MT Educare Ltd Auditor Reports

To,

The Members of MT Educare Limited

Report on the audit of Standalone Financial Statements

Corporate Insolvency Proceedings as per Insolvency and Bankruptcy Code, 2016 (IBC)

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 appointed Mr. Ashwin B Shah to act as Interim Resolution Professional ("IRP") vide its Order dated 16 December 2022, with 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), and in view of suspension of the powers of Board of Directors, the powers of adoption of the standalone financial statements for the year ended 31 March 2023, vest with the IRP.

1. Qualified Opinion

We have audited the standalone financial of MT Educare Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Profit and Loss (including other comprehensive income), the 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 significant information ("the standalone financial

("the Statement").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financialstatements 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 affairs of the Company as at 31 March 2023, and its loss, total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

2. Basis for Qualified opinion a) The Company has recognized net deferred tax assets of 6,894.29lakhsconsideringsufficient taxable income would be available in future years against which deferred tax assets can be utilized. In our opinion, due to losses during the year and earlier years and pendency of CIRP, it is uncertain that the Company would achieve sufficient taxable income in the future against which deferred tax assets can be utilized. Accordingly, weareunabletoobtainsufficient appropriate audit evidence to corroborate the Managements / IRPs assessment of recognition of deferred tax assets as at 31 March 2023. Had the deferred tax asset not been recognized, the net loss for the year ended 31 March 2023 would have been higher by 6,894.29 lakhs and Net worth of the

Company as at 31 March 2023 would have been lower by 6,894.29 lakhs. Our opinion on the statement for the year ended 31 March 2022 was also modified in respect of this matter. b) The Company has outstanding loans, trade receivables and other receivables of 4,933.07 Lakhs as at 31 March 2023, which are overdue / rescheduled. The management / IRP envisages the same to be good and recoverable. However, owing to the aforementioned overdues / statements reschedulement, we are unable to comment upon adjustments, if any, that may be required to the carrying value of the aforesaid outstanding receivables and the consequential impact on the accompanying standalone financial statements.

Our Opinion on the Statement for the year ended

31 March 2022 was also modified in respect of this matter. c) or We draw attention to Note 1 of the standalone financial statements

Company into Corporate Insolvency Resolution

Process ("CIRP") and pending determination of obligations and liabilities with regard to various claims submitted by the operational / financial / other creditors and employees including claims for guarantee obligation and interest payable on loans, we are unable to comment on adjustments, if any, pending reconciliation and determination of final obligation. d) The Company has not provided for interest on borrowings of 100.17 lakhs on outstanding borrowings calculated based on the basic rate of interest as per the terms of the loan post initiation of Corporate Insolvency Resolution Process

(CIRP)with effect from 16 December 2022 under

Section 14 of Insolvency and Bankruptcy Code, 2016 (‘IBC). The Company has also not provided for interest on borrowings pre initiation of CIRP of 751.26 lakhs based on the claims admitted. Had the interest expense excluding penal interest, if any, been recognised, the net loss for the year ended 31 March 2023 would have been higher by 851.44 lakhs excluding penal interest, if any, and the Net worth of the Company would have been lower by 851.44 lakhs as at 31 March 2023.

Non provision of interest is not in compliance with Ind AS 23 "Borrowing Costs". Our Opinion on the Statement for the year ended 31 March 2022 was also modified e) We have not received bank statement and confirmation current accounts of 6.99 lakhs. In the absence of sufficient appropriate audit evidence, we are unable to determine any possible impact thereof on the loss for the year ended 31 March 2023 and on the carrying value of cash and cash equivalents. f) In the absence of comprehensive review of carrying amount of certain assets (loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities, we are unable to comment upon adjustments, if any, that may be required to the carrying amount of such assets and liabilities and consequential impact, if any, on the reported losses for the year ended 31 March 2023. Nondetermination of fair value of financial liabilities are not in compliance with Ind AS 109

"Financial Instruments" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets".

The net worth of the Company excludes the effect of qualification including which are non-quantifiable as referred therein.

