MT Educare Ltd Auditor Reports

To,

The Members of MT Educare Limited

(a Company under CIRP vide Honble NCLT Order dated 16 December 2022)

Report on the Audit of the Standalone Financial Statements for the year ended 31 March 2025

The Honble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an Insolvency and Bankruptcy petition filed by an operational creditor against MT Educare Limited (the "Company") and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of MT Educare Limited, (the "Company" or "Corporate Debtor"), vide its Order dated 16 December 2022 and Mr. Ashwin B Shah was appointed as the Interim Resolution Professional by the Honble NCLT. Interim Resolution Professional (IRP) took charge of the affairs of the Corporate Debtor on 23 December 2022. Mr. Vipin Choudhary, Director of the Company, challenged the Order of Honble NCLT before Honble National Company Law Appellate Tribunal ("NCLAT"), New Delhi. Honble NCLAT vide Order dated 18 August 2023, dismissed the appeal filed by the Director,Mr. Vipin Choudhary. IRP constituted Committee of Creditors (COC) on 21 August 2023. The COC at its meeting held on 29 December 2023, in terms of Section 22 (2) of the Code, resolved with the requisite voting share, to replace the IRP with Mr. Arihant Nenawati as Resolution Professional (RP) which has been confirmedby the HonbleNCLT vide its Order dated 22 January 2024, with a direction to initiate appropriate action contemplated, with extant provisions of the Insolvency and Bankruptcy Code, 2016 and other related rules.

In view of pendency of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of the Company have been suspended and the management of the affairs of the Company and power of the Board ofDirectors are now vested with the Resolution Professional and the standalone financial statements is being signed by the Resolution Professional in exercise of such powers.

1. Disclaimer of Opinion

We were engaged to audit the standalone financial statements of MT Educare Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the material accounting policies and other explanatory information.

We do not express an opinion on the standalone financial statements of the Company. Because of the significance of the matters described in the "Basis for Disclaimer of Opinion" paragraph of our report, we have notbeenabletoobtainsufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

2. Basis for Disclaimer of Opinion

For the paragraphs (a) to (k) mentioned below, we are unable to comment on the elements of standalone financial statements which may require necessary disclosures/ documentation/ explanations and/or adjustments including material uncertainty regarding Companys ability to continue as a going concern, and impact on the standalone financial statements. We sufficient and appropriate audit areunabletoobtain evidence on the matters mentioned below, which may have a material and pervasive impact on the financial position of the Company as at and for year ended 31 March 2025.

a) As described in Note 1 and Note 54 of the standalone financial statements, we have been informed that various claims by operational creditors/ financial creditors / employees / statutory authorities and other creditors including claims for guarantee obligation("creditors") have been submitted to the RP.

The overall obligations and liabilities, including interest and principal amounts of borrowings will be determined during the Corporate InsolvencyResolution Process ("CIRP"). As the outcome of the CIRP is still pending, no accounting impact has been recognised in the books of account in respect of any excess, shortfall, or non-receipt of claims from the aforementioned creditors. In the absence of final determination and reconciliation of such claims, we are unable to comment on adjustments, if any, that may be required.

b) In the absence of comprehensive review of carrying amount of assets (including property, plant and equipment, investments, loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities and non-availabilityofconfirmations of substantial balances and pending completion of CIRP, we are unable to comment upon, whether any adjustments are required to the carrying amounts of such assets and liabilities and consequential impact, if any, on the profit for the year ended 31 March 2025. Further, nondetermination of fair value of financialassets and liabilities and impairment of carrying amount of other assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments", Ind AS 36"Impairment of Assets" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets".

c) The Company has recognised net deferred tax assets of 6,235.92 lakhs as at 31 March 2025, which includes deferred tax assets recognised on loans. The recognition of deferred tax assets on such loans is not in accordance with Ind AS 12 "Income Taxes". Further, the recognition of deferred tax assets is based on the assumption that sufficient taxable income will be available in future periods against which these deferred tax assets can be utilized. In view of the continued losses and the ongoing Corporate InsolvencyResolution Process (CIRP), we are unable to obtain sufficient appropriate audit evidence to support the assumptions underlying the recognition of these deferred tax assets as per Ind AS 12 "Income Taxes". Accordingly, we are unable to determine whether any adjustments are required to the carrying amount of these deferred tax assets as at 31 March 2025.

