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Navneet Education Ltd.

BSE: 508989 Sector: Services
NSE: NAVNETEDUL ISIN Code: INE060A01024
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OPEN 132.70
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VOLUME 24976
52-Week high 151.00
52-Week low 81.20
P/E 13.40
Mkt Cap.(Rs cr) 2,932
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 132.70
CLOSE 129.85
VOLUME 24976
52-Week high 151.00
52-Week low 81.20
P/E 13.40
Mkt Cap.(Rs cr) 2,932
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Navneet Education Ltd. (NAVNETEDUL) - Auditors Report

Company auditors report

To The Members of Navneet Education Limited

REPORT ON THE AUDIT OF STANDALONE IND AS FINANCIAL STATEMENTS

Opinion

We have audited the standalone Ind AS financial statements of Navneet EducationLimited ("the Company") which comprise the Balance Sheet as at 31st March2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and Statement of Cash Flows for the year then ended andnotes to the standalone Ind AS financial statements including a summary of significantaccounting information (hereinafter referred to as "the standalone Ind AS financialstatements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at 31st March 2022 its profitincluding other comprehensive income changes in equity and its cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the standalone Ind ASfinancial statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (‘ICAI’) together with the ethical requirements that are relevant to ouraudit of the standalone Ind AS financial statements under the provisions of the Act andthe Rules thereunder and we have fulfilled our ethical responsibilities in accordancewith these requirements and the ICAI’s Code of Ethics. We believe the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion on thestandalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financialstatements of the currentperiod. These matters were addressed in the context of our audit of the standalone Ind ASfinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. We have determined the matter described below to bethe key audit matter Recoverability of investments and loans advanced to wholly ownedsubsidiaries (refer note 9.3 and 10 to the standalone Ind AS financial statements)Indiannica Learning Private Limited is a CBSE content and other explanatory publisher andexclusive licensee of Encyclopedia Britannica curricular solutions in India and NavneetFuturetech Limited (formerly known as eSense Learning Limited) is involved in the businessof e-learning creation of digital content and has also made strategic investment in fieldof online education & sporting event management for schools. These subsidiaries havebeen incurring losses & hence judgement is required in regard to recoverability ofinvestments and loans into these subsidiaries as at 31st March 2022. Accordingly wedetermined this to be a key audit matter. Our procedures on the management’sassessment of these matters included discussion on impairment test carried out bymanagement including the business outlook basis of estimates valuation technique (fairvalue report obtained from independent chartered accountant from time to time)appropriateness & reasonableness of assumptions and various other parameters with themanagement. We did not identify any significant exceptions to the management’sassessment as regards impairment in the carrying value of investments in subsidiaries ofRs.19062.94 Lakhs (net of impairment of Rs.2995.49 Lakhs) and loan of Rs.3321.93 Lakhsto subsidiaries are appropriate and no additional provision for impairment is necessary.

Information Other than the Standalone Ind AS Financial Statements & Auditor’sReport Thereon

The Company’s Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board’s Report including Annexures to Board’s ReportBusiness Responsibility Report Corporate Governance and Shareholder’s Informationbut does not include the standalone Ind AS financial statements and our auditor’sreport thereon.

Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated.

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

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE INDAS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone Ind AS financialstatements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standard) Rules 2015 as amended from time to time. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company’s ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors are alsoresponsible for overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE IND AS FINANCIALSTATEMENTS

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

As a part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We are also:

Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

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

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

Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that ability may cast significant to continue as agoing concern. If we conclude that a material uncertainty exists we are required to drawattention in our auditor’s report to the related disclosures in the standalone Ind ASfinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the standalone Ind ASfinancial statements including the disclosures and whether the standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalone Ind AS financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and including timing of the audit and significant that we any significantidentify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone Ind AS financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor’s reportunless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order 2020 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the Annexure I a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as it appears from our examination of those books.

c. The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Changes in Equity and the Statement of Cash Flow dealt with bythis Report are in agreement with the books of account.

d. In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.

e. On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2022 from being appointed as a director in terms of Section164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure II; Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company’s internal financial controls overfinancial reporting.

g. With respect to the other matters to be included in the Auditor’s Report inaccordance with the requirements of section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid / provided by the Company to its directors for the year ended 31st March2022 is in accordance with the provisions of section 197 read with Schedule V of the Act;and

h. With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its standalone Ind AS financial statements Refer notes 43(a) 10.1 and 19.2 tothe standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The management has represented that no funds have been advanced or loaned orinvested by the Company to or in any other person(s) or entities including foreignentities ("Intermediaries") with the understanding that the intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries.

no funds have been received by the Company from any person(s) or entities includingforeign entities ("Funding Parties") with the understanding that such Companyshall whether directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee security or the like on behalf of theUltimate Beneficiaries.

Based on such audit procedures performed as considered reasonable and appropriate inthe circumstances nothing has come to our notice that causes us to believe that therepresentations under sub-clause (iv) contain any material misstatement. v. The finaldividend proposed by the board of directors in the previous year was declared and paid bythe Company during the year is in accordance with section 123 of the Companies Act 2013.The Board of Directors of the Company have proposed final dividend for the year which issubject to the approval of the members at the ensuing Annual General Meeting. The amountof dividend proposed is in accordance with section 123 of the Act as applicable.

For N. A. Shah Associates LLP
Chartered Accountants
Firm Registration Number: 116560W/W100149
Sd/-
Sandeep Shah
Partner
Membership No. 037381
UDIN: 22037381AJEKDU4488
Place: Mumbai
Date: 18th May 2022

Annexure I to Independent Auditor’s Report for the year ended 31st March 2022

[Referred to in paragraph 1 under the heading "Report on other legal andregulatory requirements" of our report of even date]

(a) (A) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment and relevant right touse assets. of inventory (other (B) The Company has maintained proper records showing fullparticulars of intangible assets.

