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 forwardlooking 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 managements 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 forwardlooking 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 mediumterm growthincluding 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
Asias 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 201415 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 careerreadiness 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
19992000 and 200910, 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 200910. Going forwards, we
estimate that public spending on education in the UK will fall by 3.5% per year in
real terms between 201011 and 201415. 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 201415.
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 childrens 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 preprimary 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 genderresponsive 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 reforms power to induce
educational improvement is limited at this time. Designing Effective Pay-forPerformance 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 Alevel. 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
sectors 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 bachelors degree programmes and about onesixth 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 Ministers 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 PMs
National Council on Skill Development (NCSD), the National Skill Development Board
(NSDCB) and the NSDC. It oversees and directs the efforts taken vis--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 recentlylaunched 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 Companys 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
Companys 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 Companys
management continues its efforts to revive the operations by pursuing all
alternatives available to it. Disposal of non-core assets, divestment of the
companys 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 Companys 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, DirectorFinance; 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
Companys management continues its efforts to revive the operations by pursuing
all alternatives available to it. Disposal of non-core assets, divestment of the
Companys 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 Companys 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.coreedutech.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 Companys 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 Companys 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 Chairmans 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
Companys 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 arms 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 arms 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 (Dec14 to Nov17) - Mrs. Neelam Mansotra 6 Months (April14
to Sep14) (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 NonExecutive 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: info@core-edutech.com 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:
adroits@vsnl.net 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 - - - - - - - - - Subtotal (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. NonInsistutional 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. Shareholders 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 Promoters
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 Promoters
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 Shareholders 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
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
Shareholders 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 Shareholders 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
Shareholders 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, Wholetime 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) Incometax 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. Companys 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 NonExecutive 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 Companys 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 14-022015. 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 Companys 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 Directors Responsibility Statement to be included in the Boards 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 10-062014. 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 Companys 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 Companys 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 Sep14 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 Companys 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: adroits@vsnl.net Investors may directly contact the Compliance Officer of the
Company at investors@core-edutech.com 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 Companys 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 Shareholders 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 FCCBs:
Proceeds from FCCBs 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 Companys 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 Companys 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 Auditors 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. Managements
Responsibility for the Financial Statements The Companys 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. Auditors 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
auditors 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

Companys 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 Companys 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
Companys ability continue as going concern. As informed to us by management,
the Empowered Group of Corporate Debt Restructuring (CDR) Cell has admitted the
Companys application under the CDR Scheme. The companys 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
Companys 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 doesnt include a statement on the matters specified in
paragraph 3 and 4 of the Companies (Auditors 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 Auditors Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us: i. The Company has disclosed the impact
of pending litigations on its financial position in its 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, 201
or 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 - - Longterm 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-inProcess 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 201213, 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 201415 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 paidup, 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-inProgress 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 20132014 Employers 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) 20142015 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 Companys 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 years figures are in Italics which are below the
current years 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 Weightedaverage 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.
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
its 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 Companys 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 ongoing 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 companys 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 years figures have been regrouped /
reclassified wherever necessary to correspond with the current years 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 201415 (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
Auditors 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. Managements Responsibility for the Financial Statements
The Companys 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. Auditors
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 auditors 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 Companys 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 Companys 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
doesnt include a statement on the matters specified in paragraph 3 and 4 of the
Companies (Auditors 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
Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us: i. The Company has disclosed the impact of pending
litigations on its financial position in its 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 Companys 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 Noncurrent 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 its 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 Interests 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 Interests 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-inProcess 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, 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. (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 201617 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 201415 NOTES forming part of the Consolidated Financial Statements 10 - Fixed AssetsTangible (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-inprogress 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
9 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 NonResident 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 its 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 Companys 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 companys 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 years figures have been regrouped / reclassified wherever
necessary to correspond with the current years 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 NonExecutive 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 noncurrent 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:
aniketkil@gamil.com 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.coreedutech.com Email: info@core-edutech.com 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.