MT Educare Ltd Directors Report.

To the Members of MT Educare Limited

Report on the Audit of the Standalone Financial Statements

Qualifi ed Opinion

We have audited the standalone financial statements of MT Educare Limited ("the Company"), which comprise the balance sheet as at 31 March 2021, and the statement of profi t and loss (including other comprehensive income), the statement of changes in equity and the statement of cash fl ows for the year then ended, and notes to the standalone financial statements, including a summary of the signifi cant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible e3 ects of the matters described in the Basis for Qualifi ed Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of a3 airs of the Company as at 31 March 2021, and its loss, total comprehensive loss, changes in equity and its cash fl ows for the year ended on that date.

Basis for Qualifi ed opinion

a) The Company have recognized net deferred tax assets of Rs. 6,816.81 lakhs based on the estimate that su3 cient taxable profi ts would be available in future years against which deferred tax asset can be utilized. In our opinion, due to uncertainties arising out of the outbreak of COVID -19 and the existence of unutilized tax losses available, it is uncertain that the Company would achieve su3 cient taxable profi ts in future against which deferred tax asset can be utilized. Accordingly, we are unable to obtain su3 cient appropriate audit evidence to corroborate the Management’s assessment of recognition of deferred tax assets as at 31 March 2021. Had the deferred tax asset not been recognized, the net loss for the year ended 31 March 2021 would have been higher by Rs. 6,816.81 lakhs.

b) The Company did not obtain/ receive balance confi rmation from the most of the customers /creditors and other parties including certain advances other than related parties for the balances as on 31 March, 2021 due to Covid-19 disruption.

Hence, we could not obtain external confi rmations as required in SA-505, Standards on Auditing and are unable to comment on adjustments or disclosures, if any, that may arise.

c) The Company has loans, trade receivables and other receivables of Rs 5,202.72 lakhs (net of provisions) outstanding as at 31 March 2021 from other parties having operations in the education sector, which are overdue. The management is of the opinion that COVID-19 pandemic and the subsequent lockdowns have disrupted the operations of parties in education sector and such outstandings have arisen primarily due to lockdowns and therefore management considers the same as good and recoverable. Accordingly, owing to the aforementioned overdues, we are unable to comment upon adjustments, if any, that may be required to the carrying value of the outstanding receivables and further provisions, if any, required and the consequential impact on the accompanying standalone financial statements.

We conducted our audit in accordance with the Standards on Auditing (SAs) prescribed under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is su3 cient and appropriate to provide a basis for our qualifi ed opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signifi cance in our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualifi ed Opinion section we have determined the matters described below to be the Key audit matters to be communicated in our report.

Key Audit Matter How the Key Audit Matter was addressed in our audit
Revenue Recognition (Note no 27 to the accompanying standalone financial statements Our audit procedures in respect of this area included:
Revenue is one of the key profi t driver and is therefore susceptible to misstatement. Cut o3 is the key assertion in so far as revenue recognition is concerned. The revenue is also deferred for part of services which have not been rendered. i. Assessed the Company’s revenue recognition policy prepared as per Ind AS 115 ‘Revenue from contracts with customers’.
Revenue from the sale of services and products is measured at the fair value of the consideration received or receivable, net of discounts and taxes. ii. Understood, evaluated and tested the key controls implemented by the Company in relation to revenue recognition and discounts.
Considering the signifi cant risk and judgment involved in revenue recognition and estimating accruals relating to discounts recognised in relation to services provided during the year, it was determined to be a key audit matter in our audit of the standalone Ind AS financial statements. iii. Performed sample tests of individual service transaction and verifi ed services, invoices and other related documents of such samples. Further, in respect of such samples checked that the revenue has been recognized as per the accounting policy.
iv. Performed cut o3 procedures on sample basis for revenue transactions made to ensure correctness of period of revenue recognition.
v. Tested the calculations related to discounts and other supporting documents on test check basis.
vi. Verifi ed the relevant disclosures made in the standalone Ind AS financial statements in accordance with Ind As 115.

Material Uncertainty relating to Going Concern

The pandemic Covid-19 has caused an adverse impact on the business operations of the Company and its financial health. The revenue of the Company has declined sequentially for the year ended March 31, 2021 and as a result the Company has been incurring losses. Further, the Company has defaulted in its debt and other obligations. These indicate the existence of uncertainty that may cast doubt on the Company’s ability to continue as a going concern. The appropriateness of assumption of going concern is dependent upon improvement in cash fl ows through normal operations in post COVID-19, timely monetization of assets and approval of Company’s one time restructuring of debts.

Our opinion is not modifi ed in respect of this matter.

