1.  Report on the Financial Statements
 
 We have audited the accompanying financial statements of Core Education
 & Technologies Limited (the Company),which comprise the Balance Sheet
 as at March 31, 2013, and the Statement of Profit and Loss and Cash
 Flow Statement for the year then ended, and a summary of significant
 accounting policies and other explanatory information.
 
 2.  Management''s responsibility for the Financial Statements
 
 Management is responsible for the preparation of these financial
 statements that give a true and fair view of the financial position,
 financial performance and cash flows of the Company in accordance with
 the accounting standards referred to in sub-section (3C) of section 211
 of the Companies Act, 1956 (the Act). This responsibility includes
 the design, implementation and maintenance of internal control relevant
 to the preparation and fair presentation of the financial statements
 that give a true and fair view and are free from material misstatement,
 whether due to fraud or error.
 
 3.  Auditor''s responsibility
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those standards require that we comply with
 ethical requirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and disclosures in the financial statements. The procedures
 selected depend on the auditor''s judgement, including the assessment of
 the risks of material misstatement of the financial statements, whether
 due to fraud or error. In making those risk assessments, the auditor
 considers internal control relevant to the Company''s preparation and
 fair presentation of the financial statements in order to design audit
 procedures that are appropriate in the circumstances. An audit also
 includes evaluating the appropriateness of accounting policies used and
 the reasonableness of the accounting estimates made by management, as
 well as evaluating the overall presentation of the financial
 statements. We believe that the audit evidence we have obtained is
 sufficient and appropriate to provide a basis for our audit opinion.
 
 4.  opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the aforesaid financial statements give the
 information required by the Act in the manner so required, and give a
 true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2013;
 
 (ii) in the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 5.  report on other legal and regulatory requirements
 
 1.  As required by the Companies (Auditor''s Report) Order 2003 (the
 Order)issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Act, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 2.  As required by sub-section (3) of section 227 of the Act, we report
 that:
 
 a.  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;
 
 b.  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;
 
 c.  the Balance Sheet, the Statement of Profit and Loss and the Cash
 Flow Statement dealt with by this Report are in agreement with the
 books of account;
 
 d.  in our opinion, the Balance Sheet, the Statement of Profit and Loss
 and the Cash Flow Statement comply with the accounting standards
 referred to in sub-section (3C) of section 211 of the Act; and
 
 e.  on the basis of the written representations received from the
 directors as on March 31, 2013, taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 2013,
 from being appointed as a director in terms of clause (g) of sub-
 section (1) of section 274 of the Act.
 
 referred to in Paragraph 1 under the heading of report on other Legal
 and regulatory requirements of our report of even date
 
 (i) In respect of fixed assets : -
 
 (a) The Company has maintained proper records showing the particulars,
 including quantitative details and situation of its fixed assets except
 for the assets at its overseas branches and BOOT Projects where the
 records are stated to be under compilation.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the management in accordance with a phased programmed of
 verification, which in our opinion is reasonable, considering the size
 and nature of its business. No material discrepancies were noticed on
 such physical verification of assets.
 
 (c) No substantial part of the fixed assets has been disposed off
 during the year.
 
 (ii) The inventories of the company comprises of software work-in-
 progress. Being intangible, the same could not be physically verified
 by the management. Hence, clause (ii) of paragraph 4 of the Order is
 not applicable.
 
 (iii) The Company has neither granted nor taken any loan, secured or
 unsecured to/from companies, firms and other parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956 and
 hence clause (iii) of paragraph 4 of the Order are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, on an overall basis there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business for the purchase of fixed assets and sale of products and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weakness in respect of these areas.
 
 (v) Based on the audit procedures applied by us and according to the
 information and explanations given to us, we are of the opinion that
 there are no transactions that need to be entered into the register in
 pursuance of section 301 of the Companies Act. Hence clause (v) (b) of
 paragraph 4 of the Order are not applicable.
 
 (vi) We are informed that the Company, has not accepted any public
 deposits covered under the provisions of section 58A of the Companies
 Act, 1956 and the rules framed there under. We are also informed by the
 Company''s management that no order has been passed by the Company Law
 Board or any other authority.
 
 (vii) During the year, the Company had an internal audit system
 commensurate with the size of the company and the nature of its
 business.
 
 (viii) According to the information and explanations given to us, the
 requirement for maintenance of cost records u/s 209 (1) (d) of the
 Companies Act, 1956 is not applicable to the Company.
 
