We have audited the attached Balance Sheet of Core Education &
 Technologies Limited (formerly Core Projects & Technologies Limited),
 as at 31st March, 2012 and also the statement of Profit and Loss and
 the Cash Flow Statement 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.
 
 We conducted our audit in accordance with auditing standards generally
 accepted 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003, (as
 amended by DCA Notification G.S.R. 766(E), dated 25th November, 2004)
 (the Order) 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.
 
 2.  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 purpose 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 such
 books;
 
 iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report comply with the
 applicable 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 are 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 together with the
 notes thereon, given 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 Statement of Profit and Loss, of the profit for the
 year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Annexure referred to in paragraph 1 of the Auditors'' report of even
 date to the Members of CORE EDUCATION & TECHNOLOGIES LIMITED
 
 i) In respect of fixed assets : -
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of its fixed assets except
 for the assets at its overseas branches and BOOT Projects which
 commenced during the year 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 generally 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 except Advance Tax/Tax
 deducted at source.
 
 b) According to the information and explanations given to us, no
 undisputed amounts, in respect of the statutory dues referred above
 were outstanding as at 31st March, 2012 for a period of more than six
 months from the date they became payable. However, shortfalls/delays
 were noticed in payment of quarterly installments of advance tax. We
 have been advised by the Company that pending completion of tax audit,
 crystallization of tax liabilities in respect of its overseas branches
 and the resultant tax-credit, the shortfalls could not be determined at
 the year-end.
 
 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 audit procedures and information and explanations
 given by the management, the Company has not defaulted in repayment of
 dues to banks, debenture holders and financial institutions.
 
 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.1,304,490,750/- 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) During the year company has issued non-convertible debentures.
 The Company is in the process of executing the Debenture Trust deed and
 creating the security in favour of the Debenture Trustee.
 
 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 No. 101720W     Firm Registration No. 100733W
 
 Chartered Accountants             Chartered Accountants
 
 Amit Chaturvedi                   Sanjay Rane
 
 (Partner)                        (Partner)
 
 Membership No: 103141             Membership No:100374
 
 Place : Mumbai
 
 Date  : 30 April, 2012