Annual Report 2014

ANNUAL REPORT 2014-15 Contents Management Discussion & Analysis 01 Directors’ Report 06 Corporate Governance Report 23 Financial Statements 35 Corporate Information 88 Forward-looking statements In this Annual Report, we have disclosed forward–looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements written and oral- that we periodically make, contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipate', 'estimate', 'expects', 'projects'. 'intends', 'plans', 'believe' and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward–looking statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumption prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward- looking statements, whether as a result of new information, future events or otherwise. Unit No. 403, 4th Floor, Multistoried Building, SEEPZ – SEZ, Andheri (E), Mumbai – 400 093. Tel: + 91 22 33066700 | Fax: + 91 22 33066770 | Website: www.core-edutech.com Thinking minds. Transforming nations. Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 1 management discussion & analysis Economic Overview Global growth is forecast at 3.5 percent in 2015 and 3.8 percent in 2016, with uneven prospects across the main countries and regions. Growth in emerging market economies is softening, reflecting an adjustment to diminished medium-term growth expectations and lower revenues from commodity exports, as well as country-specific factors. The outlook for advanced economies is showing signs of improvement, owing to the boost to disposable incomes from lower oil prices, continued support from accommodative monetary policy stances, and more moderate fiscal adjustment. The distribution of risks to near-term global growth has become more balanced relative to October 2014 but is still tilted to the downside. The decline in oil prices could boost activity more than expected. Geopolitical tensions continue to pose threats, and risks of disruptive shifts in asset prices remain relevant. In some advanced economies, protracted low inflation or deflation also pose risks to activity. Regional Highlights Growth in the United States and Canada remains solid. However, while lower energy prices have boosted growth momentum in the United States, they pose downside risks to the Canadian economy owing to the relatively large size of its energy sector. In the United States, labor markets and business and consumer confidence have shown solid improvements. The economy has also so far been resilient to the weaker external conditions and the strengthening dollar. The next prominent policy challenge will be a smooth normalization of monetary policy. Building political consensus around a medium term fiscal consolidation plan and supply-side reforms to boost medium-term growth—including simplifying the tax system, investing in infrastructure and human capital, and immigration reform— will continue to be a challenge. In Canada, continued monetary policy accommodation and gradual fiscal consolidation would help achieve growth that is more balanced and more broadly based. There are signs of a pickup and some positive momentum in the euro area, reflecting lower oil prices and supportive financial conditions, but risks of prolonged low growth and low inflation remain. The priority is to boost growth and inflation through a comprehensive approach that, in addition to quantitative easing, features the use of available fiscal space, especially for investment; productivity-

enhancing structural reforms; and steps to strengthen bank balance sheets. Growth is more robust in European advanced economies outside the euro area, but some of these economies may need to tighten macro prudential policies if housingrelated risks do not subside Asia’s growth is forecast to hold steady in 2015, and the region is expected to continue outperforming the rest of the world over the medium term. While the Chinese economy is shifting to a more sustainable pace, growth is projected to pick up elsewhere in the region. This reflects the boost from lower world oil prices, strengthening external demand, and still-accommodative financial conditions despite some recent tightening. Risks are two sided, but downside risks dominate. Elevated household and corporate debt amid higher real interest rates and a strong U.S. dollar could amplify shocks. Growth risks from within the region are also on the rise, and realignments of the major reserve currencies could create an uncomfortable trade-off between financial stability and competitiveness. Policymakers should maintain prudent frameworks and build buffers to enhance resilience, and implement reforms to support demand rebalancing and relieve bottlenecks to growth. Growth in Latin America and the Caribbean slowed to 1.3 percent in 2014 and is projected to soften to an even lower rate in 2015. The downturn in global commodity markets remains the main drag on activity in South America, even though lower oil prices and a solid U.S. recovery provide a boost to other parts of the region. Low business and consumer confidence in Brazil and the intensifying economic crisis in Venezuela weigh further on the near-term outlook. Flexible exchange rates can play a critical role in adapting to tougher external conditions, but policymakers will also need to ensure prudent fiscal positions are in place and catch up on structural reforms to raise investment and productivity. Industry Structure & Development The market for global education expenditures could top $6.3 trillion by 2017, according to estimates. This includes various education sectors like e-learning, edu-gaming, social/learning communities, test prep, language and others ranging from early education and K-12 through to post secondary, higher education and corporate learning. Currently the market is worth $4.4 trillion, and poised to grow significantly over the next five years. The e-learning market is projected to grow by 23 percent between now and 2017, making it the fastest-growing market in education. In dollar terms, this translates into $166.5 billion in 2012 and $255 billion in 2017. The education industry comprises the entrepreneurs, businesses and organizations which are playing an increasingly important and essential role in supporting public education by meeting the demand for products and services that both complement and supplement public education. These include after-school tutoring providers, school improvement and management services, charter schools, alternative education and special education services, professional development for teachers and administrators, educational content providers and suppliers, as well as the rapidly growing sector of online education. The Education Industry is changing – social & economic pressures are forcing senior education leaders to rethink business models and consider a range of new technologies, to bring down the cost of administering education institutions and scale the business, according to research from Gartner, Inc. 2 | Annual Report 2014-15 Educational technology holds the promise of substantially improving outcomes for K-12 students, but there are significant challenges in bringing new educational technology products for this population to market. It is difficult for producers of these technologies to demonstrate the effectiveness of their products to potential buyers and market fragmentation creates barriers to entry by all but the largest suppliers. Technological enhancements in the Industry, like, Online learning, also known as e-learning, is booming. Market research firm Global Industry Analysts projects it will reach $107 billion in 2015. More traditional methods of training or education are not going away, not yet, but

organizations of all types, from public schools to corporations, are opting to train and inform via the web. Initiatives undertaken by various Countries The U.S. Department of Education has developed several important federally-funded initiatives that impact high schools. The National High School Center provides synthesized information to help educators understand U.S. Department of Education guidelines for these initiatives, resources to help identify funding, and resources to track how the funds are currently being allocated. To deliver an excellent education to every child and to ensure U.S. global competitiveness, President Obama has set the goal of having the highest proportion of college graduates in the world by 2020. Though ambitious, this goal is attainable through bold reform and innovation spanning the education pipeline from early learning to college. President Obama emphasized the importance of everyone is entitled to the best education possible – from the day they start preschool to the day they start their career. Some of the schemes being implemented are: a) Helping Early Learners b) Making College more affordable c) Higher Education should not be a luxury d) Preparing kids for success e) Supporting great Teacher Another initiative is The state-led effort to develop the Common Core State Standards was launched in 2009 by state leaders, including governors and state commissioners of education from 48 states, two territories and the District of Columbia, through their membership in the National Governors Association Center for Best Practices (NGA Center) and the Council of Chief State School Officers (CCSSO). State school chiefs and governors recognized the value of consistent, real-world learning goals and launched this effort to ensure all students, regardless of where they live, are graduating high school prepared for college, career, and life. The development of the Common Core State Standards is a success story of meaningful, state-led change to help all students succeed. During the development process, the standards were divided into two categories: • First, the college- and career-readiness standards, which address what students are expected to know and understand by the time they graduate from high school. • Second, the K-12 standards, which address expectations for elementary school through high school. The college- and career-readiness standards were developed first and then incorporated into the K-12 standards in the final version of the Common Core we have today. The National Governors Association (NGA) and the Council Chief State School Officers (CCSSO) received nearly 10,000 comments on the standards during two public comment periods. Many of the comments from teachers, parents, school administrators, and other citizens concerned with education policy helped shape the final version of the standards. As of August 2015, 42 states, the Department of Defense Education Activity, Washington D.C., Guam, the Northern Mariana Islands and the U.S. Virgin Islands have adopted the CCSS in ELA/literacy and math. They are now in the process of implementing the standards locally. In UK the Public spending on education grew rapidly during the 2000s. Over the decade between 1999–2000 and 2009–10, it grew by 5.1% per year in real terms, the fastest growth over any decade since the mid- 1970s. As a result, it rose from 4.5% of national income in 1999– 2000 to reach a high point of 6.4% in 2009–10. Going forwards, we estimate that public spending on education in the UK will fall by 3.5% per year in real terms between 2010–11 and 2014–15. This would represent the largest cut in education spending over any four-year period since at least the 1950s, and would return education spending as a share of national income back to 4.6% by 2014–15. Making India the skill capital of the world is one of the visions of Prime Minister Narendra Modi. While this will be a journey, the Union Budget 2015 does provide an opportunity for the government to bring to the forefront policies and initiatives that will be undertaken to achieve the vision. A Deloitte study has recognised the Indian education sector as a ‘sunrise sector’ for investments.

This is because the sector offers huge potential to investors in the regulated as well as non-regulated markets. The education market in India, which is at present valued around $150 billion, is headed for a major leap forward in the years to come. As a percentage of GDP, expenditure on education has gone up from 2.9% in 2008-09 to approximately 3.4% in 2014-15. Compare this with the Kothari Commission (set up in 1964-65) and National Education Policy recommendation suggestion of allocating 6 percent of GDP towards education. Statistics reveal that the allocation to the education sector received a 17 percent jump for fiscal year 2013-14 and approximately 12.5 percent for fiscal year 2014-15. However, it is still inadequate considering the sectoral requirement. In the above background, some of the key expectations of the Education sector from the forthcoming budget are summarised below: Encouraging private investment in the sector: While significant operators in primary and secondary education sector operate on ‘not for profit’ basis, this aspect has impact and creates challenges in creating further infrastructure in the sector. In order to encourage investment in the sector, the government may contemplate encouraging private investment in this area along with devising mechanism wherein the investor is entitled to an agreed share of return on investment – akin to what has been prescribed for certain infrastructure projects like the power sector. Encouraging education tourism: Education tourism could be the next opportunity for India. Policies could be formulated that focus in this direction. India can well be seen as being intellectual capital of the world. Affordable education loan/finance facility: The government should recognise the need for facilitating affordable education loan/finance facility by setting up institutions/education finance corporations that provide easy finance at concessional rates. Schemes could be devised to extend credit facilities for higher education without surety/indemnity by the government, repayable upon securing of job by the student. Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 3 Incentives for enrollment to skill development courses: Enrollment for skill development courses should be eligible for additional deductions in computing taxable income. Policy Initiatives The extant foreign direct investment policy and the regulations governing education system need to be aligned to generate opportunities and encourage foreign capital and improve infrastructure in education sector. Incentive towards staff training and development: Tax incentives/ relief could be extended to universities/institutions that incur expenditure towards staff training and development. Deduction towards tuition fees: Considering the inflation and the rising cost of education, taxpayers should be entitled to a deduction of an adequate sum against gross total income for fees paid to a higher educational institution recognised by the government. This will ease the hardship of common man. The links between early childhood care and education are strong and mutually reinforcing. Early childhood care and education services help build skills at a time when children’s brains are developing, with long-term benefits for children from disadvantaged backgrounds. In Jamaica, for example, infants who were stunted and from disadvantaged backgrounds receiving weekly psychosocial stimulation were earning 42% more than their peers by their early 20s. Since 2000, pre-primary education has expanded considerably. The global pre-primary education gross enrolment ratio increased from 33% in 1999 to 50% in 2011, although it reached only 18% in Sub-Saharan Africa. The number of children enrolled in pre-primary schools grew by almost 60 million over the period. In many parts of the world, however, there is a wide gap in enrolment between the richest and poorest. Part of the reason is that governments have yet to assume sufficient responsibility for pre-primary education: as of 2011, private providers were catering for 33% of all enrolled children, rising to 71% in the Arab States. The cost of

private provision is one of the factors that contribute to inequity in access at this level. A lack of attention to education quality and a failure to reach the marginalized have contributed to a learning crisis that needs urgent attention. Worldwide, 250 million children – many of them from disadvantaged backgrounds – are not learning even basic literacy and numeracy skills, let alone the further skills they need to get decent work and lead fulfilling lives. This learning crisis has costs not only for the future ambitions of children, but also for the current finances of governments. The cost of 250 million children not learning the basics is equivalent to US$129 billion, or 10% of global spending on primary education. Curriculum and Assessment Strategies to improve Learning To improve learning for all children, teachers need the support of curriculum and assessment strategies that can reduce disparities in school achievement and offer all children and young people the opportunity to acquire vital transferable skills. Such strategies need to build strong foundation skills by starting early, moving at the right pace, enabling disadvantaged pupils to catch up, meeting the language needs of ethnic minorities and building a culture of reading. Curricula need to address issues of inclusion to enhance the chances of students from marginalized backgrounds to learn effectively. Where gender-responsive curricula have been developed, as in projects in Mumbai, India and in Honduras, test scores measuring attitudes on several gender-related issues improved. In Honduras, adolescents who participated in the project also demonstrated better problem-solving skills and higher test scores. More needs to be done to design curricula that pay attention to the needs of disabled learners. In Canberra, Australia, curriculum reform aims to help teachers improve student attitudes regarding students with disabilities, improve the quality of interactions between students with and without disabilities, and enhance the wellbeing and academic achievement of students with disabilities. Classroom-based assessment tools can help teachers identify, monitor and support learners at risk of low achievement. In Liberia, the EGRA Plus project, which trained teachers in the use of classroom-based assessment tools and provided reading resources and scripted lesson plans to guide instruction, raised previously low levels of reading achievement among grade 2 and 3 pupils. Assessments need to be aligned with the curriculum so that they do not add significantly to teachers’ workloads. In South Africa, well-designed assessments with clear guidelines on how to interpret results helped teachers with little training who were working in difficult conditions: 80% of teachers were able to use them in class. UNITED STATES OF AMERICA The enrolment of students has been marginally improving as per the chart below. SOURCE: U.S. Department of Education, National Center for Education Statistics. (2015) The enrolments for the 2014 & subsequently in 2015 are expected to be better than the last few years. Five Key Education Priorities for the Obama Administration Improving Accountability in Public Education The accountability systems put in place by No Child Left Behind have had some positive effects, but not enough to meet the goal of all students reaching proficiency standards by 2014. The five recommended policy actions to improve the system. 4 | Annual Report 2014-15 Increasing Participation in No Child Left Behind School Choice No Child Left Behind gave students in low-performing schools the opportunity to switch schools, but relatively few use the option. Research suggests that this reform’s power to induce educational improvement is limited at this time. Designing Effective Pay-for-Performance in K-12 Education While there is some evidence that paying educators for performance works, there are many challenges to adopting such systems in the United States. Promoting Effective Preschool Programs High-quality preschool education helps increase school readiness and close achievement gaps for children at risk; however, access varies greatly. Federal policymakers could allocate funds to support states in improving preschool quality and access for the

most disadvantaged children. The Role of Charter Schools in Improving Education Despite controversy, the number of charter schools is increasing. Research finds that charter schools do not produce some of the predicted negative effects, and they may have positive effects on student attainment. UK Market 8.4 million Pupils enrolled in state-funded and independent schools in England. 1.3 Percentage growth in pupils numbers since January 2014. This increase is larger than in previous years and is driven largely by a 2.1 per cent increase in the number of pupils in state-funded primary schools. The number of pupils in state-funded secondary schools rose by 0.1 per cent, the first rise since 2010. UK Government has been increasing the expenditure in the Education & training space consistently over the years. UK faces desperate shortage of science and maths teachers- More than 100,000 secondary school pupils will be taught maths and science by teachers untrained in the subjects because of a chronic shortage of new recruits. The shortfall in expertise will discourage sixth-formers from studying the disciplines – which have been identified by the Education Secretary Michael Gove as “national strategic priorities” – at A-level. India Market The education sector in India is at a vital stage of its growth. The vast diversity in ethnicities coupled with varying demographics has prompted different players to invest in the sector. Meanwhile, the upward surge in the Indian economy and consequent increase in income levels has aided the spending on education in the average Indian household. It is expected that the Indian education sector’s market size will increase to ` 602,410 crore (US$ 100.23 billion) by FY15 from ` 341,180 crore (US$ 56.77 billion) in FY12, due to the expected strong demand for quality education. The present Indian higher education system comprises of about 700 universities and over 35,500 colleges. More than 85 percent of these students are enrolled in bachelor’s degree programmes and about one-sixth of all Indian students are enrolled in Engineering/Technology degree programmes. To increase the percentage of students going for higher education to 30 percent by 2020, India will need 800 more universities and another 35,000 colleges, according to the Ministry of Human Resource Development (HRD). Vocational Training Business A huge population base - India will have 22 million young people entering the workforce every year from 2015 - and a changing social dynamic, when organised employment expands rapidly, are hugely important drivers of Vocational Business in India. Only in recent years has the government realized the enormity of the challenge and endeavoured to overcome the same through various initiatives. Under the Prime Minister’s National Skill Development Mission, the government has launched an initiative to train 500 million people by the year 2022. Further, the National Skill Development Corporation (NSDC) was created in order to streamline the identification and mapping of skills requirements, facilitate private participation through grants, gap funding, etc. The Government has undertaken multiple measures to address some of the problems mentioned in the earlier chapter, through such measures as: NSDA: The NSDA comprises the PM’s National Council on Skill Development (NCSD), the National Skill Development Board (NSDCB) and the NSDC. It oversees and directs the efforts taken vis-à-vis skill development by both the Government and the private sector, in a bid to fulfill the skilling target set under the 12th Five Year Plan. Sector Skill Councils (SSC): SSCs are initiatives born out of Public- Private Partnerships (PPPs). In addition to facilitating capacity building, the SSCs Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 5 also define the structure, levels, and benchmarks of training for each industry. This will help achieve consistency in the imparted training, aside from ensuring an ease of employment, and a portability of skills. In the year 2015- 2016 the number of SSC has increased from 8 to 22 and it is expected to increase to 50 by 2022. National Vocational Education Qualification

Framework (NVEQF): The NVEQF is a recently-launched initiative which is to be implemented in polytechnics, engineering colleges, and other institutions, across the country. A seven level certification program, starting from 9th standard/ grade, will be initiated in the various vocational training disciplines, culminating in a degree at the end of the seventh year. The Modular Employable Scheme (MES): It is being implemented by the Ministry of Labor and Employment as part of their Skill Development Initiative (SDI). The key objective of MES is to recognize and certify the prior learning of existing workers. MES offers short-term modular courses to school dropouts and existing wage earners and facilitates certification for skills and learning gained informally. National Service Scheme (NSS): The NSS has been proposed as an agent of change which engages students in skill development projects alongside other stakeholders in the society like academia, industry, and social organizations like NGOs and foundations. The pilot is expected to cover 30,000 students over a three-year period, eventually impacting 3.2 million students across universities, colleges, and secondary schools in the country. Further to the above mentioned initiatives, Government introduced many scheme this year like (a) National Urban Livelihood Mission (NULM), to develop the skills of urban youth and make them market ready workers/ professionals (b) Deen Dayal Upadhyay-Gramin Kausjal Yojna under National Rural Livelihood Mission, to ensure livelihood of poor urban youth through skill development (c) Pradhanmantri Kaushal Vikas Yojna (PMKVY), this scheme provides a small term skill development course and help youth in getting jobs (d) State Project Livelihood Colleges (SPLC), to meet the long-term need of skilled youth these colleges are taking shape (e) Hunar Se Rozgar Scheme, this scheme also generates employability through skill development. 6 | Annual Report 2014-15 directors’ report Dear Members, Your Directors have pleasure in presenting the 30th Annual Report of your Company along with the audited financial statements for the year ended 31st March, 2015. RESULTS FROM OPERATIONS Amt in ` (million) Standalone 2014-15 2013-14 Income from Operations 3,437.56 6,275.32 Other Income 480.49 (33.40) Variation in Inventory 287.43 530.03 Expenses 10,324.35 10,220.07 Exceptional Items 4,052.95 745.97 Profit Before tax (10,746.68) (5,254.16) Less: Provision for tax (current) - - Excess/(Short) Provision for earlier years - - Provision for tax (deferred) - (232.84) Profit after Tax (10,746.68) (5,021.32) Add: Balance B/F from Previous Year 1,000.54 5,942.03 Excess/(Short) Provision for Earlier years - - Profit Available for appropriations (10,746.68) (5,021.32) Debenture Redemption Reserve 30.79 - Transfer to General Reserve - - Proposed Dividend - (68.69) Provision for Taxes on Dividends - (11.14) Minority Interest - - Balance C/F to Balance Sheet (9,776.93) 1,000.54 Overview The Company continued to face strong headwinds during the year under review. As reported last year, the Company’s CDR proposal was approved by the CDR EG. The approved proposal envisaged an investment of ` 100 crores from a prospective joint venture partner. In spite of the Company’s best efforts, such a joint venture did not happen, as a result of which it was decided to withdraw the CDR proposal. The withdrawal is at present under consideration with the CDR EG. Consequent to the withdrawal, your Company’s management continues its efforts to revive the operations by pursuing all alternatives available to it. Disposal of non-core assets, divestment of the company’s overseas subsidiaries and a continued sustained search for an appropriate joint venture partner are part of these efforts. Recovery of dues on various government and other projects is also under way, both thru commercial and legal means. In view of these continued and sustained efforts, your Directors have thought it fit to draw up the Company’s accounts on a “going concern” basis, as observed by the Statutory Auditors’ in their Audit Report. Your Company achieved a total operating income of 3,437.56

million as compared to` 6,275.32 million during the previous financial year with a loss of 10,746.68 million as compared to a loss of 5,254.16 million during the previous financial year. Loss after tax was 10,746.68 million as compared to` 5,021.32 million during the previous financial year. The losses are mainly attributed towards the writing off of Trade receivables and Impairment of IPRS and also for providing for impairment in the value of investments in the subsidiary companies. On the exports and overseas operations, many customers had raised quality issues relating to assessment and intervention segment of the products. As reported last year, a management committee was formed to analyse and suggest the future course of action. Based on its findings, the committee had decided to write off INRs 1,769. 92 million, last year and make efforts to recover the rest. Based on the developments during the year under report, a further amount of INRs 1,730.49 has been written off in the current year. As part of its annual exercise, the management also reviewed the carrying value of its IPR. Technological changes, adoption of new standards in the USA and fast changing student behavioural patterns have shortened the life of a lot of hitherto long term products. Based on an analysis of the current demand and relevance for our products, the Company has decided to write down the value of its IPR. Therefore, management has made provisions for impairment of 3,287.84 million as compared to 1,291.52 million in the previous year, towards the carrying cost of such IPRs and treated an exceptional item. The operations of the overseas subsidiaries have also suffered due to the above reasons. The revenues in USA subsidiaries have reduced to INRs 2,843.35 million from 5,459.59 million in FY 13. The carrying value of IPR in the subsidiaries has also reduced substantially due to reasons mentioned above. In view of this, the value of investments in the subsidiaries has eroded substantially. An amount of INRs 4,052.99 million has been provisioned during the current year to provide for such erosion. To mitigate the financial stress, the Company has taken various steps including cost cutting exercise and bidding for low capital intensive projects with high margin. Also rationalization is done in terms of number of employees. The No. Of employees have reduced to 124 from 277. A fire accident occurred on 18th July, 2014 at the Corporate office of the Company situated at 10th Floor, Lotus Business Park ,Off Link Road, Andheri (West), Mumbai - 400 053. Because of this incident the Company has lost some important data, both in the physical & the digital form though there are no major financial losses other than damage to property. The Company is in the process of assessing the extent of the damage caused to the data and rebuilding/recoupment of such data. Dividends and Appropriations In view of the losses incurred, your Directors do not recommend any dividend for the financial year 2014-15. Transfer to reserves There are no transfer of funds to General Reserves during the financial year 2014-15. Changes in Capital Structure There is no change in Capital Structure of the Company during the year under review. Extract of the Annual Return An extract of the Annual Return as provided under Section 92 (3) of the Companies Act, 2013 is annexed to this Report. Number of meetings of the Board of Directors 5 (Five) Board Meetings were held during the period under review. The dates of these Board Meetings are 10th June, 2014, 14th August, 2014, 4th September, 2014, 14th November, 2014 and 14th February, 2015. During the year, the Board of Directors of the Company comprised of Non-Executive Promoter Chairman, Mr.Sanjeev Mansotra; two Executive Directors namely, Mr. Naresh Sharma, Executive Director, Mr. Nikhil Morsawala, Director-Finance; and two Independent Directors, namely Mr. Sunder Shyam Dua and Mr.Harihar Iyer. Mr Naresh Sharma resigned on 12th November, 2014. The term of appointment of Mr. Nikhil Morsawala as Director - Finance ended on 11th August, 2015. He now continues to be on the Board as a Non-Executive Director. In accordance with the provisions of the Companies Act, 2013,

Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 7 Mr.Sanjeev Mansotra, Non-Executive Chairman of your Company is retiring by rotation at the ensuing Annual General Meeting and expressed his willingness to be reappointed as Director of the Company for a period of 5 years from the date of this Annual General Meeting. Brief resume of Mr. Sanjeev Mansotra proposed to be reappointed as Director, nature of his expertise in specific functional areas and names of companies in which he holds Directorships and Memberships of the Board Committees, as stipulated in Clause 49 of the Listing Agreement with the stock exchanges are provided in the Corporate Governance forming part of the Annual Report. Directors’ Responsibility Statement Pursuant to Section 134 (5) of the Companies Act, 2013, for the year ended 31st March, 2015 the Directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c) the Directors had taken proper and sufficient care for the 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 fraud and other irregularities; and d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such financial controls are adequate and were operating effectively. f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Material developments in human resources and industrial relations The past year has been a challenging year with the slowdown in economy coupled with the education sector also facing a slump. This required the company to manage its cost more efficiently without compromising on its productivity. Core understands the business needs to adapt to the economic realities and had taken steps like cutting the strength of its India team across functions to maintain the equilibrium in terms of right fit for right skill. Recognizing the necessity to maintain its core team of skilled and competent work force every effort would be made to ensure the perfect balance in terms of employees’ skills and demand and nurture a core team of dedicated employees to face the economic turnaround in the future. Best Practice Your Company continues to be a CMMiLevel5 certification and an ISO 9001:2008 organizations. Directors and Key Managerial Personnel Mr. Pundi L. Narasimham ceased to be a Director of the Company with effect from 18 July, 2014. Mr. Naresh Sharma ceased to be a Director of the Company with effect from 12th November, 2014. The Board has placed on record its appreciation of the significant role played by Mr. Narasimham and Mr. Sharma during their respective tenure as a Director of the Company. As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjeev Mansotra retires by rotation and being eligible, offers himself for re-appointment. During the year under review, Mr. Ganesh Umashankar resigned as the Company Secretary with effect from 31st December, 2014. Mr. Ashutosh Ghare, was appointed as the CEO effective 14th November, 2014. No other Key Managerial Personnel has been appointed or has tendered resignation during the Financial Year 2014-15. Declaration given by Independent Directors Pursuant to the approval of the Members at the 29th Annual General Meeting, Mr. Harihar Iyer and Mr. Sunder Shyam Dua were appointed as the Independent Directors of the Company for a period of 5 (five) consecutive years for a term up to the conclusion of the 34th Annual

General Meeting. As per the requirement of Section 149 (7) of the Companies Act, 2013, Mr. Harihar Iyer and Mr. Sunder Shyam Dua, the Independent Directors have given a declaration that they meet the criteria of independence as specified under Section 149 (6) of the Act. Explanations or Comments on qualifications, reservations or adverse remarks Consequent to the withdrawal, your Company’s management continues its efforts to revive the operations by pursuing all alternatives available to it. Disposal of non-core assets, divestment of the Company’s overseas subsidiaries and a continued sustained search for an appropriate joint venture partner are part of these efforts. Recovery of dues on various government and other projects is also under way, both thru commercial and legal means. In view of these continued and sustained efforts, your Directors have thought it fit to draw up the Company’s accounts on a “going concern” basis, as observed by the Statutory Auditors’ in their Audit Report. Reporting of Frauds During the year under review, there have been no frauds reported by the Statutory Auditors of the Company. Particulars of Loans, guarantees or investments During the year the Company has not made loan or given guarantees and investment. Remuneration Policy A Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company as required under Section 178 (3) of the Companies Act, 2013 is being adopted. Particulars of contracts or arrangements with related parties Particulars of contracts or arrangements with related parties in form No. AOC- 2 as required pursuant to the provisions of Section 134(3)(h) and Rule 8 of the Companies (Accounts), Rules, 2014 is annexed to this Report [Annexure 2]. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings Particulars prescribed under Section 134(3)(m) of the Companies Act, 2013 are given in an Annexure to this Report. Risk Management Policy The Company has adopted a Risk Management and Mitigations Policy. A formal Risk reporting system has been devised by the Company. Risk Management Committee has also been constituted comprising of Director and senior officials of the Company. Annual Evaluation The performance of Board of Directors and the committees constituted by the Board and the individual directors has been evaluated during the Financial Year ended 31st March, 2015. 8 | Annual Report 2014-15 Particulars of Subsidiary companies or Joint ventures or associate company The Company has 18 subsidiaries including step-down subsidiary companies as on 31st March, 2015. During the year, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. The Company has, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report [Annexure 1]. The Consolidated Financial Statement has been prepared in accordance with applicable Accounting Standards issued by The Institute of Chartered Accountants of India. Details of the subsidiary companies are discussed in the Management Discussion & Analysis, forming part of this report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on our website www.core-edutech.com. These documents will also be available for inspection during business hours at the registered office of the Company. Particulars of Deposits During the year under review, the Company has neither accepted any deposits covered under Chapter V of the Companies Act, 2013 nor has it accepted deposits which are not in compliance with the requirements of Chapter V. Particulars of Material Orders During the year under review, neither any Regulator nor any Court or

