Auditor Report of CORE Education & Technologies Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Core Education and Technologies Limited ("the Company"), which comprise the Consolidated Balance Sheet as at 31/03/2015, the Consolidated Statement of Profit and Loss, for the year then ended, and Consolidated Cash Flow statement 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 stated 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 and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 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, of the state of affairs of the Company as at 31/03/2015, and its Loss for the year ended as on that date.

Report on Other Legal and Regulatory Requirements

This report doesn't include a statement on the matters specified in paragraph 3 and 4 of the Companies (Auditor's Report) Order, 2015, issued by the department of company affairs, in terms of sub section 11 of section 143 of the companies Act, 2013 since in Our opinion and according to the information and explanation given to us, the said order is not applicable to the company. As required by Section 143 (3) of the Act, we report that:

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

The Annexure referred to in our report to the members of Core Education and Technologies Limited the Company') for the year Ended on 31st March, 2015. We report that:

i. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have not been physically verified by the management in a phased periodical manner.

ii. In respect of its inventories:

The inventories of the Company comprises of software work-in progress, being Intangible in nature this clause is not applicable to the company

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

a) The Company has not granted any loans for the parties covered under Section 189 of the Companies Act, 2013

b) Since no loans have been granted this clause is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company needs to strengthen the internal control system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, the cost audit is not applicable to the Company.

vii. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have not been regularly deposited with the appropriate authorities. The undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st, 2015 for a period of more than six months from the date of become.

b) According to records of company, there are pending dues of sales tax which have not been deposited within the due date of becoming payable.

The tabular format of pending statutory dues is as under:-

Statutory Dues Total Amount Due for more than 6 months

TDS on Professional Fees 18,263,949 17,784,327

TDS on Salary 11,510,105 11,499,652

TDS on Rent 8,494,845 8,494,845

TDS on Contract 9,891,506 9,801,370

TDS on Non Resident 8,326,773 8,326,773

TDS on Brokerage/ Commission 33,694 33,694

TDS on Interest 54,640,370 47,475,916

Profession Tax 857,250 857,250

VAT 32,033,899 32,033,899

c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

viii. The Company has incurred financial/cash losses in the immediately preceding previous year and also in this financial year. As a result of it the net worth of the Company is negative.

ix. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions, banks and debenture holders. Details are as under:-

The delay in repayment of the dues to bank/ financial institutions/ debenture holders and other parties are as follows:

Sr. No. Particulars Principal Interest Total

1 Banks

More than 180 days - - -

Less than 180 days 96,389,487 - 96,389,487

2 Debenture Holders More than 180 days - - -

Less than 180 days - - -

3 Financial Institution More than 180 days - - - Less than 180 days - - -

4 Others

More than 180 days - - -

Less than 180 days - - -

Further the Company has continuing default in respect of following dues to bank/ financial institutions/ debenture holders and other parties as at year ended: Sr. Particulars Principal Interest Total No.

1 Banks

More than 180 days 5,539,379, 560 721,458,451 6,260,838,011

Less than 180 days 236,443,056 264,010,569 500,453,625

2 Debenture-holders

More than 180 days 237,000,000 270,971,161 507,971,161

Less than 180 days 369,000,000 85,278,216 454,278,216

3 Lease obligations

More than 180 days - -

Less than 180 days - - -

4 Financial Institution

More than 180 Days 5,024,756,154 498,142,450 5,522,898,604

Less than 180 Days 124,444,772 292,280,074 416,724,846

Total

x. The Company has given guarantees of ' 5,643,039,1 70 for loans taken by its wholly owned subsidiaries viz. Core Education and Consulting Solutions INC., USA and Core Education and Consulting Solutions (UK) Ltd from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions though not formalized are not prejudicial to the interest of the Company.

xi. The Company has not raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

xii. In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Aniket Kulkarni & Associates

Firm Registration No. 130521W

(Chartered Accountants)



Aniket Kulkarni

Place: Mumbai Proprietor

Date: 17th August, 2015 M.No. 127246

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Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of Core Education & Technologies Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, and 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.

