Auditor Report of Virtual Global Education Ltd.

Mar 31, 2025

We have audited the standalone financial statements of Virtual Global Education Limited
(“the Company”), which comprise the Standalone Balance Sheet as at March 31, 202 5, and the
Standalone Statement of Profit and Loss (including other comprehensive income), Standalone
Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements, including a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as “the
standalone financial statements”).

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 Companies
Act, 2013 (“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, 2025 and profit and other comprehensive income, changes in equity
and its cash flows for the year ended on that date subject to the matters described under “ Basis
for Qualified Opinion” section of our report

Basis for Qualified Opinion

1. We draw attention to our Review Report Dated 14.02.2025 for quarter ended 31st
December 2024 .we reported the fraudulent activities of the CFO have significantly
impacted the accuracy of the financial statements,, financial position and
performance of the Company, we were unable to express an opinion on the financial
statements as on 31st December 2024. We recommend that the company should
take immediate corrective actions, including a forensic audit of the financial
statements, , and the reporting of the fraud to SEBI and law enforcement agencies.and
our opinion on above are same .Company has initiated a special Audit Instead of
Forensic Audit . This fraud indicates a material weakness in internal financial
controls, and raises significant concerns-and raises significant concerns regarding the
reliability of the financial reporting.

2. Further during the course of our audit from 1st April 2024 to 31st March 2025 , and
pursuant to a Special Audit initiated by the Audit Committee, we identified material
financial irregularities involving unauthorized transactions and misappropriation of funds
by the Company''s Chief Financial Officer (CFO)& Director Mr Ankit Sharma . As per the
findings of the special audit report dated 28.05.2025 it has been determined that an

amount aggregating to ? 88,17,931/- was misappropriated throughfictitious

payments,unsupported expenses and unauthorized fund transfers during the financial
years 2024-25.The amount has not been recovered as of the date of the report, and the
company is in the process of initiating legal and disciplinary proceedings. No provision
has been made in the financial statements for the said loss."

3. On the basis of management report the matter has reported to the Board, SEBI, and law
enforcement authorities. The CFO has resigned/terminated and legal proceedings have
been initiated. The Company has to be recorded an impairment and provision of Rs
88,17,931/- in the financial statements for the year ended March 31, 2025, pending full
recovery and resolution.

In terms of resolution passed by the share holders at the Annual General Meeting held on
10.09.2024 the company allotted 14,25,00,000 fully convertible warrants of Rs.1/- each on
preferential basis to other than promoters.Out of which 25% of warrant issue price has
been received during this year .We have not received sufficient evidence and documents
to satisfy that amount has been utilized as per the purpose mentioned under the approval
for SEBI .

4. The Company has given Loan & Advances of Rs 4,,21,00,000/-,upto 31st March 2025
management is unable to provide nature of advances and documentation in support of
this transaction.

5. We draw attention that the company has earned "other income" amounting to
Rs.1,05,66,809/- as interest on loan by lending money to the third parties which is out of the
charter/ main objectives of Memorandum of Association of the company.

6. We draw attention that investment in equity shares (unquoted) under the head “Non Current
Investment” amounting to Rs.39,50,000/- out of which Rs.37,50,000/- should be considered
as impairment loss as per INDAS-36. The investment in unquoted shares of Prem Color Chem
Pvt Ltd., Vishesh Developers Pvt Ltd doesn''t have the name of Virtual Global Education
Limited as shareholder in their shares holders list provided by the management to us. The
investment in Rock Eagle Portfolio Services Pvt Ltd. is not recoverable since company has
been struck off in Registrar of Companies since 2019 as per Ministry of Corporate Affairs.
Adhunik Technology Pvt. Ltd has negative reserves resulting in a negative fair value and thus
investment cannot be recovered.

7. We draw attention that the Advance given for development of project under the head “Other
Non-Current Assets” amounting to Rs.19,98,87,156/-, is subject to confirmation/
reconciliation. However management has explained us that the amount is recoverable
standing in the books of account. We are unable to validate the assertion of recoverability in
the absence of any independent report by the competent agency & the uncertainty of
presumption of future operations/ results of operations thereafter. Also in the absence of
underlying documents like agreements/confirmations/contracts, we are unable to comment
on the completeness of the same.