Tribunals has passed any significant and material Order impacting the going concern status and the Company’s operations in future. Audit Committee The Audit Committee comprises of Mr. Sunder Shyam Dua, Chairman, Mr. Harihar Iyer, Independent Director and Mr. Nikhil Morsawala, Director. Mr. Pundi L. Narasimham resigned as a Director of the Company with effect from 18th July, 2014 and consequently ceased to be a Member of the Audit Committee. The Audit Committee continues to provide valuable advice and guidance in the areas of costing, finance and internal controls. Auditors M/s. Sushil Budhia, Chartered Accountants, the Statutory Auditors of the Company resigned from the office of the Statutory Auditors effective 13th July, 2015 owing to some other commitments. The Board has, at its Meeting held on 17th August, 2015, appointed M/s. Aniket Kulkarni & Associates, Chartered Accountants (Registration No. 130521W), as the Statutory Auditors in the casual vacancy so caused due to resignation of the former Auditors. M/s. Aniket Kulkarni & Associates, Chartered Accountants (Registration No. 130521W) are due to retire at the ensuing Annual General Meeting. The Company has received a written consent and a certificate from the Statutory Auditors, under Section 139 of the Companies Act, 2013, stating that the appointment, if made will be in accordance with Rule 4 (1) of the Companies (Audit and Auditors) Rules, 2014. Particulars of Employees Information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Secretarial Audit Report During the year under review, the Company had appointed M/s. Jaiprakash. R. Singh & Associates Practicing Company Secretary (Membership No. 7391) (C.P. No. 4412), Mumbai as the Secretarial Auditor for the Financial Year 2014-15. The report in form MR- 3 on the Audit carried out by the said Auditor is annexed to this Report. Purchase of shares of the Company The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of a purchase or subscription for any shares of the Company pursuant to Section 67 (2) of the Companies Act, 2013. Corporate Social Responsibility Committee The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as none of the thresholds viz. Net Worth of ` 500 crore or more, Turnover of ` 1,000 crore or more or Net Profit of ` 5 crore or more were satisfied. Consequently, the Company has not constituted the Corporate Social Responsibility Committee. Vigil mechanism The Company had adopted a Whistle Blower Policy to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. Issue of shares with differential voting rights The Company has not issued any shares with differential voting rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014. Issue of sweat equity shares During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014. Employee Stock Option During the year under review, the Company has not granted any stock options to any of its Directors or employees, pursuant to the provisions of Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014. Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as on 31st March, 2015 are given in the Annexure and the said Annexure forms part of this Report. Corporate Governance The Company endeavourers to attain highest values of Corporate Standards. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Chairman’s declaration regarding compliance with CETL Code of Conduct for Directors and Senior Management personnel forms part of report on Corporate Governance. Management Discussion

and Analysis Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented as a separate section forming part of this Annual Report. Acknowledgements We thank our customers, investors, bankers and other stakeholders for their continued support during the year. We place on record our sincere appreciation of the contribution made by employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support. For and on behalf of the Board Sanjeev Mansotra Non-Executive Chairman Date: 17th August, 2015 DIN No.: 01030000 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 9 ANNEXURES TO THE DIRECTORS’ REPORT Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgoings Information as per Section 134(3)(m) read with Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for the Financial Year ended 31st March, 2015: A) Details on Conservation of Energy Though the operations of your Company are not energy-intensive, significant measures are taken to reduce energy consumption. We constantly evaluate new technologies and invest to make our infrastructure more energy-efficient. Some of the energy efficient practices adopted across the facilities of the Company to reduce consumption of power are: − Installation of energy efficient lighting. − Use of energy efficient computers and by purchasing energyefficient equipment. − Energy monitor and controlling system. − Incorporating new technologies in the air-conditioning systems at all upcoming facilities to optimize power conservation. − Identification and replacement of outdated and low-efficient UPS systems in a phased manner. − Installation of LCD monitors (Energy Efficient) in place of normal CRT monitors, thereby saving energy. − Turning of lights in all floors when COREans are not working. − Turning off the Air conditioners during non peak hours and on weekends. − Toughened glass windows to reduce infrared radiation. − Effective management of ventilation to ensure acceptable air quality. Our strategy to adopt the best practices, latest technologies and high levels of efficiency in our operations will help us build an environment where energy is conserved. B) Technology Absorption and Research & Developments Research and Development for new solutions and services, designs, frameworks, processes, and methodologies continue to be of top priority for us. This allows us to enhance quality, productivity and customer satisfaction through continuous innovation. The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to accomplish future challenges and opportunities. We invest and encourage continuous innovation. C) Foreign Exchange Earnings and outgo: The Company continued to be net foreign earner during the year. Total foreign exchange earned by the company during the year under the review was INRs 550.38 million as compared to INRs 1,261.94 million during previous year. Total Foreign exchange outflow during the year under the review was NIL, as against INRs 287.63 million, during the previous year. 10 | Annual Report 2014-15 ANNEXURE 1 FORM AOC 1 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.) Sl. No. Particulars Details Details Details Details Details Details Details Details Details Details Details 1. Name of the subsidiary CECS CORE UK CORE FZE Core Education Infratech Ltd., Aarman Software Pvt. Ltd., Core Education & Consulting Solution(IOM) Core Skill Developments and Careers Pvt. Ltd. Core K12 Schools Pvt. Ltd. Core Higher Education Pvt. Ltd. CECS- Pte Ltd. CECSGlobal Pte Ltd., 2. Reporting period for the subsidiary concerned,

if different from the holding Company’s reporting period 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 31st March, 2015 3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries USD GBP AED INR INR GBP INR INR INR SGD SGD 4. Share capital 3,078.45 995.97 672.57 90.00 1.30 1,670.59 64.07 63.96 66.21 9,997.67 0.94 - - - - - - - - - - - 5. Reserves & surplus (1,419.48) 326.30 356.20 (1.83) 41.47 (332.52) (59.36) (4.03) (0.42) (84.70) (167.88) - - - - - - - - - - - 6. Total assets 6,500.08 2,826.84 1,253.17 1,139.95 87.39 2,205.54 201.78 65.60 70.68 9,899.97 0.91 - - - - - - - - - - - 7. Total Liabilities 4,841.11 1,504.57 224.39 1,051.78 44.62 867.46 197.07 5.67 4.89 (12.99) 167.85 - - - - - - - - - - - 8. Investments - - - - - - - - - 8,696.34 - - - - - - - - - - - - 9. Turnover 2,843.35 1,958.12 - - - - - - - - - - - - - - - - - - - - 10. Profit before taxation (408.05) (39.92) - (0.05) (0.05) (305.92) (1.21) (0.39) (0.29) (0.46) - - - - - - - - - - - - 11. Provision for taxation - - - - - - - - - - - - - - - - - - - - - - 12. Profit after taxation (2,181.42) (39.92) - (0.05) (0.05) (305.92) (1.21) (0.39) (0.29) (0.46) - - - - - - - - - - - - 13. Proposed Dividend - - - - - - - - - - - - - - - - - - - - - - 14. % of shareholding Nil Nil 100% 100% 100% 100% 100% 100% 100% 100% 100% Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 11 Part “B”: Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures Particulars Name of associates/Joint Ventures 1. Latest audited Balance Sheet Date Nil Nil Nil 2. Shares of Associate/Joint Ventures held by the Company on the year end Nil Nil Nil No. Nil Nil Nil Amount of Investment in Associates/Joint Venture Nil Nil Nil Extend of Holding% Nil Nil Nil Nil Nil Nil 3. Description of how there is significant influence Nil Nil Nil Nil Nil Nil 4. Reason why the associate/joint venture is not consolidated Nil Nil Nil Nil Nil Nil 5. Net worth attributable to shareholding as per latest audited Balance Sheet Nil Nil Nil Nil Nil Nil 6. Profit/Loss for the year Nil Nil Nil i. Considered in Consolidation Nil Nil ii. Not Considered in Consolidation Nil Nil 12 | Annual Report 2014-15 Form No. AOC-2 (Pursuant to clause (h) of sub-section (3)of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm’s length basis: a. Name(s) of the related party and nature of relationship: N/A b. Nature of contracts/arrangements/transactions: N/A c. Duration of the contracts/arrangements/transactions: N/A d. Salient terms of the contracts or arrangements or transactions including the value, if any: N/A e. Justification for entering into such contracts or arrangements or transactions N/A f. Date(s) of approval by the Board: N/A g. Amount paid as advances, if any: N/A h. Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: N/A 2. Details of material contracts or arrangement or transactions at arm’s length basis: (a) Name(s) of the related party and nature of relationship: - CORE Education & Consulting Solutions Inc., USA – Foreign Subsidiary Company - Mrs. Neelam Mansotra – Relative of Key Managerial Personnel (b) Nature of contracts/arrangements/transactions: - CORE Education & Consulting Solutions Inc., USA – Sales - Mrs. Neelam Mansotra – Leasing of Guest House (c) Duration of the contracts/arrangements/transactions: - CORE Education & Consulting Solutions Inc., USA – 3 Years (Dec’14 to Nov’17) - Mrs. Neelam Mansotra – 6 Months (April’14 to Sep’14) (d) Salient terms of the contracts or arrangements or transactions including the value, if any: - CORE Education & Consulting Solutions Inc., USA – NIL - Mrs. Neelam

Mansotra – NIL (e) Date(s) of approval by the Board, if any: - CORE Education & Consulting Solutions Inc., USA – 14th February, 2014 - Mrs. Neelam Mansotra – 14th February, 2014 (f) Amount paid as advances, if any: - CORE Education & Consulting Solutions Inc., USA – NIL - Mrs. Neelam Mansotra – NIL For and on behalf of the Board of Directors of Sanjeev Mansotra Nikhil Morsawala Non-Executive Chairman Director DIN No.: 01030000 DIN No.: 00214587 ANNEXURE 2 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 13 FORM MGT- 9 Extract of Annual Return as on the Financial Year ended on 31st March, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014] REGISTRATION AND OTHER DETAILS Corporate Identity Number L51900MH1985PLC035915 Registration date 11th April, 1985 Name of the Company Core Education & Technologies Limited Category/ Sub-Category of the Company Company Limited by Shares, Indian Non-Government company Address of Registered Office and contact details Block No. 1-4, Building No. 4, Sector III, Millennium Business Park, Mahape, Navi Mumbai 400 710 Tel No.: + 91 22 39914800 Fax: + 91 22 39914880 E-mail: [email protected] Website: www.core-edutech.com Whether listed company (yes/ no) Yes Name, Address and contact details of Registrar and Transfer Agent Adroit Corporate Services Private Limited 19, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Mumbai 400 059 Tel No.: + 91 22 42270400 Fax: + 91 22 28503748E E-mail: [email protected] PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing to 10 % or more of the total turnover of the Company are stated: Sr. No. Name and description of main products/ services NIC Code of product/ service % to total turnover of the Company 1 Software Development 72291 73% 2 Government ICT Project 75122 27% PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name and Address CIN/GLN Relationship % of Share 1 Aarman Software Private Limited Subsidiary 100% 2 CORE Education Infratech Ltd. 100% 3 CORE Higher Education Pvt. Ltd. 100% 4 CORE Skill Development & Careers Private Limited 100% 5 CORE K12 Schools Pvt. Ltd. 100% 6 CORE Education & Consulting Solutions Pte. Ltd. 100% 7 CORE Education & Consulting Solutions Inc., USA 100% 8 Partners 4 Growth Inc., USA 100% 9 CORE Education & Consulting Solutions (UK) Ltd. 100% 10 ITN Mark Education Ltd. (UK) 100% 11 Mark Education Limited 100% 12 International Teachers Network Limited, UK 100% 13 CORE Education & Consulting Solutions Ltd. (Isle of Man) 100% 14 CORE Education Technologies Inc., Delaware USA 100% 15 CORE Education & Consulting Solutions (HK) Ltd. HK 100% 16 CORE Global Education Pte Ltd. 100% 17 CORE Careers & Skill Development Inc., USA 100% 18 CORE Projects & Technologies FZC, Sharjah 100% ANNEXURE 3 14 | Annual Report 2014-15 Sr. No. Name and Address CIN/GLN Relationship % of Share 19 Wisdom Global Enterprises Limited Associate 20 CORE Infrapower Ltd. 21 CORE Wellness Ltd. 22 Sohum Health Awareness Private Limited 23 CORE Steel Industries Private Limited 24 CORE Steel & Power Ltd. 25 SM Infra Power (India) Private Limited 26 SM Solar Energy (India) Private Limited 27 SM MP Power (India) Private Limited 28 SM Ratnagiri Power (India) Private Limited 29 Wisdom Global Exports Pte. Ltd. 30 Wisdom Global Exports FZCo 31 Core Information Technology Solutions Inc., USA 32 CORE Education PLC (Isle of Man) (Note: The Company does not have any Holding company) Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 15 SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity) Category of Shareholders No. of Shares Heald at the Beginning of the Year No. of Shares Heald at the end of the Year % Change during the year Demat Physical Total % of total shares Demat Physical Total % of total shares A. Promoters 1. Indian a) Individual - - - - - - - - - b) Central Government - - - - - - - -

- c) State Government - - - - - - - - d) Bodies Corporate 23,759,597 - 23,759,597 21 19,522,645 - 19,522,645 17 (4) e) Bodies Corporate f) Banks/ Financial Institutions - - - - - - - - - g) Any Other Sub-total (A)(1) 23,759,597 - 23,759,597 21 19,522,645 - 19,522,645 17 (4) 2. Foreign a) NRIs- Individuals - - - - - - - - - b) Other- Individuals - - - - - - - - - c) Bodies Corporate - - - - - - - - - d) Banks/ Financial Institutions - - - - - - - - - e) Any Other - - - - - - - - - Sub-total (A)(2) - - - - - - - - - Total Shareholding of Promoter (A)=(A)(1)+(A) 23,759,597 - 23,759,597 21 19,522,645 - 19,522,645 17 (4) B. Public Shareholding 1. Insistutional a) Mutual Funds/ UTI 1,390 - 1,390 - - - - - - b) Banks/ Financial Institutions 638,800 - 638,800 1 8,300 - 8,300 - (1) c) Central Government - - - - - - - - - d) State Government 6,904,831 - 6,904,831 6 6,904,834 - 6,904,834 6 - e) Venture Capital Funds - - - - - - - - - f) Insurance Companies - - - - - - - - - g) FIIs 6,344,283 - 6,344,283 6 5,566,977 - 5,566,977 5 (1) h) Other (specify) - - - - - - - - - Sub- total (B)(1) 13,889,304 - 13,889,304 12 12,480,111 - 12,480,111 11 (1) 2. Non-Insistutional a) Bodies Corporate i. Indian 50,450,768 - 50,450,768 44.07 45,446,784 - 45,446,784 39.7 -4.37 ii. Overseas 2,465,304 - 2,465,304 2.15 2,465,304 - 2,465,304 2.15 0 b) Individuals i. Individual shareholders holding nominal share capital upto ` 1 lakh 14,485,128 3,118 14,488,246 13 24,441,523 3,043 24,444,566 21 9 ii. Individual shareholders holding nominal share capital in excess of ` 1 lakh 7,350,615 - 7,350,615 6 7,203,029 - 7,203,029 6 (0) c) Other Specific 1. NON-RESIDENT INDIANS(INDIVIDUALS) 1,181,049 - 1,181,049 1 2,211,814 - 2,211,814 2 1 2. FOREIGN NATIONALS 459,533 - 459,533 - 459,533 - 459,533 0 - 3. CLEARING MEMBER 403,252 - 403,252 - 213,882 - 213,882 0 (0) 4. DIRECTORS 14,144 - 14,144 - 14,144 - 14,144 0 - 5. TRUSTS 22,014 - 22,014 - 22,014 - 22,014 0 - Sub-total (B)(2) 76,831,807 3118 76,834,925 67.11 82,478,027 3043 82,481,070 72.04 4.93 Total Public Shareholding (B)=(B)(1)+(2) 90,721,111 3,118 90,724,229 79 94,958,138 3,043 94,961,181 83 4 C. Shares held by Custodian for GDRs & ADRs - - - - - - - - - GRAND TOTAL = (A) + (B) + (C) 114,480,708 3,118 114,483,826 100 114,480,783 3,043 114,483,826 100 - 16 | Annual Report 2014-15 i. Shareholding of Promoters Sl No. Shareholder’s Name Shareholding at the beginning of the Year Shareholding at the end of the Year Change in shareholding during the year No. of shares % of Total shares of the Company % of shares pledged / encumbered to total shares No. of shares % of Total shares of the Company % of shares pledged / encumbered to total shares 1 WISDOM GLOBAL ENTERPRISES LTD. 18,559,597 16.21 72.72 14,322,645 12.51 77.99 -3.70 2 CORE INFRAPOWER LIMITED 5,200,000 4.54 - 5,200,000 4.54 - - Total 23,759,597 20.75 56.81 19,522,645 17.05 57.22 -3.70 ii. Change in Promoter’s shareholding (please specify, if there is no change) Sl. No. No.of Shares held at the beginning of the year Cumulative Shareholding during the year Name of Promoter’s As on Date No. of Shares % of total shares of the Company No. of shares % of total shares of the Company 1 At the beginning of the year WISDOM GLOBAL ENTERPRISES LTD. 01-04-2014 18559597 16.21 18559597 16.21 Date wise Increase/Decrease in Promoters Share holding during the year 13/06/2014 -100000 0.09 18459597 16.12 20/06/2014 -48585 0.04 18411012 16.08 04/07/2014 -166408 0.15 18244604 15.94 11/07/2014 -368979 0.32 17875625 15.61 18/07/2014 -306299 0.27 17569326 15.35 25/07/2014 -231202 0.20 17338124 15.14 29/08/2014 -975479 0.85 16362645 14.29 05/09/2014 -610421 0.53 15752224 13.76 12/09/2014 -1299579 1.14 14452645 12.62 30/09/2014 -130000 0.11 14322645 12.51 At the End of the year 31/03/2015 - - 14322645 12.51 2 At the beginning of the year CORE INFRAPOWER LIMITED 01-04-2014 5200000 4.54 5200000 4.54 Date wise Increase/Decrease in Promoters Share holding during the year NIL NIL At the End of the year 31/03/2015 - - 5200000 4.54 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 17 iii. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders

of GDRs and ADRs): Sl. No. For each of the Top 10 Shareholders No.of Shares held at the beginning of the year Cumulative Shareholding during the year Name of Shareholder’s As on Date No. of Shares % of total shares of the Company No. of shares % of total shares of the Company 1 At the beginning of the year MASTER COMMODITY SERVICES LTD 01-04-2014 1,700,000 1.48 1,700,000 1.48 Date wise Increase / Decrease in Share holding during the year 18/04/2014 1,200,000 1.05 2,900,000 2.53 22/08/2014 -140,000 0.12 2,760,000 2.41 At the End of the year 31/03/2015 0 0.00 2,760,000 2.41 2 At the beginning of the year IDBI TRUSTEESHIP SERVICES LIMITED 01-04-2014 11,909,964 10.40 1.2E+07 10.40 Date wise Increase / Decrease in Share holding during the year 04/04/2014 -3,176,000 2.77 8,733,964 7.63 11/04/2014 -1,950,000 1.70 6,783,964 5.93 18/04/2014 -1,874,782 1.64 4,909,182 4.29 25/04/2014 -276,000 0.24 4,633,182 4.05 02/05/2014 -390,000 0.34 4,243,182 3.71 09/05/2014 -360,000 0.31 3,883,182 3.39 16/05/2014 -682,000 0.60 3,201,182 2.80 23/05/2014 -3,201,182 2.80 0 0.00 At the End of the year 31/03/2015 0 0.00 0 0.00 3 At the beginning of the year LIFE INSURANCE CORPORATION OF INDIA 01-04-2014 4,548,586 3.97 4,548,586 3.97 Date wise Increase/ Decrease in Share holding during the year NIL NIL At the End of the year 31/03/2015 0 0.00 4,548,586 3.97 4 At the beginning of the year MARIO OSCAR FRANCIS LOBO 01-04-2014 561,148 0.49 561,148 0.49 Date wise Increase/ Decrease in Share holding during the year 11/04/2014 114,752 0.10 675,900 0.59 18/04/2014 44,638 0.04 720,538 0.63 25/04/2014 391,500 0.34 1,112,038 0.97 02/05/2014 34,081 0.03 1,146,119 1.00 09/05/2014 446,387 0.39 1,592,506 1.39 23/05/2014 7,410 0.01 1,599,916 1.40 06/06/2014 106,345 0.09 1,706,261 1.49 20/06/2014 27,500 0.02 1,733,761 1.51 18/07/2014 107,797 0.09 1,841,558 1.61 25/07/2014 98,390 0.09 1,939,948 1.69 At the End of the year 31/03/2015 0 0.00 1,939,948 1.69 5 At the beginning of the year MASTER CAPITAL SERVICES LTD 01-04-2014 3821149 3.34 3,821,149 3.34 Date wise Increase / Decrease in Share holding during the year 04/04/2014 1134637 0.99 4,955,786 4.33 11/04/2014 83,474 0.07 5,039,260 4.40 18/04/2014 -1,124,251 0.98 3,915,009 3.42 25/04/2014 27,332 0.02 3,942,341 3.44 02/05/2014 -23,315 0.02 3,919,026 3.42 09/05/2014 -8,708 0.01 3,910,318 3.42 16/05/2014 1,365 0.00 3,911,683 3.42 18 | Annual Report 2014-15 Sl. No. For each of the Top 10 Shareholders No.of Shares held at the beginning of the year Cumulative Shareholding during the year Name of Shareholder’s As on Date No. of Shares % of total shares of the Company No. of shares % of total shares of the Company 23/05/2014 14,001 0.01 3,925,684 3.43 30/05/2014 75,864 0.07 4,001,548 3.50 06/06/2014 -7,037 0.01 3,994,511 3.49 13/06/2014 -5,724 - 3,988,787 3.48 20/06/2014 2,225 - 3,991,012 3.49 30/06/2014 -1,250 - 3,989,762 3.49 04/07/2014 19,615 0.02 4,009,377 3.50 11/07/2014 -34,112 0.03 3,975,265 3.47 18/07/2014 99,169 0.09 4,074,434 3.56 25/07/2014 -2,943,742 2.57 1,130,692 0.99 01/08/2014 -523,066 0.46 607,626 0.53 08/08/2014 58,448 0.05 666,074 0.58 15/08/2014 19,040 0.02 685,114 0.60 22/08/2014 2,125 - 687,239 0.60 29/08/2014 2,668 - 689,907 0.60 05/09/2014 1,615 - 691,522 0.60 12/09/2014 750 - 692,272 0.60 19/09/2014 12,250 0.01 704,522 0.61 22/09/2014 -4,500 - 700,022 0.61 30/09/2014 -2,159 - 697,863 0.61 03/10/2014 -300 - 697,563 0.61 10/10/2014 -10 - 697,553 0.61 17/10/2014 -400 - 697,153 0.61 24/10/2014 1,200 - 698,353 0.61 31/10/2014 -1,870 - 696,483 0.61 07/11/2014 1,370 - 697,853 0.61 14/11/2014 1,300 - 699,153 0.61 21/11/2014 882,645 0.77 1,581,798 1.38 28/11/2014 825 - 1,582,623 1.38 05/12/2014 100 - 1,582,723 1.38 12/12/2014 4,842 - 1,587,565 1.39 19/12/2014 -16,867 0.01 1,570,698 1.37 31/12/2014 -654,573 0.57 916,125 0.80 02/01/2015 -4,950 - 911,175 0.80 09/01/2015 -31,637 0.03 879,538 0.77 16/01/2015 12 - 879,550 0.77 23/01/2015 1,305 - 880,855 0.77 30/01/2015 -60 - 880,795 0.77 06/02/2015 -680 - 880,115 0.77 13/02/2015 1,500 - 881,615 0.77 20/02/2015 -350 -

881,265 0.77 27/02/2015 -71,589 0.06 809,676 0.71 06/03/2015 727 - 810,403 0.71 13/03/2015 2,600 - 813,003 0.71 20/03/2015 -5,360 - 807,643 0.71 27/03/2015 6,660 0.01 814,303 0.71 At the End of the year 31/03/2015 147,583 0.13 961,886 0.84 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 19 Sl. No. For each of the Top 10 Shareholders No.of Shares held at the beginning of the year Cumulative Shareholding during the year Name of Shareholder’s As on Date No. of Shares % of total shares of the Company No. of shares % of total shares of the Company 6 At the beginning of the year NIPPON INVESTMENT AND FINANCE COMPANY PR 01-04-2014 3,208,121 2.80 3,208,121 2.80 Date wise Increase/ Decrease in Share holding during the year 11/04/2014 -1,300,000 1.14 1,908,121 1.67 17/10/2014 3,516,800 3.07 5,424,921 4.74 24/10/2014 -600,000 0.52 4,824,921 4.21 31/10/2014 -250,000 0.22 4,574,921 4.00 07/11/2014 -300,000 0.26 4,274,921 3.73 21/11/2014 -600,000 0.52 3,674,921 3.21 At the End of the year 31/03/2015 - - 3,674,921 3.21 7 At the beginning of the year STOCK HOLDING CORPORATION OF INDIA LTD - 01-04-2014 2,700,000 2.36 2,700,000 2.36 Date wise Increase/ Decrease in Share holding during the year 25/07/2014 3,000,000 2.62 5,700,000 4.98 At the End of the year 31/03/2015 - - 5,700,000 4.98 8 At the beginning of the year ELM PARK FUND LIMITED 01-04-2014 2,768,583 2.42 2,768,583 2.42 Date wise Increase/ Decrease in Share holding during the year NIL NIL At the End of the year 31/03/2015 - - 2,768,583 2.42 9 At the beginning of the year MENTOR CAPITAL LIMITED 01-04-2014 1,699,683 1.48 1,699,683 1.48 Date wise Increase/ Decrease in Share holding during the year 06/06/2014 11,554 0.01 1,711,237 1.49 13/03/2015 -1,344,918 1.17 366,319 0.32 27/03/2015 -366,319 0.32 - - At the End of the year 31/03/2015 - - - - 10 At the beginning of the year TRANSLANDS INFRASTRUCTURE DEVELOPERS PVT. 01-04-2014 - - - - Date wise Increase/ Decrease in Share holding during the year 27/02/2015 70,000 0.06 70,000 0.06 06/03/2015 8,095,219 7.07 8,165,219 7.13 At the End of the year 31/03/2015 - - 8,165,219 7.13 11 At the beginning of the year Money Logix Securities Pvt. Ltd. 01-04-2014 2,166,000 1.89 2,166,000 1.89 Date wise Increase/ Decrease in Share holding during the year 29/08/2014 -2,166,000 1.89 - - At the End of the year 31/03/2015 - - - - 12 At the beginning of the year CITIGROUP GLOBAL MARKETS MAURITIUS PVT. LTD. 01-04-2014 2,463,190 2.15 2,463,190 2.15 Date wise Increase/ Decrease in Share holding during the year NIL NIL At the End of the year 31/03/2015 - - 2,463,190 2.15 13 At the beginning of the year RELIGARE FINVEST LTD. 01-04-2014 2,499,220 2.18 2,499,220 2.18 Date wise Increase/ Decrease in Share holding during the year 11/04/2014 3,000 0.00 2,502,220 2.19 20 | Annual Report 2014-15 Sl. No. For each of the Top 10 Shareholders No.of Shares held at the beginning of the year Cumulative Shareholding during the year Name of Shareholder’s As on Date No. of Shares % of total shares of the Company No. of shares % of total shares of the Company 23/05/2014 20,000 0.02 2,522,220 2.20 13/06/2014 -20,000 0.02 2,502,220 2.19 20/06/2014 10,700 0.01 2,512,920 2.20 30/06/2014 -100 - 2,512,820 2.19 11/07/2014 -2,700 - 2,510,120 2.19 08/08/2014 -721,000 0.63 1,789,120 1.56 05/09/2014 -465 - 1,788,655 1.56 12/09/2014 -20,000 0.02 1,768,655 1.54 22/09/2014 6,172 0.01 1,774,827 1.55 30/09/2014 -59,379 0.05 1,715,448 1.50 31/10/2014 -2,200 - 1,713,248 1.50 28/11/2014 -151,843 0.13 1,561,405 1.36 31/12/2014 -141,893 0.12 1,419,512 1.24 30/01/2015 -124,529 0.11 1,294,983 1.13 27/02/2015 -131,500 0.11 1,163,483 1.02 27/03/2015 -198,800 0.17 964,683 0.84 At the End of the year 31/03/2015 - - 964,683 0.84 14 At the beginning of the year VINA VIREN AHUJA 01-04-2014 2,370,000 2.07 2,370,000 2.07 Date wise Increase/ Decrease in Share holding during the year 06/03/2015 -2,370,000 2.07 - - At the End of the year 31/03/2015 - - - - 15 At the beginning of the year AVANI IMPEX PRIVATE LIMITED 01-04-2014 - - - - Date wise Increase/ Decrease in