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

3. Auditor''s responsibility

Our responsibility is to express an opinion on these 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 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 judgement, 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

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

5. Emphasis of Matter

We invite attention to the following notes:

a) Note No. 37(b) of the accompanying financial statements of the Company in respect of increase in its overdue trade receivables, default in repayment of its dues to lenders and debenture holders, salary arrears and arrears of statutory dues, etc., which indicates the existence of material uncertainty that may cast significant doubt about the Company''s ability to continue as going concern. As informed to us by management, the Empowered Group of Corporate Debt Restructuring (CDR) Cell has admitted the Company''s application under the CDR Scheme. The Company''s ability to continue as a going concern is dependent, interalia on the successful outcome of its application under CDR Scheme and timely recovery of the trade receivables. On the basis of its strong expectation of the successful outcome of its CDR application, and other reasons stated in the aforesaid Notes, the Company has prepared the accompanying financial statements on going concern assumption.

b) Note No. 37(c) of the accompanying financial statements of the Company relating to the termination order received from Haryana Government for the ICT Project and invocation of bank guarantee of Rs. 295,000,000/-. The Company has filed a special leave petition in the Hon''ble Supreme Court against termination order. The Company believes that it has a strong case on merits. The matter, being sub judice, pending the outcome of the legal proceedings, no adjustment has been made to the carrying value of receivables of Rs. 748,319,014/- and of the fixed assets of Rs. 1,002,144,968/- at this stage, for this project.

c) Note No. 37(d) of the accompanying financial statements of the Company relating to trade receivables which have remained overdue for extended period of time. In the opinion of the management, these are fully recoverable. The Company has received year-end balance confirmations from these trade receivables and accordingly no provision is deemed necessary by the Company.

Our opinion is not qualified in respect of these matters.

6. 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 Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by sub-section (3) of Section 227 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 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

Annexure referred to in paragraph 1 under the heading Report on other

legal and regulatory requirements of our Report of even date

Re: Core Education & Technologies Limited ("the Company")

(i) In respect of fixed assets:

a) The Company has maintained records showing the particulars, including quantitative details and situation of its fixed assets except for the assets at its overseas branches and BOOT Projects where the records are stated to be under compilation.

b) As explained to us, the fixed assets are physically verified by the management in accordance with a phased programmed of verification, which in our opinion is reasonable, considering the size and nature of its business. However, during the year, the Company has not carried out verification of fixed assets.

(c) No substantial part of the fixed assets has been disposed off during the year.

(ii) The inventories of the Company comprises of software work-in- progress. Being intangible, the same could not be physically verified by the management. Hence, Clause (ii) of paragraph 4 of the Order is not applicable to the Company.

(iii) In respect of the loans. secured or unsecured, granted or taken by the Company to/from companies , firms or other parties covered in the register maintained under Section 301 of the Act:

a) The Company has not granted any loans during the year. Hence, clauses (iii) (a) to (d) of paragraph 4 of the Order are not applicable to the Company.

b) During the year, the Company has taken interest free loans from two promoter companies as a result of invocation of the security by company''s lenders given by promoter companies to them earlier. In respect of the said loans, the maximum amount outstanding at any time during the year and the year- end balance was Rs. 490,846,200/-.

c) In our opinion and according to the information and explanation given to us, terms and conditions of the loan taken by the Company are not prima facie prejudicial to the interest of the Company.

d) The principal amounts are repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, on an overall basis there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of products and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in respect of these areas.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act. Hence,

Clause (v)(b) of paragraph 4 of the Order are not applicable to the Company.

(vi) We are informed that the Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA of the Companies Act, 1956 and the rules framed there under. We are also informed by the Company''s management that no order has been passed by the Company Law Board or any other authority in this regard.

(vii) The Company has an in-house internal audit system. However, in our opinion, the same needs to be strengthened to make it commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the requirement for maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) a) According to records of the Company and information and

explanations given to us, the Company is not regular in depositing with appropriate authorities undisputed amount of statutory dues including Sales Tax, State Value Added Tax, Service Tax, Employee State Insurance, Provident Fund, Profession Tax, Advance Tax and Tax deducted at source.

b) According to the information and explanations given to us, undisputed amounts, in respect of the statutory dues referred above outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable are as under:

Nature of Dues Amount in Rs.