d) i) The Company has outstanding loans, trade receivables and other receivables ("receivables") of 7,769.97 lakhs (net of provisions) as at 31 March 2025, which are overdue / rescheduled. The management / RP envisages the same to be good and recoverable. However, in view of the long outstanding nature of these balances and sufficient appropriate in the absence of audit evidence, we are unable to assess whether any adjustments are necessary to the carrying amount of these receivables and the consequential impact, if any, on the standalone financial statements. The non-recognition of an impairment provision/ expected credit loss in respect of these receivables is not in compliance with Ind AS 109 "Financial Instruments".

ii) As referred in Note 12 of the standalone financial statements, the Company has not accounted for interest income of 1,987.35 lakhs for the year ended 31 March 2025 and 3,749.99 lakhs up to 31 March 2025, pending recoveries of long outstanding loans (included in d (i) above).

e) The Company has defaulted in repayment of principal and interest to banks, financial institutions and other lenders, resulting in the classification of the accounts as a Non-Performing Assets (NPA). Furthermore, the Company has not recognised interest expenses (excluding any additional or penal interest) on the aforesaid borrowings of 347.35 lakhs for the year ended 31 March 2025 and 1,547.11 lakhs up to 31 March 2025, based on the basic rate of interest as per the terms of the loans. This non-recognition of borrowing costs is not in compliance with Ind AS 23 "Borrowing Costs" read with Ind AS 109 "Financial Instruments".

f) We have not received bank statement/ confirmation of balance for the balance lying in current account with bank of 5.36 lakhs. In the absence of we are unable to determine possible impact, if any, on the profit for the year ended 31 March 2025 and on the carrying value of cash and cash equivalents.

g) We have been informed by the RP that certain information, including the minutes of the meetings of the Committee of Creditors (COC), and the outcome of certain specific/routine procedures carried out as part of the IBC process are confidential in nature and cannot be shared with other than the COC and Honble NCLT. In the opinion of the RP, the matter is highly sensitive, confidential and may have adverse impact on the resolution process. Accordingly, we were not provided access to such information and are therefore unable to comment on the impact, if any, on the standalone financial statements, including recognition, measurement, and disclosures, that may have arisen, had such information been made available to us.

h) The Companys investment in subsidiary companies of 1,297.71 lakhs as at 31 March 2025 has been considered as good and fully recoverable by the management / RP, despite the subsidiaries having accumulated losses, complete erosion of net worth, and facing liquidity constraints.Intheabsenceofsufficient and appropriate audit evidence to support this assessment, we are unable to comment on whether any adjustments are required to the carrying value of these investments in accordance with Ind AS 36 – "Impairment of Assets", and the consequential impact, if any, on the standalone. financialstatements

i) The Company has accumulated losses, negative net worth (considering the impact of various paragraphs stated above), and its current liabilities exceed its current assets. Additionally, there has been a decline in operational activity and defaults in meeting its financialobligations.

These events or conditions indicate a material uncertainty that may cast a significant doubt on the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon the outcome of the CIRP, including approval and implementation of the resolution plan. We have not obtained evidence to support the management/ RPs assessment that the Company will continue as a going concern.

j) The Company has not carried out physical verification of property, plant and equipment Accordingly, material discrepancies, if any, could not be ascertained and therefore, we are unable to comment on the existence of such property, plant and equipment and its related impact, if any, on the accompanying standalone financial statements for the year ended 31 March 2025 including recognition, measurement and disclosures, that may arise had the Company carried out such physical verification.

k) The Company has received various notices relating to direct and indirect tax matters.