Share holding during the year 13/03/2015 2,487,000 2.17 2,487,000 2.17 At the End of the year 31/03/2015 - - 2,487,000 2.17 16 At the beginning of the year AIRSPACE INFRASTRUCTURE PRIVATE LIMITED 01-04-2014 5,795,000 5.06 5,795,000 5.06 Date wise Increase/ Decrease in Share holding during the year 06/03/2015 -5,795,000 5.06 - - At the End of the year 31/03/2015 - - - - 17 At the beginning of the year SMARNIYA PROPERTIES PVT. LTD. 01-04-2014 2,770,000 2.42 2,770,000 2.42 Date wise Increase/ Decrease in Share holding during the year 31/12/2014 669,179 0.58 3,439,179 3.00 At the End of the year 31/03/2015 - - 3,439,179 3.00 18 At the beginning of the year BAKULESH TRAMBAKLAL SHAH 01-04-2014 1,150,800 1.01 1,150,800 1.01 Date wise Increase/ Decrease in Share holding during the year 29/08/2014 2,166,000 1.89 3,316,800 2.90 17/10/2014 -3,316,800 2.90 - - At the End of the year 31/03/2015 - - - - Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 21 iv. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount in `) Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i. Principal Amount 11,376,563,986 5,350,245,516.93 16,726,809,503 ii. Interest due but not paid 724,786,587 272,569,093 997,355,680 iii. Interest accrued but not due - - - - Total (i+ii+iii) 12,101,350,573 5,622,814,610 - 17,724,165,183 Change in Indebtedness during the financial year • Addition 1,315,313,860 393,611,244 1,708,925,105 • Reduction - - - - Net Change 1,315,313,860 393,611,244 1,708,925,105 Indebtedness at the end of the financial year i. Principal Amount 11,598,349,367 5,379,970,435 16,978,319,802 ii. Interest due but not paid 1,818,315,066 636,455,419 2,454,770,485 iii. Interest accrued but not due Total (i+ii+iii) 13,416,664,434 6,016,425,854 19,433,090,288 v. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sr. No. Particulars of Remuneration Name of MD/ WTD/ Manager Total Amount 1. Gross Salary Nikhil Morsawala Naresh Sharma (resigned w.e.f 12.11.2014) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 ` 1 Paid NIL ` 1 b. Value of perquisites u/s 17(2) Income-tax Act, 1961 c. Profits in lieu of salary under section 17(3) Income tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission - as a % of profit - others, specify 5 Other, please specify Total (A) Ceiling as per Act 22 | Annual Report 2014-15 B. Remuneration to other directors (Amount in `) Sr. No. Particulars of Remuneration Name of Directors Total Amount Sunder Shyam Dua Harihar Iyer Pundi Narsima 1 Independent Directors • Fee for attending Board committee meetings and Independent Directors meeting 220,000 40,000 80,000 340,000 • Commission Total (B)(1) 2 Other Non-Executive Directors • Fee for attending Board committee meetings • Commission Total (B) (2) Total (B)= (1)+(2) Total Managerial Remuneration Overall Ceiling as per the Act 1,00,000 per meeting 1,00,000 per meeting 1,00,000 per meeting 1,00,000 per meeting 1,00,000 per meeting - C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Amount in `) Sr. No. Particulars of Remuneration Key Managerial Personnel CEO* Company Secretary CFO Total 1. Gross Salary I. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 1,115,760 1,803,704 b. Value of perquisites u/s 17(2) Income-tax Act, 1961 c. Profits in lieu of salary under Section 17(3) Income tax Act, 1961 2 Stock Option 41,955 40,855 3 Sweat Equity 4 Commission - as a % of profit - others, specify 5 Other, please specify Total (A) 1,115,760 1,803,704 VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made, if any (give Details) A. Company Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil

B. Directors Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil C. Other Officers in Default Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 23 Auditors’ Certificate regarding compliance of conditions of Corporate Governance under Clause 49 of the Listig Agreement(s). To the Members, CORE Education & Technologies Limited We have examined the compliance of Corporate Governance by CORE Education & Technologies Limited for the year ended 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement (as amended from time to time) entered with the stock exchanges in India. The compliance of various provisions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of the procedures and implementations thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. On the basis of the records maintained by the Company and further certified by the Registrars & Share Transfer Agents of the Company, we state that there were no investor grievances pending for the period ended 31st March, 2015. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. Aniket Kulkarni & Associate Chartered Accountants (Registration No. 130521W) Aniket Kulkarni & Associate Proprietor Membership No.: 127246 Place: Mumbai Date: 17th August, 2015 Securities and Exchange Board of India (SEBI) introduced a formal code of Corporate Governance through Clause 49 of the Listing Agreement executed by the Company with the Stock Exchanges in India. Clause 49 of the Listing Agreement lays down several corporate governance practices, which are to be adopted by the listed companies. The Corporate Governance Code has been periodically upgraded to ensure that the companies follow and put into practice the best possible governance in managing the affairs of the Company with greater responsibility and transparency. This report sets out the status of various compliances adopted by the Company as set out in Clause 49 during the financial year 2014-15. We believe good governance practices stem from the culture and mindset of the organization. Over the years, governance processes, practices and systems have evolved at CORE to adopt the global standard practices. In addition to complying with statutory requirements, effective governance systems and practices, inter alia, towards transparency, disclosure, internal controls and promotion of ethics at work place have been institutionalized. Good governance is a continuing process and CORE reiterates its commitment to pursue and adopt global standards of Corporate Governance in the overall interest of the stakeholders. Our Company is listed on the BSE Limited and the National Stock Exchange of India Limited in India and forms part of ‘B’ Group, S & P BSE 500 Index on the BSE and CNX 500, CNX IT at the NSE. Report on Corporate Governance as per Clause 49 of the Listing Agreement is given hereunder: 1. Company’s Philosophy on Code of Governance At CORE, we believe that as we move forward of being global corporation, our corporate governance standards must also be globally benchmarked. Therefore we are committed to meet the aspiration of all our stake holders. This is reflected in the shareholders returns, credit ratings, governance practices, entrepreneurial and performance focused working environment. The Board of Directors and the Management of your Company have adopted the following

Code of Conduct: 1. To maintain the highest standards of transparency and professionalism in all aspects of decision and transactions. 2. To ensure that the core values of the Company are protected. 3. To ensure timely dissemination of all price sensitive information and other matters of interest to our stakeholders. 4. To ensure that the Board exercises its fiduciary responsibilities towards Shareholders, Creditors and other stakeholders. CORPORATE GOVERNANCE REPORT 24 | Annual Report 2014-15 5. To comply with such laws and regulations applicable to the Company. 6. To promote the interest of all stakeholders including customers, shareholders, employees, lenders, vendors and society. 2. Board of Directors The Board of Directors along with its committees provides leadership and vision to the management and supervises the functioning of the Company. The composition of the Board is governed by the Listing Agreement executed with the Stock Exchange(s), the Companies Act, 1956 and the provisions of the Articles of Association of the Company. The Board has an optimum combination of Executive and Non-Executive Directors as on 31st March 2015. Currently, the Company has four members on the Board of which two members are Independent Directors, one Non-Executive Director and one Non Executive Chairman of the Board is Non-Executive Director of the Company. We follow a self-certification process for ensuring that the criteria are fully met and the certificates are tabled before the Board. None of the Directors on the Company’s Board is a member of more than ten committees and Chairman of more than five committees across all the companies in which he or she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies. Also none of the Directors on board hold the office of Director in more than 15 public limited companies. The requisite information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is tabled before the Board for discussion and their consideration. The maximum time gap between two Board meetings did not exceed 4 months. The composition of the Board, attendance at Board meetings held during the year under review, number of Directorships and memberships is given below: Composition of Board and attendance of directors at Board meeting and AGM Name of Directors Category* Attendance in Board Meeting Attendance at Last AGM On the Board/Committee of other Companies Held Attended @ Directorship** Committee Chairmanship**** Committee Membership *** Mr. Sanjeev Mansotra CM & PD 6 1 NO 5 - - Mr. Naresh Sharma # PD & ED 6 3 NO 5 - - Mr. Sunder Shyam Dua ID 6 6 YES 2 - - Mr. Pundi L. Narasimham @ ID 6 1 NO Nil - - Mr. Nikhil Morsawala^ NED 6 5 YES 4 - 2 Mr. Harihar Iyer~ ID 6 1 NO Nil - - * PD – Promoter Director, CM – Chairman, ID – Independent Director, ED – Executive Director, NED – Non-Executive Director * In Indian public limited companies, as on 31.03.2014 * In Audit Committee and Shareholders Grievances Committee of Indian public limited companies as on 31st March, 2014. * Leave of absence has been granted to the Directors for the Board/Committee Meetings not attended by them. @ Mr. Pundi L. Narasimham ceased to be a Director with effect from 18th July, 2014. # Mr. Naresh Sharma ceased to be Director with effect from 12th November, 2014 ^ Mr. Nikhil Morsawala appointed as Non-Executive Director with effect from 12th August, 2015. Details of Board Meetings Held during the Year Date of Board Meeting Board Strength No. of Directors Present 10th June , 2014 6 4 14th August, 2014 5 4 4th September, 2014 5 3 14th November, 2014 5 2 14th February, 2015 4 2 17th August,2015 4 3 3. Board Committees The Board of Directors’ have constituted the Audit Committee, the Shareholders / Investors Grievance Committee, the Remuneration/ Compensation Committee, the Management Committee, the FCCB Committee and the Guarantee Committee. Each Committees’ roles and responsibilities have been defined and specified by the Board. Details of Committees membership and its Chairmanships are detailed as given below. A.

Audit Committee Composition of Committee, Meetings held and Attendance of the Members Names of the Members Position Mr. Sunder Shyam Dua Chairman Mr. Harihar Iyer ~ Member Mr. Nikhil Morsawala ^ Member Mr. Pundi L. Narasimham @ Member ~ Mr. Harihar Iyer appointed as member with effect from 14th August, 2014 @ Mr. Pundi L. Narasimham ceased to be a member with effect from 18th July, 2014. ^ Mr. Nikhil Morsawala appointed as Non Executive Director with effect from 12th August, 2015. Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 25 During the year, the Committee had met 4 times on 10-06-2014, 14-08-2014, 14-11-2014 and 14-02-2015. The Audit Committee Chairman attended the last Annual General Meeting. Details of meeting and attendance of the members: Attendance in Audit Committee Meetings Held Attended Mr. Sunder Shyam Dua 4 4 Mr. Pundi L. Narasimham @ 2 2 Mr. Nikhil Morsawala^ 4 4 Mr. Harihar Iyer ~ 2 2 @ Mr. Pundi L. Narasimham has ceased to be a Member with effect from 18th July, 2014. ^ Mr. Nikhil Morsawala appointed as Non Executive Director with effect from 12th August, 2015. Terms of Reference of the Audit Committee 1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956. b) Changes, if any, in accounting policies and practices and reasons for the same. c) Major accounting entries involving estimates based on the exercise of judgement by management. d) Significant adjustments made in the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of related party transactions. g) Qualifications in the draft audit report. 5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval a) Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. 6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. 7. Reviewing the adequacy of internal audit function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency on internal audit. 8. Discussion with internal auditors on any significant findings and follow up there on. 9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors. 12. Review the following information, 1. Management discussion and analysis of financial condition and

results of operations; 2. Statement of significant related party transactions (as defined by the audit committee), submitted by management; 3. Management letters/letters of internal control weaknesses issued by the statutory auditors; 4. Internal audit reports relating to internal control weaknesses. The Audit Committee has the following powers: - To investigate any activity within its terms of reference. - To seek information from any employee. - To obtain outside legal or other professional advice. - To secure attendance of outsiders with relevant expertise, if it considers necessary. B. Remuneration & Nomination Committee The Remuneration/Compensation Committee renamed as Remuneration & Nomination Committee by the Board at its meeting held on 14th August, 2014 has been constituted to recommend and review remuneration of the Managing Director and Executive Directors and to review the appointments of Senior Management Personnel. The Committee has been further authorized to administer and supervise the Employee Stock Option Scheme implemented by the Company. The committee meets as and when required. During the year, committee met one time on 10-06-2014. Currently the Remuneration & Nomination Committee is constituted with following members: Names of the Members Position Mr. Sunder Shyam Dua Chairman Mr. Pundi L. Narasimham @ Member Mr. Nikhil Morsawala^ Member @ Mr. Pundi L. Narasimham has ceased to be a Member with effect from 18th July, 2014. ^ Mr. Nikhil Morsawala appointed as Non Executive Director with effect from 12th August, 2015. 26 | Annual Report 2014-15 Attendance during the year Committee Members Attendance in Remuneration & Nomination Committee meeting Held Attended Mr. Sunder Shyam Dua 1 1 Mr. Pundi L. Narasimham @ 1 1 Mr. Nikhil Morsawala^ 1 1 @ Mr. Pundi L. Narasimham has ceased to be a Member with effect from 18th July, 2014. ^ Mr. Nikhil Morsawala appointed as Non-Executive Director with effect from 12th August, 2015. Brief Terms of Reference: 1. Make recommendations for appointment on the Board. 2. Recommend compensation payable to the Executive Directors and Senior Personnel. 3. Review of HR Policies / initiatives. 4. Administer & supervise Employees Stock Option Schemes. Remuneration Policy The remuneration policy approved by the Board of Directors, inter alia, provides for the following: Executive Directors 1. Salary & Commission not to exceed limits prescribed under the Companies Act, 1956. 2. No Sitting Fee to be paid for attending the Board / Committee meetings. 3. Promoter Director not eligible for participating in ESOS Non-Executive Directors 1. Sitting Fee and Commission not to exceed the limits prescribed under the Companies Act, 1956. 2. Eligible for Commission based on time, effort and output given by them. 3. Eligible for ESOP (other than Promoter Director) Details of Remuneration and Shareholding of Directors in the Company Name of Directors Salary Bonus / Commission Sitting Fees for Board & Committee meetings No. of Shares held as on 31st March, 2015 No. of Option Granted Mr. Sanjeev Mansotra - - - Nil Nil Mr. Naresh Sharma # - - - Nil Nil Mr. Sunder Shyam Dua * - - 220,000 14,144 150,000 Mr. Nikhil Morsawala^ 1 - - Nil 150,000 Mr. Harihar Iyer * - - 40,000 337,500 40,000 Mr. Pundi L. Narasimham @ - - 80,000 Nil Nil Notes: • The Company has not entered into any pecuniary relationship or transaction with the Non-Executive Directors. @ Mr. Pundi L. Narasimham ceased to be a Director with effect from 18th July, 2014. # Mr. Naresh Sharma ceased to be a Director with effect from 12th November,2014. ^ Mr. Nikhil Morsawala appointed as Non Executive Director with effect from 12th August, 2015 C. Stakeholders Relationship Committee The Shareholders / Investors Grievance Committee is renamed as Stakeholders Relationship Committee by the Board at its Meeting held on 14th August, 2014. The Committee, inter alia approves issue of duplicate share certificates, oversees and reviews all matters connected with transfer of shares and allotment of shares under CORE ESOS and allotment of shares against conversion of FCCBs of the

Company. The Committee also looks into redressal of investor complaints related to transfer of shares, non receipt of dividend and annual accounts etc. The Committee oversees the performance of the Registrar and Transfer agents of the Company. The Committee also monitors the implementation and compliance of the Company’s Code of Conduct for Prohibition of Insider trading in pursuance of the SEBI (Prohibition of Insider Trading) Regulations 1992. Composition of Stakeholders Relationship Committee Names of the Members Position Mr. Harihar Iyer ~ Chairman Mr. Pundi L. Narasimham @ Member Mr. Sunder Shyam Dua Member Mr. Nikhil Morsawala^ Member Mr. Naresh Sharma# Member Mr. Sanjeev Mansotra Member @ Mr. Pundi L. Narasimham ceased to be a Director with effect from 18th July, 2014. # Mr. Naresh Sharma ceased to be a Director with effect from 12th November, 2014. ^ Mr. Nikhil Morsawala appointed as Non Executive Director with effect from 12th August, 2015 The committee has met as and when required. During the year committee met one time on 10-06-2014 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 27 Attendance during the year Committee Members Attendance in Stakeholders Relationship Committee meeting Held Attended Mr. Pundi L. Narsimham @ 1 1 Mr. Sunder Shyam Dua 1 1 Mr. Nikhil Morsawala^ 1 1 Mr. Naresh Sharma # 1 1 Mr. Sanjeev Mansotra 0 0 @ Mr. Pundi L. Narasimham ceased to be a Director with effect from 18th July, 2014. # Mr. Naresh Sharma ceased to be a Director with effect from 12th November, 2014. ^ Mr. Nikhil Morsawala appointed as Non Executive Director with effect from 12th August, 2015 Brief Terms of Reference: 1. Redressal of shareholder/investors complaints related to transfer of shares. 2. Oversees and review all matters connected with transfer of securities of the Company and insider trading regulations. Shareholders/Investors Complaints during the year: Number of Shareholders Complaints at the beginning of the year: Nil Number of Shareholders Complaints Received during the year: Three Number of Complaints resolved to the satisfaction of Shareholders: Three Number of Complaints pending: Nil 4. Details of last 3 General Body Meetings Annual General Meeting (AGM) Date Time Venue No. of special resolution passed 29th AGM 30-09-2014 10:30 a.m. Hotel Ramada, 156, Millennium Business Park, MIDC, Sector 2, Mahape, Navi Mumbai 400 710. 4 28th AGM 26-09-2013 10:30 a.m. Hotel Ramada, 156, Millennium Business Park, MIDC, Sector 2, Mahape, Navi Mumbai 400 710. Nil 27th AGM 27-09-2012 12:30 p.m. Hotel Ramada, 156, Millennium Business Park, MIDC,Sector 2, Mahape, Navi Mumbai 400 710. 2 ii) Special Resolutions passed at the last 3 Annual General Meetings Year 2013-14 Special Resolution under Section 180(1)(c) of Companies Act 2013, to enable the Board of Directors to borrow money in excess of the aggregate of paid up share capital and free reserves of the company. Special Resolution under Section 180(1)(c) of Companies Act 2013, to enable the Board of Directors to create charge/mortgages to secure the borrowing. Special Resolution for sale of companies’ stake/investment in wholly owned subsidiaries either in whole part. Special Resolution for Adoption of new Article of Association of the company in conformity with provisions of the Company Act, 2013. Year 2012-13 Nil Year 2011-12 Special Resolution under Sections 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956 for Appointment of Mr. Naresh Sharma as Executive Director for a period of 5 years with effect from 1st April, 2012. Special Resolution under Section 81(1A) and other applicable provisions of the Companies Act, 1956 to create, offer, Issue and allot equity shares, ADRs , GDRs , FCCBs, etc. of an aggregate amount of USD 500 million. 5. Disclosures by Management a) No material, financial and commercial transactions were reported by the management to the Board, in which the management had personal interest having a potential conflict with the interest of the company at large. b) There were no material transactions with Directors

or Management, their associates or their relatives that may have potential conflict with the interest of the Company at large. c) There was no instance of non-compliance during the last three years by the Company on any matter related to capital market. There were neither penalties imposed nor strictures passed on the Company by Stock Exchanges, SEBI or any statutory authority. d) Though there is no formal Whistle Blower Policy, the Company takes cognizance of the complaints made and suggestions given by the employees and others. Anonymous complaints are also looked into and whenever necessary, suitable corrective steps are taken. Employees of the Company are freely accessible to the Audit Committee of the Board of Directors. e) The Company has fulfilled a non-mandatory requirement f) As prescribed in Annexure I D to Clause 49 of the Listing Agreement with the Stock Exchanges, related to constitution of Remuneration & Nomination Committee. 6. Means of Communication i. The Quarterly Unaudited results immediately after its declaration are published in Newspapers. ii. News Papers wherein the results are published: The Financial Express (English financial newspaper) & Lokmat (Marathi – regional language newspaper). 28 | Annual Report 2014-15 iii. The financial results are also displayed on the Company’s website at www.core-edutech.com iv. Official news releases are intimated to the Stock Exchanges immediately and are also displayed on the website of the Company. v. Presentations are made to Institutional Investors as and when requested. vi. As a part of green initiatives, the Company had e-mailed Annual Report of the Company for the year 2012-13 to the shareholders who had registered their e-mail id with their respective depositories; However, the Company had also sent physical copy of the Annual Reports to the shareholders. 7. General Shareholder information i. 30th Annual General Meeting ii. Date and Time: 30th September, 2015 at 10:00 A.M. iii. Venue: Hotel Country INN, Plot No.X4/5B TTC, Industrial Area, Mahape, Navi Mumbai.. iv. Financial year: April to March v. Book Closure Date: 23rd September, 2015 to 30th September, 2015. (both days inclusive - for the purpose of AGM) vi. Listing on Stock Exchange: BSE Limited (BSE) National Stock Exchange of India Limited (NSE) vii. Listing Fee: The Company has paid the annual listing fees for the year 2014-15. viii. Stock Code: BSE : 522199 NSE : COREEDUTECH Equity ISIN : INE247G01024 ix. Stock Market Data: Average of the High, Low and the close price during each month in last financial year as available from the websites of BSE and NSE: Month BSE NSE High (`) Low (`) Close (`) No. of shares traded High (`) Low (`) Close (`) No. of shares traded Apr-14 13.74 12.21 12.23 6,034,643 13.70 12.15 12.20 18,205,699 May-14 16.83 11.00 14.50 8,515,625 16.65 11.00 14.55 20,157,431 Jun-14 21.80 14.00 17.91 6,049,813 21.65 14.35 17.85 10,556,350 Jul-14 19.35 13.55 14.05 2,969,298 19.30 13.45 14.00 7,323,544 Aug-14 14.45 11.16 12.03 1,842,383 14.50 11.15 12.05 4,507,526 Sep-14 14.40 11.40 11.66 5,140,441 14.35 11.30 11.70 13,646,725 Oct-14 11.92 9.10 11.04 1,423,996 11.90 9.00 11.00 4,731,427 Nov-14 11.53 9.00 9.13 1,500,387 11.50 8.95 9.15 5,342,929 Dec-14 10.52 8.50 8.75 1,873,511 10.55 8.40 8.75 5,584,375 Jan-15 14.00 8.73 10.92 5,542,771 13.95 8.60 10.95 12,128,728 Feb-15 11.49 9.25 10.23 1,238,177 11.40 9.30 10.25 3,443,855 Mar-15 10.28 6.30 7.70 3,103,801 10.35 6.30 7.85 7,307,143 x) Registrar & Transfer Agents & Investor Correspondence All shareholders Complaints/Queries in respect of their shareholding may be addressed to the Company’s Registrar & Share Transfer Agent. Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 29 M/s. Adroit Corporate Services Private Limited 19, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400 059 Phone: 022 42270400 / 2859 6060 Fax No.: 022 28503748 E-mail id: [email protected] Investors may directly contact the Compliance Officer of the Company at [email protected] for any type of complaints or queries. Dematerialization of

Shares and Liquidity The Shares of the Company are tradable only in dematerialized (electronic) form and are available for trading under both the depository systems in India – National Securities Depository Ltd. (NSDL) & Central Depository Services (India) Ltd. (CDSL) 99.997% of the Company’s share are held in electronic form as on 31st March, 2015. Sl. No. Category No. of Shareholders Total Shares % of Equity 1. NSDL 19,784 88,192,381 77.03% 2. CDSL 12,446 26,288,402 22.96% 3. PHYSICAL 5 3,043 .00% TOTAL 32,235 114,483,826 100.00% Share Transfer System Shareholders/investors are requested to send share transfer related documents directly to our Registrar and Share Transfer Agents whose address is given as above in this section. If the transfer documents are in order, the transfer of share(s) is registered within 15 days of receipt of transfer documents by our Registrar and Share Transfer Agents. Distribution of shareholding as on 31st March, 2015. A. Distribution of Shares by Shareholders Category as on 31st March, 2015 Sl. No. Shareholders Category No. of Shareholders Shares Held Voting Strength % 1. RESIDENT INDIVIDUALS 31,157 30,936,173 27.02 2. NON-RESIDENT INDIANS(INDIVIDUALS) 314 2,211,814 1.93 3. CORPORATE BODIES (PROMOTOR) 5 19,522,645 17.05 4. CORPORATE BODIES 578 44,358,809 38.75 5. BANKS 2 8,300 0.01 6. DIRECTORS 1 14,144 0.01 7. EMPLOYEES 19 711,422 0.62 8. FOREIGN INSTITUTIONAL INVESTORS 13 5,566,977 4.86 9. TRUSTS 6 22,014 0.02 10. CLEARING MEMBER 61 213,882 0.19 11 CORPORATE BODY - BROKER 71 1,087,975 0.95 12 CENTRAL/STATE GOVT. INSTITUTIONS 4 6,904,834 6.03 13 FOREIGN CORPORATE BODIES 2 2,465,304 2.15 14 FOREIGN NATIONALS 2 459,533 0.40 Total 32,235 114,483,826 100.00 B. Top Ten Shareholder as on 31st March 2015. Sl. No. Name of Shareholder’s No. of shares % of total shares of the company 1 TRANSLANDS INFRASTRUCTURE DEVELOPERS PVT. 8,165,219 7.13 2 STOCK HOLDING CORPORATION OF INDIA LTD. 5,700,000 4.98 3 LIFE INSURANCE CORPORATION OF INDIA 4,548,586 3.97 4 NIPPON INVESTMENT AND FINANCE COMPANY PR 3,674,921 3.21 5 SMARNIYA PROPERTIES PVT. LTD. 3,439,179 3.00 6 ELM PARK FUND LIMITED 2,768,583 2.42 7 MASTER COMMODITY SERVICES LTD. 2,760,000 2.41 8 AVANI IMPEX PRIVATE LIMITED 2,487,000 2.17 9 CITIGROUP GLOBAL MARKETS MAURITIUS PVT. LTD. 2,463,190 2.15 10 MARIO OSCAR FRANCIS LOBO 1,939,948 1.69 30 | Annual Report 2014-15 C. Distribution of Share according to size of holding Sl. No. No. of Shares No. of Shareholders % of Total Shareholders Total Shares Amount (`) % 1 Upto - 100 14,273 44.28 768,368 1,536,736 0.67 2 101 - 500 9,725 30.17 2,876,029 5,752,058 2.51 3 501 - 1000 3,459 10.73 2,935,120 5,870,240 2.56 4 1001 - 2000 2,093 6.49 3,310,839 6,621,678 2.89 5 2001 - 3000 799 2.48 2,105,490 4,210,980 1.84 6 3001 - 4000 382 1.19 1,387,801 2,775,602 1.21 7 4001 - 5000 375 1.16 1,800,068 3,600,136 1.57 8 5001 - 10000 594 1.84 4,428,494 8,856,988 3.87 9 10001 - 20000 269 0.83 3,851,289 7,702,578 3.36 10 20001 - 50000 142 0.44 4,554,753 9,109,506 3.98 11 50001 & Above 124 0.38 86,465,575 172,931,150 75.53 Total 32,235 100 114,483,826 228,967,652 100.00 *One of the promoters, Wisdom Global Enterprises Limited, hold shares through six demat accounts. Hence, the difference of five shareholders appears in the above tables. Details of Foreign Currency Convertible Bonds (FCCBs): Details of ADR/GDR or any Convertible instruments, conversion date and likely impact on equity: Foreign Currency Convertible Bonds: The Company had issued USD 60,000,000 - 7% Convertible Bonds due 2015 vide Offering Circular with an upsize of USD 15,000,000 which were fully subscribed. The said issue was closed on 16th May, 2010 and an aggregate of USD 75,000,000 were raised. During the year under review, USD Nil (previous year NIL) FCCBs were converted and Nil equity shares (previous year NIL equity shares) were allotted to the Bondholders and there is an outstanding of USD 48,937,000 bonds as on 31st March, 2015. Utilization of proceeds from FCCB’s: Proceeds from FCCB’s were utilized for acquisition of overseas companies and

investment in existing overseas subsidiaries and for eligible capital expenditure in India in accordance with Utilization Proceeds as mentioned in the said Offering Circular. Employee Stock Option Schemes: The Company had introduced CORE Employee Stock Options Scheme 2007 in April 2007 reserving 4,500,000 stock options to the eligible employees and the directors of the Company and also for the employees of the subsidiaries. During the financial year 2014-15, Nil stock options (previous year NIL stock options) were exercised and equivalent number of equity shares were allotted to the eligible employees, on exercise of their stock options granted under the said Scheme. Under this Scheme, Nil stock options (previous year NIL stock options) were outstanding as on 31st March, 2015. Details of vested, live and lapsed options are given in the Directors’ Report The Company had also introduced CORE Employee Stock Option Scheme 2009. During the financial year under report, the Company had granted Nil stock options (previous year NIL stock options) to the eligible employees of the Company. During the year under Report, Nil stock options (previous year NIL stock options) were exercised and equivalent number of equity shares of ` 2/- each, were allotted to the eligible employees/ Directors of the Company and employees of the subsidiary companies under the said Scheme. Under the said Scheme, 1,218,458 stock options (previous year NIL stock options) were outstanding as on 31st March, 2015. The details of vested, live and lapsed options are given in the Directors’ report. Office Locations Registered Office : Unit No.1-4, Building No.4, Sector III, Millennium Business Park, Mahape, Navi Mumbai 400 710 Corporate Office : Lotus Business Park, 10th Floor, Dalia Industrial Estate, Off Andheri Link Road, Andheri (W), Mumbai 400 053 Global Delivery Centers: : Unit No. 403, 4th floor, Multistoried Building, SEEPZ – SEZ, Andheri (E), Mumbai 400 093 On behalf of the Board of Directors Sanjeev Mansotra Non-Executive Chairman Dated: 17th August, 2015 DIN No: 01030000 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 31 CEO & CFO Certification Mr. Sanjeev Mansotra, Non-Executive Chairman and Mr. Nikhil Morsawala, Director have provided requisite certificate to the Board pursuant to subclause V of the Clause 49 of the Listing Agreement with the Stock Exchange(s). Code of conduct and ethics for Directors and Senior Management personnel The Board of Directors at its meeting held on 22nd December, 2005, adopted the Code of Conduct for Directors and senior management personnel. Further, Code of Conduct for prevention of Insider Trading in the securities of the Company as amended by Securities and Exchange Board of India (SEBI), in the SEBI (Prohibition of Insider Trading) Regulations, 2008 was revised vide Board Resolution dated 28th January, 2009 and subsequently on 30th July, 2011. A copy of the Code has been put on the Company’s website. The Code has been circulated to all members of the Board and senior management personnel who have confirmed compliance with the same for the year ended 31st March, 2015. Insider Trading Policy In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulation 1992, (as amended from time to time) and to preserve the confidentiality of all unpublished price sensitive information as well as to prevent the misuse of such information, the Company has adopted an insider trading policy for the Directors and specified employees of the Company, relating to dealing in the shares of the Company, that provides for information from the employees. Compliance of the Insider Trading Policy is monitored by the Compliance Officer of the Company. A declaration signed by the Chairman is given as below I hereby confirm that: The Company has obtained from all members of the Board and Senior Management personnel, affirmation that they have complied with the Code of Conduct for Directors and Senior Management personnel for the financial year 2014-15. Sanjeev Mansotra Non-Executive Chairman