Tax Deducted at Source 78,895,104

VAT 44,495,242

Provident Fund Dues 8,003,608

ESIC Dues 128,461

Professional Tax 651,800

Total 132,174,215

c) According to the information and explanations given to us, there are no dues payable by the Company, under the Investor Education and Protection Fund.

d) According to the information and explanations given to us, there are no statutory dues of Sales Tax, State Value Added Tax, Income Tax and Service Tax, which have not been deposited, on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year. The Company has incurred cash losses during the financial year covered by our audit but not in the immediately preceding financial year.

(xi) Based on our examination of records and according to information and explanation given to us, the Company has defaulted in repayment of dues to bank, financial institution and debenture holders during the year as under:

Amount in Rs.

Delay in number of Banks Debenture Holders days Interest Principal Interest Principal

More than 180 days - 225,559,179 - -

Less than 180 days 267,104,927 38,863,208 19,125,000 -

Delay in number of Cash Credit/ Overdraft days Facilities Overdrawn (Minimum to Maximum)

More than 180 days 527,327-206,143,607

Less than 180 days -

Banks Debenture Holders Continuing Default Interest Principal Interest Principal

More than 180 days 82,409,734 2,275,685,111 - -

Less than 180 days 147,703,994 839,830,277 151,693,973 192,000,000

Amount in Rs.

Continuing Default Cash Credit/ Overdraft Facilities Financial Institution

Overdrawn (Minimum to Maximum) Interest Principal

More than 180 days - 106,513,603 544,027,365

Less than 180 days 84,541-1 11,410,626 - -

Further, the Company has approached its lenders for restructuring of its debts of Rs. 597.45 crores and also of Rs. 850.05 crores due to its Non-CDR Lenders on bilateral basis as on May 1, 2013 through Corporate Debt Restructuring Cell (CDR Cell). Restructuring proposal of the Company was admitted by CDR Cell on 26th September, 2013. However, Company has yet to receive the final approval from them.

(xii) Based on our examination of records and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) The Company is not a chit/ nidhi/ mutual benefit fund/ society and therefore provisions of Clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has given the guarantee of Rs. 5,643,039,170 for loans taken by its wholly owned subsidiaries, viz. Core Education and Consulting Solutions Inc., USA and Core Education and Consulting Solutions (UK) Ltd from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions, though not formalized, are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken during the year were applied for the purpose for which they were obtained.

(xvii) According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that, prima-facie no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

(xix) The Company has created securities/charges in respect of the secured debentures issued in earlier year.

(xx) The Company has not raised any money by public issue during the year.

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

For Chaturvedi & Shah For Asit Mehta & Associates Firm Registration No.: 101720W Firm Registration No.: 100733W Chartered Accountants Chartered Accountants

Jignesh Mehta Sanjay Rane (Partner) (Partner) Membership No: 102749 Membership No: 100374

Place: Mumbai Place: Mumbai Date: 10th June, 2014 Date: 10th June, 2014

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of Core Education & Technologies Limited ("the Company"),which comprise the Balance Sheet as at March 31, 2013, and 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.

2. 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 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 fair presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s responsibility

Our responsibility is to express an opinion on these 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 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 judgement, 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 the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

5. report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order 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.

2. As required by sub-section (3) of section 227 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 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 Balance Sheet, the 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; and

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

referred to in Paragraph 1 under the heading of "report on other Legal and regulatory requirements" of our report of even date

(i) In respect of fixed assets : -

(a) The Company has maintained proper records showing the particulars, including quantitative details and situation of its fixed assets except for the assets at its overseas branches and BOOT Projects where the records are stated to be under compilation.

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programmed of verification, which in our opinion is reasonable, considering the size and nature of its business. No material discrepancies were noticed on such physical verification of assets.

(c) No substantial part of the fixed assets has been disposed off during the year.

(ii) The inventories of the company comprises of software work-in- progress. Being intangible, the same could not be physically verified by the management. Hence, clause (ii) of paragraph 4 of the Order is not applicable.