8. In the absence of appropriate evidence and underlying documents like third party
confirmations, details, breakup of Training Expenses Payable under the head “Other Non -
Current Liabilities” amounting to Rs 4,70,58,490/-, we are unable to comment on the
sufficiency and appropriateness of the payable amount . Advance given for development of
project ” under the head other non current Assets amounting to Rs 96,77,974/-was adjusted
with Training Expenses Payable without any justification/confirmation made available to us
by the management.During the year company has Paid Rs 5,98,92,996/- against Training
expenses payable, in respect of this transaction no supporting documents has been

provided to us.

9. We draw your attention that in the absence of Fixed Asset Register and no physical
verification report by the management / third party, we are unable to comment on the
existence of the Fixed Assets.

10. We draw your kind attention on that during the year Company has given a Advance
amounting to Rs. 5,34,21,670/- to M/s Witness Developers & Promoters Private Limited for
purchase of Land at Gurugram Haryana .In the absence of appropriateness of documents like
agreements/confirmations/contracts, we are unable to comment on the completeness of the
same.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

The audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Note 25(c) to the Standalone Financial Statements- “Provision for Contingencies” as at March
31, 2025, the Company has exposures towards litigations relating to various matters as set out
in the aforesaid Notes.

Significant management judgment is required to assess such matters to determine the
probability of occurrence of material outflow of economic resources and whether a provision
should be recognized, or a disclosure should be made. The management judgment should also
supported with legal advice in certain cases as considered appropriate.

As the ultimate outcomes of the matters are uncertain and the positions taken by the
management are based on the application of their best judgment relating to interpretation of
law regulations, it is considered to be a Key Audit Matter.

Other Information

The Company’s management and Board of Directors are responsible for the other information.
The other information comprises the information included in the Company’s annual report, but
does not include the standalone financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statement or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact.

Management’s Responsibility for the 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 IND AS 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(IND AS) 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
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, management and Board of Directors are
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 management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of user taken on basis of these standalone financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and access the risk of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risk, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to standalone financial statements in
place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern..

• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguard.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the

Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters

specified in paragraphs 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, the Statement of Profit and Loss (including other
comprehensive income), the statement of change in equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account,
subject to the matter described under “basis for qualified opinion” section of our
report.

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 March
31, 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 from being appointed as a director in terms of
Section 164 (2) of the Act.

f) According to the information and explanation given to us, the company had paid
remuneration in excess of the limits prescribed under Section 197 read with
Schedule V of the Companies Act.2013 and without obtaining consent of the
shareholders and also not accorded prior approval of Banks/Financial Institutions in
case of default of principal/interest obligations, which is in contravention of the said
section.

g) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”.

3. 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
statements-Refer Note 25(c) to the financial statements ;

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

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

iv. (a) The management has represented that to the best of its knowledge and belief,
other than as disclosed in the 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) 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 invested in other person 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 has represented that to the best of its knowledge and belief other
than as disclosed in the notes to the accounts, no funds have been received by the
company from any person 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 person 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 such audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that representations, as provided under (a) and (b) above, contain
any material misstatement

D) Based on our examination,which included test checks, the company has used
accounting software for maintaining its books of accounts for financial year
ended March 31^st 2025 , Which has feature of recording Audit Trails (Edit Log )
facility and same has operated through out the year for all relevent transaction
recorded in the software. Further during the course of the our audit we did not
come across any instance of the audit trails features be tempered with.

For Asha & Associates
Chartered Accountants
FRN:024773N

CA Asha Taneja
M.No. 096107

UDIN: 25096107BMOYWZ4337
Place: New Delhi
Date: 29.05.2025

---

Mar 31, 2024

We have audited the standalone financial statements of Virtual Global Education Limited
(“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, and the
Standalone Statement of Profit and Loss (including other comprehensive income), Standalone
Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then
ended, and notes to the standalone financial statements, including a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as “the
standalone financial statements”).