Dated: 17th August, 2015 DIN No: 01030000 32 | Annual Report 2014-15 FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015. [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members CORE Education & Technologies Limited [CIN :L51900MH1985PLC035915], Unit No. 1-4, Building No. 4, Sector Iii, Millennium Business Park, Mahape, Mumbai - 400 710. Dear Sirs, I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CORE Education & Technologies Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by CORE Education & Technologies Limited(“the Company”) for the financial year ended on 31st March, 2015,according to the provisions of: I. The Companies Act, 2013 (the Act) and the Rules made there under; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder; III. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder; IV. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) as amended till date to the extent applicable to the Company:- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; Secretarial Audit Report c) Bye Laws of Stock exchange; d) The Securities Contracts Regulations Rules; e) The Memorandum and Articles of Association. V. Other applicable laws: a) The Bombay Shops and Establishments Act, 1948; b) Provident Fund Act I have also examined compliance with the applicable clauses of the following: i) Secretarial Standards issued by The Institute of Company Secretaries of India. ii) The Listing Agreements entered into by the Company with the BSE Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. Based on the information provided by the heads of departmentand documents submitted to me, onnotices/disputes/dues/prosecutions etc from various statutory authorities and its compliances, the following matters were in the process of compliance: • Resignation of CompanySecretary was accepted on 15th January, 2015 by Circular Resolution; thereafter the Company is in the process of appointing Company Secretary. KMP • Various Policies such as Related Party, CRS, Risk Management, Whistle Blower, and NRC were to bepublished on the website. • Corporate Governance report under Clause 49 need to be complied with, in terms of Audit Committee as there are only two members in the Audit Committee. • No Independent Directors Meeting was held during the year. • All the reporting with respect to SEBI regulation was verified only to the extent available on BSE site. We have been informed by management that the Company is defending various legal cases at various courts and jurisdiction against banks and financial institutions; however there are no prosecution/initiation of legal action under any of the ongoing cases. There are no legal action

initiated by any statutory authorities. • Application for RBI extension : The Company has made application to RBI for extension of realisation of export proceeds which are due over 365 days. • Notice: SEBI/Stock Exchange have issued notice for non-appointment of Women Director as per information from the Management. • Defaults: It is observed that the Company has defaulted in repayment of Principle and Interest for FCCB which was due on May, 2015. Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 33 Hotel Ramada, 156, Millennium Business Park, MIDC, Sector 2, Mahape, Navi Mumbai 400 710 on 30th September, 2014 at 10:30 a.m. • Ongoing legal Matters: Party Matter Status Court IHDP vs CETL U/S 138 Pending Saket SREI vs CETL U/S 138 Pending Kolkatta - MM Court SREI vs CETL U/S 420 Pending Kolkatta - MM Court SREI vs CETL U/S 420 Pending Kolkatta - MM Court SIDBI vs CETL U/S 138 Stay Order Killa Court Barc vs CETL U/S 138 Stay Order Killa Court SICOM vs CETL U/S 138 Pending Andheri Court Credit Suisse vs CETL Winding-Up Pending Mumbai HC Barc vs CETL Winding-Up Pending Mumbai HC Wipro vs CETL Winding-Up Pending Mumbai HC HPFS vs CETL Winding-Up Notice received & replied Mumbai HC SIDBI vs CETL Winding-Up Notice received & replied Mumbai HC SREI vs CETL Arbitration Pending Kolkatta CASES FILED BY COMPANY CETL vs SIDBI Criminal Application Stay Order Mumbai HC CETL vs Barc Criminal Application Stay Order Mumbai HC 2. I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to: a) maintenance of various statutory registers and documents and making necessary entries therein; b) closure of the Register of Members; c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government; d) service of documents by the Company on its Members, Auditors and the Registrar of Companies; e) notice of Board meetings and Committee meetings of Directors; f) the meetings of Directors and Committees of Directors including passing of resolutions by circulation; g) the 29th Annual General Meeting held on 30th September 2014; h) minutes of proceedings of General Meetings and of the Board and its Committee meetings; i) approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required; j) constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors; k) payment of remuneration to Directors including the Chief Executive Officer and Whole-time Directors; l) declaration and payment of dividends; m) investment of the Company’s funds including investments and loans to others. During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. 3. I further report that: The Board of Directors of the Company was duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors during the year ended 31st March, 2015. The changes in the composition of the Board of Directors that took place during the period under review were required to be carried out. Annual Financial Statement for the period ended 31st March, 2014 was yet to be filed with Registrar of Companies, Mumbai. Forms pertaining to the Companies Act, 2013 were filed after paying additional fees. Notice along with the agenda and detailed notes on agenda, is given to all directors to schedule the Board Meetings, generally at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through, however, no dissenting members’

views present as part of the minutes. 4. I further report that: Based on the information received and records maintained, there are adequate systems andprocesses in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. • There were outstanding on account of VAT, TDS and Profession Tax during the year. • The Company is a loss making entity. The debt restructuring efforts have also not materialised as reported by Auditors of the Company. Jaiprakash R Singh & Associates Practicing Company Secretary FCS Jaiprakash Singh Place : Mumbai FCS No.: 7391 Date : 17th August, 2015 C P No.: 4412 34 | Annual Report 2014-15 To, The Members CORE Education & Technologies Limited [CIN :L51900MH1985PLC035915], Unit No. 1-4, Building No. 4, Sector Iii, Millennium Business Park, Mahape, Mumbai - 400 710. My report of even date is to be read along with this letter. 1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes, as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done based on the records and documents provided, on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion. Annexure- Secretarial Audit Report. 3. I have not verified the correctness and appropriateness of financial records and books of account of the Company. 4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company. Jaiprakash R Singh & Associates Practicing Company Secretary FCS Jaiprakash Singh Place : Mumbai FCS No.:7 391 Date : 17th August, 2015 C P No.: 4412 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 35 Independent Auditor’s Report To, The Members of Core Education and Technologies Limited Report on the Financial Statements We have audited the accompanying financial statements of Core Education and Technologies Limited (“the Company”), which comprise the Balance Sheet as at 31/03/2015, the Statement of Profit and Loss, for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements 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 financial statements that

give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the financial statements. 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, of the state of affairs of the Company as at 31/03/2015, and its Loss for the year ended as on that date. Emphasis of Matter We invite attention to the following notes: a) Note No. 37 (b) of the accompanying financial statement of the company in respect of increase in its overdue trade receivable, default in repayment of its dues to lenders and debenture holders, salary arrears and arrears of statutory dues, etc., which indicates the existing of material uncertainty that may cast significant doubt about the Company’s ability continue as going concern. As informed to us by management, the Empowered Group of Corporate Debt Restructuring (CDR) Cell has admitted the Company’s application under the CDR Scheme. The company’s ability to continue as a going concern is dependent, interalia on the successful outcome of its application under CDR scheme and timely recovery of the trade receivable. On the basis of its strong expectation of the successful outcome of its CDR application, and other reason stated in the aforesaid Notes, the company has prepared the accompanying financial the statements on going concern assumption. b) Note No. 37(c ) of the accompanying financial statements of the Company relating to9 the termination order received from Haryana Government for the ICT Project and invocation of bank guarantee of ` 295,000,000. The company has filed a special petition in the honourable Supreme Court against termination order. The Company believes that it has a strong case on merits. The matter, being sub-judice pending the outcome of the legal proceedings, no adjustment has been made to the carrying value of receivables of ` 748,319,014/- and of the fixed assets of ` 1,002,144,968/- at this stage, for this project. c) Note No 37(d) of the accompanying financial statements of the Company relating to trade receivables which have remained overdue for extended period of time. In the opinion of the management, these are fully recoverable. The Company has received year-end balance confirmations from these trade receivables and accordingly no provision is deemed necessary by the Company. Our opinion is not qualified in

respect of these matters d) Debtors of ` 2,406,489,894 from subsidiaries are outstanding for more than 2 years. These debtors are 50.12% of the total debtors and there is an uncertainty regarding their recovery. e) Since the external liability of the Company are very high and due to increase in its overdue trade receivables, default in repayment of its dues to lenders and debenture holders and arrears of statutory dues., etc.,. The current liabilities of the Company are far exceeding the current assets of the Company which clearly indicates the existence of material uncertainty that may cast doubt about the Company’s ability to continue as a going concern. As informed to us by the management the Corporate Debt Restructuring (CDR) application has also been rejected under the CDR scheme. In view of the exit from CDR there is an intrinsic risk to the continuing of operation on a going concern basis. Our opinion is qualified in respect of points d and e above. Report on Other Legal and Regulatory Requirements This report doesn’t include a statement on the matters specified in paragraph 3 and 4 of the Companies (Auditor’s Report) Order, 2015, issued by the department of company affairs, in terms of sub-section 11 of Section 143 of the companies Act, 2013 since in Our opinion and according to the information and explanation given to us, the said order is not applicable to the Company. As required by Section 143 (3) of the Act, we report that: (a) 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) 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, and dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (e) On the basis of the written representations received from the directors as on 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 from being appointed as a director in terms of Section 164 (2) of the Act. (f) 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, 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 financial statements. ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. For Aniket Kulkarni & Associates Firm Registration No. 130521W (Chartered Accountants) Aniket Kulkarni Place: Mumbai Proprietor Date: 17th August, 2015 M. No. 127246 36 | Annual Report 2014-15 Annexure to Independent Auditors’ Report The Annexure referred to in our report to the members of Core Education and Technologies Limited the Company’) for the year Ended on 31st March, 2015. We report that: i. In respect of its fixed assets: a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. b) As explained to us, all the fixed assets have not been physically verified by the management in a phased periodical manner. ii. In respect of its inventories: The inventories of the Company comprises of software work-inprogress, being Intangible in nature this clause is not applicable to the company iii. In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013: a) The Company has not granted any loans for the parties covered under Section 189 of the Companies Act,

2013 b) Since no loans have been granted this clause is not applicable to the Company. iv. In our opinion and according to the information and explanations given to us, the Company needs to strengthen the internal control system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system. v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company. vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, the cost audit is not applicable to the Company. vii. In respect of statutory dues: a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues have not been regularly deposited with the appropriate authorities. The undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31st, 2015 for a period of more than six months from the date of becoming payable. b) According to records of company, there are pending dues of sales tax which have not been deposited within the due date of becoming payable. The tabular format of pending statutory dues is as under:- Statutory Dues Total Amount Due for more than 6 months TDS on Professional Fees 18,263,949 17,784,327 TDS on Salary 11,510,105 11,499,652 TDS on Rent 8,494,845 8,494,845 TDS on Contract 9,891,506 9,801,370 TDS on Non Resident 8,326,773 8,326,773 TDS on Brokerage/ Commission 33,694 33,694 TDS on Interest 54,640,370 47,475,916 Profession Tax 857,250 857,250 VAT 32,033,899 32,033,899 c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time. viii. The Company has incurred financial/cash losses in the immediately preceding previous year and also in this financial year. As a result of it the net worth of the Company is negative. ix. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayment of dues to financial institutions, banks and debenture holders. Details are as under:- The delay in repayment of the dues to bank/ financial institutions/ debenture holders and other parties are as follows: Sr. No. Particulars Principal Interest Total 1 Banks More than 180 days - - - Less than 180 days 96,389,487 - 96,389,487 2 Debenture Holders More than 180 days - - - Less than 180 days - - - 3 Financial Institution More than 180 days - - - Less than 180 days - - - 4 Others More than 180 days - - - Less than 180 days - - - Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 37 Further the Company has continuing default in respect of following dues to bank/ financial institutions/ debenture holders and other parties as at year ended: Sr. No. Particulars Principal Interest Total 1 Banks More than 180 days 5,539,379,560 721,458,451 6,260,838,011 Less than 180 days 236,443,056 264,010,569 500,453,625 2 Debenture-holders More than 180 days 237,000,000 270,971,161 507,971,161 Less than 180 days 369,000,000 85,278,216 454,278,216 3 Lease obligations More than 180 days - - Less than 180 days - - - 4 Financial Institution More than 180 Days 5,024,756,154 498,142,450 5,522,898,604 Less than 180 Days 124,444,772 292,280,074 416,724,846 Total x. The Company has given guarantees of ` 5,643,039,170 for loans taken

by its wholly owned subsidiaries viz. Core Education and Consulting Solutions INC., USA and Core Education and Consulting Solutions (UK) Ltd 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. xi. The Company has not raised new term loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised. xii. In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. For Aniket Kulkarni & Associates Firm Registration No. 130521W (Chartered Accountants) Aniket Kulkarni Place: Mumbai Proprietor Date: 17th August, 2015 M.No. 127246 38 | Annual Report 2014-15 As per our report of even date For and on behalf of the Board For Aniket Kulkarni & Associates Chartered Accountants Firm Registration No. 130521 W Sanjeev Mansotra Non-Executive Chairman DIN No. 01030000 Aniket Kulkarni Proprietor Membership No. 127246 Nikhil Morsawala Director DIN No. 00214587 Ashutosh Ghare CEO Date: 17th August, 2015 Place: Mumbai (Amount in `) Particulars Note No. As at 31st March, 2015 As at 31st March, 2014 EQUITY AND LIABILITIES Shareholder's Funds Share Capital 1 228,967,652 228,967,652 Reserves and Surplus 2 (1,071,713,011) 9,808,228,951 (842,745,359) 10,037,196,603 Non-Current Liabilities Long-term borrowings 3 6,134,097,979 7,316,857,552 Deferred tax liabilities (Net) 4 - - Long-term provisions 5 1,710,621 2,161,785 6,135,808,600 7,319,019,337 Current Liabilities Short-term borrowings 6 6,150,239,116 5,952,051,367 Trade payables 7 793,174,380 1,012,518,457 Other current liabilities 8 9,579,324,558 6,899,037,756 Short-term provisions 9 448,859,953 461,716,048 16,971,598,007 14,325,323,627 Total 22,264,661,248 31,681,539,568 ASSETS Non-current assets Fixed assets Tangible assets 10 3,902,832,554 4,836,283,543 Intangible assets 11 539,686,486 2,994,471,569 Fixed assets 4,442,519,041 7,830,755,112 Non-current investments 12 9,322,549,457 13,375,546,932 Long-term loans and advances 13 207,395,710 201,213,742 13,972,464,208 21,407,515,786 Current assets Inventories 14 - 287,434,668 Trade receivables 15 4,801,085,390 5,135,999,047 Cash and Cash Balances 16 195,146,599 197,672,394 Short-term loans and advances 17 3,295,965,051 4,652,917,672 8,292,197,040 10,274,023,782 Total 22,264,661,248 31,681,539,568 See accompanying notes forming part of the financial statements - 1 to 37 BALANCE SHEET AS AT 31ST MARCH, 2015 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 39 (Amount in `) Particulars Note No. For the year ended 31st March, 2015 For the year ended 31st March, 2014 Revenue from operations 18 3,437,559,223 6,275,325,093 Other Income 19 480,489,276 (33,407,967) Total Revenue 3,918,048,499 6,241,917,126 Expenses: Operating Cost 20 1,429,875,859 3,303,472,114 Changes in inventories of work-in-progress 21 287,434,668 530,030,982 Employee benefit expenses 22 75,038,978 189,455,283 Finance costs 23 1,940,841,923 2,080,857,155 Depreciation and amortization expense 10 & 11 4,972,390,071 2,472,346,850 Other expenses 24 1,906,207,894 2,173,940,335 10,611,789,393 10,750,102,719 Total Expenses 10,611,789,393 10,750,102,719 Profit /(Loss) before Tax & Exceptional Items (6,693,740,894) (4,508,185,593) EXCEPTIONAL ITEMS (Refer Note 38(a) ) a) ICT Project expenses written-off - 745,974,392 b) Impairment of Investment 4,052,948,378 - 4,052,948,378 745,974,392 Profit/(loss) before tax after exceptional items (10,746,689,272) (5,254,159,985) Tax expense: Current tax - current year - - Deferred tax/(credit) - - (232,840,350) Profit/(Loss) for the year (10,746,689,272) (5,021,319,635) Earning per equity share (Face Value per share ` 2/-): 29 Basic (93.87) (43.16) Diluted (93.87) (43.16) See accompanying notes

forming part of the financial statements - 1 to 37 STATEMENT OF PROFIT and LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 As per our report of even date For and on behalf of the Board For Aniket Kulkarni & Associates Chartered Accountants Firm Registration No. 130521 W Sanjeev Mansotra Non-Executive Chairman DIN No. 01030000 Aniket Kulkarni Proprietor Membership No. 127246 Nikhil Morsawala Director DIN No. 00214587 Ashutosh Ghare CEO Date: 17th August, 2015 Place: Mumbai 40 | Annual Report 2014-15 NOTES forming part of the Financial Statements Significant Accounting Policies: (i) Basis of Preparation of Financial Accounts These financial statements have been prepared under the historical cost convention, on accrual basis and are in accordance with the generally accepted accounting principles (GAAP) in India, the provisions of the Companies Act, 2013 and the Accounting Standards as specified in the Companies (Accounts) Rules, 2014. (ii) Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statement and reported amounts of income and expenses during the period. Any revision to accounting estimates and or difference, if any, between the actual results and estimates is recognized in the period in which the results are known. (iii) Tangible Fixed Assets All fixed assets are stated at cost less accumulated depreciation. Cost is inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their present working condition. Capital Work-in-Progress represents cost of fixed assets that are not yet ready for their intended use as at the Balance sheet date. (iv) Intangible Assets Intellectual Property Rights (IPR) and software Licences which have been separately paid for and put to use are shown under “Fixed Assets” in the Balance Sheet. Expenses incurred for software product development are expensed as incurred unless technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Company has an intention and ability to complete and use or sell the software and the costs can be measured reliably. Such expenses for acquiring intellectual property rights & licenses for projects under development on balance sheet date are shown under Capital Work-in-Process. (v) Depreciation Depreciation on fixed assets is provided on the basis of useful lives as per Part C of Schedule II to the Companies Act, 2013, except depreciation on assets used in BOOT projects which are depreciated equally over the period of respective projects, depreciation on foreign branch assets has been provided at the rates followed under the relevant law of the foreign country which are: Computers 5%; Furniture & Fixture 5% and Computer Software are amortized over 5 years. (vi) Impairment of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss, if any is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. (vii) Leases (a) Lease arrangement, where the risks and rewards incidental to ownership of an asset substantially vests with the lessor, are recognized as operating leases. Lease payments under operating lease are recognized as an expense in the profit & loss account. Operating lease rentals are expensed with reference to lease term and other considerations. (b) The lower of the fair value of the assets and present fair value of the minimum lease rentals is capitalised as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to profit and loss account. (viii) Foreign Currency Transactions a) Transactions denominated in foreign currencies are recorded at the rate of exchange prevailing on the date of transactions. b) Monetary items denominated in foreign currencies at the year end are restated

at year end rates. c) Non-monetary foreign currency items are carried at cost. d) In respect of foreign operations, which are non-integral operations, all assets and liabilities, both monetary and non-monetary, are translated at closing rate, while all income and expenses are translated at average exchange rate for the year. The resulting exchange differences are accumulated in the ‘Foreign Currency Translation Reserve’. e) Any income or expense on account of exchange difference either on settlement translation or restatement, is recognized in the profit and loss account. (ix) Investments Current investments are carried at the lower of the cost and fair market value. Long-term investments are stated at cost. Cost includes costs incidental to acquisition such as legal costs, investment banking fees etc. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. (x) Inventories The portion of the Software development contracts which has remained unbilled, though partly completed is inventorised as “Software Development – Work-in-Process.” The aggregate of ‘Software Development’ income and the inventories viz. “Software Development – Work-in-Process” is restricted to the contract value or the net realizable value of the work completed or the cost, whichever is less. For this purpose, manpower cost of the software development team and other directly attributable costs are considered for valuation. (xi) Revenue Recognition Our revenues for software development, both domestic and international, are generated primarily on fixed time frame and time and material basis. Revenue from software services under fixed-price contracts is recognized to the extent of billings due on achievement of milestones specified in the agreement. The expenditure incurred on unbilled services are inventoried. On time-and-materials contracts, revenue is recognized as the related services are rendered. Revenue from the sale of user licenses for software applications is recognized on transfer of the title in the user license. Revenue from ICT contracts which are on BOOT/ BOO basis are recognized equally over the contract period post implementation of contract. Revenues in case of hardware and software trading are recognized as and when these are delivered. (xii) Employee Benefits a) Short-term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 41 b) In respect of Indian operations of the Company, postemployment and other long-term employee benefits are recognized as an expense in the profit and loss account for the year in which the employee has rendered services. The expense is recognized at the present value of the amount payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of post employment and other long-term benefits are charged to the profit and loss account. c) In respect of employee stock options, the intrinsic value of the options, i.e. the excess of market price of the underlying share on the date of the grant over the exercise price of the option is accounted as deferred employee compensation cost to be amortized over the vesting period. (xiii) Borrowing Cost Borrowing costs that are specifically attributable to the acquisition or construction of qualifying asset are capitalised as part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying asset is an asset that necessarily requires/takes a substantial period of time to get ready for its intended use. All other borrowing costs, i.e. not specifically attributable to the qualifying asset are charged to revenue in the period in which those are incurred. (xiv) Taxes on Income Current Income Tax comprises of taxes on income from operations in India and in foreign jurisdictions. Income tax liability in India is determined and provided in accordance with the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing differences” between taxable income and accounting income is

accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realized in future. (xv) Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements. (xvi) Derivative Contracts In respect of derivative contracts, premium paid, gain/loss on settlement and provision for losses on restatement are recognised along with the underlying transactions and charged to Statement of Profit and Loss. (xvii) Research and Development Costs (a) Research costs are expensed as incurred. (b) Development costs including costs paid to third parties for technical knowhow, content etc. for software/content development are expensed as incurred, unless the technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Company has an intention and ability to complete and use or sell the software/content and the costs can be measured reliably. Costs of such projects upon completion are classified as Intellectual property rights under intangible assets and amortised. Costs of such projects under development on balance sheet date are shown under Intangible assets under development. (c) Research and development expenditure of a capital nature is included in the fixed assets. (d) The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable. 42 | Annual Report 2014-15 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 1 - Share Capital Authorised: 250,000,000 (Previous year 250,000,000 ) equity shares of ` 2/- each. 500,000,000 500,000,000 500,000,000 500,000,000 Issued, Subscribed and Paid-up: 114,483,826 (Previous year 114,483,826 ) equity shares of ` 2/- each fully paid-up. 228,967,652 228,967,652 Total 228,967,652 228,967,652 (Amount in `) Reconciliation of the no. of shares outstanding at the beginning and at the end of the year: For the year ended on 31st March, 2015 No. of shares For the year ended on 31st March, 2014 No. of shares No. of Equity Shares outstanding at the beginning of the year 114,483,826 114,483,826 Add: Additional Equity Shares issued during the year - on conversion of FCCB - - - on exercise of ESOP - - No. of Equity Shares outstanding at the end of the year 114,483,826 114,483,826 i) Number of Equity Shares held by each shareholder holding more than 5% shares in the Company are as follows: Particulars Number of shares as at 31st March, 2015 % Number of shares as at 31st March, 2014 % Wisdom Global Enterprises Limited 14,322,645 12.51% 19,479,666 17.02% Core Infrapower Limited 5,200,000 4.54% 5,200,000 4.54% Translands Infrastructure Developer Pvt. Ltd. 8,165,219 7.13% ii) Option on Unissued Share Capital a) 4,500,000 Equity Shares are reserved for allotment of equity shares under Core Employee Stock Option Scheme 2007. Out of this issue Nil (PY Nil) Equity Shares have been issued & allotted to the Employees/Director against exercise of Options under Core ESOS 2007. b) 7,500,000 Equity Shares are reserved for allotment of equity shares under Core Employee Stock Option Scheme 2009. Out of this, Nil (PY Nil) equity shares have been issued & alloted to the employees against exercise of Options under Core ESOS 2009. c) Refer note 3.4 for option vested on share capital in respect of foreign currency convertible bonds iii) Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend, if any, proposed by the

Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting . In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 43 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 2 - Reserves And Surplus Capital Reserves As per Last Balance sheet 189,500,000 189,500,000 Securities Premium Account: As per Previous last Balance Sheet 7,217,417,883 7,217,277,941 Less: FCCB / Warrant issue expenses - - 7,217,417,883 7,217,277,941 Debenture Redemption Reserve As per last Balance Sheet 145,914,876 145,914,876 Add: Additions issued during the year - - 145,914,876 145,914,876 Foreign Currency Translation Reserve: As per last Balance Sheet 558,989,931 284,017,360 Add: Exchange differences on translation of foreign operations (102,599,933) 274,972,571 456,389,997 558,989,931 General Reserve: As per last Balance Sheet 696,000,000 696,000,000 Add: Transfer from Statement of Profit & Loss - - 696,000,000 696,000,000 Statement of Profit and Loss As per last Balance Sheet 1,000,546,203 5,942,033,976 Add: Profit/(Loss) for the year (10,746,689,272) (5,021,319,635) Less: Appropriations Depreciation Adjustment 30,792,699 - Proposed Dividend* - (68,690,296) Tax on Proposed Dividend* - (11,141,566) (9,776,935,767) 1,000,546,203 Total (1,071,713,011) 9,808,228,951 44 | Annual Report 2014-15 (Amount in `) As at 31st March 2015 As at 31st March 2014 Current Non-Current Current Non-Current 3 - Long-Term Borrowings Secured Loans Non-Convertible Debentures 828,000,000 552,000,000 606,000,000 774,000,000 Term Loans from Banks & Financial Institutions 3,245,172,053 391,923,702 2,836,626,532 949,855,383 Vehicle Loans from Banks - - 1,813,637 - Finance Lease Obligations (Refer Note No.28) 614,499,318 226,463,307 7,149,078 219,034,376 Others* - 721,606,675 1,174,807,408 *(Refer Note No. 37 (e), total outstanding amount to HPFS is ` 934,807,408) Unsecured Loans Foreign Currency Convertible Bonds - 3,063,005,980 - 2,941,103,913 Others 6,311,338 1,179,098,315 6,311,338 1,258,056,473 Total 4,693,982,709 6,134,097,979 3,457,900,584 7,316,857,552 3.1 Non-Convertible Debentures of ` 1,380,000,000 (PY ` 1,380,000,000) is secured by pari passu first charge on immovable asset and tangible Fixed assets of the Company. Name of Investor (debenture holder) (As originally alloted and certified by Management) Subscription Amount (` in Crores) No. of debentures of face value ` 1,000,000 No. of debentures in the form of STRPPs of ` 100,000 each ISINs and respective number of debentures in the form of STRPPs under each ISIN to be redeemed in the ratio of 30:30:40, at the end of 3rd/4th/5th year from date of allotment INE247G07013 (No. of debentures in the form of STRPPs) INE247G07021 (No. of debentures in the form of STRPPs) INE247G07039 (No. of debentures in the form of STRPPs) First Tranche; date of allotment of debentures: 30th March, 2011 Bank of Maharashtra 100,000,000 100 1,000 300 300 400 Bank of Maharashtra Employees Gratuity Fund 40,000,000 40 400 120 120 160 Bank of Maharashtra Employees Pension Fund 50,000,000 50 500 150 150 200 Bank of Maharashtra Employees Provident Fund 50,000,000 50 500 150 150 200 Oriental Bank of Commerce 100,000,000 100 1,000 300 300 400 Canara Bank 100,000,000 100 1,000 300 300 400 Union Bank of India 100,000,000 100 1,000 300 300 400 Dena Bank Employees’ Pension Fund 50,000,000 50 500 150 150 200 Dena Bank Employees’ Gratuity Fund 50,000,000 50 500 150 150 200 Total (A) 640,000,000 640 6,400 1,920 1,920 2,560 Second Tranche; date of allotment of debentures: 17th June, 2011 Chhattisgarh State Electricity Board Provident Fund Trust 50,000,000 50 500 150 150 200 Chhattisgarh State Electricity Board Gratuity & Pension Fund

