. Ltd.), as at 31st March, 2011, the Profit and Loss Account & Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies(Auditor's Report)(Amender) Order,2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 of India and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we set out in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments, in the Annexure referred to in Paragraph 3 above, we report that.-

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examinations of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

v. On the basis of written representations received from the Directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, give ,n the prescribed manner the information required by the Companies Act, 1956 and give a true and fair view in conformity with the accounting principles generally accepted in India: '

a) in the case of the Balance Sheet, of the State of the Affairs of the Company as at 31st March. 2011;

b) in the case of the Profit & Loss Account, of the Profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE

i. (a) The Company has maintained location wise records of fixed assets in excel sheet in terms of value and quantity.

(b) All fixed assets have not been physically verified by the management during the year but there ,5 an annual programme of verification which, in our opinion, ,5 reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification. [Paragraph)

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company clunk the year. paragraph 4(i)(c)]

ii. (a) The Company is engaged in providing services and primarily engaged in the business of providing commercial training and coaching. Accordingly it does not hold any physical inventor/, thus the provisions of Paragraph 4(ii) of the order are not applicable to the Company. [Paragraph 400(a)]

iii. (a) According to the information and explanations given to us the Company has granted unsecured loan to three parties covered in the register maintained under section 301 of the companies Act 1956. [Paragraph 4(iii)(a)].The Closing Balance as on 31.03.2011 is Rs.21,25,000 and the maximum balance outstanding during the year is Rs 5,29,66,507.

Particulars No of Parties Amount (Rs.)

Opening balance 2 24,75,000

Loan granted during the year 1 5,04,91,507

Loan Recovered 'during the year" 2 5,08,41,507

Closing balance 1 21,25,000

b) Interest is charged on two of the unsecured loans. In our opinion and according to the information and explanations given to us the terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. [Paragraph 4(iii)(b)l

(c) In the absence of specified due dates for the repayment of loans ranted, the question of irregularity does not arise [Paragraph 4(iii)(c)]

(d) In respect of the aforesaid loans, there is no overdue amount of more than Rupees One lakh [Paragraph 4(iii)(d)

(e) The Company has not taken any loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956.hencethe question of reporting under sub- clause 'e)to (g) does not arise.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit no major weakness has been noticed in the internal control system in respect of these - areas. The activities of the Company do not involve purchase of inventory and sale of goods. [Paragraph 4(iv)

v (a) To the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered. [Paragraph 4(v)(a)]

(b) In our opinion and according to the information and explanations given to us, in respect of lecture services rendered, these being of professional nature, the market values are not readily ascertainable. The transactions made in pursuance of such contract or arrangements are made at prices which are reasonable. [Paragraph 4(v)(b)]

vi. The Company has not accepted any deposits from public within the meaning of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under. [Paragraph 4(vi)l

vii. In cur opinion, the Company has an internal audit system which ,s commensurate with the size of the Company and the nature of its business. [Paragraph 4(vii)l v„i. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (t) of section 209 of the Companies Act, 1956 for the products of the company. [Paragraph 4(viii)]

ix. (a) According to information and explanations given to us and according to the books and records examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, service tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, [Paragraph 4(ix)(b)] 'Income tax demand of Rs.57,48,303 pertaining to Assessment year 2007-2008 has not been deposited on account of appeal being filed with Income Tax Tribunal against the order of Commissioner of Income Tax (Appeal)

x. As the Company is registered for the period of less than five years, the provision of accumulated losses equal to or more than 50% of net worth and cash losses in such financial year and in the immediately preceding financial year under clause (x) of Paragraph 4 of the order are not applicable to the company. [Paragraph 4(x)]

xi. Based on our audit procedures and on the information and explanation given to us, in our opinion the company has not defaulted in repayment of dues to a bank as at the balance sheet date. The company has no dues in respect of a financial institution and has not issued any debentures during the year. [Paragraph 4(xi)

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. [Paragraph 4(xii)]

xiii. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit/ society. Therefore the provisions of clause 4(xiii) of the order are not applicable to the company. [Paragraph 4(xiii)

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus funds in mutual funds.

According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The mutual fund units have been held by the Company, in its own name. [Paragraph 4(xiv)

xv. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Paragraph 4(xv)

xvi. In our opinion and according to the information and explanations given to us, the Company has not availed any term loan during the year covered by our report. [Paragraph 4(xvi)

xvii According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. [Paragraph 4(xv)

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. [Paragraph 4(xviii)

xix. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year covered by our report. [Paragraph 4(xix)[

xx. The Company has not raised any money by public issues during the year and accordingly the provisions of Clause 4 (xx) of the order are not applicable to the Company. [Paragraph 4(xx)]

xx,. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management. [Paragraph 4(xxi)]

For SHAPARIA & MEHTA

CHARTERED ACCOUNTANTS

FIRM REGISTRATION NO. : 112350W

SANJIV B. MEHTA

PARTNER

MEMBERSHIP NO. : 34950

PLACE : MUMBAI

DATED : 19th August, 2011.