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 Companies
Act, 2013 (“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, 2024 and profit and other comprehensive income, changes in equity
and its cash flows for the year ended on that date subject to the matters described under “ Basis
for Qualified Opinion” section of our report

Basis for Qualified Opinion

a) . We draw attention that the company has earned "other income" amounting to

Rs.67,06,468/- as interest on loan by lending money to the third parties which is
out of the charter/ main objectives of Memorandum of Association of the
company.

b) . We draw attention that investment in equity shares (unquoted) under the head

“Non Current Investment” amounting to Rs.39,50,000/- out of which
Rs.37,50,000/- should be considered as impairment loss as per INDAS-36. The
investment in unquoted shares of Prem Color Chem Pvt Ltd., Vishesh Developers
Pvt Ltd doesn''t have the name of Virtual Global Education Limited as shareholder
in their shares holders list provided by the management to us. The investment in
Rock Eagle Portfolio Services Pvt Ltd. is not recoverable since company has been
struck off in Registrar of Companies since 2019 as per Ministry of Corporate
Affairs. Adhunik Technology Pvt. Ltd has negative reserves resulting in a negative
fair value and thus investment cannot be recovered.

c) We draw attention that the Advance given for development of project under the
head “Other Non-Current Assets” amounting to Rs.21,23,87,156/-, is subject to
confirmation/ reconciliation. However management has explained us that the amount
is recoverable standing in the books of account. We are unable to validate the
assertion of recoverability in the absence of any independent report by the competent
agency & the uncertainty of presumption of future operations/ results of operations
thereafter. Also in the absence of underlying documents like
agreements/confirmations/contracts, we are unable to comment on the completeness
of the same..

d) In the absence of appropriate evidence and underlying documents like third party
confirmations, details, breakup of Training Expenses Payable under the head “Other
Non-Current Liabilities” amounting to Rs.10,61,66,195/-, we are unable to comment
on the sufficiency and appropriateness of the payable amount . Advance given for
development of project ” under the head other non current Assets amounting to Rs
96,77,974/- has been adjusted with Training Expenses Payable without any
justification/confirmation made available to us by the management.

e) We draw your attention that in the absence of Fixed Asset Register and no physical
verification report by the management / third party, we are unable to comment on the
existence of the Fixed Assets.

f ) We draw your attention that “M/s. MKY Constructions Pvt. Ltd.” included under the
head “Loans and Advances” (Non-Current Assets) amounting to Rs.1,69,06,352/- had
filed for insolvency (Insolvency And Bankruptcy Code 2016). During the year Rs
65,398/-has received by virtue of Liquidation order passed by NCLT. Rest Amount of
Rs 1,70,79,959/- has been debited in Profit & Loss account during the year. No
provision/adjustments are made in the books of accounts as the amount is doubtful
debts in earlier years .

g ) We draw your kind attention on that during the year Company has given a Advance
amounting to Rs. 5,34,21,670/- to M/s Witness Developers & Promoters Private Limited
for purchase of Land at Gurugram Haryana .In the absence of appropriateness of
documents like agreements/confirmations/contracts, we are unable to comment on the
completeness of the same.

h ) We draw your kind attention that company has paid Rs 4,57,394/- debited to Profit &
Loss account being Prior Period expenses and no provision was made in earlier‘s years.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our audit of the standalone financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

The audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Note 25(c) to the Standalone Financial Statements- “Provision for Contingencies” as at March
31, 2024, the Company has exposures towards litigations relating to various matters as set out
in the aforesaid Notes.

Significant management judgment is required to assess such matters to determine the
probability of occurrence of material outflow of economic resources and whether a provision
should be recognized, or a disclosure should be made. The management judgment should also
supported with legal advice in certain cases as considered appropriate.

As the ultimate outcomes of the matters are uncertain and the positions taken by the
management are based on the application of their best judgment relating to interpretation of
law regulations, it is considered to be a Key Audit Matter.

Other Information

The Company’s management and Board of Directors are responsible for the other information.
The other information comprises the information included in the Company’s annual report, but
does not include the standalone financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statement or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Management’s Responsibility for the 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 IND AS 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(IND AS) 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
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, management and Board of Directors are
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 management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of user taken on basis of these standalone financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

i. Identify and access the risk of material misstatement of the standalone financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risk, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

ii. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to standalone financial statements in
place and the operating effectiveness of such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

iv. Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease
to continue as a going concern.

v. Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguard.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters
specified in paragraphs 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, the Statement of Profit and Loss (including other
comprehensive income), the statement of change in equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account,
subject to the matter described under “basis for qualified opinion” section of our
report.

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 March
31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164 (2) of the Act.

f) According to the information and explanation given to us, the company had paid
remuneration in excess of the limits prescribed under Section 197 read with
Schedule V of the Companies Act.2013 and without obtaining consent of the
shareholders and also not accorded prior approval of Banks/Financial Institutions in
case of default of principal/interest obligations, which is in contravention of the said
section.

g) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”.