Trust 50,000,000 50 500 150 150 200 Dena Bank Employees Pension Fund 45,000,000 45 450 135 135 180 Dena Bank Employees Provident Fund 5,000,000 5 50 15 15 20 Total (B) 150,000,000 150 1,500 450 450 600 Third Tranche; date of allotment of debentures: 30th December, 2011 Central Bank of India 100,000,000 100 1,000 300 300 400 Canara Bank 150,000,000 150 1,500 450 450 600 Bank of Maharashtra 100,000,000 100 1,000 300 300 400 Indian overseas Bank 150,000,000 150 1,500 450 450 600 Bank of Maharashtra Employees Provident Fund 40,000,000 40 400 120 120 160 Bank of Maharashtra Employees Pension Fund 50,000,000 50 500 150 150 200 Total (C) 590,000,000 590 5,900 1,770 1,770 2,360 Grand Total (A+B+C) 1,380,000,000 1,380 13,800 4,140 4,140 5,520 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 45 3.2 Maturity Profile 2015-16 2016-17 2017-18 2018-19 2019-20 11.75% Non-Convertible Debentures 640,000,000 - - - - 12.75% Non-Convertible Debentures 90,000,000 6,00,00,000 - - - 13% Non-Convertible Debentures 354,000,000 23,60,00,000 - - - Term Loan from Banks 10,256,403,980 91,48,05,972 1,36,67,86,027 - - Total 11,340,403,980 1,21,08,05,972 1,36,67,86,027 - - 3.3 Term Loans comprising of: (a) ` 342,742,136 (PY ` 458,242,136 ) is secured by way of an exclusive charge on the project assets and project receivables. (b) ` 79,305,158 (PY ` 79,305,158 ) is secured by an exclusive charge on the assets to be created under the Gujarat school project. (c) ` 264,704,800 (PY ` 264,704,800) is secured by first exclusive charge on its property at Mahape, Navi Mumbai (CORE Knowledge Centre), measuring 38,300 square feet. (d) ` 282,000,000 (PY ` 329,000,000 ) is secured by equitable mortgage over its properties located at units no. 1 and 1A, 2nd and 5th Floor, Plot No. 797, United Infotech Park Building, Trans Thane Creek Industrial Area, Savli Village, Opposite Millennium Business Park, Mahape, Navi Mumbai. (e) ` 1,251,816,000 (PY ` 1201,996,000 ) is secured by a first pari passu charge and mortgage over its properties located at Office Nos. 1 to 7, 10th Floor, Lotus Nilkamal Business Park, New Link Road, Andheri, Mumbai, a first pari passu charge over all movable assets of and project receivables from the ICT project at Haryana and the non-interest bearing escrow account maintained by Standard Chartered Bank, Delhi branch. (f) ` Nil (PY ` 1,813,637 ) is secured by hypothecation of respective vehicles. (g) Finance lease obligations are secured against lease assets. (h) ` 1,184,444,348 (PY ` 1,184,444,348) secured against pledge of shares. (i) ` 232,083,312 (PY` 315,789,472) secured against Gujarat ICT receivables. 3.4 In the year 2010-11, the Company had issued foreign currency convertible bonds of USD 75 million which matures on 7th May, 2015. The intial conversion price of the said bonds was fixed at 10% premium over the reference share price of ` 247.09 calculated in accordance with the applicable rule and regualtions governing the issue, issued by the Reserves Bank of India and the SEBI in this regards and, which works out to ` 271.80 the fixed exchange rate for the issue was USD 1 = 44.43. During the year 2010-11 to 2012-13, FCCB of USD 26.07 million were converted into 4,995,987 equity shares at the conversion price of ` 271.80 comprising face value of ` 2/- and premium of ` 269.80 for each equity shares As on 31st March, 2015 USD 48,937 million bonds are outstanding for conversion. 3.5 Details of default in repayment of long-term borrowing and interest (overdue) as at 31st March, 2015 is as under: Lender/period of delays Principal Interest Total 1. Bank - Under Long-Term Less than 180 Days 253,674,637 75,672,456 329,347,093 More than 180 Days 1,063,043,140 253,866,311 1,316,909,451 2. Debenture holders Less than 180 Days 369,000,000 85,278,216 454,278,216 More than 180 Days 237,000,000 270,971,161 507,971,161 46 | Annual Report 2014-15 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 4 - Deferred Tax Liability (Net): Deferred Tax Liability Provision for Depreciation 304,748,317 304,748,317 Deferred Tax

Assets Provision for Employee Benefits (1,709,736) (1,709,736) Finance Lease (98,791,489) (98,791,489) Carried forward losses and unabsorb depreciation ** (204,247,092) (204,247,092) Deferred Tax Liability (Net) - - ** Deferred tax assets on carried forward losses and unabsorbed depreciation are recognised to the extent of deferred tax liabilities on a conservative basis. (Amount in `) As at 31st March, 2015 As at 31st March, 2014 5 - Long-Term Provisions Provision for Employee Benefits (Refer Note No. 25) 1,710,621 2,161,785 Total 1,710,621 2,161,785 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 6 - Short-Term Borrowings Secured Loans From Banks and Financial Institutions - Working Capital Loans 3,306,317,965 3,247,614,670 - Other Short-Term Loans 1,712,366,348 1,559,662,902 Unsecured Loans from Banks and Financial Institutions - Other Short-Term Loans 1,131,554,803 1,144,773,794 Total 6,150,239,116 5,952,051,367 6.1 Working Capital Loan and other short-term loan are Secured by hypothecation of entire stocks, book debts & other current assets of the Company (present & future); further secured by equitable mortgage on the immovable properties of the company situated at Unit No. 1 to 8, Sector III, Building No. 4, Millennium Business Park, Navi Mumbai and Unit No. 1, 4th floor, United Infotech Park, TTC Industrial Area, Navi Mumbai; and further secured by immovable properties of the Company situated at a) 10th floor, Lotus Neelkamal Business park, Near Fun Republic, Off Andheri Link Road, Andheri (W). b) Unit No. 1, 1st Flr, United Infotech Park, (CKC), Plot No. R-797, Navi Mumbai c) Unit No. 1, 3rd Flr, United Infotech Park, (CKC), Plot No.R-797, Navi Mumbai, d) Land admeasuring 50 acres situated at Hyderabad. Unsecured other short tem loan of ` 85,00,00,000 (previous year ` 85,00,00,000) is secured by the shares of the Company held by promoters. 6.2 Details of default in repayment of Short-term borrowing and interest (overdue) as at 31st March, 2015 is as under: Principal Interest Total 1. Other Parties Less than 180 Days 10,006,049 75,698,661 85,704,710 More than 180 Days 1,096,900,852 242,337,912 1,339,238,764 2. Bank Less than 180 Days 0 187,252,494 187,252,494 More than 180 days 4,476,336,420 473,270,750 4,949,607,170 3. Financial Institution More than 180 Days 124,444,772 292,280,074 416,724,846 Less than 180 Days 5,024,756,154 498,142,450 5,522,898,604 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 47 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 7 - Trade Payables Trade payables 793,174,380 1,012,518,457 Total 793,174,380 1,012,518,457 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 8 - Other Current Liabilities Current maturities of long-term debt (Refer Note No. 3) 4,079,483,391 3,450,751,506 Current maturities of finance lease obligations (Refer Note No. 3) 614,499,318 7,149,078 Interest accrued but not due on borrowings - 150,891,477 Interest accrued and due on borrowing 2,576,742,648 871,393,471 Unpaid dividends* 416,348 416,348 Advances received from Related Parties 1,106,104,188 1,111,837,077 Income received in advance 135,682,382 150,949,252 Other payables (including forex swap payable, statutory dues payable) 1,066,396,283 1,155,649,546 Total 9,579,324,558 6,899,037,756 * No amount is due to Investor Education and Protection Fund. (Amount in `) As at 31st March, 2015 As at 31st March, 2014 9 - Short-Term Provisions Provision for Employee Benefits (Refer Note No. 25) 2,234,915 2,868,329 Other Provisions (Provisions net of payments) 446,625,038 458,847,719 Total 448,859,953 461,716,048 48 | Annual Report 2014-15 10 - Fixed Assets- Tangible (Amount in `) Description of Assets Cost Depreciation Net Block As on 01.04.2014 Foreign Exchange Revaluation Difference Additions during the year Disposals during the year As at 31.03.2015 As on 01.04.2014 Transfer to Reserves Foreign Exchange Revaluation Difference For the Year On Disposal As at 31.03.2015 As at 31.03.2015 As at 31.03.2014 Owned Assets Land 1,821,607,253 - - -

1,821,607,253 - - - - - - 1,821,607,253 1,821,607,253 Building 863,307,915 - - - 863,307,915 73,122,455 - - 14,420,444 - 87,542,899 775,765,016 790,185,460 Computers 1,896,684,201 - 15,000 1,230,987 1,895,468,214 885,229,458 5,507,679 - 484,734,770 923,556 1,374,548,351 520,919,863 1,011,454,743 Servers & Network Components 66,368,751 - - - 66,368,751 60,031,878 6,827 - 4,185,309 - 64,224,014 2,144,737 6,336,873 Furniture & Fixture 611,741,827 646,639 25,283 - 612,413,748 246,116,318 - 98,538 108,563,251 - 354,778,108 257,635,641 365,625,508 Electrical Equipment 28,410,752 - - - 28,410,752 14,917,056 - - 4,320,075 - 19,237,131 9,173,621 13,493,696 Office Equipments 704,842,078 2,260,657 196,048 - 707,298,784 336,711,843 8,115,707 2,201,506 130,959,991 - 477,989,047 229,309,737 368,130,235 Motor Car 35,496,608 - - - 35,496,608 16,337,013 - - 7,189,284 - 23,526,296 11,970,312 19,159,595 Lease Finance Assets - - - - Computer 755,114,973 - - - 755,114,973 346,971,132 - - 154,273,809 - 501,244,941 253,870,032 408,143,841 Furniture & Fixture 58,549,960 - - - 58,549,960 26,403,626 - - 11,709,992 - 38,113,618 20,436,342 32,146,337 Total Amount (`) 6,842,124,320 2,907,296 236,331 1,230,987 6,844,036,960 2,005,840,779 13,630,213 2,300,044 920,356,926 923,556 2,941,204,406 3,902,832,554 4,836,283,543 Previous Year 6,614,000,441 6,664,839 236,560,003 15,100,963 6,842,124,320 1,234,167,052 - 3,117,055 782,023,977 13,467,305 2,005,840,779 4,836,283,543 11 - Fixed Assets - Intangible (Amount in `) Description of Assets Cost Amortization Net Block As on 01.04.2014 Foreign Exchange Revaluation Difference Additions during the year Disposals during the year As at 31.03.2015 As on 01.04.2014 Transfer to Reserves Foreign Exchange Revaluation Difference For the Year On Disposal As at 31.03.2015 As at 31.03.2015 As at 31.03.2014 Computer Software 80,943,616 - 449,999 - 81,393,615 45,287,717 24,944 - 12,528,795 - 57,841,456 23,552,159 35,655,898 Intellectual Property Rights 3,761,935,752 160,170,306 360,008,301 - 4,282,114,359 803,120,076 17,110,335 48,226,926 2,897,522,696 - 3,765,980,033 516,134,328 2,958,815,671 Less: Impairment - - - - - - - -50,526,970 -2,145,862,879 - - - - Total Amount (`) 3,842,879,368 160,170,306 360,458,300 - 4,363,507,974 848,407,794 17,135,279 -2,300,044 764,188,611 - 3,823,821,489 539,686,487 2,994,471,569 Previous Year 2,029,600,604 211,531,555 2,893,274,881 1,291,527,672 3,842,879,368 452,729,664 (1,706,641) 398,795,201 1,410,430 848,407,794 2,994,471,569 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 49 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 12 - Non-Current Investments Non-Current Investments (Unquoted, Trade) (At Cost) Investments in Equity Instruments of Subsidiaries: 40,588 Core Projects & Technologies (FZC) 860,559,282 860,559,282 (40,588) of AED 1500 each fully paid-up, UAE Less: Provision for Diminution in value of Investment 860,559,282 - - 860,559,282 129,960 Aarman Software Pvt. Ltd. 5,379,100 5,379,100 (129,960) of ` 10 each fully paid-up Less: Provision for Diminution in value of Investment 1,290,984 - 4,088,116 5,379,100 9,000,000 Core Education Infratech Limited 90,000,000 90,000,000 (9,000,000) of ` 10 each fully paid-up Less: Provision for Diminution in value of Investment 90,000,000 - - 90,000,000 7,904,194 Core Education Consulting Solutions Ltd. (IOM) 181,030,000 181,030,000 (7,904,194) of GBP 1 each fully paid-up Less: Provision for Diminution in value of Investment 43,447,200 - 137,582,800 181,030,000 6,621,447 Core Higher Education Pvt. Ltd. 66,214,470 66,214,470 (6,621,447) of ` 10 each fully paid-up Less: Provision for Diminution in value of Investment 66,214,470 - - 66,214,470 6,396,043 Core K 12 Schools Pvt. Ltd. 63,960,430 63,960,430 (6,396,043) of ` 10 each fully paid-up Less: Provision for Diminution in value of Investment 63,960,430 - - 63,960,430 6,406,935 Core Skill Development & Careers Pvt. Ltd. 64,069,350 64,069,350 (6,406,935) of ` 10 each fully paid-up Less:

Provision for Diminution in value of Investment 51,255,480 - 12,813,870 64,069,350 23,133,004 Core Education & Consulting Solution Pte Ltd. 1,843,905,826 1,843,905,826 (23,133,004) of USD 1 each fully paid-up * Less: Provision for Diminution in value of Investment 442,537,398 - 1,401,368,428 1,843,905,826 15,000 Core Global Education Pte Ltd. 716,900 716,900 (15,000) of USD 1 each fully paid-up Less: Provision for Diminution in value of Investment 164,887 - 552,013 716,900 1,556,405,227 3,175,835,358 Investments in Preference Shares of Subsidiaries: 147,693,445 Core Education & Consulting Solution Pte Ltd. 7,047,680,025 7,047,680,025 (147,693,445) of ` 10 each fully paid-up * Less: Provision for Diminution in value of Investment 1,691,443,206 - 5,356,236,819 7,047,680,025 10,164,258 Core Education Consulting Solutions Ltd. (IOM) 1,117,849,144 1,117,849,144 (10,164,258) of GBP 1 each fully paid-up Less: Provision for Diminution in value of Investment 257,105,303 - 860,743,841 1,117,849,144 6,216,980,660 8,165,529,169 Other Investments: Equity: 6,374 Core Information Technology Solutions Inc. 318,494,260 318,494,260 (6,374) of USD 1000 each fully paid-up Less: Provision for Diminution in value of Investment 73,253,680 - 245,240,580 318,494,260 Preference: 30,974 Core Information Technology Solutions Inc. 1,715,688,145 1,715,688,145 (30,974) of USD 1000 each fully paid-up Less: Provision for Diminution in value of Investment 411,765,155 - 1,303,922,990 1,715,688,145 Total 9,322,549,457 13,375,546,932 Aggregate Value of Unquoted Investment 9,322,549,457 13,375,546,932 50 | Annual Report 2014-15 (Amount in `) As at 31st March 2015 As at 31st March 2014 13 - Long-Term Loans And Advances (Unsecured and considered good) Loans and Advances to other than related parties: Capital Advances 96,581,255 78,681,255 Deposits (Including Security & EMD Deposits) 32,357,399 32,440,182 Balances with Government Authorities (Service Tax & VAT Credit Receivables) 78,457,056 90,092,306 Total 207,395,710 201,213,742 (Amount in `) As at 31st March 2015 As at 31st March 2014 14 - Inventories (at cost or net realisable value whichever is lower) Software Development Work-in-Process - 287,434,668 (Taken, valued and certified by the management) Total - 287,434,668 (Amount in `) As at 31st March 2015 As at 31st March 2014 15 - Trade Receivables (Unsecured and considered good) Debts outstanding for a period more than six months* 4,655,855,017 1,935,375,163 Others 145,230,373 3,200,623,884 Total* 4,801,085,390 5,135,999,047 * Refer Note No. 37 (d) (Amount in `) As at 31st March 2015 As at 31st March 2014 16 - Cash And Bank Balances Cash and Cash Equivalents Balances with banks In Current Accounts 41,568,412 51,309,569 In Unpaid Dividend Accounts 222,052 222,232 Cash on hand 705,044 6,333 Other Bank Balances Term Deposits* 152,651,091 146,134,260 (given as security for bank guarantee) (Those having maturing date for more than 12 months - F.Y. 2014-15 ` 13,21,40,513; F.Y. 2013-14 ` 12,25,29,175) Total 195,146,599 197,672,394 (Amount in `) As at 31st March 2015 As at 31st March 2014 17 - Short-Term Loans And Advances (Unsecured and considered) Loans and Advances to related parties (Refer Note No. 27) 1,136,367,647 1,543,333,490 Share Application Money 2,050,517,916 1,968,911,033 Others Others (including Advances against supplies and services, Staff Advances, etc) 109,079,488 1,140,673,149 Total 3,295,965,051 4,652,917,672 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 51 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 18 - Revenue From Operations EOU: Software Development : Off-shore 550,384,179 1,261,937,896 Software Development : On -shore 1,958,969,250 3,791,857,327 2,509,353,429 5,053,795,223 Non - EOU: Software Development & Services 3,010,462 80,515,104 Government ICT Projects 925,195,332 1,141,014,766 928,205,794 1,221,529,870 Total 3,437,559,223 6,275,325,094 (Amount in `) For the year

ended 31st March, 2015 For the year ended 31st March, 2014 19 - Other Income Interest Income 12,591,120 23,721,572 Miscellaneous Income 225,750 2,220,397 Exchange Gain (Net) 467,672,405 (59,349,936) Total 480,489,276 (33,407,967) (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 20 - Operating Cost A. 1) Employee Cost 270,453,869 689,252,939 2) Other Manpower Cost 173,791,402 451,065,993 B. Supplies and Services 985,630,588 2,163,153,182 Total 1,429,875,859 3,303,472,114 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 21 - Changes In Inventories of Work-in-Progress Opening stock Work-in-progress 287,434,668 817,465,650 Closing stock Work-in-progress - 287,434,668 Total 287,434,668 530,030,982 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 22 - EMPLOYEE BENEFIT EXPENSES Salaries and wages 39,788,595 166,946,780 Contribution to provident and other funds 15,846,030 5,120,138 Staff welfare expenses 19,404,353 17,388,365 Total 75,038,978 189,455,283 52 | Annual Report 2014-15 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 23 - FINANCE COST Interest expense * 1,747,096,818 1,729,652,974 Other borrowing costs 71,843,038 71,749,442 Net loss on foreign currency transactions and translation 121,902,067 279,454,739 Total 1,940,841,923 2,080,857,155 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 24 - OTHER EXPENSES Electricity Charges 12,596,652 13,445,707 Repairs and maintenance - Others 1,099,084 1,468,780 Insurance 915,812 4,152,710 Rates & Taxes (excluding taxes on income) 61,441,256 81,817,756 Auditors Remuneration Audit Fees 1,500,000 5,000,000 Certificaton Fees 56,225 256,582 Professional Charges 64,704,160 111,080,236 Bad Debts 1,730,486,185 1,769,918,589 Sales Promotions & Advertisement Expenses 2,879,894 24,489,805 Sundry Balances written off (49,190) 22,058,519 Miscellaneous expenses 30,577,816 140,251,650 Total 1,906,207,894 2,173,940,335 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 53 25 - Disclosure as per Accounting Standard 15 (Revised) “Employee Benefits” notified by The Companies (Accounts) Rules,2014 are as under: Defined Contribution Plan Contribution to Defined Contribution Plan, recognized as expense for the year are as under: (Amount in `) 2014-2015 2013-2014 Employer’s Contribution to Provident Fund 10,270,269 5,704,576 Defined Benefit Plan The Company operate post retirement benefit plan as follows: (a) Funded Gratuity (b) Unfunded Leave Encashment Table showing changes in present value of obligation as on 31st March, 2015. (Amount in `) Gratuity (Funded) Leave Encashment (Unfunded) 2014-2015 2013-14 2014-2015 2013-14 Present Value of obligation as at the beginning of year 5,085,285 9,089,725 2,309,905 6,646,238 Interest Cost 444,962 718,088 202,117 525,053 Current Service Cost 447,751 751,525 388,722 1,658,399 Benefits Paid (1,500,377) (3,599,081) (550,598) (4,009,384) Actuarial (gain)/loss on obligations (146,324) (1,874,972) (120,070) (2,510,401) Present value of obligation as at the end of year 4,331,297 5,085,285 2,230,076 2,309,905 Table showing changes in the fair value of plan assets as on 31st March, 2015. (Amount in `) Gratuity (Funded) Leave Encashment (Unfunded) 2014-2015 2013-14 2014-2015 2013-14 Fair value of plan asset at beginning of year 2,365,076 2,163,806 - - Expected return on plan asset 205,762 194,743 - - Contribution 34,749 11,018 - - Benefits Paid - - - - Actuarial gain/(loss) on plan asset 10,250 (4,491) - - Fair value of plan assets at the end of year 2,615,837 2,365,076 - - The amounts to be recognised in the balance sheet and statement of profit and loss. (Amount in `) Gratuity (Funded) Leave Encashment (Unfunded) 2014-2015 2013-14 2014-2015 2013-14 Present value of obligation as at the end of year 4,331,297 5,085,285 2,230,076 2,309,905 Fair value of plan assets as at the end of the year 2,615,837 2,365,076 - - Funded

status asset/(liability) (1,715,460) (2,720,209) (2,230,076) (2,309,905) Net asset/(liability) recognised in balance sheet (1,715,460) (2,720,209) (2,230,076) (2,309,905) Expenses recognised in Statement of Profit and Loss (Amount in `) Gratuity (Funded) Leave Encashment (Unfunded) 2014-2015 2013-14 2014-2015 2013-14 Current Service Cost 447,751 751,525 388,722 1,658,399 Interest Cost 444,962 718,088 202,117 525,053 Expected return on plan assets (205,762) (194,743) - - Net Actuarial (gain)/loss recognised in the year (156,574) (1,870,481) (120,070) (2,510,401) Expenses recognised in statement of profit and loss 530,377 (595,611) 470,769 (326,949) Actuarial Assumption (Amount in `) Gratuity (Funded) Leave Encashment (Unfunded) 2014-2015 2013-14 2014-2015 2013-14 Assumption Discount Rate 7.93% 8.75% 7.93% 8.75% Salary Escalation 8.00% 8.00% 8.00% 8.00% The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary. The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management. 54 | Annual Report 2014-15 26 - Segment Reporting: The Company provides software development and related IT and Infrastructure services. The company has identified six business segments viz. Assessment, Governance, Learning, Teaching, Consulting & Advance Technology The accounting policies adopted for segment reporting are in line with the accounting policy of the company with following additional policies for segment reporting. (a) Revenue and expenses have been identified as allocable to a particular segment on the basis of relationship to operating activities of the segment, Revenue and expenses which relate to enterprises as a whole and are not allocable to a particular segment on reasonable basis have been disclosed as “Unallocated Corporate Expenses”. (b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallocated Corporate Assets” or “Unallocated Corporate Liabilities” as the case may be. Segment Reporting as per AS 17 1. Primary Segment Information Particulars Assessment Governance Learning Consulting Advance Technology Total 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 1 Segment Revenue External Sales (Net of Int. Seg Sales) 550,384,179 1,531,937,896 1,704,503,952 1,628,306,032 32,844,837 80,515,104 254,465,299 1,893,551,295 892,350,495 1,141,014,766 3,434,548,761 6,275,325,093 Unallocable Revenue 3,010,462 Gross / Net Turnover 550,384,179 1,531,937,896 1,704,503,952 1,628,306,032 32,844,837 80,515,104 254,465,299 1,893,551,295 892,350,495 1,141,014,766 3,437,559,223 6,275,325,093 2 Segment Results before Interest and Taxes 664,030,632 556,008,992 (5,870,998,386) 495,239,213 (6,278,864) 58,209,154 375,259,787 (371,845,394) 103,016,652 (148,964,120) (4,734,970,179) 588,647,845 Results before Interest and Taxes (4,734,970,179) 588,647,845 Less: Unallocable Expenses 4,673,268,513 4,067,347,383 Less: Interest Expenses 1,818,939,856 1,801,402,416 Add: Interest Income 480,489,276 25,941,969 Profit before Tax (10,746,689,273) (5,254,159,985) Current Tax Deferred Tax - (232,840,350) Profit After Tax (10,746,689,273) (5,021,319,635) 3 Other Information Segment Assets 3,336,801,524 6,239,944,310 366,887,011 10,044,324,912 73,216,500 576,085,319 895,809,159 4,989,895,757 2,402,199,459 9,362,534,475 7,074,913,652 31,212,784,774 Segment Assets Unallocable 14,761,011,329 468,754,794 Segment Liabilities 84,670,278 4,263,034,454 7,125,115,080 6,862,129,058 95,044,155 393,572,673

893,576,369 3,409,020,414 1,800,017,337 6,396,340,265 9,998,423,219 21,324,096,864 Segment Liabilities Unallocable 20,497,165,125 320,246,101 Depreciation 4,972,390,071 1,180,819,178 Non-Cash Expenses other than Depreciation 5,783,385,373 - 2. Secondary Segment Information Particulars As at 31.03.2015 As at 31.03.2014 1 Segment Revenue: Within India 1,478,589,973 2,753,467,765 Outside India 1,958,969,251 3,521,857,327 Total Revenue 3,437,559,223 6,275,325,093 2 Segment Assets: Within India 20,573,228,812 16,647,318,898 Outside India 1,262,696,169 15,034,220,670 Total Assets 21,835,924,981 31,681,539,568 3 Segment Liabilities: Within India 22,476,896,895 11,373,193,493 Outside India 8,018,691,449 10,271,149,471 Total Liabilities 30,495,588,344 21,644,342,965 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 55 27 - As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below: (a) List of the related parties where control exist and related parties with whom transactions have taken place and relationship. Sr. No. Name of the Related Party Relationship (A) Indian Subsidiares Subsidiary Companies 1 Aarman Software Private Limited 2 CORE Education Infratech Ltd. 3 CORE Higher Education Pvt. Ltd. 4 CORE Skill Development & Careers Private Limited 5 CORE K12 Schools Pvt. Ltd. (B) Foreign Subsidiaries 1 CORE Education & Consulting Solutions Pte. Ltd. 2 CORE Education & Consulting Solutions Inc., USA 3 Partners 4 Growth Inc, USA 4 CORE Education & Consulting Solutions (UK) Ltd. 5 ITN Mark Education Ltd. (UK) 6 Mark Education Limited 7 International Teachers Network Limited, UK 8 CORE Education & Consulting Solutions Ltd (Isle of Man) 9 CORE Education Technologies Inc., Delaware USA 10 Technical System Integrators Inc., Georgia, USA 11 CORE Education & Consulting Solutions (HK) Ltd. HK 12 CORE Global Education Pte Ltd 13 CORE Careers & Skill Development Inc., USA 14 CORE Projects & Technologies FZC, Sharjah 1 Wisdom Global Enterprises Limited Promoter Company 2 CORE Infrapower Ltd. 1 Mr. Sanjeev Mansotra, Chairman Key Managerial Personnel 2 Mr. Nareshkumar Sharma, Executive Director (Resigned on 14/11/2014) 3 Mr. Nikhil Morsawala, Director Finance 4 Mr. Ashutosh Ghare (CEO) 5 Mr. Prakash Gupta (CEO) 1 Ms. Neelam Monsotra Relatives of key Managerial Personnel 1 CORE Wellness Ltd. Enterprises over which Key Managerial Personnel having significant influence 2 Sohum Health Awareness Private Limited 3 CORE Steel Industries Private Limited 4 CORE Steel & Power Ltd. 5 SM Infra Power (India) Private Limited 6 SM Solar Energy (India) Private Limited 7 SM MP Power (India) Private Limited 8 SM Ratnagiri Power (India) Private Limited 9 Wisdom Global Exports Pte. Ltd. 10 Wisdom Global Exports FZCo 11 CORE Education PLC (Isle of Man) 56 | Annual Report 2014-15 b) Transaction during the year with related parties: (Amount in `) Sr. No. Nature of Transaction Subsidiaries Promoter/ Group companies Key Managerial Personnel Relative of Key Managerial Personnel Enterprised over which Key Managerial Personnel having significant influence Total (Excluding reimbursements) 1 Purchase/Subscription/(Sales) of Investments - - - 67,215,630 - - - 67,215,630 2 Impairment of Investments 3,567,978,640 485,018,835 4,052,997,475 - - 3 Share Application Money 106,085,673 106,085,673 2,057,092,049 2,057,092,049 4 Advances given/(returned/taken) (402,174,414) - (22,500,741) (424,675,156) (43,892,748) (490,846,200) 180,349,759 (354,389,189) 5 Turnover 541,618,366 - - - - 541,618,366 1,196,564,250 - - - - 1,196,564,250 6 Purchases 1,987,460 1,987,460 198,816,000 198,816,000 7 Payment to Key Managerial Person - - 1,278,334 - - 1,278,334 - - 16,884,447 - - 16,884,447 8 Rent - - - 1,800,000 - 1,800,000 - - - 3,600,000 - 3,600,000 9 Advance from Promoter Contribution 187,466,775 187,466,775 (991,631,540) (991,631,540) 10 Balance as at 31st March, 2015 Investments 9,322,549,457 - 9,322,549,457

