educomp solutions ltd Auditors report

To the Members of Educomp Solutions Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Adverse Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of Educomp Solutions Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the Standalone Ind AS Financial Statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Ind AS Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, because of the significance of the matters discussed in the Basis for Adverse Opinion section of our report, the aforesaid Standalone Ind AS Financial Statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also do not give a true and fair view in conformity with the accounting principles generally accepted in India including the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act, of the state of affairs of the Company as at March 31, 2023, its loss (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Adverse Opinion

1. As mentioned in Note 3.1 to the Standalone Ind AS Financial Statements, the Management did not conduct physical verification of Property, plant and equipment during the year ended March 31, 2023.In absence of the same, we are unable to comment over existence, valuation, and the extent of the adjustment, if any, required in respect of these assets as at March 31, 2023 and the resultant possible impact of the same on the loss for the year ended on that date and on the equity as on that date.

2. As regards trade receivable amounting Rs. 1,186.28 million (net of accumulated loss allowance of Rs. 14,680.44 million) as on March 31, 2023, the management is of the view that the same are good and fully recoverable in due course and hence no further loss allowance is required. In absence of appropriate audit evidences including balance confirmations, correspondences from parties and details of subsequent realization post March 31, 2023, we are unable to comment on the recoverability of the outstanding trade receivables of Rs. 1,186.28 million and the possible impact of the same on the loss for the year ended March 31, 2023, and on the equity as on that date.

3. As mentioned in Note 12.4 to the Standalone Ind AS Financial Statements, the Company has not accrued interest on borrowing post May 30, 2017, being Corporate Insolvency Resolution Process ("CIRP") commencement date. The amount of such interest not accrued is estimated to be Rs.4,017.70 million for the reporting financial year and Rs.19,005.18 million till March 31, 2023. This has resulted in understatement of financial liabilities by Rs.19,005.18 million as at March 31, 2023; understatement of loss for the year by Rs. 4,017.70 million and overstatement otequitYby Rs.19,005.18 million as on that date.

4. As disclosed in Note 14 to the Standalone Ind AS Financial Statements, the advance from customers includes amount received from non-corporate entities of Rs. 80.47 million which is deemed to be deposit u/s 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules 2014 and thereby in violation of section 73 to 76 of the Companies Act, 2013. The impact of the non-compliance on the accompanying Standalone Ind AS Financial Statements is presently not ascertainable.

5. As mentioned in Note 24.2 to the Standalone Ind AS Financial Statements, the Company follows Expected Credit Loss (ECL) model for measuring impairment loss allowance of its trade receivables. The ECL allowance or loss rate is computed based on a provision matrix which takes into account historical credit loss experience. However, for the computed loss rate as mentioned in Note 24.2 to the Standalone Ind AS Financial Statements, we have not been provided with any underlying workings of such loss rate computed by the Company.

Further, the Company has not taken effect of aforesaid loss rate in computation of impairment loss allowance, if any on trade receivables over and above the existing provision in the books of account. In absence of relevant workings and other details, we are unable to comment on the appropriateness of the loss rate and the possible impact of not considering the effect of the loss rate in impairment loss allowance on the trade receivables balance as at March 31, 2023 and the loss for the year ended on that date and on the equity as on that date.

6. We have neither got the direct confirmations nor provided with the statements for borrowings from banks and financial institutions amounting to Rs.11,970.00 million (net) as at March 31, 2023. Further, in case of bank borrowings amounting to Rs.6,189.16 million wherein we have received the confirmations or bank statements, the amount recorded in the Standalone Ind AS Financial Statements is short by Rs.2,186.46 million (net) in comparison to amounts reported in the confirmations or bank statements. In the absence of reconciliations and other alternative audit evidence, we are unable to determine any possible impact thereof on the loss for the year ended 31st March 2023 and on balance of borrowings and equity as at March 31, 2023

7. Balance in borrowings other than bank borrowings mentioned in paragraph 6 above, amounting to Rs. 8,040.64 million as at March 31, 2023 are subject to confirmation. Borrowings other than bank borrowings amounting to Rs. 30 million wherein we have received the balance confirmation, the amount recorded in the Ind AS Financial Statements is short by Rs. 4.05 million. In the absence of any alternative audit evidence, we are unable to comment on any possible impact thereof on the loss for the year ended 31st March 2023 and on balance of borrowings and equity as at March 31, 2023.

