The Hon'ble 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 Hon'ble 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 Hon'ble NCLT
before Hon'ble National Company Law Appellate Tribunal
("NCLAT"), New Delhi. Hon'ble 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 confirmed by the Hon'ble
NCLT 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 of
Directors 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 not been able to obtain sufficient 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
Company's ability to continue as a going concern, and
impact on the standalone financial statements. We
are unable to obtain sufficient and appropriate audit
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 Insolvency
Resolution 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-availability of confirmations
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, non¬
determination of fair value of financial assets 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 Insolvency
Resolution 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
in the absence of sufficient appropriate
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 sufficient appropriate audit evidence,
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 Hon'ble 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 Company's 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. In the absence of sufficient
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
financial statements.

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 financial obligations.
These events or conditions indicate a material
uncertainty that may cast a significant doubt
on the Company's ability to continue as a going
concern. The Company's 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
sufficient appropriate audit evidence to support
the management/ RP's 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
sufficient appropriate audit 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 such
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 by
Ind 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
Company's assets, liabilities as on Balance
sheet date, income and expenses for the year,
statement of cash flows and 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. Management's responsibilities for the
standalone financial statements

The Hon'ble 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 Hon'ble NCLT before
Hon'ble NCLAT, New Delhi. Hon'ble 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 Hon'ble NCLT vide its Order dated 22
January 2024, with a direction to initiate appropriate
action contemplated, with extant provisions of the
Code and other related rules.

The Company's 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
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
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 Company's ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless 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 Company's financial reporting process.

5. Auditor's responsibilities for the audit of the
Standalone Financial Statements

Our responsibility is to conduct an audit of the
Company's standalone financial statements in
accordance with Standards on Auditing (SAs) and
to issue an auditor's report. However, because of
the matters described in the Basis for Disclaimer of
Opinion paragraph of our report, we were not able to
obtain sufficient appropriate audit evidence to provide
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 (Auditor's 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 and Loss, (including
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 Section
133 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 the
Companies (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 Company's internal
financial controls over financial reporting
for the reasons stated therein.

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

According to records of the Company
examined by us, and information and
explanations given to us, no remuneration
is paid/ payable by the Company to
its directors.

j) With respect to the other matters to
be included in the Auditor's Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, 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.

i ii. 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 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;

(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