1.  We have audited the attached Balance Sheet of CTIL Limited as at
 31st March 2012, and the Profit and Loss Account and the Cash Flow
 Statement of the Company for the year ended on that date annexed
 thereto. These financial statements are the responsibility of the
 Company''s Management.  Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We have conducted our audit in accordance with the generally
 accepted Auditing Standards in India. Those Standards require that we
 plan and perform the audit to obtain reasonable assurance about whether
 the financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 (v) On the basis of written representations received from the Directors
 as on 31st March 2012 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on 31st March 2012
 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said Accounts read with the notes
 thereon give the information required by the Companies Act, 1956, in
 the manner so required and give a true and fair view in conformity with
 the accounting principles generally accepted in India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012;
 
 (b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date
 
 1.  The provisions of Clauses of Paragraph 4 of the Companies
 (Auditor''s Report) Order, 2003 listed below are not applicable to the
 Company for the year:
 
 a) Clause (viii) regarding maintenance of cost records under Section
 209(1)(d) of the Companies Act, 1956;
 
 b) Clause (xi) regarding defaults in repayment of dues to financial
 institutions, bank and debenture-holders;
 
 c) Clause (xiii) regarding special statute applicable to Chit Funds and
 Nidhis / Mutual Benefit Fund and Societies;
 
 2.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets. Fixed
 assets have been physically verified by the management during the year,
 which, in our opinion, is reasonable having regard to the size of the
 Company and the nature of its fixed assets. No material discrepancies
 were noticed on such verification.
 
 3.  In our opinion and according to the information and explanations
 given to us, the Company has neither granted nor taken any loans
 secured or unsecured to / from companies, firms and other parties
 entered in the Register maintained under Section 301 of the Companies
 Act, 1956.
 
 4.  The company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 5.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of courseware material, fixed assets
 and sale of courseware material and software development services.
 During the course of our audit, no major weakness has been noticed in
 the internal controls.
 
 6.  In our opinion and according to the information and explanations
 given to us, there are no transactions that need to be entered into a
 register in pursuance of Section 301 of the Companies Act, 1956 and
 therefore reporting under clause v(a) and v(b) of Paragraph 4 of the
 Order does not arise
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  According to the records of the Company, the company is regular in
 depositing with appropriate authorities undisputed statutory dues
 including Provident fund, income tax, sales tax etc.. There were no
 amounts due to be transferred to Investor Education and Protection
 Fund. We are informed by the company that the company is exempted from
 provisions of the Employees State Insurance Act. There are no
 undisputed amounts payable in respect of statutory dues, which are
 outstanding as at 31st March, 2011 for a period of more than six months
 from the date they become payable.
 
 9.  Based on our audit procedures and on the information and
 explanations given by the Management, there are no dues outstanding in
 respect of income tax, excise duty, customs duty, wealth tax and cess
 on account of any dispute
 
 10.  The accumulated losses of the company at the end of the financial
 year are not more than fifty percent of its net worth. The company has
 not incurred cash losses during the current financial year and also in
 the immediately preceding financial year
 
 10 The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 11 In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in securities.
 
 12 The company has not obtained any term loans during the year
 
 13 Based on the information and explanations given to us, the Company
 has not given any guarantees for loans taken by others from banks or
 financial institutions.
 
 14 According to the cash flow statement and other records examined by
 us and the information and explanations given to us on an overall
 basis, funds raised on short term basis, prima facie, have not been
 used during the year for long term investment and vice versa.
 
 15 According to information and explanation given to us, the company
 has not made any preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act during the year.
 
 16 The company has neither issued any debentures nor raised any money
 by public issue during the year except for the preferential allotment
 it made.
 
 17. Based upon the audit procedures performed and information and
 explanations given by the Management, we report that no fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
                                  For BALAJI VISWANATH & CO 
 
                                  CHARTERED ACCOUNTANTS 
 
                                 (Firm Reg No: 008194S)
 
 Place: Hyderabad                 (B. Balaji Viswanath)
 
 Date: 03rd September 2012              Proprietor.
 
                                  Membership No :029357