8. As disclosed in Note 28 to the Standalone Ind AS Financial Statements, financial guarantees aggregating Rs. 13,346.06 million were issued to banks on behalf of its erstwhile subsidiaries. As per Ind AS 109 "Financial Instruments", the said financial guarantees are required to be initially measured at fair value and subsequently measured at the higher of (i) the amount of loss allowance in accordance with Expected Credit Loss ("ECL") method and (ii) amount initially recognized less cumulative amount of income recognized in income statement. However, no measurement of financial guarantees at fair value and estimation of loss allowances in accordance with ECL method were performed during the year. In absence of such measurement, we are unable to comment on the resultant impact thereof on the loss for the year ended March 31, 2023 and corresponding liability and equity as on that date.

9. The Company has not determined the provision for penal interest for defaults on borrowings as per the contractual terms of the underlying agreements. In absence of such assessment, we are unable to comment on the possible impact thereof on the loss for the year ended March 31, 2023 and on the balance of borrowings and equity as on that date.

10. As disclosed in Note 6.5 to the Standalone Ind AS Financial Statements, the balance with banks in current account amounting to Rs. 7.45 million is not verifiable as the same is not reflected in the bank statement. As per the bank statement available, the bank has already debited this amount in October, 2017 i.e. during the CIRP period where moratorium under the Insolvency and Bankruptcy Code, 2016 was in force prohibiting such actions. The company has not recorded this transaction in its books of accounts and therefore, the cash and bank balance as on March 31, 2023 is overstated by said amount along with overstatement of equity for the equivalent amount on that date.

11. We have neither got the direct confirmation nor provided with the bank statements for balance with banks in current accounts, term deposit and margin money with aggregate amount of Rs. 0.23 million. In the absence of any alternative evidence, we are unable to comment on any possible impact thereof on the loss for the year ended March 31, 2023 and on the balance with banks as at March 31, 2023 and on equity as on that date.

12. As mentioned in Note 4(ii) to the Standalone Ind AS Financial Statements, the Company has fully amortized its intangible assets (knowledge based content) as per its accounting policy but the same continues to generate revenue for the company. In absence of re-assessment of the useful life of the intangible assets, we are unable to comment on the resultant impact of amortization on the loss for the year ended on March 31, 2023, carrying value of intangible assets and on the equity as on that date.

13. The Companys investment in its subsidiary companies viz. Educomp Learning Private Limited, Educomp School Management Limited, and Educomp Professional Education Limited aggregating to Rs. 701.73 million (net of provision for impairment of Rs. 2,581.30 million) has not been evaluated for any further impairment since financial year 2020-21. These subsidiary companies have not furnished their audited financial statements nor latest valuation reports of these companies have been made available. The latest audited financial statements of subsidiary companies are available for the financial year 2018-19. In absence of appropriate audit evidence, we are unable to comment upon appropriateness of carrying amount of investments and possible impact of the same on the loss for the year ended March 31, 2023 and equity as on that date.

14. As explained in Note 36 to the Standalone Ind AS Financial Statements regarding managerial remuneration paid to one of the whole time directors of the Company during the quarter ended June 30, 2015 and during the year ended March 31, 2015 in non-compliance with the requirements of Section 197 and Section 198 read with Schedule V to the Companies Act, 2013, and paid during the year ended March 31, 2014 in non-compliance with the requirements of Section 198, Section 269 and Section 309 read with Schedule XIII to the Companies Act, 1956, for which the Central Governments approval is yet to be obtained.

15. As disclosed in Note 38 to the Standalone Ind AS Financial Statements, as per the Insolvency & Bankruptcy Code and Regulations issued there under, the RP has received, verified, and admitted the claims submitted by the creditors (Operational and Financial), employees and workmen of the Company aggregating to Rs. 30,437.72 million as on May 30, 2017. These claims have been taken into cognizance by Committee of the Creditors (CoC) in its 12th meeting held on February 17, 2018, while approving the Resolution Plan of the Company.

