ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Jointeca Education Solutions Ltd.

Mar 31, 2025

We have audited the financial statements of JOINTECA EDUCATION SOLUTIONS
LIMITED (“the Company"), which comprise the balance sheet as at 31st March 2025.
and the statement of Profit and Loss and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information.

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 31st
March. 2025. its profit/loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit In accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act. 2013 and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other
information. The other information comprises the information included in the Board’s
Report including Annexures to Board’s Report but does not include the financial
statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so. consider whether the other information is maternally
Inconsistent with the financial statements or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated

If. based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact We have
nothing to report in this regard

Emphasis of Matter

a. No confirmation relating the outstanding''s of Trade Receivable, Trade Payables,
Unsecured Loans (Liability) and Loans and advances(asset) have been furnished
to us.

b. The company has not deducted Tax at source, where applicable, as per the
provisions of Income tax Act. 1961

c. The company has been facing severe financial crisis from last few year due to
which it is not able to meet its statutory liabilities on time. However, management
is hopeful of a positive revival soon.

d. Due to the prolonged financial crisis. the company has been transacting through
associates

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters We have determined the matters described below to
be the key audit matters to be communicated in our report.

S. No,	Key Audit Matter	Auditor''s Response
1.	Appointment of A whole time secretary	The company has appointed a whole¬ time secretary only on 31st March. 2024
2	Internal Audit as applicable u/s 138 of the Companies Act, 2013	The Company in process to appointed an Internal Auditor
3.	Outstanding Dues	As evident from the Secretarial report of 23-24 the company has not paid listing fees for the year

Responsibilities of Management and Those Charged with Governance for the
Standalone 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, financial performance
and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the accounting Standards specified under section 133 of the
Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding 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.

In preparing the financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless

management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so

Those Board of Directors are also responsible for overseeing the Company’s financial
reporting process

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if. individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs. we exercise professional judgment and
maintain professional skepticism throughout the audit We also:

• Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances Under section 143(3)(i) of the
Companies Act. 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management

• Conclude on the appropriateness of management s use of the going concern basis of
accounting and. based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or. if such disclosures are inadequate, to modify our opinion Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s
report However future events or conditions may cause the Company to cease to
continue as a going concern

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation

Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the standalone financial statements may be

influenced We consider quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the standalone financial statements

We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
Independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial statements of
the current period and are therefore the key audit matters. We describe these matters In
our auditor''s report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order"),

issued by the Central Government of India in terms of sub-section (11) of section

143 of the Companies Act. 2013, we give in the ‘Annexure A’, a statement on the

matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. 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 the Cash Flow
Statement 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 and rules made thereunder

e) On the basis of the written representations received from the directors as on
31st March, 2025 taken on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 2025 from being appointed as a
director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls,
refer to our separate Report in ‘Annexure B*.

g) With respect to the matter to be included in the Auditor''s Report under section
197(16), In our opinion and according to the information and explanations
given to us. the remuneration paid by the Company to its directors during the
current year is in accordance with the provisions of section 197 of the Act The
remuneration paid to any director is not in excess of the limit laid down under
section 197 of the Act. The Ministry of Corporate Affairs has not prescribed
other details under section 197(16) which are required to be commented upon
by us.

h) 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 does not have any pending litigations which would impact its
financial position except for one disputed liability of Rs 46.395/-

li. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses

iii There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company

iv. (a) The management has represented that, to the best of it''s knowledge and
belief, other than as disclosed in the notes to the accounts, no funds have
been advanced or loaned or Invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the company to or in any
other person(s) or entity(ies). including foreign entities ("Intermediaries"),
with the understanding whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified In any manner whatsoever by or on behalf of
the company (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of it’s knowledge and
belief, other than as disclosed in the notes to the accounts, no funds have
been received by the company from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with the understanding, whether recorded
In writing or otherwise, that the company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified In any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under sub-clause (i) and
(li) of Rule 11(e), as provided under (a) and (b) above, contain any material
mis-statement

v No dividend have been declared or paid during the year by the company.

vi. Based on our examination which included test checks, the company has
used an accounting software for maintaining its books of account which has
a feature of recording audit trail (edit log) facility and but the same has not
been operated during the period under audit.

For JPAAG AND ASSOCIATES
Chartered Accountants
FRN: 013380C

Place:-NEW DELHI KANIKA GUPTA

Date: 31/05/2025 (Partner)

UDIN: 25408443BMKBGO8938 Membership No. 408443

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jointeca Education Solutions Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards issued by ICAI and Companies Accounting Standard Rules, 2006. This responsibility includes the design, implementation and maintenance of internal control 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

The Annexure referred to in our report to the members of Jointeca Education Solutions Limited (''the Company'') for the year ended 31 March 2013. We report that

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) During the year the company has not disposed off/ discarded any part of its fixed assets.

(ii) In Respect of inventory

(a) The company''s inventory comprises merely computer hardware and spare parts. The management during the year has physically verified those stocks. In Our opinion the frequency of such verification was reasonable

(b) The company has maintained proper records of inventories. As explained to us and from our observations there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under section 301 of the Act.

(b) Since the company has not granted any loans or advances secured or unsecured to companies firms or other parties as referred under section 301 of the companies act 1956, hence clauses 4(iii)(b) and (c) of the companies Auditor report order 2003 are not applicable

(d) The company has not taken any Loan, Secured or Unsecured from company, Firms and other parties covered in the register maintained under section 301 of the companies Act 1956, hence requirement of clause 4(iii)(e) and (f) of the companies Auditor report order 2003 are not applicable

(iv)In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of software product and services. We have not observed any major weakness in the internal control system during the course of the audit. During the year there is no transaction of purchase of inventory.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, there are no transaction exceeding the value of Rs 5,00,000 with any party during the year in pursuance of any contract and arrangement referred to in (v) (a) above.

(vi)The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

(viii) The Central Government of India has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

(ix) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Sales-tax, Wealth tax, Service tax and other material statutory dues were deposited by the Company during the year with appropriate authorities as per relevant statues.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) The Company did not have defaulted in repayment of dues to any financial institution, banks or debenture holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) The Company has not raised any funds on short-term basis other than bank overdraft. We report that no funds raised on short term basis have been utilised for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has raised money by public issues during the year by issuing 35,84,000 equity shares of shares of RslO each at a premium of Rs 5 per share.

(xxi) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For J P Associates

Chartered Accountants

FRN.-004743C

Place: Jhansi

Date: 28 May 2013 Pradeep Vishwari

(Partner)

M. No.: 414666