(iii) 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 and hence clause (iii) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, on an overall basis there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of products and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in respect of these areas.

(v) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register in pursuance of section 301 of the Companies Act. Hence clause (v) (b) of paragraph 4 of the Order are not applicable.

(vi) We are informed that the Company, has not accepted any public deposits covered under the provisions of section 58A of the Companies Act, 1956 and the rules framed there under. We are also informed by the Company''s management that no order has been passed by the Company Law Board or any other authority.

(vii) During the year, the Company had an internal audit system commensurate with the size of the company and the nature of its business.

(viii) According to the information and explanations given to us, the requirement for maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) Based on test-verification of records and information and explanations given to us, the Company is not regular in depositing with appropriate authorities undisputed amount of statutory dues including Sales Tax, State Value Added Tax, Service Tax, Employee State Insurance, Provident Fund, Profession Tax, Advance Tax and Tax deducted at source.

(b) According to the information and explanations given to us undisputed amounts, in respect of the statutory dues referred above outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable are as under:

nature of Dues Amount Period to which amount relates

Tax Deducted at Source 83,334,356 1st November 2011 to 31st

August 2012

VAT 32,207,046 1st November 2011 to 31st

August 2012

Total 115,541,402

(c) According to the information and explanations given to us, there are no dues payable by the Company, under the Investor Education and Protection Fund.

(d) According to the information and explanations given to us, there are no statutory dues of Sales Tax, State Value Added Tax, Income Tax and Service Tax, which have not been deposited, on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) Based on our Examination of records and according to information and explanation given to us the Company has defaulted in payment of dues to Bank and financial institution during the year as under:

Amount in Rs.

Delay in number of days Banks Financial institutions cash credit/ overdraft Facilities

interest Principal interest Principal overdrawn (Minimum to Maximum)

Upto 60 days 255,020,423 456,263,089 38,360,625 - 2,67,418 - 64,45,179

Upto 61 -120 days 12,290,374 94,000,000 - - -

Further Company has Continuing Default in respect of following dues to bank/Financial institutions as at year ended:

Amount in Rs.

Delay in number of days Banks Financial institutions cash credit/ overdraft Facilities

interest Principal interest Principal overdrawn (Minimum to Maximum)

Upto 60 days 19,235,314 177,773,148 - - 8,071,775

Upto 61 -120 days - 306,219,121 - - -

Company has not defaulted in repayment of dues to debenture holder during the year.

(xii) Based on our examination of records and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) The Company is not a chit/nidhi/mutual benefit fund/society and therefore provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has given the guarantee of Rs. 4,182,237,159 for loans taken by its wholly owned subsidiary, viz. Core Education and Consulting Solution, Inc. from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions, though not formalized, are not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans taken during the year were applied for the purpose for which they were taken.

(xvii) According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that, prima-facie no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

(xix) The company has created securities/charges in respect of the secured debentures issued in earlier year.

(xx) The Company has not raised any money by public issue during the year.

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



For chaturvedi & Shah For Asit Mehta & Associates

Firm Registration Number: 101720W Firm Registration Number: 100733W

Chartered Accountants Chartered Accountants



Jignesh Mehta Sanjay rane

Partner Partner

Membership No.: 102749 Membership No.: 100374



Place : Mumbai Place : Mumbai

Date : May 30, 2013 Date : May 30, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Core Education & Technologies Limited (formerly Core Projects & Technologies Limited), as at 31st March, 2012 and also the statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003, (as amended by DCA Notification G.S.R. 766(E), dated 25th November, 2004) ("the Order") 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.