The details of such claims have been disclosed in the said note. As represented by the Management/RP, a reconciliation of the admitted claims vis-a-vis liabilities outstanding as at March 31, 2023 as per books of accounts has not been prepared and any impact thereof has not been considered in the preparation of these Standalone Ind AS Financial Statements as at and for the year ended March 31, 2023.

In absence of the above, we are unable to comment upon appropriateness of carrying value of such liabilities as at March 31, 2023 and any possible impact of the same on the loss for the year ended on that date and equity as at that date.

16. As disclosed in Note 39 to the Standalone Ind AS Financial Statements, the Company is currently subjected to the investigations by Serious Fraud Investigation Office (SFIO) and the Central Bureau of Investigation (CBI). As further explained to us, certain information has been requested by them from the Company and the investigations are currently underway and the Company is yet to get any orders or directions in this respect from the said Authorities till the date of signing this report. In absence of pending final outcome of the investigations, we are unable to comment on the consequential impact of these matters on these Standalone Ind AS Financial Statements as at and for the year ended March 31, 2023.

17. As disclosed in Note 40 to the Standalone Ind AS Financial Statements, the Company did not have any internal audit conducted during the year as required under section 138 of the Act. The impact of the non-compliance on the accompanying Standalone Ind AS Financial Statements is presently not ascertainable.

18. As disclosed in Note 41 to the Standalone Ind AS Financial Statements, these Standalone Ind AS Financial Statements are not authenticated by the Company Secretary of the Company which is not in compliance applicable provisions of the Act. Also, the impact of these non-compliances on the accompanying Standalone Ind AS Financial Statements is presently not ascertainable.

19. As disclosed in Note 42 to the Standalone Ind AS Financial Statements, these Standalone Ind AS Financial Statements are not approved by the Chief Financial Officer of the Company which is not in compliance with section 134 (1) of the Act. The impact of this noncompliance on the accompanying Standalone Ind AS Financial Statements is presently not ascertainable.

20. As disclosed in Note 43 to the Standalone Ind AS Financial Statements, the Company has not been in compliance with various other provisions of the Companies Act 2013, SEBI LODR Regulations, 2015, Foreign Exchange Management Act, 1999 and Goods and Services Tax Act, 2017. The financial or other impact of these non-compliances on these Standalone Ind AS Financial Statements is presently not ascertainable.

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Ind AS 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and Rules there under 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 adverse opinion on the Standalone Ind AS Financial Statements.

Material Uncertainty Related to Going Concern

We draw attention to Note 2A(c) to the Standalone Ind AS Financial Statements, which indicates that the Company has incurred substantial losses during the year, its net worth has been completely eroded, has defaulted in repayment of its loans and related interest, and has negative working capital. Further, currently the Company is under the CiRP. These conditions indicate that a material uncertainty exists that may cast significant doubt about the Companys ability to continue as a going concern. Flowever, these Standalone Ind AS Financial Statements have been prepared on a going concern basis as the management is of the view that the Company has been able to discharge its operational liabilities from its internal accrual of funds till the date of this balance sheet and is also confident that the Company would have sufficient fund balance to continue as going concern as stated in the said note.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Except for the matters described in the Basis for Adverse Opinion section and Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Emphasis of Matter

We draw attention to the following matters in the notes to the Standalone Ind AS Financial Statements:

(a) Note 2A(a) to the Standalone Ind AS Financial Statements, wherein it is stated that CIRP has been initiated in case of the Company vide an order of the principal bench of the NCLT dated May 30, 2017 under the provisions of the Insolvency Code. Pursuant to the order, the management of the affairs of the Company and powers of board of directors of the Company are now vested with the Resolution Professional (RP), who is appointed by the CoC. Accordingly, these Standalone Ind AS Financial Statements have been prepared and approved by the RP.

(b) Note 28 and note 1(c) to the Standalone Ind AS Financial Statements, considering the moratorium period, status of Contingent liabilities disclosed has been updated till the date of admission of insolvency application of the Company under the Insolvency & Bankruptcy Code, 2016 i.e., May 30, 2017. Further, claims aggregating Rs. 1,659.20 million have been admitted by the RP against guarantees issued on behalf of erstwhile subsidiaries companies but the same have not been recorded in the books of accounts and continues to be shown under contingent liabilities.