However, the management has not provided evidence, including a comprehensive assessment or reliable data, to enable us to evaluate the potential financial impact of these matters. Consequently, we are unable to quantify the possible effects, if any, of matters on the standalone financial statements

In the absence of adequate information, we are unable to determine whether any adjustments are required in respect of provisions, contingent liabilities, or related disclosures, as required byInd AS 37 "Provisions, Contingent Liabilities and Contingent Assets" and Ind AS 12 "Income Taxes"

Our report on the standalone financial statements for the year ended 31 March 2024 had a disclaimer of opinion with respect to the matters stated in paragraphs (a) to (i) above. For the matters mentioned in paragraph (a) to (k) above, we are unable to determine the adjustments that are necessary in respect of Companys assets, liabilities as on Balance sheet date, income and expenses for the year, statement of cash flowsand related presentation and disclosures in standalone financial statements, so we disclaim to form any opinion on the standalone financial statements.

3. Emphasis of Matter

We draw attention to Note 48 to the standalone financial statements, regarding derecognition of right-of-use assets, write off of security deposit and advances given and write back of corresponding lease liabilities, pertaining to leased premises, for the reasons as detailed in the said note. The net gain of 2,378.63 lakhs on derecognition has been disclosed as an exceptional item in the standalone financial statements. Our opinion is not modified in respect of this matter.

4. Managements responsibilities for the standalone financial statements

The Honble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an insolvency and bankruptcy petition filed by an operational creditor against MT Educare Limited ("the Company") vide its Order . dated 16 December 2022 and appointed Mr. Ashwin B Shah to act as Interim Resolution Professional ("IRP") with a direction to initiate appropriate action contemplated with extant provisions of Insolvency and Bankruptcy Code, 2016 (The Code) and other related laws. Accordingly, Mr. Ashwin B Shah in his capacity as IRP had taken control and custody of the management and operations of the Company from 23 December 2022.

Mr. Vipin Choudhary, Director of the Company, challenged the Order of the Honble NCLT beforeHonble NCLAT, New Delhi. Honble NCLAT vide Order dated 18 August 2023 dismissed the appeal filed by the Director Mr. Vipin Choudhary. IRP constituted Committee of Creditors (COC) on 21 August 2023. The Committee of Creditors (COC) at its meeting held on 29 December 2023, in terms of Section 22

(2) of the Code, resolved with the requisite voting share, to replace the IRP with Mr. Arihant Nenawati as Resolution Professional (RP) which has been confirmed by the Honble NCLT vide its Order dated 22January 2024, with a direction to initiate appropriate action contemplated, with extant provisions of the Code and other related rules.

The Companys Board of Directors/RP is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation that give a ofthese standalone financial true and fair view of the financialposition, financial performance including other comprehensive income, cash flows 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 effectively 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/ RP 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 the Board of Directors/ RP either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The management / RP are also responsible for overseeing the Companys financial reporting process.

5. Auditors responsibilities for the audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the Companys standalone financial statements in accordance with Standards on Auditing (SAs) and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of

Opinion paragraph of our report, we were not able to audit evidence to provide obtain a basis for an audit opinion on these standalone financial statements.

We are independent of the Company in accordance with the ethical requirements, in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the Company.

6. Report on Other Legal and Regulatory requirements

I. 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 Companies Act, 2013, ("the Act"), we give in the "Annexure A", a Statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) As described in the Basis for Disclaimer of Opinion paragraph, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid standalone financial statements.

b) Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph above and matter stated in (j)(vi) below, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) Except for the possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph, the Balance Sheet, Statement of Profit other comprehensive income) statement of changes in equity and Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone financial statements comply with the Indian Accounting Standards under Section133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

e) The matters described in the basis for Disclaimer of Opinion paragraph including material uncertainty related to going concern, in our opinion may have an adverse effect on the functioning of the Company.

f) The powers of the Board of Directors are suspended pursuant to Corporate Insolvency Resolution Process (CIRP) and vested with Resolution Professional (RP). Accordingly, commenting on whether any of the director is disqualified from being appointed as a director under section 164(2) of the Act is not applicable to the Company.

g) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 6(II) (b) above on reporting under section 143(3) (b) of the Act and the paragraph 6(II)(j) (vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014, (as amened).

h) With respect to the adequacy of the internal financial controls over financial reporting with respect to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses a Disclaimer of Opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting for the reasons stated therein.

i) With respect to the other matters to be included in the Auditors 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, no remuneration is paid/ payable by the Company to its directors.