2. 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 purpose of our audit;

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

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

iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the applicable 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 are 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 together with the notes thereon, given 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 Statement of Profit and Loss, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in paragraph 1 of the Auditors' report of even date to the Members of CORE EDUCATION & TECHNOLOGIES LIMITED

i) In respect of fixed assets : -

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets except for the assets at its overseas branches and BOOT Projects which commenced during the year where the records are stated to be under compilation.

b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programmed of verification, which in our opinion is reasonable, considering the size and nature of its business. No material discrepancies were noticed on such physical verification of assets.

c) No substantial part of the fixed assets has been disposed off during the year.

ii) The inventories of the company comprises of software work- in-progress. Being intangible, the same could not be physically verified by the management. Hence, clause (ii) of paragraph 4 of the Order is not applicable.

iii) 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 and hence clause (iii) of paragraph 4 of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, on an overall basis there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of products and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in respect of these areas.

v) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register in pursuance of section 301 of the Companies Act. Hence clause (v)(b) of paragraph 4 of the Order are not applicable.

vi) We are informed that the Company, has not accepted any public deposits covered under the provisions of section 58A of the Companies Act, 1956 and the rules framed there under. We are also informed by the Company's management that no order has been passed by the Company Law Board or any other authority.

vii) During the year, the Company had an internal audit system commensurate with the size of the company and the nature of its business.

viii) According to the information and explanations given to us, the requirement for maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

ix) a) Based on test-verification of records and information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed amount of statutory dues including Sales Tax, State Value Added Tax, Service Tax, Employee State Insurance, Provident Fund, Profession Tax except Advance Tax/Tax deducted at source.

b) According to the information and explanations given to us, no undisputed amounts, in respect of the statutory dues referred above were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable. However, shortfalls/delays were noticed in payment of quarterly installments of advance tax. We have been advised by the Company that pending completion of tax audit, crystallization of tax liabilities in respect of its overseas branches and the resultant tax-credit, the shortfalls could not be determined at the year-end.

c) According to the information and explanations given to us, there are no dues payable by the Company, under the Investor Education and Protection Fund.

d) According to the information and explanations given to us, there are no statutory dues of Sales Tax, State Value Added Tax, Income Tax and Service Tax, which have not been deposited, on account of any dispute.

x) The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi) Based on our audit procedures and information and explanations given by the management, the Company has not defaulted in repayment of dues to banks, debenture holders and financial institutions.

xii) Based on our examination of records and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

xiii) The Company is not a chit/nidhi/mutual benefit fund/society and therefore provisions of clause 4 (xiii) of the Order are not applicable to the Company.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

xv) According to the information and explanations given to us, the Company has given the guarantee of Rs.1,304,490,750/- for loans taken by its wholly owned subsidiary, viz. Core Education and Consulting Solution, Inc. from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions, though not formalized, are not prejudicial to the interest of the company.

xvi) In our opinion and according to the information and explanations given to us, the term loans taken during the year were applied for the purpose for which they were taken.

xvii) According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that, prima-facie no funds raised on short-term basis have been used for long-term investment.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix) During the year company has issued non-convertible debentures. The Company is in the process of executing the Debenture Trust deed and creating the security in favour of the Debenture Trustee.

xx) The Company has not raised any money by public issue during the year.

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

For Chaturvedi & Shah For Asit Mehta & Associates

Firm Registration No. 101720W Firm Registration No. 100733W

Chartered Accountants Chartered Accountants

Amit Chaturvedi Sanjay Rane

(Partner) (Partner)

Membership No: 103141 Membership No:100374

Place : Mumbai

Date : 30 April, 2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Core Projects & Technologies Limited, as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standard 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Included in the attached financial statements are the accounts of two overseas branches which also have been audited by us.

1. As required by the Companies (Auditors Report) Order, 2003, (as amended by DCA Notification G.S.R. 766(e), dated November 25, 2004) 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.

2. 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 such books unless otherwise stated;

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

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

v. Accounting for Software Development segment of the Company’s business involves significant estimation and technical knowledge. The software development income of the Company and related costs, are marked by factors such as records of delivery, development process and product documentation being in electronic form. In the event, we have reviewed the documentation as available and placed reliance management representations in matters involving, inter alia, revenue recognition and matching.

vi. on the basis of written representations received from the directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the directors was disqualified as on March 31, 2010 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vii. in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, given 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, 2010;

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

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



Annexure to the Auditors Report

of even date to the members of CORE Projects & Technologies Limited



(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets except for the assets at its overseas branches where the records are stated to be under completion.

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programmed of verification, which in our opinion is reasonable, considering the size and nature of its business. No material discrepancies were noticed on such physical verification of assets.