(c) Note 12.2 & 33 on Trade Payable due to MSME where the company has not made further provision of interest for the period after commencement of CIRP i.e. May 30, 2017 on unpaid dues of the MSMEs pertaining to the pre-CIRP period as these dues would be settled in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

(d) Note 6.1.3A to the Standalone Ind AS Financial Statements wherein it is stated that Edu Smart Services Private Limited was undergoing liquidation proceedings under the Insolvency and Bankruptcy Code, 2016. As on 31^st March, 2023, the following balances are appearing in the name of Edu Smart Services Private Limited (ESSPL).

Particulars	Amount (Rs.in millions)
Investment in Preference Shares	515.90
Trade Receivable	9784.55
Receivable against Corporate Guarantee	258.19

* The Company has fully provided for the above balances.

The Honble NCLT, New Delhi vide its Order dated 25.04.2023 has approved a Revival Plan for ESSPL. Under the Revival Plan the Company has been allotted 0.01% NonCumulative, Redeemable, Non-Convertible Preference shares of ESSPL as stated below.

No. of Shares	Face Value of Share	Amount (in millions)	Remarks
10,000	Rs. 100	1.00	Allotted in lieu of Investment
9,77,17,495	Rs. 100	9,771.75	Allotted in lieu of Trade Receivable

There is no provision in the Revival Plan for settlement of Receivables against Corporate Guarantee.

Any adjustment required in the books pursuant to Approved Revival Plan would be made in the Financial Year 2023-24.

Our opinion is not modified in respect of these matters.

Other Information

In view of ongoing CIRP, the Resolution Professional (RP) is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report, Report on Corporate Governance and Annexures to Boards Report, but does not include the Standalone Ind AS Financial Statements, Consolidated Ind AS Financial Statements and our auditors report thereon.

Our opinion on the Standalone Ind AS 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 Ind AS 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 Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. .

Boards Report, Report on Corporate Governance and Annexures to Boards Report are not made available to us as at the date of this auditors report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

The Resolution Professional of the Company appointed by the Committee of Creditors ("CoC") pursuant to the order passed by the Honble National Company Law Tribunal ("NCLT"), with whom the management of the affairs of the Company and the powers of the Board of Directors of the Company are now vested after the commencement of CIRP w.e.f. May 30, 2017 under the provisions of Insolvency and Bankruptcy Code, 2016 ("Insolvency Code"), is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act, read with relevant rules issued there under.

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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Further, as per Section 134 of the Act, the Standalone Ind AS Financial Statements of a company is required to be authenticated by the Chairperson of the Board of Directors, where authorized by the Board or at least two Directors, of which one shall be the Managing Director or the CEO (being a Director), the CFO and the Company Secretary where they are appointed. In view of the pendency of CIRP, as per the Insolvency Code, and pursuant to the order passed by the Honble NCLT, the powers of the Board of the Directors are now vested with the RP. Accordingly, these Standalone Ind AS Financial Statements are approved by the RP [refer note 2A(a) of the Standalone Ind AS Financial Statements and paragraph (a) under Emphasis of Matter],

In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the Companys 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.

Auditors Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 users taken on the basis of this Standalone Ind AS 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 assess the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, 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 Ind AS 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 the Companys Directors/management/RP (refer note 2A(a) of the Standalone Ind AS Financial Statements and paragraph "(a)" under Emphasis of Matter paragraph).

• Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Ind AS 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 auditors 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 Ind AS Financial Statements, including the disclosures, and whether the Standalone Ind AS 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 safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in "Annexure 1", 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 except for the matters described in the Basis for Adverse Opinion section of our report, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. Except for the possible effects of the matters described in the Basis for Adverse Opinion section of our report, 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, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;

d. Except for the possible effects of the matters described in the Basis for Adverse Opinion section of our report, in our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Indian Accounting Standards specified under section 133 of the Act read with relevant rules issued thereunder;

e. The matters described under the Basis for Adverse Opinion and Material Uncertainty Related to Going Concern section of our report, in our opinion, may have an adverse effect on the functioning of the Company;

f. We have not received written representation from the directors of the company as on March 31, 2023. In the absence of written representation received, we are unable to comment whether the director is disqualified as on March 31, 2023 from being appointed as a director in terms of section 164(2) of the Act.

g. The qualification/reservation/adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Adverse Opinion section of our report.

h. With respect to the adequacy of the internal financial controls with reference to Standalone Ind AS Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 2". Our report expresses a Disclaimer of Opinion on the Companys internal financial controls with reference to Standalone Ind AS Financial Statements for the reasons stated therein;

i. in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year and accordingly the provisions of section 197 of the Act are not applicable.