13,375,546,932 - - - - 13,375,546,932 11 Sundry Debtors 1,809,707,273 - - - - 1,809,707,273 1,540,480,532 - - - - 1,540,480,532 12 Loan & Advances Given/(Taken) (Incl Advance from Promoter Contribution) 552,120,287 (1,774,172,865) - 2,482,651 (1,219,569,927) 941,623,195 (1,586,706,090) - 24,983,393 (620,099,502) 13 Sundry Creditors (2,515,420) 5,740,000 - 3,224,580 22,635,628 (25,939,534) 4,320,000 - 1,016,094 14 Share Application Money 2,050,517,916 - - - - 2,050,517,916 1,968,911,033 - - - - 1,968,911,033 15 Guarantee 5,876,930,872 5,876,930,872 5,643,039,712 - - - - 5,643,039,712 Note: Previous year’s figures are in Italics which are below the current year’s figures. Disclosure in respect of significant related party transaction during the year. 1 Purchase/Subscription of Investments includes NIL (Previous Year ` 9,459,070) in CORE Education and Consulting Solutions Pte Ltd., NIL (Previous Year ` ` 12,405,760) CORE Project FZE, NIL (Previous Year ` 45,350,800) in CORE Information Technology Solutions Inc. USA 2 Impairment of Investments include ` 1,691,443,206 (Previous Year NIL) from CECS Pte Ltd Preferred Stock, ` 442,537,398 (Previous Year NIL) from CECS Pte Ltd Equity, ` 860,559,282 (Previous Year NIL) from CORE PROJECTS FZE ( Equity) 3 ` 106,085,672.6 (Previous Year ` 2,057,092,049) received from CORE Education Consulting Solution Inc towards Share Application Money. 4 Loan repaid ` 11,509,044 (Previous Year ` 26,383,941) of CORE UK Limited, ` 412,073,358 loan given (Previous Year ` 202,061,177) of CORE Education and Consulting Solutions Inc., Loan given of ` 5,717,449 (Previous Year 32,613,156) to CORE Education Technologies Inc., Loan repaid Nil (Previous Year ` 71,541,443) from CORE Education Technologies Inc., Loan repaid ` Nil (Previous year 157,157,259) of Wisdom Global Export Pte Ltd., Loan given 19,987,457 (Previous Year ` 124,054,672) to Core Education Infratech Ltd., Loan taken ` NIL (Previous Year ` 83,132,959) from Aarman Software Pvt.Ltd., Loan taken ` NIL (Previous Year ` 244,642,500)from Core Infrapower Limited, Loan taken ` NIL (Previous Year ` 246,203,700) from Wisdom Global Enterprises Limited. 5 Income from Operations includes export of software developed of ` 541,618,366/- (previous year ` 1,181,327,493) to Core Education & Consulting Solution Inc. USA 6 In Payment to Key Management Personnel includes Re.1 to Mr. Nikhil Morsawala ( Previous Year ` 5,000,004), NIL to Mr Naresh Sharma (Previous Year ` 4,800,000), ` 1,278,334 to Ashutosh Ghare (Previous Year ` 1,050,000). 7 Rent payable to Relatives of Key Managerial person Mrs. Neelam Mansotra amounts to ` 1,800,000 (Previous year ` 3,600,000) 8 Advance received from Promoter Contribution ` 187,466,775 (Previous year ` 991,631,540) NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 57 28 - Leases (a) The company has operating lease in respect of office premises. Further lease rentals payable in respect of the above which are non cancellable is as follows : (Amount in `) Particulars As at 31st March, 2015 As at 31st March, 2014 Not later than one year - 3,600,000.00 Later than one year but not later than five years - 6,900,000.00 Later than five year - - (b) The minimum lease rentals and the present value of minimum value of minimum lease payments in respect of assets acquired under finance leases are as follows: (Amount in `) Particulars Total Minimum Lease Payments Outstanding Future Interest on Outstanding Lease Payments Present Value of minimum lease payments As at 31st March, 2015 As at 31st March, 2014 As at 31st March, 2015 As at 31st March, 2014 As at 31st March, 2015 As at 31st March, 2014 Not later than one year 639,613,256 33,799,355 25,113,938 26,650,277 614,499,318 7,149,078 Later than one year but not later than five years 236,148,988 249,322,095 9,685,681 30,287,719 226,463,307 219,034,376 Later than five year - - - - 29 - Earnings Per Share (EPS) (a) Earnings Per Share (EPS) Basic and Diluted (Amount in `) Particulars As at 31st March, 2015 As at 31st March, 2014 Net Profit/(loss) after Tax as per

statement of Profit & Loss attributable to Equity Shareholders 10,750,102,719 (5,021,319,635) Weighted average number of Equity Shares (Basic) 114,483,826 114,483,826 Weighted average number of Equity Shares (Diluted) 122,483,351 122,483,351 Basic Earning Per Share (EPS) (93.87) (43.16) Diluted Earning Per Share (EPS)** (93.87) (43.16) Face Value Per Equity Shares 2/- 2/- ** Being anti dilutive, the effect of dilution is not considered. (b) Reconciliation of basic and diluted share used in computing earnings per share (Amount in `) Particulars As at 31st March, 2015 As at 31st March, 2014 Number of Equity Shares considered as basic weighted average shares outstanding 114,483,826 114,483,826 Add : Effect of dilusion on issues of FCCB's 7,999,525 7,999,525 Number of Equity Shares considered as weighted average shares and potential share outstanding 122,483,351 122,483,351 58 | Annual Report 2014-15 30 - Employee Stock Option Scheme: During the year 2007, the company had introduced CORE Employee Stock Option Scheme – 2007 in accordance with the Securities and Exchange Board of India (Employee Stock Option and Employee Stock Purchase Scheme) Guidelines, 1999. The eligibility and number of options to be granted to an employee is determined on the basis of his/her experience, seniority, designation /job title, and their performance and as approved by the Board/Remuneration and Compensation Committee. The Remuneration/Compensation Committee have granted 4,159,245 option out of 4,500,000 under the scheme to the eligible directors and employees of the Company and its subsidiaries, as follows: Date of Meeting No. Of Options Granted 14 June 2007 1,421,500 12 December 2007 1,200,000 13 March 2008 1,179,340 22 May 2008 170,690 27 June 2008 77,960 31 July 2008 109,755 Out of 4,500,000 options 1,200,000 granted on 12th December, 2007 were surrendered. The options do not vest on one date but have graded vesting schedule, as follows: % of Option Granted which shall be vested Period from the date of grant in which option shall vested First 25% On completion of 18 months Next 25% On completion of 24 months Next 25% On Completion of 30 months Next 25% On Completion of 36 months During the financial year 2009-10, the Company had introduced CORE Employee Stock Option Scheme – 2009 where 7,500,000 options could be granted. The options are granted in three types and the vesting period is as follows: TYPE A: Applicable only for the first set of grants made to eligible employees who have joined on or before 31/03/2007 and to eligible Directors under this scheme First 75% of the Options granted On completion of 12 (Twelve) months from the date of grant And the balance 25% of the Options granted On completion of 18 (Eighteen) months from the date of grant TYPE B: Applicable only for the first set of grants made to eligible employees who have joined between 01/04/07 and 31/03/2008 First 50% of the Options granted On completion of 12 (Twelve) months from the date of grant And the balance 50% of the Options granted On completion of 18 (Eighteen) months from the date of grant TYPE C: Applicable for grants made to eligible employees who have joined on or after 01/04/2008 and for subsequent set of grants, if any made to employees joined on or before 01/04/2008 First 50% of the Options granted On completion of 12 (Twelve) months from the date of grant Next 25% of the Options granted On completion of 18 (Eighteen) months from the date of grant And the balance 25% of the Options granted On completion of 24 (Twenty Four) months from the date of grant The Remuneration/Compensation Committee have granted 9,050,000 under the ESOS scheme 2009 to the eligible directors and employees of the Company and its subsidiaries, as follows: Date of Meeting No. of Options Granted 15 October 2009 4,200,000 12 August 2010 978,000 11 November 2010 351,000 11 February 2011 474,000 26 May 2011 997,000 30 July 2011 583,000 24 October 2011 630,000 9 February 2012 576,000 30 August 2012 261,000 The exercise price of both the options is the latest available closing market price of the equity shares of the Company, prior

to the date of the grant. The Company has followed the intrinsic value method of valuation for the options. In the context, stock-based employee compensation recognised in the books of account is Nil, since the market price of the underlying share at the date of the grant is the same as the exercise price of the option, and the intrinsic value of stock option works out to be Nil. NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 59 Annexure II Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as on 31st March, 2015 Sr. No. Scheme-1: ESOS 2007 Scheme-2: ESOS 2009 1 Date of grant 14.06.2007 13.03.2008 22.05.2008 27.06.2008 31.07.2008 15.10.2009 12.08.2010 11.11.2010 11.02.2011 26.05.2011 30.07.2011 24.10.2011 09.02.2012 30.08.2012 2 Options granted 1,421,500 1,179,340 170,690 77,960 109,755 4,200,000 978,000 351,000 474,000 997,000 583,000 630,000 576,000 261,000 3 Pricing Formula Exercise price shall be the latest available closing market price of the Equity Shares of the Company on BSE or NSE, where the highest volume of shares are traded, prior to the date of grant. 4 Price of the share in market at the time of option grant (` ) 136.80 204.85 222.75 181.45 214.7 192.00 261.90 306.30 267.50 288.65 301.25 281.50 277.70 290.80 5 Outstanding options as at 1st April, 2015 (Nos.) - - - - - 370,125 135,333 120,000 123,000 168,000 51,000 131,000 86,000 34,000 6 Options granted during the year ended 31st March, 2015 (Nos.) - - - - - - - - - - - - - - 7 Options vested during the year ended 31st March, 2015 (Nos.) - - - - - - - - - 8,500 8 Options exercised during the year ended 31st March, 2015(Nos.) - - - - - - - - - - - - - - 9 Total no. of shares arising as a result of exercise of options (Nos.) - - - - - - - - - - - - - - 10 Options lapsed / surrendered during the year ended 31st March, 2015 (Nos.) - - 370,125 11,000 32,000 3,000 50,000 4,000 8,000 15,000 13,000 11 Options in force as at 31st March, 2015 (Nos.) - - - - - - 124,333 88,000 120,000 118,000 47,000 123,000 71,000 21,000 12 Variation of terms of options Nil Nil Nil Nil NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL 13 Money realised by exercise of options (` ) Nil Nil Nil Nil Nil NIL NIL NIL NIL NIL NIL NIL NIL NIL 14 Employee wise details of options granted to: i) Senior Managerial Personnel Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 Refer Note 2 ii) Employees receiving 5% or more of the total number of options granted during the year Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil iii) Employees granted options equal to or exceeding 1% of the issued capital Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil 60 | Annual Report 2014-15 (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as on 31st March, 2015 S r . No. Scheme-1: ESOS 2007 Scheme-2: ESOS 2009 15 Diluted EPS on issue of shares on exercise calculated in accordance with AS 20 (`) Scheme-1 : ESOS 2007 ii) Difference between the employee compensation cost so computed(i) above and the employee compensation cost that shall have been recognized if fair value of options had been used. ` Nil iii) The impact of the difference on profits and EPS of the Company had fair value of options had been used for accounting Employee Options (No Impact as Difference is Nil) 16 Weighted-average exercise prices and weighted-average fair values of options, exercise price of which is less than the market price on the date of grant shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock i) Weighted average exercise price (`) 136.80 204.85 222.75 181.45 214.70 192.00 261.90 306.30 267.50 288.65 301.25 281.50 277.70 290.80 Scheme-1: ESOS 2007 Scheme-2: ESOS 2009 ii) Weighted average fair value (`) 72.76 108.95 101.35 83.88 105.34 Type A - ` 115.37, Type B - ` 115.37, Type C - ` 118.76 Type A - ` 105.17, Type C - ` 109.71 Type C - ` 119.18 Type C -

` 122.76 Type C - ` 113.11 Type A - ` 97.65, Type C - ` 102.65 Type C - ` 95.05 Type C - ` 92.28 Type C - ` 91.99 17 Significant assumptions used to estimate fair values of options granted during the year i) Risk free interest rate(%) 7.81 7.81 7.67 8.65 9.09 7.24 7.44 7.69 7.75 8.05 8.22 8.54 8.03 7.98 ii) Expected life (years) 5 5 5 5 5 5 5 5 5 5 5 5 5 5 iii) Expected volatility(%) 54 54 46.23 46.23 46.23 73.64 36.98 31.91 33.13 31.66 19.44 18.34 18.41 13.41 iv) Dividend yield(%) 0.10 0.10 0.10 0.10 0.10 0.51 0.33 0.33 0.33 0.33 0.33 0.36 0.36 0.22 NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 61 31 - Remittances In Foreign Currency on Account of Dividend The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remittable in this respect is Nil: 32 - Commitments a) Estimated amount of contracts remaining to be executed on capital account and not provided for ` NIL /- (PY ` 500,747/-). 33 - Financial and Derivative Instruments a) Derivative contracts entered into by the Company and outstanding as on 31st March, 2015 For Hedging Currency & Interest Rate Risks:- For Nominal amounts of derivative contracts entered into by the Company and outstanding as on 31st March, 2015 amount to ` NIL (PY ` NIL-) b) Details of foreign currency exposures that are not hedged by a derivative instrument or otherwise: Foreign currency exposure (other than foreign operation) that are not hedged as on 31st March, 2015 amount to ` 7,498,685,617/- (PY ` 6,733,939,592/-) on account of: Particulars Amount in foreign currency Equivalent amount in ` As at 31st March, 2015 As at 31st March, 2014 As at 31st March, 2015 As at 31st March, 2014 Trade Receivables USD 52,367,828 43,737,494 3,277,744,224 2,628,614,656 Advances Received GBP (379,768) (378,318) (35,113,007) (37,774,977) AED (2,870,538) - (48,861,717) - USD (158,264) - (9,905,863) - Total 48,959,258 43,359,176 3,183,863,637 2,590,839,679 Borrowings USD 68,937,000 68,937,000 4,314,821,980 4,143,099,913 62 | Annual Report 2014-15 34 - Earnings In Foreign Exchange (Amount in `) Particulars For the year ended 31st March, 2015 For the year ended 31st March, 2014 Export of Software calculated on FOB basis 550,384,179 1,261,937,896 Total 550,384,179 1,261,937,896 35 - Expenditure In Foreign Currency (Amount in `) Particulars For the year ended 31st March, 2015 For the year ended 31st March, 2014 FCCB Issue Expenses and interest 212,073,075 209,399,300 Travelling, Hotel & Lodging 1,152,088 874,317 Professional Fees 177,397 - Interest on Term Loan 79,896,706 77,357,118 Total 293,299,266 287,630,735 36 - Contingent Liabilities: (Amount in `) Particulars For the year ended 31st March, 2015 For the year ended 31st March, 2014 Guarantees: Bank Guarantees 536,476,889 546,816,815 Corporate Guarantee given on behalf of Core Education & Consulting Inc. USA & Core Education & Consulting Inc. U K a wholly owned subsidiary Company 5,876,930,869 5,643,039,710 Default Interest on FCCB @9% 352,808,854 - Total 6,766,216,612 6,189,856,525 37 - Other Notes a) Exceptional Items represents : - Investment W/off : As per the companies estimates on valuation for the investments made in various subsidiaries there was an indication that the investment has to be impaired. Hence the company has made provision as per AS -13 for dimunition in the value of Investments totalling to ` 4,052,948,378 as on 31st March 2015. Receivables w/off During the year, customers have raised quality issues relating to assessment and intervention segment of the products. A management committee was formed to analyise and suggest the future course of action. Customers in this segment would, generally make additional improvements on the products sold to them and further sell the upgraded/final product to their customers. During

negotiations, these customers have alleged that due to defective products supplied by CORE, they have lost their contracts with reputed clients and have claimed compensation. To avoid the legal claims and disputes in future and to have continuity in overseas operations, the committee has decided to write off the receivables of ` 1,730,436,995 and settle with customers. IPR Impairment: During the year, management has reviewed the carrying value of it’s IPR in view of the adoption of Common Core States Standard Initiative(CCSSI) in the United States of America (USA) where these assets were substantially used. The CCSSI is an education initiative in the USA that seeks to establish consistent education standards across the states as well as ensure that students graduating from high school are prepared to either two or four year college programs or enter the workforce. Prior to the CCSSI, each state had its own education standards and Company had the required resources and capability to deliver the solutions. However with the change in regulations and requirements, company has been investing in upgrading to the CCSSI to deliver the solutions consistently and as per requirement. With the CCSSI now in place, all the old products of the company that were aligned to the erstwhile State Standards have become partially redundant. Whilst the erstwhile State Standards will run parallel with the CCSSI for a few years, thus making the old products still commercially relevant, the company has, out of abundant caution, and with a NOTES forming part of the Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 63 conservative view, decided to fully write down these products. Management has made provision for impairment of ` 3,287,844,535 towards the carrying cost of such IPRs which has been treated as exceptional item. The IPRs aligned to CCSI are carried at cost. (b) Going Concern: The Company’s finances continued to be under stress which is evident from decrease in sales revenue, increase in overdue trade receivables and payables, salary arrears and arrears of statutory dues, over dues (interest and repayment of borrowings) of banks, financial institutions and finance lease obligations. To mitigate the financial stress, the company has taken various steps including cost cutting exercise and opted for Corporate Debt Restructuring (CDR) plan which has been admitted and is subject to final approval from its lenders. Also, during the year a promoter company has infused ` 51,20,80,907 as an advance under the aforesaid restructuring Plan. The management is confident of approval of the restructuring package of the loans under CDR, improve the operating margins and collection from trade receivables. Despite there being possible material uncertainty in this regard, management is confident of meeting its financial obligations. and hence, these financial statements have been prepared on the basis of going concern assumption. (c) Haryana ICT The company had entered into a contract with the State of Haryana on 25.03.2011 to install and maintain computer labs in 2,622 schools under the ICT program. The project was completed as per the contract and the maintenance part of the contract was in operation since last couple of years. Due to various reasons, chief among them being non-receipt of payments from the State Government, the company had partially ceased to service the contract during the year. In spite of on-going negotiations taking place between the company and the State Governments to revive the project, the company received a termination order from the State on 23.04.2014 and forfeiture of bank guarantee of ` 29,50,00,000. The company filed a Special Leave Petition with the Supreme Court on 28.04.2014 and in response to which the Supreme Court granted a stay on the termination Order and forfeiture of bank guarantee for a period of 3 weeks. The stay is currently in operation. The company believes that it has strong case in this matter. Pending outcome of the legal proceedings, no adjustment has been made to the carrying value as at 31st March, 2015 of receivables of ` 74,83,19,014 and of the

fixed assets of ` 100,21,44,968 at this stage, for this project. (d) Trade receivable overdue for more than six months period includes ` 4,655,855,013 dues from customers in assessment segment. Based on the discussion with the customers, management is confident of recovering the dues. The customers have confirmed the year end balances and therefore no provision for doubtfull debts is considered necessary at this stage. Out of the total Debtors of ` 4,801,085,391 debtors of ` 1,898,559,608 are receivable from the subsidiaries (e) Company had purchased computer equipments for ICT projects on financial lease and has taken term loan from Hewlett Packard Financial Services (India) Private Limited (HPFS). During the year, a restructuring agreement has been entered into and a repayment schedule has been restructured for both finance lease and the loan as a consolidated amount. In the absence of breakup of future repayments of lease and loan, the disclosures pertaining to finance lease obligations has not been made. (f) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least to the amount at which they are stated in the balance sheet. (g) Advances, Trade payables and few trade receivable balances are subject to confirmation and reconciliation, if any (h) These accounts of Core Education & Technologies Ltd. include accounts of its two overseas branches. (i) Application to RBI has been made for overseas debtors outstanding for a period of more than 1 year but the approval from RBI is pending. (j) The FCCB redemptiond date was 7th May 2015 but the company has still not redeemed the FCCB (k) Share Application money of Core Education INC is still not converted into equity shares for more than 1 year. The Company is in the process of making application to RBI for the approval of the same (l) Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure. As per our report of even date For and on behalf of the Board For Aniket Kulkarni & Associates Chartered Accountants Firm Registration No. 130521 W Sanjeev Mansotra Non- Executive Chairman DIN No.01030000 Aniket Kulkarni Proprietor Membership No. 127246 Nikhil Morsawala Director DIN No.00214587 Ashutosh Ghare CEO Date: 17th Aug 2015 Place: Mumbai 64 | Annual Report 2014-15 (Amount in `) Year ended 31st March, 2015 Year ended 31st March, 2014 A CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax: (10,746,689,272) (5,254,159,985) Adjustment for: Depreciation/Amortisation/Diminution 4,972,390,071 1,180,819,178 Depreciation Adj to Reserves (30,792,699) Unrealised exchange (Gain)/Loss (102,599,933) 1,079,475,115 Interest expense (Net of capitalisation) 1,940,841,923 2,080,857,155 Interest income 12,591,120 (23,721,572) Securities Premium 139,942 Profit on sale of assets 50,442 (1,975,723) Advances & Sundry Balances written off/(back) 15,024,950 Write-offs 4,052,948,378 3,814,479,171 10,845,569,244 8,144,958,274 Operating profit before Working Capital changes 98,879,972 2,890,798,289 Adjustments for changes in Working capital Inventories 287,434,668 530,030,982 Trade Receivables (3,718,034,720) (1,437,779,829) Long-term and Short term Loans & Advances 155,419,960 (1,403,184,756) Trade Payables and Provisions (232,651,336) (764,984,644) Other current liabilities 2,680,286,802 859,335,760 (827,544,627) (2,216,582,486) Cash generated from operations (728,664,655) 674,215,802 Income taxes paid (8,830,674) Net Cash from Operating activities (728,664,655) 665,385,128 B CASH FLOW FROM INVESTING ACTIVITIES Fixed Assets: Purchase (2,637,031,063) Sale (1,584,204,442) 2,198,966 Investments: Purchase (67,215,630) Sale 4,052,997,475 - Interest received 16,053,325 Net Cash from/used in investing activities (2,468,793,033) (2,685,994,402) cash flow statement for the year ended 31st march, 2015 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 65 (Amount in `) Year ended 31st March, 2015 Year ended 31st

March, 2014 C CASH FLOW FROM FINANCING ACTIVITIES Increase/Decrease in Long term Borrowing 687,259,587 Increase/Decrease in Short Term Borrowing (1,742,654,174) 1,699,502,840 Interest paid (1,072,094,661) Dividend paid (6,543) Net Cash from/used in financing activities (1,742,654,174) 1,314,661,223 D NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (2,525,796) (705,948,051) Cash and Cash Equivalents (Opening balance) 197,672,394 903,620,445 Cash and Cash Equivalents (Closing balance) 195,146,599 197,672,394 Notes: 1. Figures in brackets represent outflows of cash and cash equivalents. 2. Cash flow statement is prepared as per the indirect method specified in Accounting Standard -”3” ‘notified by the Companies ( Accounts) Rules, 2014 As per our report of even date For and on behalf of the Board For Aniket Kulkarni & Associates Chartered Accountants Firm Registration No. 130521 W Sanjeev Mansotra Non-Executive Chairman DIN No. 01030000 Aniket Kulkarni Proprietor Membership No. 127246 Nikhil Morsawala Director DIN No. 00214587 Ashutosh Ghare CEO Date: 17th August, 2015 Place: Mumbai This page intetionally left blank Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 67 Independent Auditor’s Report To, The Members of Core Education and Technologies Limited Report on the Financial Statements We have audited the accompanying financial statements of Core Education and Technologies Limited (“the Company”), which comprise the Consolidated Balance Sheet as at 31/03/2015, the Consolidated Statement of Profit and Loss, for the year then ended, and Consolidated Cash Flow statement and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, 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 financial control relevant to the Company’s preparation of

the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the financial statements. 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, of the state of affairs of the Company as at 31/03/2015, and its Loss for the year ended as on that date. Report on Other Legal and Regulatory Requirements This report doesn’t include a statement on the matters specified in paragraph 3 and 4 of the Companies (Auditor’s Report) Order, 2015, issued by the department of company affairs, in terms of sub section 11 of section 143 of the companies Act, 2013 since in Our opinion and according to the information and explanation given to us, the said order is not applicable to the company. As required by Section 143 (3) of the Act, we report that: (a) 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) 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, and dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. (e) On the basis of the written representations received from the directors as on 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 from being appointed as a director in terms of Section 164 (2) of the Act. (f) 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, 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 financial statements. ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. Other Matters 1. Financial Statement of Eleven Subsidiaries which reflect total assets of ` 24,251,903,000 as at 31st March 2015, total revenue of ` 4,801,466,313 and net cash outflow amounting to ` 202,980,174 have been audited by us 2. We did not audit the financial statement of Parent Company, whose financial statements reflect total asset of ` 21,975,476,067 as at 31st March, 2015, total revenue of ` 3,437,559,223 and net cash outflows of ` 2,525,795 for the year then ended. This financial statement and other financial information have been audited by other auditor whose report has been furnished to us, and our opinion is based solely on the report of other auditor. 3. We report that the consolidated financial statements have been prepared by the Company’s management in accordance with the requirements of Accounting Standards (AS) 21, consolidated financial statements as notified pursuant to the Companies (Accounts) Rules, 2014. For S.S.Kamat & Associates (Chartered Accountants) Firm Registration No. 127282W Sadanand S Kamat Place: Mumbai Partner Date: 17th August, 2015 Membership No. 111467 68 | Annual Report 2014-15 (Amount in `) Particulars Note No. As at 31st March, 2015 As at 31st March, 2014 EQUITY AND