We conducted our audit in accordance with the Standards on Auditing (SAs) prescribed under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of in respect of this matter. the standalone financial statements section of our

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered of balance forthebalanceslyingin 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 the Rules thereunder, and we have our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidencewehaveobtainedissufficient and appropriate to provide a basis for our qualified opinion

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance our audit of the standalone financial statements of the year ended 31 March, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separateassetsand opinion on these matters. In addition to the matter described in the Basis for Qualified 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
1. Revenue Recognition (Note 27 to the accompanying standalone financial statements	Our audit procedures, included amongst others, the following:
Revenue is one of the key profit driver and is therefore susceptible to misstatement. Cut off is the key assertion in so far as revenue recognition is concerned.	i. Assessed the Companys revenue recognition policy prepared as per Ind AS 115 Revenue from contracts with customers.
The revenue is also deferred for part of services which have not been rendered.	ii. Involving verification of controls surrounding revenue invoicing.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offeredby the Company as part of the contract.	iii. Testing the end-to-end reconciliation from business support systems to billing and to the general ledger. Performed substantive analytical procedures over the significant revenue streams.
	iv. Assessed transactions taking place before and after year end to ensure that revenue was recognized in the appropriate period.
	v. Tested the calculations related to discounts and other supporting documents on test check basis.
Considering the significant 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 financial statements.
	vi. Performing procedures to test the accuracy and completeness of adjustments, and to ensure that the revenue recognition criteria adopted by the Company is in line with the Companys accounting policies.

4. Material Uncertainty relating to Going Concern

The National Company Law Tribunal has admitted a petition under the Insolvency and Bankruptcy Code, 2016. The Company continues to incur losses and has defaulted in its debts / other obligations. Further, the

Company has received various claims submitted by the operational / financial / other creditors and employees including claims for guarantee obligation and interest payable on loans. These events raise significant doubt on the ability of Company to continue as a "Going

Concern". Since Corporate Insolvency Resolution

Process (CIRP) is currently in progress, as per the Code, it is required that the Company be managed as going concern during CIRP as referred in Note 53 to the financialstatements. Accordingly, the standalone financialstatements are continued to be prepared on going concern basis. The appropriateness of the preparation of standalone financialstatements on going concern basis is critically dependent upon CIRP as specified in the Code and the ultimate outcome of which is at present, not ascertainable. Our Opinion is not modified in respect to this matter

5. Information Other than the Standalone Financial

Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the

Management Report, Directors report etc, but does not include the standalone financial statements and our auditors report thereon. The above reports are expected to be made available to us after the date of this auditors 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 identified above when it becomes available and, in doing so, consider whethertheother informationis statements that give a true 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 report containing other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

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

The Honorable 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 direction to initiate appropriate action contemplated with extant provisions of Insolvency and Bankruptcy Code, 2016 and other related laws. Accordingly, Mr. Ashwin B

Shah in his capacity as IRP has taken control and custody of the management and operations of the Company from 23 December 2022 The standalone financialstatements, which is the responsibility of the Companys management is relied upon by the IRP based on the assistance provided by the directors and taken on record by the IRP as fully described in Note 55 of standalone financial statements.

The management of affairs of the Company and powers of Board of Directors of the Company stands vested with Interim Resolution Professional ("IRP") appointed by Honble NCLT.

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, 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 fair view and financial are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Directors / IRP 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 Directors / IRP either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Directors / IRP are also responsible for overseeing the Companys financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, audit they could reasonably be expected to influence the deficiencies 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 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 effectiveness of such controls.

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

Conclude on the appropriateness of managements/ IRPs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone 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 significant includinganysignificantin 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 significance 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 auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

8. Other Matter

(a) Pursuant to applications filed by Connect Residuary Private Limited before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the

NCLT has admitted the applications and ordered the commencement of corporate insolvency process ("CIRP") of MT Educare Limited vide its

Order dated 16 December 2022 and Mr. Ashwin B Shah was appointed as the Interim Resolution Professional by the NCLT. Interim Resolution

Professional took charge of the affairs of the corporate debtor on 23 December 2022. Director Mr. Vipin Choudhary challenged the order of

Honble NCLT dated 16 December 2022 before Honble NCLAT, New Delhi. The Honble National Company Law Appellate Tribunal ("NCLAT") by an order dated 6 January 2023 had stayed the

Constitution of Committee of Creditors (COC) till further hearing i.e. till 21 February 2023. There has been continuation of stay on Constitution of COC by Honble NCLAT from time to time till 26

May, 2023 and accordingly COC is not yet formed.