3. 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 statements-
Refer Note 25(c) to the financial statements ;

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

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

iv. (a) The management has represented that to the best of its knowledge and belief, other
than as disclosed in the 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) 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 invested in other person 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 has represented that to the best of its knowledge and belief other than as
disclosed in the notes to the accounts, no funds have been received by the company from
any person 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 person 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 such audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that
representations, as provided under (a) and (b) above, contain any material misstatement.

D) Based on our examination,which included test checks, the company has used accounting
software for maintaining its books of accounts for financial year ended March 31^st 2024
, Which has feature of recording Audit Trails (Edit Log ) facility and same has operated
through out the year for all relevent transaction recorded in the software. Further during
the course of the our audit we did not come across any instance of the audit trails
features be tempered with.

For Asha & Associates
Chartered Accountants
FRN:024773N
SD/-

CA Asha Taneja
M.No. 096107

UDIN: 24096107BKFNHB2153
Place: New Delhi
Date: 28.05.2024

---

Mar 31, 2016

Independent Auditor''s Report

To,

The Members,

M/s Virtual Global Education Limited Report on the Financial Statements

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

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 of these 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 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.

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, 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 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/Loss and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), as amended, 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 paragraphs 3 and 4 of the Order.

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 purpose 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 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. On our observation company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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:

- The Company doesn''t have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the Income tax demand of 6050564/- and penalty of '' 6050150/- for the A.Y. 1996-97 & '' 304364/- for the A.Y. 2004-2005 against which the company has filed an Appeal with ITAT, New Delhi, the Company is doing efforts for the early disposal of the case.

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

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

“Annexure A” to the Independent Auditors'' Report

Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31, 2016:

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

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The company has not any immovable properties.

2) The company has engaged in business of Education & Training. Inventory shown in financial statement are only sample Tablet for distribution to trainees.

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

(b) The Company doesn''t have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the Income tax demand of Rs. 60,50,564/- and penalty of Rs. 60,50,150/- for the A.Y. 1996-97 & Rs. 304364/for the A.Y. 2004-2005 against which the company has filed an Appeal with ITAT, New Delhi, the Company is doing efforts for the early disposal of the case.

7) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

8) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

9) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

10) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

11) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

12) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

13) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) 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 of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

For PVR - N & Co.

Chartered Accountants

Pradeep Kumar Jindal

Partner

M. No.:082646

F. Regn No.: 004062N

Place: New Delhi

Date: 30th April, 2016

---

Mar 31, 2015

We have audited the accompanying financial statements of Virtual Global Education Limited (the "company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year ended and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these 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 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 true and fair view 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 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 financial statements.

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;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Statement of Profit and 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.

Report on Other Legal and Regulatory Requirements

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 paragraphs 3 and 4 of the Order, to the extent applicable.

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

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;

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;

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;

In our opinion, the financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

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;

On our observation company has adequate internal financial controls system in place and the operating effectiveness of such controls.

with respect to the other matter 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:

The Company has no any pending litigations on its financial statements.

The company has not made any long terms contract including derivative contracts during the year.

The company has no any amount required to transfer any amount in investor education and protection fund.

Annexure to the Auditors' Report of Virtual Global Education Limited

REFERRED TO IN OUR REPORT OF EVEN DATE

1. In Respect of Fixed Asset

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (2) of the order is not applicable.

3. a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 189 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 189 of the Act, 2013 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 148 (1) of the Act.

9. In respect of statutory dues:

a) According to the information and explanations given to us and the records of the company examined by us, the company is regular in depositing the undisputed statutory dues with the appropriate authority and no dues are outstanding for a period of more than six months from the date they become payables as on 31.03.2015.

b) The Company doesn't have any disputed dues of Sales Tax/Income Tax/Customs/ Wealth Tax/Excise Duty/Cess, etc. which have not been deposited except the Income tax demand of Rs. 6050564/- and penalty of Rs. 6050150/- for the A.Y. 1996-97 & Rs. 304364/- for the A.Y. 2004-2005 against which the company has filed an Appeal with ITAT, New Delhi, the Company is doing efforts for the early disposal of the case.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi /Mutual Benefit Fund/Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. The Company has not made preferential allotment of shares to parties and Companies covered in the register maintained under Section 189 of the Act during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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.