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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Company has disclosed complete impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements- Refer Note 35.1 of the standalone financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The management/RP has represented, that, to the best of its knowledge and belief, as referred in notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) during the year 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/RP has represented, that, to the best of its knowledge and belief, as referred in the notes to the accounts, no funds have been received by the Company during the year from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that theCompany 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;

(c) Based on the information and details provided and other audit procedures followed, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under sub-clause (a) and (b) contain any material misstatement.

v. The Company has not declared or paid dividend during the year.

vi. Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except the feature of recording audit trail (edit log) facility was not enabled at the database level to log any direct data changes. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with at the application level. Also the audit trail has been preserved by the Company as per the statutory requirements for record retention.

	For MGB & Co LLP
	Chartered Accountants
	Firm Registration Number 101169W/W-100035
	Hitendra Bhandari
	Partner
Place: Mumbai	Membership Number 107832
Date: 30 May 2025	UDIN: 25107832BMLLXT2809

Annexure - A to the Independent Auditors Report

Annexure referred to in paragraph 6(I) under "Report on other Legal and Regulatory requirements" of our report of even date to the members of the Company on the standalone financial statements for the year ended 31 March 2025 and to be read subject to the possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph.

i. (a) A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and relevant details of right-of-use assets.

B) The Company has maintained proper records showing full particulars of Intangible assets.

(b) As informed to us, all the property, plant and equipment and right-of-use assets have not been physical verified by the management. In absence of physical verification, we cannot comment on existence of material discrepancies between physical verification and book records.

(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 (other than properties where the Company is the lessee and the lease agreements are executed in favor of the lessor) are held in the name of the Company.

(d) The Company has not revalued its property, plant and equipment (including right-of-use assets) and intangible assets during the year and hence reporting under clause 3(i)(d) of the Order is not applicable.

(e) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, and hence reporting under clause 3(i)(e) of the Order is not applicable.

ii. (a) The Company is engaged in the business of rendering services. Hence, reporting for inventories under clause3(ii)(a) of the Order is not applicable.

(b) The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from two banks on the basis of security of current assets and fixed deposits respectively. On the basis of examination of records, quarterly statements required to be submitted in case of one bank has not been submitted and for the other bank, there is no requirement to file the quarterly returns.

iii (a) According to the information and explanations given to us, the Company has not granted loans secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year. The Company has not made investments, provided guarantees and securities during the year. The aggregate amount of advances in the nature of loans given during the year and balance outstanding as at the balance sheet date with respect to advances in the nature of loans given during the year is as under:

( in lakhs)

	( in lakhs)
Particulars	Advances in the nature of loans
Aggregate amount granted/ provided during the year
Subsidiaries	349.07
Balance outstanding as at the balance sheet date in such above cases
Subsidiaries	349.07

(b) In our opinion, the Company has not made investments, given loans, provided guarantee or securities during the year except advances in the nature of loans given for which the terms and conditions are not prejudicial to the interest of the Company.

(c) In respect of loans granted by the Company, the repayments of principal amounts and interest have been delayed as detailed below:

