Global Education Ltd Directors Report.

To the members of Global Education Limited

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone nancial statements of Global Education Limited ("the Company"), which comprise the balance sheet as at March 31, 2019, the statement of profit and loss, and the cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone nancial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the state of a airs of the Company as at March 31, 2019, its profit and its cash ows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone nancial statements in accordance with Standards on Auditing 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 nancial 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 nancial statements under the provisions of the Act and the Rules there under, and we have ful lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our audit opinion on the standalone nancial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signi cance in our audit of the standalone nancial statements of the current year. These matters were addressed in the context of our audit of the standalone nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No. Key Audit Matter Auditors Response
1. Recognition of Revenue, measurement, presentation and disclosure as per AS-9 "Revenue Recognition". Our procedures included, but were not limited to the following:
(Refer Note 1(h) of Accounting Policy). ? We performed walkthroughs to understand the key processes and identify key controls related Ind AS 9 "Revenue from operation"
? On a sample basis we performed testing to verify physical deliveries of product in the year to ascertain transfer of control.
? On a sample basis we performed the testing to verify that revenue from services are recognised when services are completed.
? We performed revenue cut-o testing, by reference to bill dates of sales recorded either side of the nancial year end had legally completed; and
? Selected a sample of sales contracts and read, analysed and identi ed the distinct performance obligations in these contracts. Based on our audit procedures we have concluded that revenue is appropriately recognized, and that there was no evidence of management bias.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report but does not include the standalone nancial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this Auditors Report. Our opinion on the standalone nancial 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 nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management and those charged with governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone nancial statements that give a true and fair view of the nancial position, nancial performance and cash ows 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 relevant Rules issued thereunder.

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 nancial controls, that were operating the ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone nancial 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. Those Board of Directors are also responsible for overseeing the Companys nancial reporting process.

Auditors Responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone nancial 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 the Standards on Auditing 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 these standalone nancial statements.

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

Identify and assess the risks of material misstatement of the standalone nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su cient 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 nancial controls system in place and the operating the ectiveness of such controls.

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

Conclude on the appropriateness of 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 nancial 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 nancial statements, including the disclosures, and whether the standalone nancial 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 ndings, including any significant de ciencies 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 signi cance in the audit of the standalone nancial 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, 2016 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

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

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

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

c)The balance sheet, the statement of profit and loss and the cash ows statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone nancial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant Rules issued there under;

e)On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disquali ed as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

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

g) In our opinion, and according to the information and explanations given to us, the managerial remuneration has been paid / provided by the Company in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Act.; and

h) 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. The Company does not have any pending litigations which would impact its nancial position;

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

iii. There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

For S.S. Kothari Mehta & Company
Chartered Accountants
Firms Registration No. 000756N
AMIT GOEL
Place: Nagpur Partner
Date: May 29, 2019 Membership No. 500607

Annexure - A to the Independent Auditors Report to the members of Global Education Limited dated May 29, 2019.

Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2016 ("the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section.

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

(b) The xed assets have been physically veri ed by the management at reasonable intervals. No Material discrepancies were noticed on such veri cation.

(c) The Company does not have any immovable asset. Hence, clause 3(i)(c) of the Order is not applicable to the Company.

ii. The Management has conducted physical veri cation of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical veri cation.

iii. According to the information and explanations given to us and based on the audit procedures conducted by us, we are in the opinion that company has not granted any loans, secured or unsecured to companies, rms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly clauses 3(iii) (a) to (c) of the Order are not applicable.

iv. According to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Act are applicable. Hence, clause 3(iv) of the Order is not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of directives issued by the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder are not applicable.

vi. According to the information and explanations given to us, the maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the company.

vii. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, employees state insurance, income tax, , Goods & service tax, customs duty, value added tax and other material statutory dues, as applicable, with the appropriate authorities. Further, there were no undisputed amounts outstanding at the year-end for a period of more than six months from the date they became payable as at March 31, 2019.

(b) According to the information and explanations given to us and as per books and records examined by us, there are no dues of sale tax or service tax or duty of custom or duty of excise and valued added tax that have not been deposited with the appropriate authorities on account of any dispute.

viii. According to the information and explanations given to us and as per the books and records examined by us, the Company has not taken any loan from any, nancial institution or Government. The Company does not have any outstanding debentures. Hence, provisions of clause 3 (viii) of the Order are not applicable to the Company.

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer / further public offer and monies raised by way of term loans have been utilised for the purpose for which term loans were raised.

x. In our opinion, and according to the information and explanations given to us, we report that no fraud by the company or on the company by the Officers and employees of the Company has been noticed or reported during the year.

xi. According to the information and explanations given by the management, we are of the opinion that managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Act.

xii. The Company is not a Nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Act and the details have been disclosed in the nancial statements, as required by the applicable accounting standards.

xiv. As the company has not made any preferential allotment and private placement of shares or fully & partly convertible debentures during the year under review, the requirement of section 42 of the Act, are not applicable.

xv. In our opinion and on the basis of information and explanations given to us, the Company has not entered into non-cash transactions with directors and persons connected with him as referred to in section 192 of Act.

xvi. In our opinion and on the basis of information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For S S Kothari Mehta & Company

Chartered Accountants

Firms Registration No. 000756N

AMIT GOEL

Partner

Membership No. 500607

Place: Nagpur

Date: May 29, 2019

Annexure - B to the Independent Auditors Report to the Members of Global Education Limited on its standalone nancial statements dated May 29, 2019

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act as referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements section

We have audited the internal nancial controls over nancial reporting of the Company as of March 31, 2019 in conjunction with our audit of the nancial 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 nancial controls based on "the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating the ectively for ensuring the orderly and the cient 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 nancial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal nancial controls over nancial reporting based on our audit.

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls system over nancial reporting and their operating the ectiveness.

Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating the ectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our audit opinion on the Companys internal nancial controls system over nancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of standalone nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control over nancial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone nancial 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

c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material the ect on the standalone nancial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal nancial controls system over nancial reporting and such internal nancial controls over nancial reporting were operating the ectively as at March 31, 2019, based on "the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

For S S Kothari Mehta & Company Chartered Accountants Firms Registration No. 000756N

AMIT GOEL

Partner

Membership No. 500607

Place: Nagpur

Date: May 29, 2019