(b) The standalone financial statements of the

Company shall be signed by the chairperson / managing director / whole time director or in absence of all of them, it should be signed by any director of the Company who is duly authorized by the Board of Directors to sign the standalone financial statements. As mentioned in the Note 1 of the standalone financial statements, in view of the ongoing corporate insolvency resolution process, the powers of the directors stand suspended and are exercised by the Interim Resolution Professional.

9. 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 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 specified in paragraphs 3 and 4 of the Order.

I

I. As required by Section143

(3) of the Act, we report that: a) Except for the effects / possible effects the matters described in "Basis for Qualified Opinion" paragraph above, we have sought and 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 effects / possible effects of the matter described in the "Basis for Qualified 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 profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account; d) Except for the effects / possible effects of matter described in the "Basis for Qualified Opinion" paragraph above, in our opinion, the financial statements comply with the Accounting Standards specified 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 2023 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164

(2) of the Act; f) The matters described under the Basis for

Qualified Opinion paragraph above and Qualified Opinion paragraph of "Annexure

B" to this report in our opinion, may have an adverse effect functioning of the Company and on the amounts disclosed in standalone financial statements of the Company; g) 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"; h) 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, the remuneration paid/ payable by the Company to its directors during the year is in accordance with the provisions Section 197 of the Act. i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements- Refer Note 35 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 (/Lakhs)	Due date	Transferred to IEPF on	Delay in number of days
F.Y.2014-2015	0.75	04 October 2022	27 November 2022	53
F.Y.2015-2016	0.34	03 January 2023	11 April 2023	96

iv.

(a) The management 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 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 the Company 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; and

(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 subclause iv

(a) and

(b) contain any material misstatement.

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

i. Proviso to Rule 3

(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1 April 2023, and accordingly, reporting under Rule and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

	For MGB & Co LLP
	Chartered Accountants
	Firm Registration Number 101169W/W-100035
	Hitendra Bhandari
	Partner
Place : Mumbai	Membership Number 107832
Date : 23 May 2023	UDIN: 23107832BGWAXL6202

Annexure - A to the Independent Auditors Report

Annexure referred to in paragraph 9(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 2023. 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 explained to us, the property, plant and equipment have been physically verified by the management, which in our opinion is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and discrepancies noticed on such verification were properly dealt in books. (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.

(d) The Company has not revalued its Property, Plant and Equipment (including Right to 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 involved in the business of rendering services. Hence, reporting under clause 3(ii) 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 as the account has been treated as Non-Performing Asset (NPA) by the bank. For the other bank as there was no requirement to file the quarterly returns, the Company had not filed the same with the banks. Hence, reporting under clause 3ii

(b) of the order is not applicable. 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 loan 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:

Particulars	Guarantees	Security	Loans	Advances in the nature of loan
Aggregate amount granted/ provided during the year
- Subsidiaries	-	-	-	689.35
- Others				102.59
Balance outstanding as at the balance sheet date in such above cases
- Subsidiaries	-	-	-	689.35
- Others				74.71

(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) The loans granted along with interest which have been delayed are given below:

Name of the Entity	Amount ( in lakhs)	Due date*	Extent of delay	Remarks
Sri Gayatri Education Society	1215.25	31 March 2021	731	Principal
	1215.25	31 March 2022	366
	1215.25	31 March 2023	1
Aryan Foundation	251.17	31 March 2020	1,462
	251.17	31 March 2021	731
	251.17	31 March 2022	366
	251.17	31 March 2023	1
Sri Gayatri Education Society	590.61	31 March 2018	1,827	Interest
	874.98	31 March 2019	1,462
	974.87	31 March 2020	1,096
	972.21	31 March 2021	731
Aryan Foundation	157.60	31 March 2019	1,462
	254.67	31 March 2020	1,096
	239.57	31 March 2021	731

(d) There is no overdue amount in respect of interest receivable and loans granted for more than 90 days except as stated below. The Company has taken recovery steps during the year.