For PVR - N & Co.

Chartered Accountants

Pradeep Kumar Jindal

Partner

M. No.:082646

F. Regn No. :004062N

Place: New Delhi

Date: 21st May, 2015

---

Mar 31, 2014

1. We have audited the accompanying financial statements of Virtual Global Education Limited(the "company"), which comprise the Balance Sheet as at 31st March , 2014, the 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.

Management''s Responsibility for the Financial Statements

2. The Company''s 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 and in accordance with the accounting principles generally accepted in India. 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 material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the 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.

(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, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order As required by Section 227(3) of the Act, we report that:

(a) We have 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under 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.

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

Annexure to the Auditors'' Report of Virtual Global Education Limited

REFERRED TO IN OUR REPORT OF EVEN DATE

1. In Respect of Fixed Asset

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (2) of the order is not applicable.

3. a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 2013.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 2013 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

9. In respect of statutory dues:

a) According to Records, the Company was not regular in depositing the undisputed statutory dues, including Income tax with appropriate authorities. As per the information and explanations given to us, the undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2014 for the period of more than six month from the date of becoming payable amounting Rs. 8,38,268

b) The Company doesn''t have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the Income tax demand of Rs. 6050564/- and penalty of Rs. 6050150/- for the A.Y. 1996-97 & Rs. 304364/- for the A.Y. 2004-2005 against which the company has filed an Appeal with ITAT, New Delhi, the Company is doing efforts for the early disposal of the case.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. The Company has made preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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.

For PVR - N & Co. Chartered Accountants

Sd/- Pradeep Kumar Jindal Partner

M. No. 082646 F. Regn No. 004062N

Place: New Delhi Date: 25.04.2014

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Virtual Global Education Limited(the "company"), which comprise the Balance Sheet as at 31st March , 2013, the 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.

Management''s Responsibility for the Financial Statements

2. The Company''s 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 ("the Act"). 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 material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the 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.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order

As required by Section 227(3) of the Act, we report that:

(a) We have 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act

(e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to the Auditors'' Report of Virtual Global Education Limited

REFERRED TO IN OUR REPORT OF EVEN DATE

1. In Respect of Fixed Asset

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (2) of the order is not applicable.

3. a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

9. In respect of statutory dues:

a) According to Records, the Company was not regular in depositing the undisputed Statutory dues, including Income tax with appropriate authorities. As per the information and explanations given to us, the undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2013 for the period of more than six month from the date of becoming payable amounting Rs. 8,38,268

b) The Company doesn''t have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the Income tax demand of Rs. 6050564/- and penalty of Rs. 6050150/- for the A.Y. 1996-97 & Rs. 304364/- for the A.Y. 2004-2005 against which the company has filed an Appeal with ITAT, New Delhi, the Company is doing efforts for the early disposal of the case.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments .

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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.



For PVR - N & Co.

Chartered Accountants



Sd/-

Pradeep Kumar Jindal

Partner

M. No.:082646

F. Regn No. :004062N

Place: New Delhi

Date: 28.05.2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of VIRTUAL GLOBAL EDUCATION LIMITED, as at 31st March, 2012, and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date together with annexure 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.

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 reasonable basis for our opinion.

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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(1) 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.

(2) 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 the books.

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

(4) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow comply with the Accounting Standards referred to in Section 2ii(3C) of the Companies Act, 1956;

(5) On the basis of the written representation received from the directors as on 31.03.2012, 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.

(6) In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit & loss account read with the schedules.and notes to the accounts thereto, give the information required by the Companies Act 1956, in the manner so required and also give a true and fair view:

(i) In the case of the Balance-Sheet, of the state of affairs of the Company as at 31st March, 2012, and

(ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

(iii) In the case of cash flow statement of the cash flows of the company for the year ended on that date.

Annexure to the Auditors' Report of Virtual Global Education Limited

REFERRED TO IN OUR REPORT OF EVEN DATE

1. a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (ii) of the order is not applicable.

3.a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, the a disputed amount payable in respect of statutory dues were outstanding as at 31st March, 2012 for the period of more than six month from the date of becoming payable.

b) The company doesn't have any disputed dues of Sales Tax/Income Tax/Customs / Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the income tax demand of Rs. 6050564/- and penalty of Rs. 6050150/- for the A.Y. 1996-97 & Rs. 304364/- for the A.Y. 2004-2005 against which the company has filed an Appeal with CIT (Appeal), XIX, New Delhi, the company is doing efforts for the early disposal of the case.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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.