Name of the Entity	Amount** ( in lakhs)	Due date*	Extent of delay	Remarks
Sri Gayatri Education Society	1215.25	31 March 2021	1,462
	1215.25	31 March 2022	1,097
	1215.25	31 March 2023	732
	1215.25	31 March 2024	366
	1215.25	31 March 2025	1
Aryan Foundation	251.17	31 March 2020	1,828
	251.17	31 March 2021	1,462	Principal
	251.17	31 March 2022	1,097
	251.17	31 March 2023	732
	>251.17	31 March 2024	366
	251.17	31 March 2025	1
Zee Learn Education Society	400.00	31 March 2025	1
Gyanmala Public Education Trust	400.00	31 March 2025	1
Mount Litera Education Foundation	400.00	31 March 2025	1
Sri Gayatri Education Society	590.61	31 March 2018	2,558
	874.98	31 March 2019	2,193
	974.87	31 March 2020	1,827
	972.21	31 March 2021	1,462
Aryan Foundation	157.60	31 March 2019	2,193	Interest
	254.67	31 March 2020	1,827
	239.57	31 March 2021	1,462
Zee Learn Education Society	164.73	31 March 2025	1
Gyanmala Public Education Trust	164.73	31 March 2025	1
Mount Litera Education Foundation	164.73	31 March 2025	1

* Due date has been considered as last day of the year where due date is mentioned as due during the financial year.

** The Company has not provided interest income of 3,749.99 lakhs up to 31 March 2025.

(d) There is no overdue amount in respect of loans granted and interest receivable for more than 90 days except as stated below. The Company has not taken any steps for recovery during the year.

( in lakhs)

				( in lakhs)
No of cases	Principal amount overdue	Interest overdue	Total Overdue	Remarks
2	6,116.85	4,064.51	10,181.36	Unpaid

(e) On the basis of our examination, no loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) The loans and advances in the nature of loans granted is repayable on demand. The aggregate amount, percentage thereof to the total loans granted and advances in the nature of loans, aggregate amount of loans granted to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013 is as under

	All Parties	Promoters	Related Parties
Aggregate of Loans / advances in the nature of loans
- Repayable on demand (A)	3,772.44	-	2,067.68
- Agreement does not specify any terms or period of repayment (B)	-	-	-
Percentage of loans / advances in the nature of loans	19.59%	-	10.73%
to total loans

to total loans iv. 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 loans given and investments made and guarantees and securities provided as applicable.

v The Company has not accepted any deposits or amounts which are deemed to be deposits, from the public within the directives issued by Reserve Bank of India and within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder.

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 provident fund, 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 have been delays in large number of cases. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2025 for a period of more than six months from the date they became payable except provident fund of 5.73 lakhs for various years and 96.35 lakhs pertaining to tax deducted at source.

b) There are no amounts of any statutory dues referred to in sub-clause (a) above which are yet to be deposited on account of any dispute except as stated below:

Name of the Statute	Nature of the Dues	Amount (in lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act 1961	Income Tax	85.99	FY 2016-2017	Commissioner of Income
		14.81	FY 2017-2018	Tax (Appeals)
		115.62	FY 2019-2020
		7.43	FY 2018-2019	Centralised Processing Centre
	Tax Deducted at Source (TDS)	31.36	Various years	Assistant Commisioner of Income Tax (TDS Circle)
		1.67	FY 2017-18
		201.11	FY 2019-20	Assistant Commisioner of Income Tax (TDS Circle)
MVAT Act 2002	Value added tax	50.90	FY 2015 2016	Deputy Commissioner, Mumbai
Finance Act 1994	Service tax	46.95	FY 2013 2014 to FY 2015-2016	Joint Commissioner of Central Tax and Central
Finance Act 1994	Service tax	92.32	FY 2016 2017 to June 2017	Excise, Navi Mumbai
		1,512.47	FY 2013 2014 to June 2017	Commissioner of Central Tax and Central Excise, Navi Mumbai
Goods and Services Tax Act 2017	Goods and Services Tax	597.60	FY 2017-2018	Deputy Commissioner, Mumbai
		40.92	FY 2018-2019	Deputy Commissioner, Mumbai
		2.61	FY 2017-2018	Assistant Commissioner (Circle), Tamil Nadu
		0.93	FY 2018-2019	Assistant Commissioner, Tamil Nadu
		0.70	FY 2019-2020	Assistant Commissioner, Tamil Nadu
		8.43	FY 2017-2018	Commercial Tax, Uttar Pradesh
		477.80	FY 2018-2019	Assistant Commissioner, Karnataka
		110.94	FY 2018-2019	Assistant Commissioner of Central Excise & Central Tax, Karnataka
		14.09	FY 2018-2019	Deputy Commissioner, Maharashtra
		43.84	FY 2018-2019	Assistant Commissioner, Tamil Nadu
		6.37	FY 2018-2019	Commercial Tax officer, Uttar Pradesh
		0.35	FY 2018-2019	Commercial Tax officer, Uttar Pradesh
		15.24	FY 2017-2018	Deputy Commissioner, Maharashtra
		64.33	FY 2019-2020	Assistant Commissioner of Central Excise & Central Tax, Karnataka
		245.30	FY 2019-2020	Deputy Commissioner, Maharashtra
		29.26	FY 2019-2020	Deputy Commissioner, Mumbai
		60.69	FY 2019-2020	Commercial Tax officer, Tamil Nadu
		37.62	FY 2020-2021	Deputy Commissioner, Maharashtra
		1.01	FY 2020-2021	Commercial Tax officer, Tamil Nadu
		40.58	FY 2020-2021	Deputy Commissioner, Uttar Pradesh