(c) No substantial part of the fixed assets has been disposed off during the year.

(ii) (a) The Company is a service company, rendering software related services. The Company also executes software development projects for its customers. The inventories of software work- in-progress, being intangible, have not been physically verified by the management. Hence, clause (ii) of paragraph 4 of the Order is not applicable.

(b) The inventories in respect of software work- in-progress, being intangible, have not been physically verified by us. In our opinion, the inventory records in respect of software, traded products and consumables need to be created in a more secure environment and the correlation of underlying documents to inventory records need to be strengthened.

(iii) 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 and hence clause (iii) of paragraph 4 of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and sale of products and services. However, in our opinion, the Company needs to improve upon product development documentation and related costs, particularly with the growing size of the Companys business. During the course of our audit, we have not observed any continuing failure to correct major weakness in respect of these areas.

(v) (a) Based on the audit procedures applied by us and 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 in pursuance of section 301 of the Companies Act 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 and arrangements referred to in para (v) (a) above and exceeding the value of Rs.5 lakhs with any party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices, to the extent available for comparable transactions, at the relevant time.

(vi) We are informed that the Company, has not accepted any public deposits covered under the provisions of section 58A of the Companies Act, 1956 and the rules framed there under. We are also informed by the Company’s management that no order has been passed by the Company Law Board or any other authority.

(vii) During the year, the Company had an internal audit system commensurate with the size of the company and the nature of its business. Considering the significant growth in its business and further expansion plans, the internal audit system needs to be strengthened for the coming years to have improved internal controls. We are informed that the Company has already taken steps in this regard.

(viii) According to the information and explanations given to us, the requirement for maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) Based on test-verification of records and information and explanations given to us,

The Company is generally regular in depositing with appropriate authorities undisputed amount of statutory dues including Sales Tax, State Value Added Tax, Service Tax, Custom Duty except employee State Insurance, Provident Fund, Profession Tax, TDS.

(b) According to the information and explanations given to us, no undisputed amounts, in respect of the statutory dues referred above were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable other than Dividend Distribution Tax of Rs.94,84,786/- (paid subsequently) and wealth taxes of Rs.1,00,000. Further, shortfalls/delays were also noticed in payment of quarterly installments of advance tax. We have been advised by the Company that pending completion of tax audit, crystalisation of tax liabilities in respect of its overseas branches and the resultant tax-credit, the shortfalls could not be determined by the year-end.

(c) According to the information and explanations given to us, there are no dues payable by the Company, under the Investor education and Protection Fund and excise Duty.

(d) According to the information and explanations given to us, there are no statutory dues of Sales Tax, State Value Added Tax, Income Tax and Service Tax, which have not been deposited, on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(xi) Based on our audit procedures and information and explanations given by the management, the Company has not defaulted in repayment of dues to any financial institution or bank.

(xii) Based on our examination of records and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other investments.

(xiii) The Company is not a chit/nidhi/mutual benefit fund/ society and therefore provisions of clause 4 (xiii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has given the guarantee of Rs. 1,190,340,000/- for loans taken by its wholly owned subsidiary, viz. Core education and Consulting Solution, Inc. from bank and/or financial institutions. In our opinion and according to information and explanations given to us, the terms and conditions, though not formalised, are not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans were applied by the Company for the purpose for which they were taken.

(xvii) According to the information and explanation given to us and on overall examination of the balance sheet of the Company, we report that, prima-facie no funds raised on short-term basis have been used for long- term investment.

(xviii) During the year, the Company has made allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act on exercise of the right against the warrants issued to them earlier during the year on preferential basis.

(xix) The Company did not have any outstanding debentures at the year-end.

(xx) The Company has not raised any money by public issues during the year.

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

For Chaturvedi & Shah For Asit Mehta & Associates

Chartered Accountants Chartered Accountants

Firm Registration No. Firm Registration No.

101720W 100733W

Amit Chaturvedi Sanjay Rane

(Partner) (Partner)

Membership No: 103141 Membership No:100374

Place : Mumbai

Date : 12th August, 2010