Also refer our comment in paragraph 14 of the "Independent Auditors Report - Basis of adverse opinion" regarding managerial remuneration paid to one of the whole-time director of the Company during the quarter ended June 30, 2015, year ended March 31, 2015 and year ended March 31, 2014 for which Central Governments approval is yet to be obtained by the Company.

j. With respect to the other matters to be included in the Auditors 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. Except for the matters described in the Basis for Adverse Opinion paragraph above, the Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements - Refer Note 28 to the Standalone Ind AS Financial Statements. Also refer paragraph "(b)" under Emphasis of Matter paragraph on Contingent Liabilities;

ii. Except for the possible effects of matters described under Basis of Adverse Opinion paragraph, the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts and derivative contracts if any;

iii. The company has not transferred an amount of Rs. 0.31 million on account of unpaid dividend pertaining to FY 2011-12 (declared on 30th May, 2012) which was required to be transferred to Investor Education and Protection Fund by 05th July,2019;

iv. (a) The management has represented that to the best of its knowledge and belief as disclosed in Note 54(A), no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other source 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 invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that to the best of its knowledge and belief as disclosed in Note 54(B), no funds have been received by the company from any persons or entities including foreign entities (the Funding Parties), with the understanding, whether recorded in writing or otherwise, that the company shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under clause (a) and (b) contain any material mis-statement.

v. The Company has not declared or paid any dividend during the year. Accordingly, the provision of section 123 of the Act is not applicable to the company.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023 and accordingly, reporting under Rule 11 (g) of Companies (Audit and Accounts) Rules 2014 is not applicable for the financial year ended March 31, 2023.

For Kumar Vijay Gupta & Co.

Chartered Accountants

Gopal Garg

Partner

Membership No.: 524345

Place: New Delhi

ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements in the Independent Auditors Report of even date to the members of Educomp Solutions Limited on the Standalone Ind AS Financial Statements for the year ended March 31, 2023]

(i) a. (A)The Company has not maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B)The Company has not maintained proper records showing full particulars of intangible assets.

b. During the year, the Property, Plant and Equipment of the Company have not been physically verified by the management and hence, we cannot comment on material discrepancies existing, if any.

c. According to the information and explanation given by the management the title deeds of the immovable properties, included in property, plant and equipment, have been given as security against borrowings from banks and the original title deeds are kept with the trustee appointed by the banks. On the basis of copy of title deeds of these immovable properties, we report that title deeds of the immovable properties, included in property, plant and equipment, are held in the name of the Company.

d. The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year ended March 31, 2023.

e. We have been informed that there are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) a. The inventory has been physically verified by the management during the year. In our opinion, the coverage and procedures of such verification by the management is appropriate. As informed, no discrepancies of 10% or more in aggregate for each class of inventory were noticed on physical verification carried out during the year.

b. The Company was in the earlier years sanctioned working capital limits in excess of five crore rupees on the basis of security of current assets. According to the information and explanation given to us, the Banks have classified such accounts as Non-Performing Assets on account of continuous defaults committed by the company and further the Company has not filed any quarterly returns or statements with the Banks and hence reporting under clause 3(ii)b of the Order is not applicable.

(iii) During the year, the Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, reporting under clause 3(iii)a to 3(iii)f of the Order is not applicable.