Pradesh

*Proceedings against the Company are stayed on commencement of CIRP and notices received during the CIRP period shall be settled based on the outcome of the resolution plan passed by the NCLT.

viii According to the records of the Company examined by us, and information and explanations given to us, there are no transactions related to unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix (a) 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, financial institution and other lender as tabulated below. The Company has not issued any debentures or taken any loans from Government.

Nature of borrowings	Name of lender*	Amount not paid on due date (in lakhs)	Whether principal or interest	Number of days delay or unpaid	Remarks, if any
Term Loan	Axis Bank Limited	215.27	Principal	1,158-1,338 Days	Unpaid
		10.87	Interest	1,462 Days	Unpaid
		122.37	Interest	Upto-1,520 Days	Unpaid
Term Loan	Prudent ARC Limited	1472.26	Principal	Upto-1,644 Days	Unpaid
		62.41	Interest	1,462 Days	Unpaid
		117.82	Interest	Upto-1,462 Days	Unpaid
Inter corporate	Veena Investments	300.00	Principal	731 Days	Unpaid
Deposits	Private Limited	23.63	Interest	731 Days	Unpaid
Inter corporate	Zee Learn Limited	200.00	Principal	1 Day	Unpaid
Deposits		34.77	Interest	1 Day	Unpaid

*Refer Note 17 of the standalone financial statements. Apart from outstanding Interest mentioned above, the Company has not provided interest expense of 1,547.11 lakhs (excluding additional penal interest) up to 31 March 2025, in respect of loans taken from banks, financial institutions and other lenders, which is not considered in the above disclosure.

(b) According to the records of the Company examined by us, and information and explanations given to us, the Company is not declared willful defaulter by any banks or financial institutions or other lender. Hence, reporting under clause 3 ix(b) of the Order is not applicable.

(c) In our opinion and according to the information and explanations given to us and based on the records of the Company, the Company has not raised any term loan from any lender during the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.

(d) In our opinion and according to the information and explanations given to us, we report that funds raised on short term basis have prima facie not been utilised for long term purposes.

(e) According to the records of the Company examined by us, and information and explanations given to us, the Company has not taken any funds from entities to meet obligations of its subsidiaries and there are no joint ventures and associates. Hence, reporting under Clause 3(ix)(e) of the Order is not applicable.

(f) According to the records of the Company examined by us, and information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries and there are no joint ventures and associates. Hence, reporting under Clause 3(ix)(f) of the Order is not applicable.

x (a) 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 or further public offer (including debt instruments). Hence, reporting underClause 3(x)(a) of the Order is not applicable.

(b) According to the records of the Company examined by us, and information and explanations given to us, theCompany has not made any preferential allotment or private placement of shares or fully or partly or optionally convertible debentures during the year. Hence, reporting under Clause 3(x)(b) of the Order is not applicable.

xi (a) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the year.

(b) According to the information and explanations given to us, 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.