LIABILITIES Shareholder's Funds Share Capital 1 228,967,652 228,967,652 Reserves and Surplus 2 (1,380,337,073) 19,148,369,010 (1,151,369,421) 19,377,336,662 Minority Interest Non-Current Liabilities Long-term borrowings 3 8,161,358,982 9,820,254,372 Deferred tax liabilities (Net) 4 - - Long term provisions 5 2,445,077 2,199,520 8,163,804,059 9,822,453,892 Current Liabilities Short-term borrowings 6 6,150,239,116 5,952,051,367 Trade payables 7 2,064,938,120 2,053,842,112 Other current liabilities 8 12,411,304,317 8,421,101,641 Short-term provisions 9 819,241,583 730,250,930 21,445,723,136 17,157,246,049 Total 28,458,157,774 46,357,036,603 ASSETS Non-current assets Fixed assets Tangible assets 10 4,001,267,649 5,588,459,588 Intangible assets 11 11,722,254,329 12,720,356,958 Capital work-in-progress 169,111,128 169,111,128 Intangible assets under development 469,176,297 3,034,333,368 16,361,809,403 21,512,261,041 Goodwill on Consolidation 1,335,708,908 1,424,420,533 Non-current investments 12 1,549,163,570 - Long term loans and advances 13 2,204,855,406 2,730,712,062 Other non-current assets 14 98,669 280,787 21,451,635,956 25,667,674,423 Current assets Inventories 15 88,190,890 2,478,357,182 Trade receivables 16 5,920,853,053 10,882,640,616 Cash and Cash Equivalents 17 426,636,888 225,310,701 Short-term loans and advances 18 4,623,739,716 7,102,772,894 Other current assets 19 98,667 280,787 11,059,519,213 20,689,362,180 Less : Impairment of Investment 4,052,997,395 7,006,521,818 Total 28,458,157,774 46,357,036,603 See accompanying notes forming part of the financial statements - 1 to 37 consolidated BALANCE SHEET AS AT 31ST MARCH, 2015 As per our report of even date For and on behalf of the Board For S.S. Kamat & Associates Chartered Accountants Firm Registration No. 127282W Sanjeev Mansotra Non- Executive Chairman DIN No.01030000 Sadanand S Kamat Partner Membership No. 111467 Nikhil Morsawala Director DIN No.00214587 Ashutosh Ghare CEO Date: 17th August 2015 Place: Mumbai Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 69 consolidated STATEMENT OF PROFIT and LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 (Amount in `) Particulars Note No. For the year ended 31st March, 2015 For the year ended 31st March, 2014 Revenue from operations 20 7,688,641,358 12,357,589,218 Other Income 21 480,489,276 47,685,094 Total Revenue 8,169,130,634 12,405,274,312 Expenses: Operating Cost 22 4,326,111,740 6,738,357,690 Changes in inventories of work-in-progress 23 426,526,550 543,033,114 Employee benefit expense 24 392,361,841 929,352,813 Finance costs 25 2,306,205,536 2,318,628,843 Depreciation and amortization expense 10 & 11 5,628,404,594 3,273,943,237 Other expenses 26 4,312,914,921 3,020,678,742 Total Expenses 17,392,525,182 16,823,994,438 Profit /(Loss) before Tax & Exceptional Items (9,223,394,548) (4,418,720,126) EXCEPTIONAL ITEMS(Refer note 36(a) ) a) ICT Project expenses written-off - 745,974,392 b) Impairment of Investment 4,052,997,395 - 4,052,997,395 745,974,392 Profit / (loss)before tax after exceptional items (13,276,391,943) (5,164,694,518) Tax expense: Current tax 11,340,366 Deferred tax - (232,813,823) - (221,473,457) Profit/(Loss) for the year (13,276,391,943) (4,943,221,061) Earning per equity share (Face Value per share ` 2): 30 Basic (115.97) (43.18) Diluted (115.97) (43.18) See accompanying notes forming part of the financial statements - 1 to 37 As per our report of even date For and on behalf of the Board For S.S. Kamat & Associates Chartered Accountants Firm Registration No. 127282W Sanjeev Mansotra Non- Executive Chairman DIN No.01030000 Sadanand S Kamat Partner Membership No. 111467 Nikhil Morsawala Director DIN No.00214587 Ashutosh Ghare CEO Date: 17th August 2015 Place: Mumbai 70 | Annual Report 2014-15 Significant Accounting Policies: (i) Members of the Group The accompanying Consolidated Financial Statements include the accounts of Core Education & Technologies Limited (the Company) with its

foreign branches in U.S.A. & U.K. and it’s below listed Subsidiaries:” Name of the Company Country of Incorporation Proportion of ownership interest Year End CORE Education & Consulting Solutions Inc. USA (with its wholly-owned subsidiary Partners 4 Growth, USA U.S.A 100% December, 31 Core Educations & Consulting Solutions (UK) Limited (with its wholly-owned subsidiary ITN Mark Education Limited) U.K 100% December, 31 Core Education Infratech Limited India 100% March, 31 Core Projects & Technologies, FZC UAE 100% December, 31 Aarman Software Private Limited India 100% March, 31 Core K12 Schools Private Limited India 100% March, 31 Core Higher Education Private Limited India 100% March, 31 Core Skill Developments Private Limited (with its wholly-owned subsidiary CORE Careers & Skill Development Inc., USA) India 100% March, 31 Core Education & Consulting Solutions – ISLE of Man (With its Wholly-owned subsidiaries, viz Core Education Technologies Inc. (USA) wholly owned subsidiaries of Core Education & Technologies Inc) ISLE of Man 100% December, 31 Core Global Education Pte Ltd. Singapore Singapore 100% March, 31 Core Education & Consulting Solutions Pte Ltd Singapore 100% March, 31 (ii) Basis of preparation of Consolidated Financial Statements The Consolidated financial statements are prepared and presented under historical cost convention, on the accrual basis of accounting, in accordance with the accounting principles generally accepted in India (GAAP) and in compliances with the Accounting Standards (AS) issued by the Companies (Accounts) Rules, 2014, to the extent applicable.” (iii) Principles of Consolidation : • The financial statements of Core Education Technologies Limited and its subsidiaries have been combined on a line-by-line basis by adding together book values of similar items of assets, liabilities, income and expenses after eliminating intra-group balances and transactions and resulting unrealized gain/loss, in accordance with Accounting Standard (AS-21) “Consolidated Financial Statements” • The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the Parents for its standalone financial statements; • The consolidated financial statements are prepared using uniform accounting policies across the Group; • The financial statements of the subsidiaries used in the preparation of consolidated financial statements have been drawn upto 31.03.2015, i.e same date as that of the parent, • Goodwill arising on consolidation The excess of cost to the Parent, of its investment in subsidiaries over its portion of equity in the subsidiaries at the respective dates on which investments in subsidiaries was made or as at close of the financial year of the acquisition as the case may be is recognized in the financial statements as goodwill and in the case where equity exceeds the cost; the same is being adjusted in the said goodwill. Goodwill as determined on consolidation is tested for impairment, if any on an annual basis. Exchange differences resulting from the differences due to translation of foreign currency assets and liabilities in subsidiaries is disclosed as foreign currency translation reserve or adjustment as the case may be. • Minority Interest’s share of net profit or loss of consolidated Subsidiaries for the period is identified and adjusted against the income of the Group in order to arrive at the net income attributable to the shareholders of the company. • Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet as a separate item from liabilities and the shareholders’ equity. (iv) Use of Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statement and reported amounts of income and expenses during the period. Any revision to accounting estimates and or difference, if any, between the actual results and estimates is recognized in the period in which the results are known. NOTES forming part of the Consolidated

Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 71 (v) Tangible Fixed Assets: All fixed assets are stated at cost less accumulated depreciation. Cost is inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their present working condition. Capital Work-in-Progress represents cost of fixed assets that are not yet ready for their intended use as at the Balance sheet date and includes advances paid. (vi) Intangible Assets Costs relating to intellectual property rights and software licenses which are acquired are capitalised as intangible assets. (vii) Depreciation and amortisation Depreciation on fixed assets is provided on Straight Line Method at the rates prescribed under Schedule II of the Companies Act, 2013 on pro-rata basis, except depreciation on assets used in BOOT projects which are depreciated equally over the period of respective projects, depreciation on foreign branch assets has been provided at the rates followed under the relevant law of the foreign country which are: Computers 5%; Furniture & Fixture 5% and Computer Software are amortized over 5 years. Intellectual property rights and software licenses are amortised on a straight-line basis over their estimated useful lives or five years whichever is lower. (viii) Impairment of Assets An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss, if any is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. (ix) Leases (a) Lease arrangement, where the risks and rewards incidental to ownership of an asset substantially vests with the lessor, are recognized as operating leases. Lease payments under operating lease are recognized as an expense in the profit & loss account. Operating lease rentals are expensed with reference to lease term and other considerations. (b) The lower of the fair value of the assets and present fair value of the minimum lease rentals is capitalised as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rental is adjusted against the lease liability and the interest component is charged to profit and loss account. (x) Foreign Currency Transactions a. Transactions denominated in foreign currencies are recorded at the rate of exchange prevailing on the date of transactions. b. Monetary items denominated in foreign currencies at the year end are restated at year end rates. c. Non -monetary foreign currency items are carried at cost. d. In respect of foreign operations, which are non-integral operations, all assets and liabilities, both monetary and non-monetary, are translated at closing rate, while all income and expenses are translated at average exchange rate for the year. The resulting exchange differences are accumulated in the ‘Foreign Currency Translation Reserve’. e. Any income or expense on account of exchange difference either on settlement translation or restatement, is recognized in the profit and loss account. (xi) Investments Current investments are carried at the lower of the cost and fair market value.Long-term investments are stated at cost. Cost includes costs incidental to acquisition such as legal costs, investment banking fees etc. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. (xii) Inventories The portion of the Software development contracts which has remained unbilled, though partly completed is inventorised as “Software Development – Work-in-Process.” The aggregate of ‘Software Development’ income and the inventories viz. “Software Development – Work-in-Process” is restricted to the contract value or the net realizable value of the work completed or the cost, whichever is less. For this purpose, manpower cost of the software development team and other directly attributable costs are considered for valuation. (xiii) Revenue Recognition Our revenues for software development, both domestic and international, are

generated primarily on fixed time frame and time and material basis. Revenue from software services under fixed-price contracts is recognized to the extent of billings due on achievement of milestones specified in the agreement. The expenditure incurred on unbilled services are inventoried. On time-and-materials contracts, revenue is recognized as the related services are rendered. Revenue from the sale of user licenses for software applications is recognized on transfer of the title in the user license. Revenue from ICT contracts which are on BOOT/BOO basis are recognized equally over the contract period post implementation of contract. Revenues in case of hardware and software trading are recognized as and when these are delivered. (xiv) Employee Benefits a) Short-term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. 72 | Annual Report 2014-15 b) In respect of Indian operations of the Company, post-employment and other long-term employee benefits are recognized as an expense in the profit and loss account for the year in which the employee has rendered services. The expense is recognized at the present value of the amount payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of post employment and other long term benefits are charged to the profit and loss account. c) In respect of employee stock options, the intrinsic value of the options, i.e. the excess of market price of the underlying share on the date of the grant over the exercise price of the option is accounted as deferred employee compensation cost to be amortized over the vesting period. (xv) Borrowing Cost Borrowing costs that are specifically attributable to the acquisition or construction of qualifying asset are capitalised as part of the cost of such asset till such time as the asset is ready for its intended use. A qualifying asset is an asset that necessarily requires/takes a substantial period of time to get ready for its intended use. All other borrowing costs, i.e. not specifically attributable to the qualifying asset are charged to revenue in the period in which those are incurred. (xvi) Taxes on Income Current Income Tax comprises of taxes on income from operations in India and in foreign jurisdictions. Income tax liability in India is determined and provided in accordance with the provisions of the Income Tax Act, 1961. Deferred tax resulting from “timing differences” between taxable income and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the asset will be realized in future. The tax expenses and liabilities are determined separately for the Parent and each subsidiary company, as per their applicable laws and then aggregated. (xvii) Provisions, Contingent Liabilities and Contingent Assets. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements. (xviii)Derivative Contracts In respect of derivative contracts, premium paid, gain/loss on settlement and provision for losses on restatement are recognised along with the underlying transactions and charged to Profit & Loss Account. (xix) Research and Development Costs (a) Research costs are expensed as incurred. (b) Development costs including costs paid to third parties for technical knowhow, content etc. for software/content development are expensed as incurred, unless the technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Company has an intention and ability to complete and use or sell the software/content and the costs can be measured reliably. Costs of such projects upon completion are classified as Intellectual property rights under intangible assets and amortised. Costs of

such projects under development on balance sheet date are shown under Intangible assets under development. (c) Research and development expenditure of a capital nature is included in the fixed assets. (d) The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, and otherwise when events or changes in circumstances indicate that the carrying value may not be recoverable. NOTES forming part of the Consolidated Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 73 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 1 - Share Capital Authorised: 250,000,000 (Previous year 250,000,000) equity shares of ` 2 each. 500,000,000 500,000,000 500,000,000 500,000,000 Issued, Subscribed and Paid up: 114,483,826 (Previous year 114,483,826) equity shares of ` 2 each fully paid up. 228,967,652 228,967,652 Total 228,967,652 228,967,652 Reconciliation of the no. of shares outstanding at the beginning and at the end of the year: For the year ended on 31st March, 2015 No. of shares For the year ended on 31st March, 2014 No. of shares No. of Equity Shares outstanding at the beginning of the year 114,483,826 114,483,826 Add: Additional Equity Shares issued during the year - on conversion of FCCB - - - on exercise of ESOP - - No. of Equity Shares outstanding at the end of the year 114,483,826 114,483,826 i) Number of Equity Shares held by each shareholder holding more than 5% shares in the company are as follows: Particulars Number of shares as at 31st March, 2015 % Number of shares as at 31st March, 2014 % Wisdom Global Enterprises Limited 14,322,645 12.51% 19,479,666 17.02% Core Infrapower Limited 5,200,000 4.54% 5,200,000 4.54% Translands Infrastructure Developer Pvt. Ltd. 8,165,219 7.13% - - ii) Option on Unissued Share Capital a. 4,500,000 Equity Shares are reserved for allotment of equity shares under Core Employee Stock Option Scheme 2007. Out of this issue Nil (P.Y.Nil) Equity Shares have been issued & allotted to the Employees / Director against exercise of Options under Core ESOS 2007. b. 7,500,000 Equity Shares are reserved for allotment of equity shares under Core Employee Stock Option Scheme 2009. Out of this, Nil (PY Nil) equity shares have been issued & alloted to the employees against exercise of Options under Core ESOS 2009. c. Refer Note no. 3.4 for option vested on share captial in respect of foreign currency convertible bonds. iii) Terms/rights attached to equity shares The company has only one class of equity shares having a par value of ` 2/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. 74 | Annual Report 2014-15 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 2 - Reserves And Surplus Capital Reserves 189,500,000 189,500,000 Securities Premium Account As per last Balance Sheet 7,217,277,941 7,217,277,941 Add: On conversion of FCCB - - Add: On exercise of ESOS - - Less : FCCB / Warrant issue expenses 139,942 - 7,217,417,882 7,217,277,941 Debenture Redemption Reserve As per last Balance Sheet 145,914,876 145,914,876 Add: Additions issued during the year - - 145,914,876 145,914,876 Foreign Currency Translation Reserve: As per last Balance Sheet 4,627,665,975 1,640,525,768 Add: Effect of foreign exchange rate variations during the year (7,221,661,384) 2,987,140,207 (2,593,995,409) 4,627,665,975 General Reserve: As per last Balance Sheet 696,000,000 696,000,000 Add: Transfer from Statement of Profit & Loss - - 696,000,000 696,000,000 Statement of Profit and Loss As per last Balance Sheet 6,272,010,218 11,135,399,417 Add: Profit/(Loss) for the period (13,276,391,943) (4,943,221,061)

Less: Appropriations Depreciation Adjustment 30,792,697 - Proposed Dividend - (68,690,296) Tax on Proposed Dividend - (11,141,566) Minority Interest - - Impairment of Investment - (7,035,174,422) 6,272,010,218 Total (1,380,337,073) 19,148,369,010 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 Current Non Current Current Non Current 3 - Long-Term Borrowings Secured Loans Non Convertible Debentures 828,000,000 552,000,000 606,000,000 774,000,000 Term Loans from Banks & Financial Institutions 3,245,172,053 391,923,702 2,836,626,532 949,855,383 Foreign Currency Term Loans 2,611,066,382 2,027,261,005 1,592,418,273 2,503,396,820 Vehicle Loans from Banks 1,813,637 - Finance Lease Obligations (Refer Note No. 29) 614,499,318 226,463,307 7,149,078 219,034,376 Others* - 721,606,675 - 1,174,807,408 *(Refer Note No. 37 (e), total outstanding amount to HPFS is ` 934,807,408) Unsecured Loans Foreign Currency Convertible Bonds 3,063,005,980 - 2,941,103,913 From Other Parties 6,311,338 1,179,098,315 6,311,338 1,258,056,473 Total 7,305,049,091 8,161,358,982 5,050,318,857 9,820,254,372 NOTES forming part of the Consolidated Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 75 3.1 ` 1,380,000,000 (PY 1,380,000,000 ) is to be secured by pari passu first charge on immovable asset and tangible Fixed assets of the Company. Name of Investor (debenture holder) (As originally alloted and certified by Management) Subscription Amount (` in Crores) No. of debentures of face value ` 1,000,000 No. of debentures in the form of STRPPs of ` 100,000 each ISINs and respective number of debentures in the form of STRPPs under each ISIN to be redeemed in the ratio of 30:30:40, at the end of 3rd/4th/5th year from date of allotment INE247G07013 (No. of debentures in the form of STRPPs) INE247G07021 (No. of debentures in the form of STRPPs) INE247G07039 (No. of debentures in the form of STRPPs) First Tranche; date of allotment of debentures: 30th March, 2011 Bank of Maharashtra 100,000,000 100 1,000 300 300 400 Bank of Maharashtra Employees Gratuity Fund 40,000,000 40 400 120 120 160 Bank of Maharashtra Employees Pension Fund 50,000,000 50 500 150 150 200 Bank of Maharashtra Employees Provident Fund 50,000,000 50 500 150 150 200 Oriental Bank of Commerce 100,000,000 100 1,000 300 300 400 Canara Bank 100,000,000 100 1,000 300 300 400 Union Bank of India 100,000,000 100 1,000 300 300 400 Dena Bank Employees’ Pension Fund 50,000,000 50 500 150 150 200 Dena Bank Employees’ Gratuity Fund 50,000,000 50 500 150 150 200 Total (A) 640,000,000 640 6,400 1,920 1,920 2,560 Second Tranche; date of allotment of debentures: 17th June, 2011 Chhattisgarh State Electricity Board Provident Fund Trust 50,000,000 50 500 150 150 200 Chhattisgarh State Electricity Board Gratuity & Pension Fund Trust 50,000,000 50 500 150 150 200 Dena Bank Employees Pension Fund 45,000,000 45 450 135 135 180 Dena Bank Employees Provident Fund 5,000,000 5 50 15 15 20 Total (B) 150,000,000 150 1,500 450 450 600 Third Tranche; date of allotment of debentures: 30th December, 2011 Central Bank of India 100,000,000 100 1,000 300 300 400 Canara Bank 150,000,000 150 1,500 450 450 600 Bank of Maharashtra 100,000,000 100 1,000 300 300 400 Indian overseas Bank 150,000,000 150 1,500 450 450 600 Bank of Maharashtra Employees Provident Fund 40,000,000 40 400 120 120 160 Bank of Maharashtra Employees Pension Fund 50,000,000 50 500 150 150 200 Total (C) 590,000,000 590 5,900 1,770 1,770 2,360 Grand Total (A+B+C) 1,380,000,000 1,380 13,800 4,140 4,140 5,520 3.2 Maturity Profile 2015-16 2016-17 2017-18 2017-18 11.75% Non-Convertible Debentures 640,000,000 - - - 12.75% Non-Convertible Debentures 90,000,000 60,000,000 - - 13% Non-Convertible Debentures 354,000,000 236,000,000 - - Term Loan from Banks 10,256,403,980 914,805,972 1,366,786,027 42,105,266 Foreign Currency Term Loans 2,611,066,382 938,862,000 931,922,005 156,477,000 Vehicle Loan - - Foreign Currency Convertible Bonds - - Total

13,951,470,362 2,149,667,972 2,298,708,031 198,582,266 3.3 Term Loans (including vehicle loan and foreign currency loan) comprising of: (a) ` 342,742,136 (P.Y. ` 458,242,136 ) is secured by way of an exclusive charge on the project assets and project receivables. (b) ` 79,305,158 (P.Y. ` 79,305,158 ) is secured by an exclusive charge on the assets to be created under the Gujarat school project. (c) ` 264,704,800 (P.Y. ` 264,704,800) is secured by first exclusive charge on its property at Mahape, Navi Mumbai (CORE Knowledge Centre), measuring 38,300 square feet. (d) ` 282,000,000 (P.Y. ` 329,000,000 ) is secured by equitable mortgage over its properties located at units no. 1 and 1A, 2nd and 5th Floor, Plot No. 797, United Infotech Park Building, Trans Thane Creek Industrial Area, Savli Village, Opposite Millennium Business Park, Mahape, Navi Mumbai. (e) ` 1,251,816,000 (P.Y. ` 1,201,996,000 ) is secured by a first pari passu charge and mortgage over its properties located at Office Nos. 1 to 7, 10th Floor, Lotus Nilkamal Business Park, New Link Road, Andheri, Mumbai, a first pari passu charge over all movable assets of and 76 | Annual Report 2014-15 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 4 - Deferred Tax Liability (Net): Deferred Tax Liability Provision for Depreciation 304,746,438 304,746,438 Deferred Tax Assets Provision for Employee Benefits (1,709,736) (1,709,736) Finance Lease (98,791,489) (98,791,489) Carried forward losses and unabsorb depreciation ** (204,245,213) (204,245,213) Deferred Tax Liability (Net) - - ** Deferred tax assets on carried forward losses and unabsorbed depreciation are recognised to the extent of deferred tax liabilities on a conservative basis. (Amount in `) As at 31st March, 2015 As at 31st March, 2014 5 - Long-Term Provisions Provision for Employee Benefits 2,445,077 2,199,520 Total 2,445,077 2,199,520 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 6 - Short-Term Borrowings Secured Loans From Banks & Financial Institutions - Working Capital Loan 3,306,317,965 3,247,614,670 - Other Short Term Loan 1,712,366,348 1,559,662,902 Unsecured Loans from Banks & Financial Institutions - Other Short Term Loan 1,131,554,803 1,144,773,794 Total 6,150,239,116 5,952,051,367 NOTES forming part of the Consolidated Financial Statements project receivables from the ICT project at Haryana and the non-interest bearing escrow account maintained by Standard Chartered Bank, Delhi branch. (f) ` Nil (P.Y. ` 1,813,637 ) is secured by hypothecation of respective vehicles. (g) Finance lease obligations are secured against lease assets. (h) ` 1,184,444,348 (P.Y. ` 1,184,444,348) secured against pledge of shares. (i) ` 232,083,312 (P.Y.` 315,789,472) secured against Gujarat ICT receivables. (j) ` 3,116,552,962 (P.Y.3,108,157,160) Guarantee & Indeminity from the Parent Guarantor (k) ` NIL (P.Y. 114,869,491) is secured by First Charge of property located at 115P, 119P Rickman Industrial Drive, Holly Springs Cherokee, GA and 250 Turner Blvd, Ballground, Cherokke, G.A. (l) ` 895,866,424 (P.Y. 872,788,442 ) Secured by a pledge of shares of ITN Mark Education Limited and is guaranteed by a personal guarantee from Mr. Sanjeev Mansotra and a corporate guarantee from the Parent Guarantor and Core Infrapower Limited. The loan is also secured by a pledge of shares held in Core UK by the Parent Guarantor. 3.4 In the year 2010-11, the Company had issued foreign currency convertible bonds of USD 75 million which matures on 7th May, 2015. The intial conversion price of the said bonds was fixed at 10% premium over the reference share price of ` 247.09 calculated in accordance with the applicable rule and regualtions governing the issue, issued by the Reserves Bank of India and the SEBI in this regards and, which works out to ` 271.80 the fixed exchange rate for the issue was USD 1 = 44.43. During the year 2010-11 to 2012-13, FCCB of USD 26.07 million were converted into 4,995,987 equity shares at the conversion price of ` 271.80 comprising face value of ` 2/- and premium of ` 269.80 for each equity shares As on 31st March, 2015 USD 48,937 million bonds are outstanding for conversion. 3.5 Details of default in

repayment of long term borrowing and interest (overdue) as at 31st March,2015 is as under: Lender/period of delays Principal Interest Total 1. Bank - Under Long Term Less than 180 Days 253,674,637 75,672,456 329,347,093 More than 180 Days 1,063,043,140 253,866,311 1,316,909,451 2. Debentureholders Less than 180 Days 369,000,000 85,278,216 454,278,216 More than 180 Days 237,000,000 270,971,161 507,971,161 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 77 6.1 Working Capital Loan- ‘-Secured by hypothecation of entire stocks, book debts & other current assets of the company (present & future); further secured by equitable mortgage on the immovable properties of the company situated at Unit No: 1 to 8, Sector III, Building No: 4, Millennium Business Park, Navi Mumbai and Unit No. 1, 4th floor, United Infotech Park, TTC Industrial Area, Navi Mumbai; and further secured by immovable properties of the company situated at a) 10th floor, Lotus Neelkamal Business park, Near Fun Republic, Off Andheri Link Road, Andheri (W) b) Unit No. 1, 1st Flr, United Infotech Park, (CKC), Plot No.R-797, Navi Mumbai c) Unit No. 1, 3rd Flr, United Infotech Park, (CKC), Plot No.R-797, Navi Mumbai, d) Land admeasuring 50 acres situated at Hyderabad. Unsecured other short tem loan of ` 850,000,000 (previous year ` 850,000,000) is secured by the shares of the company held by promoters. 6.2 Details of default in repayment of Short term borrowing and interest (overdue) as at 31st March,2015 is as under: Principal Interest Total 1. Other Parties Less than 180 Days 10,006,049 75,698,661 85,704,710 More than 180 Days 1,096,900,852 242,337,912 1,339,238,764 2. Bank Less Than 180 Days - 187,252,494 187,252,494 More than 180 days 4,476,336,420 473,270,750 4,949,607,170 3. Financial Institution More than 180 Days 124,444,772 292,280,074 416,724,846 Less than 180 Days 5,024,756,154 498,142,450 5,522,898,604 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 7 - Trade Payables Acceptances - - Others 2,064,938,120 2,053,842,112 Total 2,064,938,120 2,053,842,112 7.1 Micro and Small Entities The particulars required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 (MSMED Act) in respect of principal amount remaining unpaid to any supplier as at the end of the year, amount due to the suppliers beyond the appointed day during the year, amount of interest if any, accrued and remaining unpaid as at the end of the year etc. could not be disclosed for want of information whether sundry creditors include dues payable to any such undertakings. The Company has initiated the exercise of identifying the status of the suppliers as required under MSMED Act where supplier confirmations are awaited. (Amount in `) As at 31st March, 2015 As at 31st March, 2014 8 - Other Current Liabilities Current maturities of long-term debt (Refer Note No. 3) 6,690,549,773 5,043,169,779 Current maturities of finance lease obligations (Refer Note No. 3) 614,499,318 7,149,078 Interest accrued but not due on borrowings - 150,891,477 Interest Accrued and due on borrowing 3,003,120,448 1,062,160,012 Unpaid dividends* 416,348 416,348 Advances received from Group Companies 607,423,111 632,893,983 Income received in advance 100,703,441 113,029,493 Other payables (including statutory dues payable) 1,394,591,879 1,411,391,470 Total 12,411,304,317 8,421,101,641 *No amount is due to Investor Education and Protection Fund. (Amount in `) As at 31st March, 2014 As at 31st March, 2013 9 - Short-Term Provisions Provision for Employee Benefit 2,234,915 2,884,427 Other Provisions (including Current/ Fringe Benefit Taxes -Provisions net of payments) 817,006,668 727,366,503 Total 819,241,583 730,250,930 78 | Annual Report 2014-15 NOTES forming part of the Consolidated Financial Statements 10 - Fixed Assets- Tangible (Amount in `) Description of Assets Cost Depreciation Net Block As at 01.04.2014 Foreign Exchange Revaluation Difference Additions during the year Disposals during the year As at 31.03.2015 As at 01.04.2014 Trf to Reserves Foreign

