Vidya Mandir Classes Limited Balance Sheet as at

Vidya Mandir Classes Limited Balance Sheet as at Note No. EQUITY AND LIABITIES Shareholders' funds Share capital 2.1 728,000 728,000 728,000 Reserves and surplus 2.2 321,950,938 229,431,729 247,910,035 Non-current liabilities Long-term borrowings 2.3 - - - Deferred tax liabilities (Net) 2.4 - - - Other Long term liabilities - - - Long-term provisions 2.5 - - - Current liabilities Short-term borrowings Trade payables 2.6 4,452,456 893,551 1,613,280 Other current liabilities 2.7 505,389,938 422,150,576 438,360,061 Short-term provisions 2.8 7,813,319 - - 840,334,652 653,203,856 688,611,376 ASSETS Non-current assets Fixed assets 2.9 - Tangible assets 15,701,808 15,207,465 15,024,495 - Intangible assets - - Capital work-in-progress - - Intangible assets under development - - - Non-current investments - - - Long-term loans and advances 2.10 201,134,000 121,334,000 121,334,000 Other non-current assets 2.11 15,330,825 11,217,969 13,180,469 Deferred tax Asset (Net) 2.4 518,914 45,777 518,914 Current assets Current investments - - - Inventories - - - Trade receivables 2.12 23,776,391 596,301 3,294,008 Cash and cash equivalents 2.13 234,898,494 195,230,071 206,644,441 Short-term loans and advances 2.14 348,974,219 309,572,273 328,615,049 Other current assets - - - 840,334,652 653,203,856 688,611,376 0.00 - - For Kailash Sushil & Associates Chartered Accountants Firm Registration No.003952N Davender Nath Bhardwaj Partner Membership No.: 084643 Date : 10/02/2016 Sandeep Mehta Whole Time Director DIN:00393459

Vidya Mandir Classes Limited Profit and Loss Statement for the period ended Year ended 31st Dec. 2015 Year ended 31st Dec. 2014 Year ended 31st March 2015 Note Revenue Income from Educational services 2.15 718,208,642 542,740,854 710,922,437 Other income 2.16 13,907,379 5,341,807 11,563,872 732,116,021 548,082,661 722,486,309 Expenses Employee benefits expenses 2.17 88,374,503 54,945,147 79,915,848 Finance cost 2.18 - - - Depreciation/Amortization expenses 2.9 3,169,269 3,524,277 4,142,983 Other expenses 2.19 530,971,326 422,111,586 541,894,676 Expenses Incurred on CSR Activity 2.29-500,000 1,051,000 622,515,098 481,081,010 627,004,507 Profit before tax and exceptional items 109,600,923 67,001,651 95,481,802 Tax expense: - Current tax 35,560,019 21,900,910 31,936,911 - Earlier Year Tax - - - - Deferred Tax - - (473,137) Provisions Provision for Doubtful Debts - - - Profit after tax and Exceptional Item, carried to balance sheet 74,040,904 45,100,741 64,018,028 EBITDA 112,770,192 70,525,928 99,624,785 EPS 1017.05 619.52 879.37 For Kailash Sushil & Associates Chartered Accountants Firm Registration No.003952N Davender Nath Bhardwaj Partner Membership No.: 084643 Date : 10/02/2016 Sandeep Mehta Whole Time Director DIN:00393459