(c) According to the records of the Company examined by us and information and explanations given to us, there are no whistle blower complaints received during the year.

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. Hence, reporting under clause 3(xii) of the Order is not applicable.

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

xiv (a) During the year, internal audit has been carried out by an independent firm of Chartered accountants. In our opinion and according to the information and explanations given to us, the scope and coverage needs to be strengthened to make it commensurate with the size of the Company and the nature of its business.

(b) We have considered the internal audit reports of the Company issued during the year and till date, in determining the nature, timing and extent of our audit procedures.

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 them.

xvi (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934, hence reporting under clauses 3(xvi) (a) and (b) of the Order are not applicable.

(b) In our opinion, the Company is not a core investment Company and there is no core investment Company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and hence, reporting under clause 3(xvi)(c) and (d) of the Order is not applicable.

xvii According to the records of the Company examined by us, and information and explanations given to us, the Company has incurred cash losses of 524.97 lakhs during the current financial year and 942.62 lakhs in the immediately preceding financial year.

xviii There has been no resignation of statutory auditor during the year and hence clause 3 (xviii) of the Order is not applicable.

xix With respect to capability of the Company of meeting its liabilities existing at the date of balance sheet (as when they fall due within a period of one year from the balance sheet date), considering the Company into CIRP, it remains subject to the outcome of CIRP and the provisions of Insolvency and Bankruptcy Code, 2016.

xx According to the records of the Company examined by us, and information and explanations given to us, Section 135 of the Act is not applicable to the Company and hence reporting under clause 3xx(a) and (b) is not applicable.

	For MGB & Co LLP
	Chartered Accountants
	Firm Registration Number 101169W/W-100035
	Hitendra Bhandari
	Partner
Place: Mumbai	Membership Number 107832
Date: 30 May 2025	UDIN: 25107832BMLLXT2809

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") as referred to in paragraph 6(II)(h) under "Report on other Legal and Regulatory requirements" of our report of even date to the members of MT Educare Limited on the standalone financial statements for the year ended 31 March 2025

We were engaged to audit the internal financial controls over financial reporting of MT Educare Limited ("theCompany") as of 31 March 2025 in conjunction with our audit of the standalone financial statements of theCompany 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 issued by the Institute of CharteredAccountants 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.

The above responsibilities have been conferred upon Resolution Professional upon commencement of CIRP of the Company.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by ICAI and Standards on Auditing prescribed underSection and appropriate143(10) of the Act, to the extent applicable to an audit of internal financial controls.

Because of the matters described in Disclaimer of opinion paragraph, we are not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financialreporting controlssystemsover of the Company.

Meaning of Internal Financial Controls over Financial Statements

A Companys internal financial control over financial reporting 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 over financial reporting 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 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 Companys assets that could have a material effect on the financial statements.

Basis for Disclaimer of opinion

For the reasons stated in paragraph 2 (a) to 2 (k) "Basis forDisclaimer of opinion "of independent auditors report, the Company does not have an established system of internal financial controls over financial reporting with regard to assessment of possible material adjustments that could arise / may be required to be made to the recorded value of assets and liabilities. Consequently, we are unable to audit evidence so as to obtain provide a basis for our opinion as to whether the Company had adequate internal reporting and that whether such internal financial controls were operating effectively as at 31 March 2025.

Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of opinion paragraph, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion whether the Company had adequate internal financial control over financial reporting whether such internal financial controls were operating we do not effectively express an opinion on the Companys internal financial control over financial reporting.

We have considered the Disclaimer of Opinion reported above, in determining the nature, timing and extent of audit tests applied in our audit of standalone financial statements of the Company for the year ended 31 March 2025, and the Disclaimer of Opinion has affected our opinion on the standalone financial statements of theCompany and we have issued a Disclaimer of opinion on the standalone financial statements of the Company.

	For MGB & Co LLP
	Chartered Accountants
	Firm Registration Number 101169W/W-100035
	Hitendra Bhandari
	Partner
Place: Mumbai	Membership Number 107832
Date: 30 May 2025	UDIN: 25107832BMLLXT2809