Emphasis of Matter

We draw attention to a) Note 47 to the Statement that states that the management has made an assessment of the impact of COVID-19 on the Company’s operations, financial performance, and position as at and for the year ended 31 March 2021 and has concluded that there is no impact which is required to be recognized in the standalone financial statements. Accordingly, no adjustments have been made to the standalone financial statements. However, the extent of the impact of the COVID-19 pandemic on the Company’s standalone financial statements is dependent upon future developments.

b) Note 50 to the Statement, relating to recoverability of long outstanding vocational trade receivables and unbilled receivables aggregating to Rs. 1,905.04 lakhs (net of provisions) outstanding as at 31 March 2021, which represent amounts recoverable for various Central and State Government/ Agencies projects in education/skill development sector. Based on internal assessment of the management which includes considering the progress of the discussions with the relevant government parties, past trends, contractual rights and evidence of service delivery, the management is of the view that the aforesaid receivable balances (net of provision) outstanding as at 31 March 2021 are good and recoverable.

c) Note 51 regarding invocation of pledge held by one of the promoter of the Company by the lender on account of repayment defaults.

Our opinion is not modifi ed in respect of these matters.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Report, Director’s report etc, but does not include the standalone financial statements and our auditor’s report thereon. The above reports are expected to be made available to us after the date of this auditor’s report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identifi ed above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Management Report, Chairman’s Statement, Director’s report etc, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720‘The Auditor’s responsibilities Relating to other Information’.

Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash fl ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating e3 ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatementwhen 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 infl uence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su3 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 financial controls system in place and the operating e3 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 management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi 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 signifi cance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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 benefi ts of such communication.

The financial statements of the Company for the year ended 31 March 2020 were audited and reported by another fi rm of Chartered Accountants MSKA & Associates who expressed modifi ed opinion vide their report dated 25 September 2020. The Balance sheet as at 31 March 2020 as per the audited financial statements, regrouped or restated where necessary, have been considered as opening balances for the purpose of these financial statements.

Report on other Legal and Regulatory requirements

I. As required by the Companies (Auditor’s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A", a Statement on the matters specifi ed in paragraphs 3 and 4 of the Order.

II. As required by Section143(3) of the Act, we report that:

a) We have sought and, except for the matter described in the "Basis for Qualifi ed Opinion" paragraph above, 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 e3 ects/possible e3 ects of the matter described in the "Basis for Qualifi ed Opinion" paragraph above, 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 profi t and loss (including other comprehensive income) the statement of cash fl ows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) Except for the e3 ects/possible e3 ects of the matter described in the "Basis for Qualifi ed Opinion" paragraph above, in our opinion, the financial statements comply with the Accounting Standards specifi ed under Section 133 of the Act, read with read with Rule 7 of the Companies (Accounts) Rules, 2014 as amended;

e) On the basis of written representations received from the directors of the Company as on 31 March 2021 and taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act;

f) The matters described in the Basis for Qualifi ed Opinion paragraph above, in our opinion, may have an adverse e3 ect on the functioning of the Company.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating e3 ectiveness of such controls, refer to our separate Report in "Annexure B"; and

h) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

According to records of the Company examined by us, and information and explanations given to us, the remuneration paid by the company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder;

i) 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 standalone financial statements- Refer Note 35.1 to the Standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses;

iii. Following are the instances of delay in transferring amounts, required to be transferred, to the investor Education and Protection Fund ( IEPF ) by the Company –

Year Amount (Rs. in lakhs) Due date Transferred to IEPF on Delay in no. of days
FY 2012-13 0.20 12 July 2020 03 February 2021 57
FY 2013-14 0.37 11 January 2021 03 February 2021 22

For MGB & Co LLP

Chartered Accountants

Firm Registration Number: 101169W/W-100035

Sanjay Kothari

Partner

Membership Number 048215

Place: Mumbai

Date: 25 June 2021

UDIN: 21048215AAAAGP6791

Annexure - A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENT OF MT EDUCARE LIMITED FOR THE YEAR ENDED 31 MARCH 2021

[Referred to in paragraph 1 under "Report on other Legal and Regulatory requirements" in the Independent Auditor’s Report]

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

(b) As explained to us, the fi xed assets have been physically verifi ed by the management in accordance with a phased programme of verifi cation, which in our opinion is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verifi cation is reasonable and no material discrepancies were noticed on such verifi cation.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The Company is involved in the business of rendering services. Accordingly, the provisions stated in paragraph 3(ii) of the Order is not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured, to companies, fi rms, limited liability partnerships or other parties covered in the Register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loan given and investments made and guarantees and securities provided during the year.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.

vii. According to the records of the Company examined by us and information and explanations given to us:

a) Undisputed statutory dues including employees’ state insurance, income tax, sales tax, service tax, goods and services tax ,duty of customs, duty of excise, value added tax , cess and others as applicable have not been regularly deposited with the appropriate authorities and there has been serious delays in large number of cases There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2021 for a period of more than six months from the date they became payable except profession tax Rs 0.54 lakhs for various states

b) There are no amounts on account of goods and service tax, duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax and value added tax which have not been deposited as under:

Name of the Statue Nature of Dues Amount (in lakhs) Period to which the amount relate Forum where dispute is pending
Income Tax Act, 1961 Income Tax 344.14 FY 2016-17 Commissioner of Income Tax (Appeals )
MVAT Act 2002 Value Added tax 50.90 FY 2015-16 Deputy Commissioner of Sales Tax
Finance Act 1994 Service Tax 46.95 F.Y 2013-14 to F.Y. 2015 – 16 Joint Commissioner of Central Tax and Central Excise
Finance Act 1994 Service Tax 92.32 FY 2016-17 to June 2017 Joint Commissioner of Central Tax and Central Excise
Finance Act 1994 Service Tax 1,512.46 FY 2013-14 to June 2017 Commissioner of Central Tax and Central Excise