VIDYA MANDIR CLASSES LIMITED 2. Notes on account for the period ended 31st Dec. 2015 31st Dec. 2014 31st March 2015 Number Number Number 2.1 Share capital Authorised Equity shares of Rs.10 each 100,000 1,000,000 100,000 1,000,000 100,000 1,000,000 Issued Equity shares of Rs. 10 each 72,800 728,000 72,800 728,000 72,800 728,000 Subscribed & fully Paid up Equity shares of Rs. 10 each, fully paid up 72,800 728,000 72,800 728,000 72,800 728,000 72,800 728,000 72,800 728,000 72,800 728,000 The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. 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. The reconciliation of the number of shares outstanding and the amount of share capital as at 30th Sep., is set out below: Particulars Equity Shares 31st Dec. 2015 Equity Shares 31st Dec. 2014 31st March 2015 Number of shares Number of shares Number of shares Shares outstanding at the beginning of the year 72,800 728,000 72,800 728,000 72,800 728,000 Add:- Shares Issued during the year - - - - - - Shares outstanding at the end of the year 72,800 728,000 72,800 728,000 72,800 728,000 30th Sep. 2015 30th Sep. 2014 31st March 2015 Particulars Eduity Shares Educomp Solutions Limited 487,760 487,760 487,760 (48776 Equity Shares of Rs. 10/-) Shareholdings 31st Dec. 2015 31st Dec. 2014 31st March 2015 Name of Shareholder Number of Shares held % of Holding Number of Shares held Number of Shares % of Holding held % of Holding Educomp Solutions Limited 48,776 67% 48,776 67% 48,776 67% Brij Mohan 7207 10% 7207 10% 7207 10% Shyam Mohan Gupta 7207 10% 7207 10% 7207 10% Man Mohan Gupta 6006 8% 6006 8% 6006 8% Sandeep Mehta 3604 5% 3604 5% 3604 5% Aggregate number of shares issued for consideration other than cash and shares bought back during the period of five years immediately preceeding the reporting date Year (Aggregate No. of Shares) Particulars 30th Sep. 2015 30th June. 2015 31st March 2015 31st March 2014 31st March 2013 Equity shares Fully paid up pursuant to contract(s) without payment being received in cash - - - - - Shares bought back - - - - - 2.2 Reserves and surplus General Reserve Opening balance 20,715,237 20,715,237 20,715,237 Add:- Current Year Transfer - - - 20,715,237 20,715,237 20,715,237 Surplus Opening balance 227,194,798 163,615,752 163,615,752 (+) Net Profit for the Current Year 74,040,904 45,100,741 64,018,028 (-) Old Depreciation under Companies Act 2013 - - (438,982) (+) Provision WrittenBack - - - (-) Interim Dividends - - - (-) Dividend Tax - - - (-) Transfer to Genral Reserves - - - 301,235,701 208,716,492 227,194,798 321,950,938 229,431,729 247,910,035

2.3 Long-term borrowings Unsecured Loans and advances from related parties - - - (refer to note 2.23) - - - 2.4 Deferred taxes (a) Deffered Tax Liability - Depreciation net of difference in composition of actual (518,914) (45,777) (45,777) - Expenses disallowed under section 43 - (473,137) (b) Deferred Tax Assets - - - Deferred Tax Liability (net) (518,914) (45,777) (518,914) Deferred tax liabilities/(assets) (net) (518,914) (45,777) (518,914) Deferred tax assets and liabilities have been offset wherever the Company has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority. 2.5 Long-term provisions Provision for employee benefits Gratuity - - - Leave Encashment - - - (refer to note 2.22) - - - 2.6 Trade payable Trade Payable-Outside Contract Related Party - - - Trade Payable-Outside Contract - - - Trade payable 4,452,456 893,551 1,613,280 4,452,456 893,551 1,613,280 2.7 Other Current liabilities Income (coaching fee) received in advance 488,643,808 415,068,088 431,711,189 Deposit from Franchise - - 1,000,000 Payable to Employees 408,369 1,196,492 1,128,073 Expenses Payables including Statutory dues - Statutory Liability 2,392,370 1,824,560 2,858,831 - Non-Statutory Liability 13,945,391 16,337,761 4,061,436 5,885,996 1,661,968 4,520,799 505,389,938 422,150,576 438,360,061 2.8 Short-term provisions Income Tax 7,813,319 - - Gratuity - - - Leave Encashment - - - (refer to note 2.22) 7,813,319 - - 2.10 Long-term loans and advances Unsecured, considered good Security deposits to Related Parties 12,000,000 12,000,000 12,000,000 Security deposits to Related Party ELH 187,100,000 107,500,000 107,500,000 Security deposits to others 2,034,000 1,834,000 1,834,000 201,134,000 121,334,000 121,334,000 2.11 Other Non-current assets Others Unsecured, considered good Income Tax Refundable 11,086,427 11,217,969 10,911,469 Advances (CENVAT CREDIT) 4,244,398-2,269,000 15,330,825 11,217,969 13,180,469