 (ix) (a) Based on test-verification of records and information and
 explanations given to us, the Company is not regular in depositing with
 appropriate authorities undisputed amount of statutory dues including
 Sales Tax, State Value Added Tax, Service Tax, Employee State
 Insurance, Provident Fund, Profession Tax, Advance Tax and Tax deducted
 at source.
 
 (b) According to the information and explanations given to us
 undisputed amounts, in respect of the statutory dues referred above
 outstanding as at 31st March, 2013 for a period of more than six months
 from the date they became payable are as under:
 
 
 nature of Dues                Amount   Period to which amount
 relates
 
 Tax Deducted at Source    83,334,356   1st November 2011 to 31st
 
                                        August 2012
 
 VAT                       32,207,046   1st November 2011 to 31st
 
                                        August 2012
 
 Total                    115,541,402
 
 
 (c) According to the information and explanations given to us, there
 are no dues payable by the Company, under the Investor Education and
 Protection Fund.
 
 (d) According to the information and explanations given to us, there
 are no statutory dues of Sales Tax, State Value Added Tax, Income Tax
 and Service Tax, which have not been deposited, on account of any
 dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year. The Company has not incurred cash losses during the financial
 year covered by our audit or in the immediately preceding financial
 year.
 
 (xi) Based on our Examination of records and according to information
 and explanation given to us the Company has defaulted in payment of
 dues to Bank and financial institution during the year as under:
 
 
                                                           Amount in Rs.
 
 Delay in 
 number of days      Banks     Financial institutions     cash credit/
                                                             overdraft 
                                                            Facilities
 
               interest  Principal  interest  Principal      overdrawn
                                                              (Minimum 
                                                            to Maximum)
 
 Upto 
 60 days    255,020,423 456,263,089 38,360,625        -     2,67,418 - 
                                                             64,45,179
 
 Upto 61
 -120 days   12,290,374  94,000,000          -        -              -
 
 Further Company has Continuing Default in respect of following dues to
 bank/Financial institutions as at year ended:
 
  
                                                            Amount in Rs.
 
  
 Delay in 
 number of days      Banks       Financial institutions    cash credit/
                                                              overdraft 
                                                             Facilities
 
                interest  Principal  interest  Principal      overdrawn
                                                               (Minimum 
                                                             to Maximum)
 
 Upto 60 
 days         19,235,314 177,773,148        -          -      8,071,775
 
 Upto 61
 -120 days             - 306,219,121        -          -              -
 
 
 Company has not defaulted in repayment of dues to debenture holder
 during the year.
 
 (xii) Based on our examination of records and according to the
 information and explanations given to us, the Company has not granted
 loans and advances on the basis of security by way of pledge of shares,
 debentures and other investments.
 
 (xiii) The Company is not a chit/nidhi/mutual benefit fund/society and
 therefore provisions of clause 4 (xiii) of the Order are not applicable
 to the Company.
 
 (xiv) The Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 (xv) According to the information and explanations given to us, the
 Company has given the guarantee of Rs. 4,182,237,159 for loans taken by
 its wholly owned subsidiary, viz. Core Education and Consulting
 Solution, Inc. from bank and/or financial institutions. In our opinion
 and according to information and explanations given to us, the terms
 and conditions, though not formalized, are not prejudicial to the
 interest of the company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the term loans taken during the year were applied for the
 purpose for which they were taken.
 
 (xvii) According to the information and explanation given to us and on
 overall examination of the balance sheet of the Company, we report
 that, prima-facie no funds raised on short-term basis have been used
 for long-term investment.
 
 (xviii) 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.
 
 (xix) The company has created securities/charges in respect of the
 secured debentures issued in earlier year.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (xxi) 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 on or by the Company, noticed or reported during the
 year, nor have we been informed of such case by the management.
 
 
 
 
 For chaturvedi & Shah               For Asit Mehta & Associates
 
 Firm Registration Number: 101720W   Firm Registration Number: 100733W
 
 Chartered Accountants               Chartered Accountants
 
 
 
 
 Jignesh Mehta                       Sanjay rane
 
 Partner                             Partner
 
 Membership No.: 102749              Membership No.: 100374
 
 
 
 Place : Mumbai                      Place : Mumbai
 
 Date : May 30, 2013                 Date : May 30, 2013