For PVR - N & Co.

Chartered Accountants

Sd/-

Pradeep Kumar Jindal

Partner

M. No. : 082646

F. Regn No.: 004062N

Place: New Delhi

Date: 14th May, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of BLS GLOBAL EDUCATION LIMITED, as at 31st March, 2011, and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date together with annexure 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.

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 reasonable basis for our opinion.

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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(1) 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.

(2) 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 the books.

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

(4) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(5) On the basis of the written representation received from the directors as on 31.03.2011, 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.

(6) In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit & loss account read with the schedules and notes to the accounts thereto, give the information required by the Companies Act, 1956, in the manner so required and also give a true and fair view:

(i) In the case of the Balance-Sheet, of the state of affairs of the Company as at 31st March, 2011, and

(ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

(hi) In the case of cash flow statement of the cash flows of the company for the year ended on that date. Annexure to the Auditors' Report of BLS Global Education Limited

REFERRED TO IN OUR REPORT OF EVEN DATE 1.

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (ifj of the order is not applicable.

3.

a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

c

a] Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2011 for the period of more than six month from the date of becoming payable.

b) The company doesn't have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the income tax demand of Rs. 6050564/- and penalty of Rs. 6050150/- for the A.Y. 1996-97 against which the company has filed an Appeal with CIT [Appeal), XIX, New Delhi, the company is doing efforts for the early disposal of the case.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any . money by way of public issues during the year under consideration.

21. 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.

For PVR - N & Co.

Chartered Accoun tan ts

Sd/-

Pradeep Kumar Jindal

Partner

M. No. :082646

F. Regn No. :004062N

Place: New Delhi

Date: 27th May, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of BLS GLOBAL EDUCATION LIMITED, as at 31st March, 2010, and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date together with annexure 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.

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 reasonable basis for our opinion.

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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(1) 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.

(2) 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 the books.

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

(4) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

(5) On the basis of the written representation received from the directors as on 31.03.2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(6) In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit & loss account read with the schedules and notes to the accounts thereto, give the information required by the Companies Act, 1956, in the manner so required and also give a true and fair view:-

(i) In the case of the Balance-Sheet, of the state of affairs of the Company as at 31st March, 2010, and (ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date. (iii) In the case of cash flow statement of the cash flows of the company for the year ended on that date.

Annexure to the Auditors' Report of BLS Global Education Limited

REFERRED TO IN OUR REPORT OF EVEN DATE 1.

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Educational & Training Services. Therefore paragraph (ii) of the order is not applicable.

3.

a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5.

a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2010 for the period of more than six month from the date of becoming payable.

b) The company doesn't have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited except the income tax demand of Rs. 6050564/- and penalty of Rs. 6050150/- for the A.Y. 1996-97 against which the company has filed an Appeal with CIT (Appeal), XIX, New Delhi.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by Company.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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.

For PVR - N & Co.

Chartered Accountants

Pradeep Kumat Jindal

Partner

M. No. :082646

F. Regn No. :004062N

Place: New Delhi

Date: 28th May, 2010

---

Mar 31, 2009

We have audited the attached Balance Sheet of TECH DNA SOLUTIONS LIMITED, as at 31st March, 2009, and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date together with annexure 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.

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 reasonable basis for our opinion.

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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(1) 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.

(2) 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 the books.

(3) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with bv this report are in agreement with the books of accounts.

(4) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow statement comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956;

(5) On the basis of the written representation received from the directors as on 31.03.2009, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2009 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(6) In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit & loss account read with the schedules and notes to the accounts thereto, give the information required by the Companies Act, 1956, in the manner so required and also give a true and fair view:-

(i) In the case of the Balance-Sheet, of the state of affairs of the Company as at 31 st March, 2009, and

(ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

(iii) In the case of cash flow statement of the cash flows of the company for the year ended on that date.

Annexure to the Auditors' Report of Tech DNA Solutions Limited Referred to in our Report of even date

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) There has been no sale of substantial part of the fixed assets during the year and therefore, it does not affect the going concern assumption.

2. The Company is engaged in Software Services and Software Products. The Company does not hold any physical inventory and therefore paragraph (ii) of the order is not applicable.