(iv) According to the information and explanation given to us and on the basis of our examination of the records of the Company, no loan granted, investment made or any guarantee or security given during the year falling under the provisions of section 185 & 186 of the Companies Act, 2013. However, based on audit reports of earlier years the Company has not complied with the provisions of section 185 and 186 of the Act in respect of the following:

Nature of noncompliance	Name of Company/party	Amount granted during the year	Balance as at March 31, 2023
Interest freeLoan given*	Edu Smart Services Private Limited (ESSPL)	Nil	Rs. 258.19 million

* Being amount recoverable from ESSPL on invocation of guarantee.

(v) In our opinion, the Company has accepted deposits through advance from customers which are outstanding for more than 365 days without appropriating such advance with provision of services and thereby in violation of section 73 to 76 of the Act and the rules framed there under. However, we have been informed that these advances pertain to the pre CIRP period and cannot be repaid by the resolution professional and would be settled in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016 and regulations issued there under. We have been further informed that no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this matter.

(vi) The maintenance of cost records has been specified by the Central Government under subsection (1) of section 148 of the Act and rules there under. We have broadly reviewed such records and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Goods and Service Tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it though there have been slight delays in few cases.

No undisputed statutory dues in respect of goods and service tax, provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it were outstanding, at the year end, for a period of more than six months from the date they became payable except the following: -

Name of the statute	Nature of the dues	Amount	Period to which the amount relates	Due Date	Date of Payment
Punjab Value Added Tax Act, 2005(PVAT)	Works Contract Tax	0.83 million	2016-17	Various	Not paid
Assam VAT Act 2005	Assam-VAT	4.46 million	2013-14	15th July, 2017	Not paid

(b) The statutory dues referred to in sub clause (a) which have not been deposited on account of any dispute are disclosed as under:

Name of the Statue	Nature of Dues	Amount Disputed	Amount paid under Protest	Period to which the amount Relates	Forum where dispute is pending
BVAT Act 2005	Bihar-VAT	0.34 million	0.07 million	2011-12	Asstt. Commissioner Trade Tax, Patna
DVAT Act 2004 -*.*.d	Delhi-VAT	0.07 million	NIL	2013-14	Appeal/objection filed before Objection Hearing Authority (SOHO) Delhi (DVAT)
DVAT Act 2004	Delhi-VAT	4.57 million	NIL	2014-15	Appeal/objection filed before Objection Hearing Authority (SOHO) Delhi (DVAT)
DVAT Act 2004	Delhi-VAT	1.46 million	NIL	2015-16	Appeal/objection filed before Objection Hearing Authority (SOHO) Delhi (DVAT)
DVAT Act 2004	Delhi-VAT	19.56 million	NIL	2016-17	Appeal/objection filed before Objection Hearing Authority (SOHO) Delhi (DVAT)
DVAT Act 2004	Delhi-VAT	2.91 million	NIL	2017-18	Appeal/objection filed before Objection Hearing Authority (SOHO) Delhi (DVAT)
MVAT Act 2002	Maharashtr a-VAT	8.14 million	NIL	2015-16	Rectification application filed before DC of State Tax (MVAT) Mumbai
MVAT Act 2002	Maharashtr a-VAT	0.71 million	NIL	2016-17	Rectification application filed before DC of State Tax (MVAT) Mumbai
PVAT Act, 2005(UT Chandigarh)	Chandigarh -VAT	0.17 million	NIL	2012-13	Appeal pending before DC Excise, Chandigarh
Finance Act 1994	Ahmedaba d (Service Tax)	Service Tax-209.8 million Penalty- 104.94 million (U/s 78) Penalty- 0.010 million (U/s 77) Interest u/s 75	NIL	2014-15	Appeal Pending before Gujarat High Court at Ahmedabad. Recovery proceedings stayed by Honble High Court of Gujarat Vide Order dated 0601-2021
THE EMPLOYEES PROVIDENT FUNDS AND MISCELLANE OUS PROVISIONS ACT, 1952	Provident Fund Contributi ons & other charges	8.78 million	NIL	March 2008- February 2014	An Appeal Pending before Central Government Industrial Tribunal Cum Labour Court.
INCOME TAX ACT, 1961	Penalty u/s 271B	0.06 million	NIL	2021-22	Appeal filed before CIT (Appeals)

(viii) We have been informed that the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) a. The Company has defaulted in repayment of loans or borrowings to financial institutions, banks, and dues to debenture holders as per details set out in Appendix "A" attached herewith. The amounts of defaults stated in the Appendix are as per contractual terms.