( in lakhs)

No of cases	Principal amount overdue	Interest overdue	Total Overdue	Remarks
2	3,184.01	4,064.51	7,248.52	Unpaid

(e) On the basis of examination, no loans 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

Name of the Party	All Parties	Promoters	Related Parties
Aggregate of Loans / advances in the nature of loans
- Repayable on demand (A)	4,334.11	-	2,752.86
- Agreement does not specify any terms or period of repayment (B)
Total (A+B)
Percentage of loans / advances in the nature of loans to total loans	21.62%	-	13.35%

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 loans given and investments made and guarantees and securities provided. 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 has been delays in large number of cases. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2023 for a period of more than six months from the date they became payable except provident fund 1.12 lakhs for various years, 44.62 lakhs pertaining to tax deducted at source. b) There are no amounts of any statutory dues 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 relate	Forum where dispute is pending
Income Tax Act 1961	Income Tax	71.80	F.Y. 2015-2016	Central Processing Centre
Income Tax Act 1961	Income Tax	28.24	F.Y. 2016 2017	Commissioner of Income Tax (Appeals)
Income Tax Act 1961	Income Tax	4.22	FY 2009-2010	Deputy Commissioner of Income Tax
Income Tax Act 1961	Income Tax	103.26	FY 2019-2020	Commissioner of Income Tax (Appeals)
Tax Deducted at Source Interest	TDS Department	26.49	Various Years	Traces
MVAT Act 2002	Value added tax	50.90	F.Y. 2015 2016	Deputy Commissioner of Sales Tax
Finance Act 1994	Service tax	46.95	F.Y. 2013 2014 to F.Y. 2015-2016	Joint Commissioner of Central Tax and Central Excise
Finance Act 1994	Service tax	92.32	F.Y. 2016 2017 to June 2017	Joint Commissioner of Central Tax and Central Excise
Finance Act 1994	Service tax	1,512.47	F.Y. 2013 2014 to June 2017	Commissioner of Central Tax and Central Excise
Goods and Services Tax Act 2017	Goods and Service Tax	597.60	FY 2017-2018	Deputy Commissioner of State Tax
Goods and Services Tax Act 2017	Goods and Service Tax	40.92	FY 2018-2019	Deputy Commissioner of State Tax
Goods and Services Tax Act 2017	Goods and Service Tax	2.61	FY 2017-2018	Assistant Commissioner(Circle)
Goods and Services Tax Act 2017	Goods and Service Tax	0.93	FY 2018-2019	Assistant Commissioner(Circle)
Goods and Services Tax Act 2017	Goods and Service Tax	0.70	FY 2019-2020	Assistant Commissioner(Circle)

viii According to the records of the Company examined by us, and information and explanations given to us, there are no such transactions required to be recorded in the books of account as there are no transactions surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). ix (ai) 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 not taken any loans from debenture holders or Government.

Nature of borrowing, including debt securities	Name of lender*	Amount not paid on due date ( in lakhs)	Whether principal or interest	No. of days delay or unpaid	Remarks, if any
Term Loan	Axis Bank Limited	215.27	Principal	427-607 days	Unpaid
		10.87	Interest	731 days	Unpaid
		122.37	Interest	Upto 789 days	Unpaid
Overdraft		24.54	Overdraft	365 Days	Unpaid
Term Loan	Asset Care and	1472.26	Principal	Upto 913 Days	Unpaid
	Reconstruction Enterprise Limited	62.41	Interest	731 days	Unpaid
		117.82	Interest	Upto 731 Days	Unpaid

*Refer Note 17 of the standalone financial statements. Apart from outstanding Interest mentioned above, the Company has not provided interest expense of 851.44 lakhs (including claims received) upto 31 March 2023, in respect of loans taken from banks, financial institutions and other lenders which is not disclosed above.

(aii) Delay on account of principal and interest repayment to bank and financial institution

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date ( in lakhs)	Whether principal or interest	No. of days delay
Term Loan	Axis Bank Limited	112.59	Principal	272 607 Days

(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 bank or financial institution or other lender. Hence, reporting under clause ix(b) of the order is not applicable.