2.12 Trade receivables Trade receivables outstanding for a period less than six months from the date they are due for payment Unsecured, considered good 23,776,391 596,301 3,294,008 Unsecured, considered doubtful Less: Provision for doubtful debts - - - 23,776,391 596,301 3,294,008 Trade receivables outstanding for a period exceeding six months from the date they are due for payment Unsecured, considered good - - - Unsecured, considered doubtful - - - Less: Provision for doubtful debts - - - - - - 23,776,391 596,301 3,294,008 2.13 Cash and cash equivalents Balance with banks -in current account 21,979,735 107,895,661 29,348,491 -in deposit account 212,063,902 86,348,590 162,650,179 Cheques in hand - 731,505 14,205,428 Cash on hand 854,858 254,315 440,343 234,898,494 195,230,071 206,644,441 2.14 Short-term loans and advances Others Unsecured, considered good Advance to creditors - - - Loans & Advances to related party 7,610,176 12,718,286 7,610,176 Interest Earned and due - Related party 15,330,910 20,664,230 14,531,113 Prepaid Expenses - Related Party 235,320,461 208,269,826 220,152,023 Prepaid Expenses 58,974,075 46,817,953 64,589,185 Advances Recoverable 18,622,739 3,267,263 9,134,039 Recoverable from Related Party 11,397,914 10,124,311 11,833,195 Advance Tax Less Provision - 6,484,340 174,958 Advances to employees 1,717,944 1,226,064 590,360 (refer to note 2.23 of Notes to Account) 348,974,219 309,572,273 328,615,049 Year ended Year ended Year ended 2.15 Income from services Registration and Coaching Fee 718,208,642 542,740,854 710,922,437 Other Revenue - - - 718,208,642 542,740,854 710,922,437

Year ended Year ended Year ended 2.16 Other income Interest Income 13,862,834 5,341,807 11,463,443 Other non operating Income (net of expenses) 44,545-100,429 13,907,379 5,341,807 11,563,872 Year ended Year ended Year ended 2.17 Employee benefits expenses Salaries allowances and exgratia 86,276,097 53,104,299 77,730,454 Contribution to provident & other funds 745,397 502,611 742,187 Grauity Premium paid to LIC 600,982 516,889 516,889 Staff welfare expenses 752,027 821,348 926,318 88,374,503 54,945,147 79,915,848 Year ended Year ended Year ended 2.18 Finance cost Interest expense - - - - - - Year ended Year ended Year ended 2.19 Other expenses Auditors Remuneration -Statutory Audit fee - - 600,000 Director's Remuneration 3,728,875 3,728,875 4,876,000 Bank Charges & Interest 278,550 204,924 282,403 Communication expenses 2,195,067 1,657,168 2,243,823 Electricity & Power Expenses 2,699,187 1,885,169 2,263,865 Repair & Maintainance:- - Building 1,036,157 1,170,411 1,330,371 - Others 5,624,266 1,732,757 3,145,256 Legal & professional fees 534,250 515,900 564,400 Rent 22,536,000 20,133,096 27,045,095 Rates and taxes 380,284 147,900 178,300 Advertisement, Publicity and Business Promotion 51,149,929 37,449,027 64,153,365 Travelling & Conveyance 1,745,216 2,555,086 3,238,609 Printing and stationary 16,351,268 9,075,936 11,431,224 Outside Contract Services 413,262,539 311,488,789 407,999,773 Test Expenses 5,407,412 6,522,669 7,780,806 Software Support 3,772,313 23,670,551 4,584,512 Insurance 52,159 42,690 31,796 Loss on Sale of Fixed Asstes - 24,310 24,310 Miscellaneous Expenses 217,854 106,328 120,769 530,971,326 422,111,586 541,894,676

VIDYA MANDIR CLASSES LIMITED 2.9 Fixed Assets Description April 1, 2015 Additions /Deletion GROSS BLOCK Deletions/ Adjustments Dec. 2015 April 1, 2015 For the Period DEPRECIATION/AMORTIZATION Tfr to General Reserve (on a/c of Companies Act Deletions/ Adjustments Dec. 2015 Dec. 2015 NET BLOCK April 1, 2015 Tangible Assets Computers 4,227,323 263,235-4,490,558 3,852,902 281,208-4,134,110 356,448 374,421 Office Equipments 5,646,575 2,417,401-8,063,976 3,448,682 668,000-4,116,682 3,947,294 2,197,893 - Furniture & Fixtures 3,758,922 436,750-4,195,672 3,046,597 336,185-3,382,782 812,890 712,325 - Vehicles 3,902,906 739,651 214,001 4,428,556 3,153,995 352,486-203,546 3,302,935 1,125,621 748,911 - Leasehold Improvements 19,335,728 - - 19,335,728 8,344,783 1,531,390-9,876,173 9,459,555 10,990,945 Intangible Assets Total 36,871,454 3,857,037 214,001 40,514,490 21,846,959 3,169,269-203,546 24,812,682 15,701,808 15,024,495 Softwares 3,032,900 - - 3,032,900 3,032,900 - - 3,032,900 - - Total 3,032,900 - - 3,032,900 3,032,900 - - - 3,032,900 - - Grand Total 39,904,354 3,857,037 214,001 43,547,390 24,879,859 3,169,269-203,546 27,845,582 15,701,808 15,024,495