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has defaulted in repayment of loans or borrowings to banks and financial institution as tabulated below. The Company has availed to defer scheduled Term Loan as per RBI Circular of 27 March 2020 and 23 May 2020 on Moratorium for debt servicing for period 1 March 2020 till 31 August 2020. Accordingly, the Company has deferred interest on term loan amounting to Rs. 85.16 lakhs which shall be repayable not later than 31 March 2021. The Company has requested for One Time Restructuring (OTR) of its borrowings in accordance with Resolution Framework for Covid-19-related Stress issued by Reserve bank of India dated 06 August 2020, bearing reference number DOR.No.BP.BC/3/21.04.048/2020-21 with Axis Bank Limited and Xander Finance Private Limited vide its letter dated 22 December 2020.The said restructuring is under process and pending for approval. The Company does not have any loans from Government or issued debentures during the year.

a) The Company has defaulted in repayment of following dues to the, banks and financial institutions during the year, which were not paid as at the Balance Sheet date.

(Rs. in lakhs)
Principal
Name of Lender Amount Due Date Delay Days** Remarks
Xander Finance Private Limited – Term Loan 247.95 30-09-2020 183 Unpaid
247.95 31-03-2021 1 Unpaid
Axis Bank Limited–Term Loan 312.50 31-08-2020 213 Unpaid
312.50 28-02-2021 32 Unpaid

 

(Rs. in lakhs)
Interest
Name of Lender Amount Due Date Delay Days** Remarks
Xander Finance Private Limited – Term Loan 68.35* 31-03-2021 1 Unpaid
17.31 31-01-2021 60 Unpaid
16.18 28-02-2021 32 Unpaid
17.19 31-03-2021 1 Unpaid
Axis Bank Limited -Term Loan 10.87* 31-03-2021 1 Unpaid
37.08 Various dates 1-60 Unpaid
Axis Bank- Overdraft Account 5.94* 31-03-2021 1 Unpaid
48.47 Various Date Overdrawn Unpaid

b) Delay on account of principal and interest repayment to bank and financial institution.

(Rs. in lakhs)
Interest
Name of Lender Amount Due Date Delay Days**
Xander Finance Private Limited 83.92 Various dates 0-91
Axis Bank Limited- Term Loan 124.67 Various dates Within one year

* The Company has availed to defer scheduled Term Loan as per RBI Circular of 27 March 2020 and 23 May 2020 on Moratorium for debt servicing for period 1 March 2020 till 31 August 2020. Accordingly, the Company has deferred interest on term loan / Bank Overdraft facility amounting to Rs. 85.16 lakhs and shall be repayable not later than 31 March 2021.

** Delays/defaults are considered based on moratorium allowed to the Company but pending onetime restructuring.

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 o3 er or further public o3 er (including debt instruments) .The Company has not raised any term loans raised during the year.

x. 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 by the Company or on the Company by its o3 cers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.

xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Accounting Standards.

xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For MGB & Co LLP

Chartered Accountants

Firm Registration Number: 101169W/W-100035

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, 25 June 2021

UDIN: 21048215AAAAGP6791

Annexure - B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENT OF MT EDUCARE LIMITED FOR THE YEAR ENDED 31ST MARCH 2021

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

We have audited the internal financial controls with reference to financial statements of MT Educare Limited ("the Company") as of 31 March 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s 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 issued by the Institute of Chartered Accountants of India (ICAI) (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating e3 ectively for ensuring the orderly and e3 cient conduct of its business, including adherence to company’s 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s 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, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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 internal financial controls with reference to financial statements was established and maintained and if such controls operated e3 ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the internal financial controls with reference to financial statements and their operating e3 ectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e3 ectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is su3 cient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls over Financial Statements

A company’s 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 company’s 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 refl ect 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 authorisations 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 company’s assets that could have a material e3 ect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

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

Qualifi ed Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identifi ed as at 31 March, 2021:

a) The information Technology General Controls being the access controls and changes management controls with respect to accounting for student revenuewere operating ine3 ectively to this extent.

b) Independent Confi rmation were not obtained /received from most of the customers / creditors and other parties including certain loans and advances other than related parties for the balances as on 31 March, 2021.

A ‘material weakness’ is a defi ciency, or a combination of defi ciencies, in internal financial control with reference to financial statements, such that there is reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the e3 ects of the material weakness described above on the achievement of the objectives of the controls criteria, the company has maintained, in all material respects, internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating e3 ectively as at 31 March 2021, 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.

We have considered the material weakness identifi ed and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statement of the Company, and these material weaknesses do not a3 ect our opinion on the standalone financial statements of the Company.

For MGB & Co LLP

Chartered Accountants

Firm Registration Number: 101169W/W-100035

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, 25 June 2021

UDIN: 21048215AAAAGP6791