Exchange Revaluation Difference For the Year On Disposal As at 31.03.2015 As at 31.03.2015 As at 31.03.2014 Owned Assets Land 1,821,607,253 - - - 1,821,607,253 - - - - - - 1,821,607,253 1,821,607,253 Building 1,258,907,036 - - 395,599,121 863,307,915 99,054,880 - - 14,420,444 25,932,425 87,542,899 775,765,016 1,159,852,156 Computers 1,928,146,351 (833,242) 5,321,523 3,626,671 1,929,007,961 907,071,321 5,507,679 (2,351,502) 490,679,835 2,544,891 1,398,362,441 530,645,520 1,021,075,031 Servers & Network Components 66,368,751 - - - 66,368,751 60,031,878 6,827 - 4,185,309 - 64,224,014 2,144,737 6,336,873 Furniture & Fixture 705,118,274 1,301,518 25,283 4,465,543 701,979,533 288,075,677 - 4,601,119 110,583,722 3,923,116 399,337,403 302,642,129 417,042,597 Electrical Equipment 28,410,752 - - - 28,410,752 14,917,056 - - 4,320,075 - 19,237,131 9,173,621 13,493,696 Office Equipments 1,203,887,066 5,880,345 14,733,836 405,469,701 819,031,547 558,423,523 8,115,707 13,615,814 137,730,757 170,296,855 547,588,945 271,442,602 645,463,544 Motor Car 87,601,768 56,540 - 50,634,082 37,024,226 34,783,078 - 339,691 7,199,445 17,389,297 24,932,917 12,091,310 52,818,690 Leased Assets - - - - - - - - - - - - - Leasehold Improvements 19,909,171 (4,922,855) - 8,028,869 6,957,446 9,429,592 - 1,362,355 - 5,283,596 5,508,351 1,449,095 10,479,579 Computer 735,136,474 19,978,499 - - 755,114,973 326,992,633 - 19,978,499 154,273,809 - 501,244,941 253,870,032 408,143,841 Furniture & Fixture 58,549,960 - - - 58,549,960 26,403,632 - - 11,709,992 - 38,113,626 20,436,333 32,146,328 Total Amount (`) 7,913,642,857 21,460,805 20,080,642 867,823,986 7,087,360,319 2,325,183,270 13,630,213 37,545,977 935,103,388 225,370,180 3,086,092,668 4,001,267,649 5,588,459,588 Previous Year 7,637,750,874 66,736,104 269,629,919 60,474,040 7,913,642,857 1,504,027,042 (30,232,266) 887,797,974 36,409,480 2,325,183,270 5,588,459,588 11 - Fixed Assets - Intangible (Amount in `) Description of Assets Cost Amortization Net Block As at 01.04.2014 Foreign Exchange Revaluation Difference Additions during the year Disposals during the year As at 31.03.2015 As at 01.04.2014 Foreign Exchange Revaluation Difference For the Year On Disposal As at 31.03.2015 As at 31.03.2015 As at 31.03.2014 Computer Software 110,991,906 (33,690) 521,739 365,721 111,114,233 63,972,036 8,206,450 14,728,565 5,704,047 81,203,003 29,911,230 47,019,870 Intellectual Property Rights 16,543,320,587 676,926,267 1,693,050,619 7,306,423 18,905,991,049 3,869,983,499 43,420,958 3,536,590,987 236,347,494 7,213,647,950 11,692,343,099 12,673,337,086 Total Amount (`) 16,654,312,493 676,892,576 1,693,572,357 7,672,145 19,017,105,282 3,933,955,535 51,627,408 3,551,319,551 242,051,541 7,294,850,953 11,722,254,329 12,720,356,956 Less : Impairment ( Refer Note No. 38(a) ) (50,526,970) (2,145,862,879) Total Amount (`) 16,654,312,493 676,892,576 1,693,572,357 7,672,145 19,017,105,282 3,933,955,535 1,100,438 1,405,456,672 242,051,541 7,294,850,953 11,722,254,329 12,720,356,956 Previous Year 7,967,770,556 436,094,610 8,896,489,187 646,041,860 16,654,312,493 2,603,212,292 239,118,085 1,112,871,973 21,246,816 3,933,955,535 12,720,356,956 Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 79 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 12 - Non Current Investments Investment 1,549,163,570 - Total 1,549,163,570 - Aggregate Value of Unquoted Investment 1,549,163,570 - (Amount in `) As at 31st March, 2015 As at 31st March, 2014 13 - Long-Term Loans And Advances (Unsecured and considered good) Loans and Advances to other than related parties: Capital Advances 96,581,255 78,681,255 Security deposits 32,679,669 36,571,971 Advance Income Tax & TDS (Net of provisions) 323,491 326,491 Balances with Government Authorities (Service Tax & VAT Credit Receivables) 98,147,254 109,507,219 Other Advances 1,977,123,737 2,505,625,126 Total 2,204,855,406 2,730,712,063 (Amount in `) As at 31st March, 2015 As at 31st

March, 2014 14 - Other Non-Current Assets (Unsecured and considered good) Unamortised Expenses 98,669 280,787 Total 98,669 280,787 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 15 - Inventories (at cost or net realisable value whichever is lower) Software Development Work-in-Process 88,190,890 2,478,357,182 (Taken, valued and certified by the management) Total 88,190,890 2,478,357,182 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 16 - Trade Receivables (Unsecured and considered good) Over Six Months 3,458,783,542 6,143,366,233 Others 2,462,069,510 4,739,274,383 Total* 5,920,853,053 10,882,640,616 * Refer Note No. 36 (d) (Amount in `) As at 31st March, 2015 As at 31st March, 2014 17 - Cash And Cash Equivalents Balances with banks In Current Accounts 272,581,465 73,476,953 In Unpaid Dividend Accounts 222,052 222,232 Cash on hand 1,182,280 965,421 Other Bank Balance Term Deposits 152,651,091 150,646,094 (given as security for bank guarantee) (Those having maturing date for more than 12 months - F.Y. 2014-15 ` 13,21,40,513, F.Y. 2013-14 ` 12,25,29,175) Total 426,636,888 225,310,702 80 | Annual Report 2014-15 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 18 - Short-Term Loans And Advances (Unsecured and considered good) Loans and Advances to related parties (Refer Note No. 28) 1,279,600,007 2,331,859,836 Others Others (including Advances against supplies and services, Staff Advances, etc) 3,344,139,709 4,770,913,058 Total 4,623,739,716 7,102,772,895 (Amount in `) As at 31st March, 2015 As at 31st March, 2014 19 - Other Current Assets (Unsecured and considered good) Unamortised Expenses 98,667 280,787 Total 98,667 280,787 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 20 - Revenue From Operations Income from operation EOU: Software Development : Off-shore 550,384,179 1,261,937,896 Software Development : On -shore 1,958,969,250 3,791,857,327 2,509,353,429 5,053,795,224 Non-EOU: Software Development & Services 4,254,092,597 6,162,779,229 Government ICT Projects 925,195,332 1,141,014,766 5,179,287,929 7,303,793,995 Total 7,688,641,358 12,357,589,218 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 21 - Other Income Interest Income 12,591,120 23,721,572 Exchange Gain (Net) 467,672,405 20,639,226 Miscellaneous Income 225,750 3,324,296 Total 480,489,276 47,685,094 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 22 - Operating Cost A. 1) Employee Cost 959,726,259 1,507,000,006 2) Other Manpower Cost 683,711,678 1,075,057,801 B. Supplies & Services 2,682,673,803 4,156,299,883 Total 4,326,111,740 6,738,357,690 NOTES forming part of the Consolidated Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 81 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 23 - Changes In Inventories of Work-In-Progress Opening stock Work-in-progress 514,717,441 3,021,390,296 Closing stock Work-in-progress 88,190,890 2,478,357,182 Total 426,526,550 543,033,114 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 24 - EMPLOYEE BENEFIT EXPENSE Salaries and wages 303,263,305 853,637,360 Contribution to provident and other funds 15,846,030 5,120,138 Staff welfare expenses 73,252,506 70,595,315 Total 392,361,841 929,352,813 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 25 - FINANCE COST Interest expense 2,112,460,431 1,967,424,662 Other borrowing costs 71,843,038 71,749,442 Net (gain)/loss on foreign currency transactions and translation 121,902,067 279,454,739 Total 2,306,205,536 2,318,628,843 (Amount in `) For the year ended 31st March, 2015 For the year ended 31st March, 2014 26 - OTHER EXPENSES Electricity Charges 14,150,584 17,031,029 Repairs and maintenance - Others 2,284,560 7,513,536 Insurance 27,736,799 50,609,044 Rates & Taxes (excluding taxes on income) 142,061,821

294,206,759 Payment to Auditors Audit Fees 1,535,000 5,478,811 Certification Fees 71,225 256,582 1,606,225 5,735,393 Professional Charges 115,160,743 333,321,985 Travelling Expneses 39,072,287 84,802,685 ROC, Listing Fees 313,332 290,393 Sundry Balances written off (49,017) 22,058,519 Bad Debts 3,503,813,824 1,769,918,589 Directors Sitting Fees 340,000 740,000 Loss in Fixed Assets 301,393,679 - Miscellaneous expenses 165,030,083 434,450,808 Total 4,312,914,921 3,020,678,742 82 | Annual Report 2014-15 27 - Segment Reporting : The Company provides software development and related IT and Infrastructure services. The company has identified six business segments viz. Assessment, Governance, Learning,Teaching, Consulting & Advance Technology The accounting policies adopted for segment reporting are in line with the accounting policy of the company with following additional policies for segment reporting. (a) Revenue and expenses have been identified as allocable to a particular segment on the basis of relationship to operating activities of the segment, Revenue and expenses which relate to enterprises as a whole and are not allocable to a particular segment on reasonable basis have been disclosed as “Unallocated Corporate Expenses”. (b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallocated Corporate Assets” or “Unallocated Corporate Liabilities” as the case may be. Segment Reporting as per AS 17 1. Primary Segment Information Particulars Consolidated Assessment Governance Learning Teaching Consulting Advance Technology Total 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014 1 Segment Revenue External Sales (Net of Int. Seg Sales) 1,303,111,238 3,037,034,243 2,086,168,445 2,380,616,748 32,844,837 80,515,104 - 1,782,136,279 3,371,155,882 3,962,552,238 892,350,495 2,349,023,995 7,685,630,897 13,591,878,605 Unallocable Revenue 3,010,461 1,234,289,387 Gross / Net Turnover 1,303,111,238 3,037,034,243 2,086,168,445 2,380,616,748 32,844,837 80,515,104 - 1,782,136,279 3,371,155,882 3,962,552,238 892,350,495 2,349,023,995 7,688,641,358 12,357,589,218 2 Segment Results before Interest and Taxes ( 2,802,889,852 ) 1,080,541,089 (5,822,536,273 ) 490,399,657 (6,278,864) 58,209,154 90,722,028 100,866,479 1,856,139,837 (442,804,450) (203,081,988) (281,170,907) (6,887,925,112) 1,006,041,021 Unallocable Revenue Results before Interest and Taxes (6,887,925,112 ) 1,006,041,021 Less : Unallocable Expenses 4,673,268,513 4,179,246,529 Less : Interest / Finance Expenses 2,195,687,594 2,039,174,104 Add : Interest Income 480,489,276 47,685,094 Profit before Tax (13,276,391,944 ) (5,164,694,517) Current Tax - 11,340,366 Deferred Tax - (232,813,823) Profit After Tax (13,276,391,944) (4,943,221,061) 3 Other Information Segment Assets 2,915,492,095 5,700,396,216 294,601,553 23,927,773,491 73,216,500 576,085,319 2,760,062,854 2,963,485,919 (1,722,071,857) 1,524,064,150 5,142,394,118 12,447,415,100 9,463,695,263 47,139,220,194 Segment Assets Unallocable 14,761,011,329 23,597,024 Segment Liabilities 989,962,947 5,735,938,823 7,317,896,395 4,640,028,581 95,044,155 393,572,673 1,437,792,806 1,467,482,535 2,981,651,768 5,539,813,323 3,967,380,918 8,992,810,275 16,789,728,988 26,769,646,209 Segment Liabilities UnAllocable 20,497,165,125 42,569,969 Depreciation 2,317,589,661 1,982,415,565 Non Cash Expenses other than Depreciation 10,844,606,737 - 2. Secondary Segment Information Particulars As at 31.03.2015 As at 31.03.2014 1 Segment Revenue :- Within India 1,478,589,973 2,753,467,765 Outside India 6,210,051,385 9,604,121,452 Total Revenue 7,688,641,358 12,357,589,218 2 Segment Assets Within India 20,573,228,812 16,178,564,104 Outside India 3,651,477,781 30,960,656,090 Total Assets

24,224,706,592 47,139,220,194 3 Segment Liabilities Within India 22,476,896,895 11,052,947,392 Outside India 14,809,997,218 15,716,698,816 Total Liabilities 37,286,894,113 26,769,646,209 NOTES forming part of the Consolidated Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 83 28 - As per the Accounting Standard 18, the disclosure of transactions with the related parties as defined in the accounting standards, are given below (a) List of the related parties where control exist and related parties with whom transactions have taken place and relationship. Sr. No. Name of the Related Party Relationship 1 Wisdom Global Enterprises Limited Promoter Company 2 CORE Infrapower Ltd. 1 Mr. Sanjeev Mansotra, Chairman Key Managerial Personnel 2 Mr. Nareshkumar Sharma, Executive Director (Resigned on 14/11/2014) 3 Mr. Nikhil Morsawala, Director Finance 4 Mr. Ashutosh Ghare (CEO) 5 Mr. Prakash Gupta (CEO) 1 Mrs. Neelam Mansotra Relative of Key Managerial Personnel 1 CORE Wellness Ltd. Enterprises over which Key Managerial Personnel having significant influence 2 Sohum Health Awareness Private Limited 3 CORE Steel Industries Private Limited 4 CORE Steel & Power Ltd. 5 SM Infra Power (India) Private Limited 6 SM Solar Energy (India) Private Limited 7 SM MP Power (India) Private Limited 8 SM Ratnagiri Power (India) Private Limited 9 Wisdom Global Exports Pte. Ltd. 10 Wisdom Global Exports FZCo 11 CORE Education PLC (Isle of Man) (b) Transaction during the year with related parties: Sr. No. Nature of Transaction (Excluding reimbursements) Promoter/ Group Companies Key Managerial Personnel Relative of Key Managerial Personnel Key Managerial Personnel having significant influence Total 1 Payment to Key Managerial Person - 1,278,334 - - 1,278,334 - 16,884,447 - - 16,884,447 2 Loans & Advance given/(return/taken) (161,728,775) - - (22,495,741) (184,224,516) (1,454,679,740) - - 183,069,224 (1,271,610,516) 3 Rent - - 1,800,000 - 1,800,000 - - 3,600,000 - 3,600,000 4 Advance from Promoter Contribution (187,466,775) (187,466,775) (991,631,540) (991,631,540) Balance as at 31st March, 2015 4 Loan & Advances (1,109,165,343) - - 25,768,860 (1,083,396,483) 5 Sundry Creditors (947,436,568) - - 48,264,601 (899,171,967) (2,515,420) - 5,740,000 - 3,224,580 (25,939,534) - 4,320,000 - (21,619,534) Note : The Figures in Italics are in respect of Previous year Disclosure in respect of significant related party transaction during the year. 1 Loans and Advances ` 22.25 million taken from CORE Wellness Ltd. Loans repaid ` 25.72 million to Core Infra Power Ltd. 2 In Payment to Key Management Personnel includes ` 1 to Mr. Nikhil Morsawala ( Previous Year ` 5,000,004), NIL to Mr Naresh Sharma (Previous Year ` 4,800,000), ` 1,278,334 to Ashutosh Ghare (Previous Year ` 1,050,000). 3 Rent payable to Relatives of Key Managerial person Mrs. Neelam Mansotra amounts to ` 1,800,000 (Previous year ` 3,600,000) 4 Advance received from Promoter Contribution ` 187,466,775 (Previous year ` 991,631,540) 29 - Leases (a) The company has operating lease in respect of office premises. Further lease rentals payable in respect of the above which are non cancellable is as follows : (Amount in `) As at 31st March, 2015 As at 31st March, 2014 Not later than one year - 3,600,000.00 Later than one year but not later than five years - 6,900,000.00 Later than five year - - 84 | Annual Report 2014-15 (b) The minimum lease rentals and the present value of minimum value of minimum lease payments in respect of assets acquired under finance leases are as follows: (Amount in `) Particulars Total Minimum Lease Payments Outstanding Future Interest on Outstanding Lease Payments Present Value of minimum lease payments As at 31st March, 2015 As at 31st March, 2014 As at 31st March, 2015 As at 31st March, 2014 As at 31st March, 2015 As at 31st March, 2014 Not later than one year 639,613,256 33,799,355 25,113,938 26,650,277 614,499,318 7,149,078 Later than one year but not later than five years 236,148,988 249,322,095 9,685,681 30,287,719 226,463,307 219,034,376 Later than five year - - 30 -

Earnings Per Share (EPS) (a) Earnings Per Share (EPS) Basic and Diluted (Amount in `) Particulars As at 31st March, 2015 As at 31st March, 2014 Net Profit after Tax as per Statement of Profit & Loss attributable to Equity Shareholders (13,276,391,943) (4,943,221,061) Weighted average number of Equity Shares (Basic) 114,483,826 114,483,826 Weighted average number of Equity Shares (Diluted) 122,483,351 122,483,351 Basic Earning Per Share (EPS) (115.97) (43.18) Diluted Earning Per Share (EPS) (115.97) (43.18) Face Value Per Equity Shares 2/- 2/- ** Being anti dilutive, the effect of dilution is not considered. (b) Reconciliation of basic and diluted share used in computing earnings per share Particulars As at 31st March, 2015 As at 31st March, 2014 Number of Equity Shares considered as basic weighted average shares outstanding 114,483,826 114,483,826 Add : Effect of dilutive issues of FCCB 7,999,525 7,999,525 Number of Equity Shares considered as weighted average shares and potential share outstanding 122,483,351 122,483,351 31 - Remittances In Foreign Currency On Account Of Dividend The company has paid dividend in respect of shares held by Non-Residents on repatriation basis. This inter-alia includes portfolio investment and direct investment, where the amount is also credited to Non-Resident External Account (NRE A/c). The exact amount of dividend remitted in foreign currency cannot be ascertained. The total amount remittable in this respect is NIL: 32. Commitments a) Estimated amount of contracts remaining to be executed on capital account and not provided for ` NIL /- (P.Y. ` 500,747/-). 33 - Financial and Derivative Instruments a) Derivative contracts entered into by the Company and outstanding as on 31st March, 2015 For Hedging Currency & Interest Rate Risks :- For Nominal amounts of derivative contracts entered into by the Company and outstanding as on 31st March, 2015 amount to ` NIL (Previous Year NIL) b) Details of foreign currency exposures that are not hedged by a derivative instrument or otherwise : Foreign currency exposure (other than foreign operation) that are not hedged as on 31st March, 2015 amount to ` 7,498,685,617/- (P.Y. 6,733,939,592/-) on account of: NOTES forming part of the Consolidated Financial Statements Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 85 Particulars Amount in foreign currency Equivalent amount in ` As at 31st March, 2015 As at 31st March, 2014 As at 31st March, 2015 As at 31st March, 2014 Trade Receivables USD 52,367,828 43,737,494 3,277,744,224 2,628,614,656 Advances Received GBP (379,768) (378,318) (35,113,007) (37,774,977) AED (2,870,538) - (48,861,717) - USD (158,264) - (9,905,863) - Total 48,959,258 43,359,176 3,183,863,637 2,590,839,679 Borrowings USD 68,937,000 68,937,000 4,314,821,980 4,143,099,913 34 - Earnings In Foreign Exchange (Amount in `) Particulars For the year ended 31st March, 2015 For the year ended 31st March, 2014 Export of Software calculated on FOB basis 550,384,179 1,261,937,896 Total 550,384,179 1,261,937,896 35 - Expenditure In Foreign Currency (Amount in `) Particulars For the year ended 31st March, 205 For the year ended 31st March, 2014 FCCB Issue Expenses and interest 212,073,075 209,399,300 Travelling, Hotel & Lodging 1,152,088 874,317 Professional Fees 177,397 - Interest on Term Loan 79,896,706 77,357,118 Other matters - - Total 293,299,266 287,630,735 36 - Contingent Liabilities: (Amount in `) Particulars As at 31st March, 2015 As at 31st March, 2014 Bank Guarantees 536,476,889 546,816,815 Default Interest on FCCB @9% 352,808,854 - Total 889,285,743 546,816,815 37 - Other Notes a) Exceptional Items represents : - Investment W/off : As per the companies estimates on valuation for the investments made in various subsidiaries there was an indication that the investment has to be impaired. Hence the company has made provision as per AS -13 for dimunition in the value of Investments totalling to ` 4,052,948,378 as on 31st March 2015. Receivables w/off During the year, customers have raised quality issues relating to

assessment and intervention segment of the products. A management committee was formed to analyise and suggest the future course of action. Customers in this segment would, generally make additional improvements on the products sold to them and further sell the upgraded/final product to their customers. During negotiations, these customers have alleged that due to defective products supplied by CORE, they have lost their contracts with reputed clients and have claimed compensation. To avoid the legal claims and disputes in future and to have continuity in overseas operations, the committee has decided to write off the receivables of ` 1,730,436,995 and settle with customers. IPR Impairment: During the year, management has reviewed the carrying value of it’s IPR in view of the adoption of Common Core States Standard Initiative(CCSSI) in the United States of America (USA) where these assets were substantially used. The CCSSI is an education initiative in the USA that seeks to establish consistent education standards across the states as well as ensure that students graduating from high school are prepared to either two 86 | Annual Report 2014-15 NOTES forming part of the Consolidated Financial Statements or four year college programs or enter the workforce. Prior to the CCSSI, each state had its own education standards and Company had the required resources and capability to deliver the solutions. However with the change in regulations and requirements, company has been investing in upgrading to the CCSSI to deliver the solutions consistently and as per requirement. With the CCSSI now in place, all the old products of the company that were aligned to the erstwhile State Standards have become partially redundant. Whilst the erstwhile State Standards will run parallel with the CCSSI for a few years, thus making the old products still commercially relevant, the company has, out of abundant caution, and with a conservative view, decided to fully write down these products. Management has made provision for impairment of ` 3,287,844,535 towards the carrying cost of such IPRs which has been treated as exceptional item. The IPRs aligned to CCSI are carried at cost. (b) Going Concern: The Company’s finances continued to be under stress which is evident from decrease in sales revenue, increase in overdue trade receivables and payables, salary arrears and arrears of statutory dues, over dues (interest and repayment of borrowings) of banks, financial institutions and finance lease obligations. To mitigate the financial stress, the company has taken various steps including cost cutting exercise and opted for Corporate Debt Restructuring (CDR) plan which has been admitted and is subject to final approval from its lenders. Also, during the year a promoter company has infused ` 512,080,907 as an advance under the aforesaid restructuring Plan. The management is confident of approval of the restructuring package of the loans under CDR, improve the operating margins and collection from trade receivables. Despite there being possible material uncertainty in this regard, management is confident of meeting its financial obligations. and hence, these financial statements have been prepared on the basis of going concern assumption. (c) Haryana ICT The company had entered into a contract with the State of Haryana on 25.03.2011 to install and maintain computer labs in 2,622 schools under the ICT program. The project was completed as per the contract and the maintenance part of the contract was in operation since last couple of years. Due to various reasons, chief among them being non-receipt of payments from the State Government, the company had partially ceased to service the contract during the year. In spite of on-going negotiations taking place between the company and the State Governments to revive the project, the company received a termination order from the State on 23.04.2014 and forfeiture of bank guarantee of ` 295,000,000. The company filed a Special Leave Petition with the Supreme Court on 28.04.2014 and in response to which the Supreme Court granted a stay on the termination Order and forfeiture of bank guarantee for a

period of 3 weeks. The stay is currently in operation. The company believes that it has strong case in this matter. Pending outcome of the legal proceedings, no adjustment has been made to the carrying value as at 31st March, 2015 of receivables of ` 748,319,014 and of the fixed assets of ` 1,002,144,968 at this stage, for this project. (d) Trade receivable overdue for more than six months period includes ` 3,458,783,542 dues from customers in assessment segment. Based on the discussion with the customers, management is confident of recovering the dues. The customers have confirmed the year end balances and therefore no provision for doubtfull debts is considered necessary at this stage. (e) Company had purchased computer equipments for ICT projects on financial lease and has taken term loan from Hewlett Packard Financial Services (India) Private Limited (HPFS). During the year, a restructuring agreement has been entered into and a repayment schedule has been restructured for both finance lease and the loan as a consolidated amount. In the absence of breakup of future repayments of lease and loan, the disclosures pertaining to finance lease obligations has not been made. (f) In the opinion of the Board of Directors, other current assets have a value on realisation in the ordinary course of the company’s business, which is at least to the amount at which they are stated in the balance sheet. (g) Advances, Trade payables and few trade receivable balances are subject to confirmation and reconciliation, if any (h) The FCCB redemptiond date was 7th May 2015 but the company has still not redeemed the FCCB (i) Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure. As per our report of even date For and on behalf of the Board For S.S. Kamat & Associates Chartered Accountants Firm Registration No. 127282W Sanjeev Mansotra Non- Executive Chairman DIN No.01030000 Sadanand S Kamat Partner Membership No. 111467 Nikhil Morsawala Director DIN No.00214587 Ashutosh Ghare CEO Date: 17th August 2015 Place: Mumbai Management Discussion and Analysis | Management Reports | Financial Statements CORE Education & Technologies Ltd. | 87 Consolidated cash flow statement for the year ended 31st march, 2015 (Amount in `) Year ended 31st March, 2015 Year ended 31st March, 2014 A CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax: (13,276,391,943) (5,164,694,518) Adjustment for: Depreciation/Amortisation/Diminution 5,628,404,594 1,982,415,565 Unrealised exchange (Gain)/Loss (7,221,661,384) 2,987,140,207 Depreciation Adj to Reserves (30,792,697) Interest expense (net Capitalisation) 2,306,205,536 2,318,628,843 Interest income 480,489,276 (23,721,572) Securities Premium 139,942 Write off - Drs 3,503,813,824 Impairment of Investments 4,052,997,395 3,807,420,652 8,719,596,485 11,071,883,695 Operating profit before Working Capital changes (4,556,795,458) 5,907,189,177 Adjustments for changes in Working capital Inventories 2,390,166,292 543,033,114 Trade Receivables 1,457,973,739 (7,919,234,932) Long term and Short term Loans & Advances 2,524,400,558 2,727,742,913 Trade Payables & Provisions 100,332,218 716,387,906 Other current liabilities 3,990,202,676 2,984,022,107 Deffered Tax - - Other current and non-current assets 364,240 546,349 10,463,439,724 (947,502,542) Cash generated from operations 5,906,644,265 4,959,686,635 Income taxes 11,340,366 Net Cash from Operating activities 5,906,644,265 4,948,346,269 B CASH FLOW FROM INVESTING ACTIVITIES Fixed Assets: Purchase (5,256,850,129) Sale (477,952,957) Investments: (1,549,163,570) Goodwill on Consolidation 88,711,625 (147,196,378) Minority Interest (3,174,725) Purchase Interest received 23,721,572 Net Cash from/used in investing activities (1,938,404,902) (5,383,499,660) C CASH FLOW FROM FINANCING ACTIVITIES Proposed Dividend and Tax on Dividend - 79,831,862 Increase/Decrease in Long Term Borrowing (3,965,100,926) 99,869,805.15 Increase/Decrease in Short Term Borrowing 198,187,750 1,856,061,068 Interest paid

(2,318,628,843) Net Cash from/used in financing activities (3,766,913,176) (282,866,108) D NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 201,326,186 (718,019,499) Cash and Cash Equivalents (Opening balance) 225,310,701 943,330,200 Cash and Cash Equivalents (Closing balance) 426,636,888 225,310,701 Notes : 1 Figures in brackets represent outflows of cash and cash equivalents. 2 Cash flow statement is prepared as per the indirect method specified in Accounting Standard -”3” ‘notified by the Companies (Accounts) Rules,2014 As per our report of even date For and on behalf of the Board For S.S. Kamat & Associates Chartered Accountants Firm Registration No. 127282W Sanjeev Mansotra Non- Executive Chairman DIN No.01030000 Sadanand S Kamat Partner Membership No. 111467 Nikhil Morsawala Director DIN No.00214587 Ashutosh Ghare CEO Date: 17th August 2015 Place: Mumbai 88 | Annual Report 2014-15 Board of Directors Mr. Sanjeev Mansotra Non-Executive Chairman DIN No:01030000 Mr. Sunder Shyam Dua Independent Director DIN No: 01231998 Mr. Naresh Sharma Executive Director *Ceased to be Director with effect from 12th November 2014 Mr. Nikhil Morswala Director DIN No:00214587 Mr. Harihar Iyer Independent Director DIN No: 01677026 Mr. Pundi L. Narasimham * Independent Director. * Ceased to be a Director w.e.f. 18 July, 2014 Bankers / Financial Institutions State Bank of India Standard Chartered Bank Union Bank of India Punjab National Bank Oriental Bank of Commerce Barclays Bank Plc ING Vysya Bank DBS Bank Limited Dhanalaxmi Bank Limited State Bank of Mauritius Central Bank of India Jammu & Kashmir Bank EXIM Bank Life Insurance Corporation of India Credit Suisse Finance (India) Private Limited IL&FS Financial Services Limited Deutsche Bank Statutory Auditors M/s. Aniket Kulkarni & Associated Unit 12, Highway Commercial Centre, I. B. Patel Marg, Off Western Express Highway, Goregoan (E), Mumbai-400063 Email: [email protected] Website: www.aniketkulkarni.in Registrar & Transfer Agent Adroit Corporate Services Private Limited 19/20, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri (West), Mumbai - 400 059. Registered Office Unit No.1-4, Building No. 4, Sector III, Millennium Business Park, Mahape, Navi Mumbai 400 710. Tel: +91 22 27782373 Fax: +91 22 27782374 Website: www.core-edutech.com Email: [email protected] Corporate Information Corporate Office Lotus Business Park, 10th Floor, Dalia Industrial Estate, Off Andheri Link Road, Andheri (W), Mumbai - 400053. Tel: +91 22 3306 6800 Fax: + 91 22 3306 6880 Global Delivery Centre Unit No. 403, 4th Floor, Multistoried Building, SEEPZ – SEZ, Andheri (E), Mumbai – 400 093. Other Offices in India Maharashtra Agarkar Nagar, Building No- 5, 3rd floor, flat no 40, Behind Alankar Theater, Near Pune Railway Station. Pune – 411001 Gujarat 406, Shalin Complex, Sector 11, Cha Road, Gandhinagar, Gujarat-382010, India Punjab Flat No. 116/C5/2BR/5th Floor, Gulmohar City, Derabassi, Punjab-140507 Offices in USA Head Quarters 4390 US Hwy 1 Suite 110 Princeton, New Jersey 08540 Education Division 3275 Crestwood Parkway Suite 20 Duluth GA 30096 Consulting & Staffing Division 1320 University Avenue Rochester, New York 14607 Office in UK Ship Canal House 98 King Street Manchester M2 4UU Office in U.A.E. Office No. 207-210, Block No.17, 2nd Floor, Dubai Knowledge Village, Dubai, U.A.E.