3. a) The Company has neither granted nor taken any loan secured or unsecured, to/ from Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/- (Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintain cost records as prescribed u/s 209 (1) (d) of the Act.

9. In respect of statutory dues:

(a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2009 for the period of more than six month from the date of becoming payable.

(b) The company doesn't have any disputed dues of Sales Tax/Income Tax/Customs/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does not arise.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. 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.

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According to the information and explanations given to us, no funds on short term basis have been raised by the Company.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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 cases by the management.

For PVRN & CO.

Chartered Accountants

(Pradeep Kumar Jindal)

Partner

PLACE: NEW DELHI

DATED: 30TH DAY OF JUNE, 2009

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Mar 31, 2007

We have audited the attached Balance Sheet of TECH DNA SOLUTIONS LIMITED, as at 31st March, 2007, and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date together with annexure 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.

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 reasonable basis for our opinion.

As required by the companies (Auditors Report) Order 2003 issued bv 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 paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(1) 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,

(2) 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 the books.

(3) The Balance Sheet and Profit & Loss Account and Cash Flow dealt with by this report are in agreement with the books of accou.

(4) In our opinion, the Balance Sheet and the Profit and Loss Account and cash flow- comply with the Accounting Standards referred to in Section 211(3C)ofthe Companies Act, 1956;

(5) On the basis of the written representation received from the directors as on 31.03.2007, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31s' March 2007 from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956

(6) In our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit & loss account read with the schedules and notes to the accounts thereto, give the information required by the Companies Act, 1956, in the manner so required and also give a true and fair view:-

(i) In the case of the Balance-Sheet, of the state of affairs of the Company as at 31st March, 2007, and (ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date. (iii) In the case of cash flow statement of the cash flows of the company for the year ended on that date.

Annexmfe to the Auditors' Report of TechDNA Solutions Limited Referred to in our Report of even date

1 (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets ,

b) As explained; to us the Company has a phased program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size I of the Company and the nature of its assets.

c) There has been no sale of substantial part of the Fixed assets during the year and therefore, it qloes not affect the going concern assumption.

2. The Company is engaged in Software Services and Software Products. The Company ' does not hold any physical inventory and therefore paragraph (ii) of the order is not applicable,

3. a) The Compariy has neither granted nor taken any loan secured or unsecured, to/ from " Companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

b) Since there are no such loans, the comments regarding terms and conditions, repayment of the principal amount and interest thereon and overdue amount are not required.

4. In our opinion and according to the information and explanations given to us, ihere are adequate internal control procedures commensurate with the size of the Company and the nature of its activities. Further , on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct , major weaknesses in the aforesaid internal control procedures.

5 a) Based upon the audit procedures applied by us and according to the information and explanations given to us by management, there are no transactions which are required to be entered in the register maintained under section 301 of the Act.

b) In our opinion., and according to the information given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, 1956 aggregating during the year to Rs. 500000/-[Rupees five lacs only) or more in respect of each party.

6. The Company has not accepted any deposits from the public.

7 In our opinion, the Internal audit system of the Company is commensurate with the size and nature of its business.

8. The Company is not required to maintained accounts and records as prescribed U/S 209 (1)(d)oftheAct. '

9. In respect of statutory dues:

(a) The Company is generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of statutory dues were outstanding as at 31st March, 2007 for the period of more than six month from the date of becoming payable.

(b) The company doesn't have any disputed dues" of Sales Tax/Income Tax/Costoms/Wealth Tax /Excise Duty/Cess, etc. which have not been deposited.

10. The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year. There are no accumulated losses as at the end of the year under audit.

11. The Company has no dues payable to a Financial Institution or Bank or Debenture Holders.

12. In our opinion 'and according to the information and explanation given to us, the company has not granted any loans and advances against security by way of pledge of shares, debentures and other securities.

13. In our opinion based on information and explanations given to us company is not a chit/nidhi/ Mutual Benefit Fund/ Society and hence compliance with special statute does arises.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and invernents.

15. 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

16. In our opinion and according to the information and explanations given to us, the Company has not raised any term loans.

17. According of the information and explanations given to us, no funds on short term basis have been raised by Company.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in theVegister maintained under Section 301 of the Act during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under consideration.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issues during the year under consideration.

21. 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.

PLACE: NEW DELHI BY ORDER OF THE BOARD

DATED: 3OTH JUNE, 2007 DIRCETOR