b. According to the information and explanation given to us and on the basis of our audit procedures, we report that the Company has not been declared Willful defaulter by any bank or financial institution or other lender.

c. The Company has not taken any term loan during the year and the term loans outstanding at the beginning of the year were not pending for utilization and hence, reporting under clause 3(ix)c of the Order is not applicable.

d. According to the information and explanation given to us and on the basis of our audit procedures, the Company has not raised any funds on short term basis during the current or previous financial year and hence reporting under clause 3(ix)d of the Order is not applicable.

e. During the year, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f. The Company has not raised loans during the year on pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence the requirement to report on clause (ix) f of the Order is not applicable to the Company.

(x) a. The Company has not raised any money during the year by way of initial public offer or further public offer (including debt instruments). Hence, the requirement to report on clause on 3x(a) of the Order is not applicable to the Company.

b. The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially, optionally convertible) during the year and hence, the requirement to report on clause on 3x(b) of the Order is not applicable to the Company.

(xi) a. No fraud by the Company or no fraud on the Company has been noticed or reported during the year. However, we have been informed that the Company is currently subjected to the investigations by Serious Fraud Investigation Office (SFIO) and the Central Bureau of Investigation (CBI). As further explained to us, certain information has been requested by them from the Company and the investigations are currently underway and the Company is yet to get any orders or directions in this respect from the said Authorities till the date of signing this report.

b. No report under sub section (12) of section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the Central Government during the year up to the date of report.

c. The Company has not set up any whistle blower mechanism as required under SEBI (LODR) Regulations 2015. However, as represented to us by the management, no whistle blower complaints have been received by the Company during the year.

(xii) In our opinion, the Company is not a Nidhi Company as per the provisions of the Companies Act, 2013.Accordingly, the requirement to report on clause 3(xii)a to 3(xii)c of the Order is not applicable to the Company.

(xiii) The transactions with the related parties during the year were not approved by the Audit Committee as required under section 177 of the Act as the Company did not have an audit committee since suspension of board of directors after initiation of CIRP on May 30, 2017.

In our opinion and based on the information and explanations provided to us by the Management, the details of related party transactions have been disclosed in the Standalone Ind AS Financial Statements etc., as required by the applicable accounting standards.

(xiv) As mentioned in Paragraph 17 of the Independent Auditors Report - Basis of Adverse Opinion, the Company did not have any internal audit system during the year. Accordingly, requirement to report on clause 3(xiv)a and 3(xiv)b of the Order is not applicable.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year.

(xvi) a. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the requirement to report on clause (xvi) a is not applicable to the Company.

b. According to the information and explanation given to us the Company has not conducted any Non-Banking Financial or Housing Finance activities.

c. The Company is not a Core Investment Company (ClC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the requirement to report on clause3 (xvi)c of the Order is not applicable to the Company.

d. According to the information and explanation given to us there are no Core Investment Companies within the group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016. Hence, the requirement to report on clause 3(xvi)d of the Order is not applicable.

(xvii) The Company has incurred cash loss during the year amounting to Rs. 48.86 million and in the immediately preceding financial year for Rs.58.02 million.

(xviii) There has been no resignation of statutory auditors during the year and accordingly requirement to report on clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of financial ratios disclosed in Note 34 to the financial statements, ageing and expected date of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, and as stated in the clause 3(ix)a above and in paragraph on Material Uncertainty Related to Going Concern of our report, in our opinion material uncertainty exists on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. However, the Company, being under Corporate Insolvency Resolution Process, will discharge its liabilities in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

(xx) According to the information and explanation given to us, the Company does not attract provisions of section 135 of the Companies Act. Accordingly, requirement to report under clause (xx)a& (xx)b of the Order is not applicable to the Company.

For Kumar Vijay Gupta & Co.

Chartered Accountants

1C A.