(c) In our opinion and according to the information and explanation given to us and based on the records of the Company, the Company has not raised 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 during the year have 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 under Clause 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, the

Company 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 except that we have been informed about two instances, estimated to aggregate 173 lakhs, involving two employees of the Company. The services of these employees have been terminated. The Company has recovered 18 lakhs out of the total amount involved and is in the process of recovering the balance amounts.

(b) According to the information and explanations given to us and as per the "Guidance note on Reporting on Fraud" issued by The Institute of Chartered Accountants of India, report under sub-section (12) of Section 143 of the Act, is not required to be filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the 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)

(a),

(b) and

(c) of the Order are not applicable. 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 Indian Accounting Standards. xiv

(a) During the year, Internal audit has been carried out by the 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 clause 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 1,454.70 lakhs during the current financial year and 1,312.64 lakhs in the immediately preceding financial year. xviii There has been no resignation of statutory auditor during the year, hence clause

(xviii) of the Order is not applicable. xix As referred to in "Material Uncertainty relating to Going Concern" paragraph in our main audit report and as disclosed in notes to the standalone financial statements which also includes financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors/ IRP and management plans and based on our examination of the evidence supporting the assumptions, there exists significantdoubt on the materialuncertaintythatmaycast Companys ability to continue as a going concern as on the date of audit report and the capability of the Company for meeting its liabilities existing at the date of balance sheet, as and when they fall due within a period of one year from the balance sheet date. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx According to the records of the Company examined by us, and information and explanations given to us, there are no unspent amounts at the year end 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 : 23 May 2023	UDIN: 23107832BGWAXL6202

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 9(II)(g) 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 2023

We have audited the internal financial controls with reference to Standalone Financial Statements of MT Educare Limited ("the Company") as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management issufficient and appropriate toresponsible for establishing and maintaining internal financial controls based on the internal control with reference to Standalone

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 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.

Auditors Responsibility

Our responsibility is to express an opinion on the

Companys internal financial controls with reference to Standalone 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 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 Standalone Financial

Statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the internal financial controls with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of internal financial with reference to Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the

Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is a basis for our audit opinion on the Companys internal financial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls over Financial Statements

A Companys internal financial control with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to Standalone Financial Statements 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 Standalone

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 Standalone Financial Statements.

Inherent Limitations of Internal Financial

Controls with reference to financial statements

Because of the inherent limitations ofinternalfinancial controls with reference to Standalone 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.

Basis for Qualified Opinion or a According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Companys internal financial controls over financial reporting with reference to the standalone financial statements as at 31 March 2023: a. The Companys internal process with regard to evaluation of the recognition of deferred tax assets. b. The Companys internal process with regard to confirmation and reconciliation of balance of trade receivables, bank balances, loans and advances, trade payables, other liabilities including the claims of operational/financial/other creditors and employees and claims for guarantee obligations which are not providing for adjustments, which are required to be made to the carrying values of such assets as at 31 March, 2023 based and liabilities. c. In respect of delays in payment of certain statutory/ financial dues and filing of certain statutory returns during the year with the respective authorities. d. The Companys internal process with regards to comprehensive review of carrying amount of certain assets (loans and advances, balances with government authorities, deposits, trade and other receivables) financial statements of the Company as at and for the and liabilities. e. The Companys internal financial control with regard the compliance with the applicable Indian Accounting Standards and evaluation of carrying values of assets and liabilities and other matters, as fully explained in

‘Basis forQualified Opinion paragragph of our main report, resulting in the Company not providing for adjustments, which are required to be made, to the

A ‘material weakness is a deficiency, of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects / possible effects of the material weaknesses described above under Basis for Qualified Opinion paragraph on the achievement of the objectives of the control criteria, the Company has, in all material respects an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls over standalone financial statements on were operating effectively the internal control over standalone 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 statements issued by the Institute of Chartered

Accountants of India

We have considered the material weakness identifiedand reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone

year ended 31 March 2023, and the material weakness has affected our audit opinion on the standalone statements of the Company for the year ended 31 March 2023, and we have expressed a Qualified opinion on those 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 : 23 May 2023	UDIN: 23107832BGWAXL6202