2.23 Related party transactions ANNEXURE List of related parties with whom transactions have taken place and relationships: Relationship Name of related party 31st Dec. 2015 31st March 2015 As per Accounting Standard 18, the disclosures of transactions with related parties as defined in Accounting Standard are given as below: (i) List of related parties & relationships: Name of Related Party Relationship Relationship Educomp solution Limited Holding Company Holding Company Educomp Learning Hour Pvt Ltd Fellow Subsidiary Fellow Subsidiary Educomp Online Supplemental Service Limited Fellow Subsidiary Fellow Subsidiary Authorgen Technologies Limited Fellow Subsidiary Fellow Subsidiary Gyan Learning Private Limited Associate Company Associate Company Educomp Foundation Associate Associate Sandeep Mehta Whole time Director Whole time Director Raman Bajaj Director Director Sunil Malhotra Director Director Anuj Bhargarva Nominee Director Nominee Director Shyam Mohan Gupta Key Person Key Person Brij Mohan Gupta Key Person Key Person Man Mohan Gupta Key Person Key Person Ekta Gupta Relatives to Key Person Relatives to Key Person Sonu Gupta Relatives to Key Person Relatives to Key Person Ambika Mehta Wife of Director Wife of Director Vinodita Gupta Relatives to Key Person Relatives to Key Person The details of related party transactions entered into by the Company for the period ended 31st Dec. 2015 and 31st March 2015 are as follows: Particulars Transaction Value during the period Year Ended 31st Dec. 2015 Balance Transaction Value of during the year Year Ended 31st March 2015 Balance Capital Transactions Loan / Advances Given (Principal Only) Educomp Online Supplemental Service Limited 0 7610176 0 7610176 Educomp Learning Hour Private Limited 0 0 0 0 Educomp Solutions Limited 0 0 (5108111) 0 Loan / Advances Given (Iterest due & earned) Educomp Online Supplemental Service Limited 799797 15330910 956252 14531113 Educomp Learning Hour Private Limited 0 0 (7089369) 0 Advance Recoverable in cash or in kind Prepaid Educomp Learning Hour Private Limited (26188518) 189463505 122579369 215652023 Gyan Learning Private Limited 41356956 45856956 4500000 4500000 Others Educomp Learning Hour Private Limited & its Franchie (435281) 11397914 125994 11833195 Educomp Solutions Limited (Advance for Purchase of Property) 0 0 0 0 Amount Due From Security Deposit Educomp Learning Hour Pvt Ltd 79600000 187100000 35000000 107500000 Brij Mohan 0 2088000 0 2088000 Shyam Mohan 0 2088000 0 2088000 Man Mohan 0 1740000 0 1740000 Sandeep Mehta 0 1044000 0 1044000 Ekta Gupta 0 1512000 0 1512000 Sonu Gupta 0 1512000 0 1512000 Vinodita Gupta 0 1260000 0 1260000 Ambika Mehta 0 756000 0 756000 Revenue Transactions Outside Contract Service Educomp Learning Hour Private Limited 218415722 271610000 Gyan Learning Pvt. Ltd. 43143044 0 Expenses on CSR Activity Educomp Foundation 0 0 Salary paid Brij Mohan 7457750 9752000 Shyam Mohan 7457750 9752000 Sandeep Mehta 3728875 4876000 Sonu Gupta 1091000 1418300 Rent Paid Brij Mohan 3781800 5042400 Shyam Mohan 3781800 5042400 Man Mohan 3181500 4242000 Sandeep Mehta 1800900 2401200 Ekta Gupta 2268000 3024000 Sonu Gupta 2268000 3024000 Vinodita Gupta 1890000 2520000 Ambika Mehta 1134000 1512000 Others Man Mohan 6095034 8126712

