Auditor Report of CTIL Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of CTIL Limited ("the Company") which comprise the Balance Sheet as at March 31, 2014, the Statement of profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the financial statements

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 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.

Auditor''s Responsibility

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 ethical requirement 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 March 31,2014;

b. In the case of the Statement of profit and Loss, of the profit for year ended on that date; and

c. In the case of the Cash Flow Statement, of the 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, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of Order.

2 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 purpose of our audit;

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

c. The Balance Sheet, Statement of profit and Loss, 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 Cash Flow statement comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act 1956;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board Directors, none of the director 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

Re : CTIL Limited

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. a The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

C. The Company has not disposed off any substantial part of its fixed assets during the year and the going concern status of the company, is not affected.

2 The Company is a service company, primarily rendering IT services. Accordingly, it doesn''t hold any physical inventories. Thus paragraph 4(ii) of the order is not applicable.

3 a. The company has not granted interest free unsecured loan to bodies corporate listed in the Register maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

c. In respect of loans granted by the Company, repayments of principal amount are regular.

d. There are no overdue amounts as at the year end.

e. The company has not taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956.

f. In our opinion and according to the information and explanations given to us, the terms and conditions are not prima-facie prejudicial to the interest of the company.

g. In respect of loan taken by the Company, the repayments of principal amount are regular.

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 business for the purchase of inventory, fixed assets and also for the sale of goods. Further, on the basis of our examinations and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weaknesses in the aforesaid internal control systems.

5 a. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us the company has not accepted deposits from Public. Hence, compliance with the directives issued by the Reserve Bank of India and the provisions of Section58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public is not applicable. According to the information and explanations given to us, in this regard, no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal of the company.

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

8. Central Government has not prescribed Maintenance of Cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the services rendered by the company.

9. In respect of statutory dues:

a. According to the records of the Company, the undisputed statutory due including provident Fund, Employees State Insurance, Income tax, excise duty, sales tax and Cess have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31 March, 2014 for a period of more than six months from the date they become payable.

10. The company has accumulated losses. However, it has not incurred any cash losses in the financial year and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to financial institutions & banks.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. In our opinion and according to the information and explanations given to us, the company has given guarantees for loans taken by its subsidiary company and associate company from bank / financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

16. In our opinion according to the information and explanations given to us, the term loans have been applied for the purposes for which they were raised.

17. In our opinion and according to the information and explanation given to us and on overall examination of balance sheet of the company, we are of the opinion that there are no funds raised for short term basis that have been used for long term investment.

18. During the year, the Company has not made any preferential allotment of shares to the parties and Companies covered in the register maintained under Section 301of the Companies Act, 1956.

19. The Company has not raised any money by way of issue of Debentures during the year; hence paragraph (xix) of the order is not applicable to the company.

20. According to the information and explanations given to us during the year the company has not raised any funds on public issue and hence this clause is not applicable to the company.

21. According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For BALAJI VISWANATH & CO Chartered Accountants (Firm Regn .No. 008194S)

Sd/- B Balaji Viswanath & Co Proprietor M.No. 029357

Place: Hyderabad Date : 29/05/2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of CTIL Limited as at 31st March 2012, and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the generally accepted Auditing Standards 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 misstatement. 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 the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

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

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

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

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

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

Annexure referred to in paragraph 3 of our report of even date

1. The provisions of Clauses of Paragraph 4 of the Companies (Auditor's Report) Order, 2003 listed below are not applicable to the Company for the year:

a) Clause (viii) regarding maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956;

b) Clause (xi) regarding defaults in repayment of dues to financial institutions, bank and debenture-holders;

c) Clause (xiii) regarding special statute applicable to Chit Funds and Nidhis / Mutual Benefit Fund and Societies;

2. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed assets have been physically verified by the management during the year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

3. In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any loans secured or unsecured to / from companies, firms and other parties entered in the Register maintained under Section 301 of the Companies Act, 1956.

4. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

5. 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 business with regard to purchases of courseware material, fixed assets and sale of courseware material and software development services. During the course of our audit, no major weakness has been noticed in the internal controls.

6. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and therefore reporting under clause v(a) and v(b) of Paragraph 4 of the Order does not arise

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

8. According to the records of the Company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, income tax, sales tax etc.. There were no amounts due to be transferred to Investor Education and Protection Fund. We are informed by the company that the company is exempted from provisions of the Employees State Insurance Act. There are no undisputed amounts payable in respect of statutory dues, which are outstanding as at 31st March, 2011 for a period of more than six months from the date they become payable.

9. Based on our audit procedures and on the information and explanations given by the Management, there are no dues outstanding in respect of income tax, excise duty, customs duty, wealth tax and cess on account of any dispute

10. The accumulated losses of the company at the end of the financial year are not more than fifty percent of its net worth. The company has not incurred cash losses during the current financial year and also in the immediately preceding financial year

10 The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

12 The company has not obtained any term loans during the year

13 Based on the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

14 According to the cash flow statement and other records examined by us and the information and explanations given to us on an overall basis, funds raised on short term basis, prima facie, have not been used during the year for long term investment and vice versa.

15 According to information and explanation given to us, 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.

16 The company has neither issued any debentures nor raised any money by public issue during the year except for the preferential allotment it made.

17. Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For BALAJI VISWANATH & CO

CHARTERED ACCOUNTANTS

(Firm Reg No: 008194S)

Place: Hyderabad (B. Balaji Viswanath)

Date: 03rd September 2012 Proprietor.

Membership No :029357

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Mar 31, 2010

We have audited the attached Balance Sheet of Comp-U-Leam Tech India Limited as at 31st March 2010, and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based oh our audit

We have conducted our audit in accordance with the generally accepted Auditing Standards 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 misstatement 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 the Management, as well as evaluating the overall financial statement presentation; We befieve that our audit provides a 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 paragraphs 4 and 5 of the said Order.

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

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; .

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

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

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

On the basis of written representations received from the Directors as on 31st March 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 Secttoni 274 of the Companies Act, 1956;

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

In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

To the case of the Profit and Loss Account, of the profit for the year ended on that date, and

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

For BALAJI VISWANATH & CO CHARTERED ACCOUNTANTS Place: Hyderabad (B. Balaji Viswanath)

Date: 04th September 2010 Proprietor.

Membership.No:029357 Firm.Regn.No.008194S