Firm Registration No.: 007814N

Gopal Garg

Partner

Membership No.: 524345

Appendix A-Details of Loan Defaults forming part of clause (iii) of CARO report of Educomp Solutions Limited for the year ended March 31, 2023

Default not rectified and existing at year end - Banks

(Amount in Rs. millions)

Name of the Lender	Nature of Facility	Nature of Payment	Total amount of default as on March 31, 2023	Period of default	Remarks
Canara Bank	Term Loan	Principal	458.79	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	66.80
	Cash Credit	Principal	32.13
		Interest	0.67
Central Bank of India	Term Loan	Principal	947.83	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	159.88
ICICI Bank	Term Loan	Principal	725.79	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	99.44
	Cash Credit	Principal	11.49
		Interest	1.10
Induslnd Bank	Term Loan	Principal	76.28	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	9.30
State Bank of Bikaner and Jaipur (now State Bank of India)	Term Loan	Principal	304.51	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	33.8
	Cash Credit	Principal	4.48
		Interest	0.37
Syndicate Bank (now Canara Bank)	Term Loan	Principal	369.61	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	54.47
IDBIBank	Term Loan	Principal	4,550.00	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	657.49
J and K Bank	Term Loan	Principal	1,960.00	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	271.59
Union Bank	Term Loan	Principal	1,171.16	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	168.9
Axis Bank	Term Loan	Principal	3,237.70	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	461.39
	Cash Credit	Principal	175.99
		Interest	18.34
Standard Chartered Bank	Term Loan	Principal	576.98	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	100.09
	Cash Credit	Principal	117.08
Yes bank	Term Loan	Principal	300.00	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	27.74
	Term Loan	Principal	181.42		To be paid in
		Interest	25.57	More than 5 years	accordance with provisions of IBC
	Cash Credit	Principal	52.49
		Interest	8.28
State bank of Patiala (now State Bank of India)	Term Loan	Principal	1,922.45	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	163.99
	Cash Credit	Principal	799.16
		Interest	53.64
DBS Bank	Term Loan	Principal	359.8	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	45.6

Default not rectified and existing at year end - Financial Institutions

(Amount in Rs. millions)

Name of the Lender	Nature of Facility	Nature of Payment	Total amount of default as on March 31, 2023	Period of default	Remarks
External Commercial Borrowings	Term Loan	Principal	5,747.90	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	1,215.17
Foreign Currency Convertible Bonds	Term Loan	Principal	1,093.33	More than 5 years	To be paid in accordance with provisions of IBC
Reliance Capital ltd	Unsecured Loan	Principal	12.00	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	2.69
IBM Global Financing	Unsecured Loan	Principal	132.58	More than 5 years	To be paid in accordance with provisions of IBC
HP Financial Services (India) Pvt ltd	Unsecured Loan	Principal	220.62	More than 5 years	To be paid in accordance with provisions of IBC
		Interest	52.99

Defaults not rectified and existing as on March 31. 2023 in respect of Debentures

(Amount in Rs. millions)

Particulars	Total amount of default as on March 31, 2023	Period of default
Principal on Debentures	450.00	More than 5 years
Interest on Debentures	75.85

Defaults in respect of guarantees invoked and not rectified as at March 31, 2023 (Amount in Rs. millions)

Particulars	Total amount of default as on March 31, 2023	Period of default
Corporate guarantee invoked - given on behalf of Edu Smart Services Private Limited	258.19	More than 5 years

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 2(h) under Report on Other Legal and Regulatory Requirements in the Independent Auditors Report of even date to the members of Educomp Solutions Limited on the standalone Ind AS financial statements for the year ended March 31, 2023]

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

We were engaged to audit the internal financial controls with reference to financial statements of Educomp Solutions Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

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

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the ICAI.

Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls with reference to Financial Statements

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

Disclaimer of Opinion

According to the information and explanation given to us, the Company has not established its internal financial controls with reference to financial statements on criteria based on or considering the essential components of internal control stated in the Guidance Note issued by ICAI.

Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial controls with reference to financial statements and whether such internal financial controls were operating effectively as at March 31, 2023.

We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone Ind AS financial statements of the Company, and the disclaimer does not affect our opinion on the standalone Ind AS financial statements of the Company.

For Kumar Vijay Gupta & Co.

Chartered Accountants

ICAI Firm Registration No.: 007814N

Gopal Garg

Partner

Membership No.: 524345 Place: New Delhi