VIDYA MANDIR CLASSES LIMITED SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 1. Significant accounting policies 1.1 Basis of prepration The Financial Statements are prepared under the historical cost convention under going concern principle and in accordance with applicable mandatory accounting standard and relevant presentational requirement of Companies Act, 2013 The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management s best knowledge of current events and actions the company may undertake in future, actual results ultimately may differ from the estimates. 1.2 Fixed assets & depreciation (a) Tangible assets Fixed Assets have been stated at cost of acquisition less accumulated depreciation. Cost of acquisition is inclusive of all incidental expenses. Depreciation on fixed assets has been provided on written down value method based on management s estimate of useful life of the assets or at the lives and in the manner prescribed in Schedule II to the Companies Act, 2013, whichever is lower. Depreciation on addition to fixed assets is provided on pro-rata basis from the date the assets are ready to use. Depreciation on sale / deduction from fixed assets is provided for upto the date of sale, deduction, discardment as the case may be. Leasehold Improvements are amortized on the straight line basis over the primary period of lease. Assets costing less then Rs. 5000/- are fully depreciated in the year of purchase. (b) Intangible assets An intangible asset is recognized when it is probable that the future economic benefits attributable to the asset will flow to the enterprise. Amortization on intangible asset is provided on pro-rata basis on the straight line method based upon management s estimate of useful life, i.e 3 years for software, 8.67 years for IP domen and 10 years for goodwill. 1.3 Revenue recognition The Company recognizes revenue on accrual basis in accordance with Accounting Standard 9 of the Institute of Chartered Accountants of India. The Company derives its revenue from rendering of Educational Services. Revenue is accrued over the duration of Educational courses offered. Interest on fixed deposits is recognized using the time proportion method, based on interest rates implicit in the transaction. 1.4 Inventory The Company does not carry inventory on its Balance Sheet date as the amount of expense charged to P & L as revenue expense. 1.5 Expenditure Expenses are accounted for on accrual basis and provision are made for all known losses and liabilities. 1.6 Provisions, contingent liabilities and contingent assets The company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation.

A disclosure for a contingent liability is made in the notes when there is a possible obligation or a present obligation that may, but probably will not, requires an outflow of resources. When there is possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. No provision for contingent assets is recognized in the books of accounts. 1.7 Impairment of assets All Assets other than inventories, investments and deferred tax assets are reviewed for impairments, wherever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is charged to profit & loss account in the year in which an asset is identified. 1.8 Investments Long term Investments are stated at cost, less provision for other than temporary diminution in value. Short term investments are carried at lower of cost and fair value, computed category-wise. 1.9 Cash flow statement Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for the effect of transaction of noncash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities are segregated. 1.10 Foreign exchange transactions Foreign exchange transactions are recorded at the exchange rates prevailing at the date of transaction. Exchange differences arising on the settlement of monetary items or on restatement of the Company's monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, other than those relating to fixed assets are recognized as income or as expenses in the year in which they arise. 1.11 Employee retirement benefits and leave encashment Contribution to Provident fund and Employees State Insurance fund are deposited with the appropriate authorities and charged to the Profit and Loss Account. Provision for Gratuity and Leave encashment benefit are charged to Profit & Loss Account on the basis of LIC Policy for Gratuity / actuarial valuation as at year end, if any. 1.12 Segment Reporting The Company is mainly engaged in providing Preparatory Tools for IITJEE - AIEEE and other engineering entrance and other allied examinations. There is only one business segment and no separate reportable segments as per Accounting Standard (AS) 17. 1.13 Leases In respect of Operating Leases, lease rentals are charged to revenue as expenses with reference to the terms of lease agreements. 1.14 Provision for tax Tax expense for the year comprising current and deferred tax is included in determining the net profit for the year. Provision for current tax is based on the tax liabilities computed in accordance with the provisions of the Income Tax Act, 1961. Deferred Tax expense or benefit is recognized on timing Difference between accounting and taxable income that originates in one year and are capable of reversal in one or more subsequent period. Deferred tax assets and liabilities are measured using the tax rates and laws that are enacted or substantively enacted by the balance sheet date. The Deferred tax assets are recognized only to the extent there is reasonable certainty that sufficient future taxable income will be available against which these assets can be realized in future where as in cases of existence of carry forward of losses or unabsorbed depreciation, deferred tax assets are recognized only if there is virtual certainty of realization backed by convincing evidence. Deferred tax assets are reviewed at each Balance Sheet date and are written-down or written-up to reflect the amount that is reasonably / virtually certain (as the case may be) to be realized.

1.15 Earning per share Basic Earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders after tax (and including post tax effect of any extra-ordinary item) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the period, are adjusted for events of bonus issue to existing shareholders. For the purpose of calculating diluted earning per share, the net profits or loss attributable to equity shareholders and the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares, if any. 1.16 Material Events Material Events occuring after the Balance Sheet date are taken into cognizance. For Kailash Sushil & Associates Chartered Accountants Firm Registration No.003952N Sandeep Mehta Davender Nath Bhardwaj Partner Membership No.: 084643 Date : 10/02/2016