(b) The Company has formulated a phased program of physical verification by themanagement is designed to cover all the items at least once over a period of three years.In ouropinionthis frequency of between the physical to the physical verification size ofthe Company and the nature of its assets. No material discrepancies were noticed on suchphysical verification

(c) According to the information and explanation given to us and on the basis of ourexamination of the title deeds / purchase agreements we report that the title deeds ofimmovable properties included in the Property Plant and Equipment are held in the name ofthe Company (including erstwhile name) as at balance sheet date.

(d) The Company has not revalued any of its Property Plant or Equipment (includingRight of Use assets) and intangible assets during the year. Therefore requirement ofclause (i)(d) of paragraph 3 of the Order is not applicable to the Company.

(e) According to the information and explanation given to us as at 31st March 2022 noproceedings have been initiated during the year or are pending against the Company as at31st March 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) Physical verification lying with third parties) has been conducted atreasonable intervals by the management and in our opinion the coverage and procedure ofsuch verification & appropriate; no discrepancies were noticed on verification and thebook records that were 10% or more in the aggregate for each class of inventory. Inrespect of inventories lying with the third parties confirmations have been obtained bythe Company and material in transit have been verified with reference to subsequentreceipts.

(b) The Company has been sanctioned working capital limits in excess of Rs.5 crores inaggregate from bank on the basis of security which includes current assets of theCompany. The quarterly returns or statements filed by the company with such banks are inagreement with the unaudited books of account of the Company on the day of submissionexcept as regards changes made in the books of accounts during the limited review / finalaudit the details of differences are as tabulated below. The Company has not beensanctioned any working capital limit from any financial institution.

Quarter ended Name of bank Particulars of Securities Provided Amount as per books of account Amount as reported in the quarterly return/ statement Amount of difference
30th June 2021 Kotak Mahindra Bank Inventory & Debtors 59949 58745 1204
30th September 2021 Kotak Mahindra Bank Inventory & Debtors 52427 50976 1451
31st December 2021 Kotak Mahindra Bank Inventory & Debtors 53260 51029 2231
31st March 2022 Kotak Mahindra Bank Inventory & Debtors 64845 64005 840

(iii) According to the information and explanation given to us the Company has madeinvestments in subsidiary companies and Limited Liability Partnerships and has grantedunsecured loans to companies firms Limited Liability Partnerships and any other parties.

(a) The Company has granted unsecured loans and stood guarantee for loan taken by theparties as given below:

Particulars Guarantee Loan
Aggregate amount during the year - - 5026.00
Subsidiary Companies
Balance outstanding as at balance sheet date - 5650.00* 3336.93
Subsidiary Companies Aggregate amount during the year - 876.90
Other than Subsidiary Companies
Balance outstanding as at balance sheet date - Other than Subsidiary Companies - 2360.87

* For cash credit facilities which are renewed every year

Based on the information and explanation given to us apart from above the Company hasnot made any other investments provided any guarantee or security or granted any loans oradvances in the nature of loans.

(b) In our opinion the investments made guarantees provided and the terms andconditions of the loans granted are not prima facie prejudicial to the Company’sinterest. The Company has not given any security with respect to loan taken by subsidiarycompanies and other parties. (c) In respect of loans and advance in the nature of loansother than demand loans the schedule of repayment of principal and payment of interesthas been stipulated. In respect of these loans the repayment of principal and interest isregular. For other loans the terms of arrangement stipulate that the principal andinterest are repayable on demand. As per the information made available to us theprincipal and interest has been repaid as and when demanded except in respect of certainparties where there have been delays / defaults in repayment of principal and interestpayments. In absence of repayment schedule as regards principal and interest the questionof our comment on regularity of receipt of principal amount and interest does not ariseexcept as regards reporting in respect of cases where demand for principal / interest ismade by the Company.

(d) There are no overdue amounts for more than ninety days in respect of the loansgranted except with respect to certain loans which are tabulated as under (also refercomment in sub-clause ‘c’ above):

No. of cases Principal amount overdue Interest overdue accrued in the books of account Total overdue as per books of accounts Remarks if any
6 1509.11 432.87 1941.98 Reasonable steps have been taken by the management for recovery of principal and interest

(e) No loan granted by the Company which has fallen due during the year has beenrenewed or extended or fresh loans granted to settle the overdues of existing loans givento the same parties.

(f) As mentioned in paragraph 3(c) above part of the total loans granted are repayableon demand and there is no stipulated period of repayment. Details of the said loan is asunder:

Particulars All parties Promoters Related parties
Aggregate amount of loan repayable on demand (outstanding balance as on 31st March 2022) 2743.13 - 865.00
Percentage of loans to the total loan 48.14% 0% 15.18%

(iv) In our opinion and according to the information and explanation given to us theCompany has complied with the provision of section 185 and 186 of the Act in respect ofloans given investments made and guarantees given. No securities have been provided bythe Company.

(v) In our opinion and according to the explanations given to us the Company has notaccepted any deposits or amounts which are deemed to be deposits. Therefore question ofreporting compliance with directives issued by the Reserve Bank of India and theprovisions of sections 73 to 76 or any other relevant provisions of the Act and the rulesframed thereunder does not arise. We are informed that no order relating to the Companyhas been passed by the Company Law Board or National Company Law Tribunal or Reserve Bankof India or any Court or any other Tribunal.

(vi) We have broadly reviewed the books of account and records maintained by theCompany pursuant to the Companies (Cost Records and Audit) Rules 2014 as prescribed bythe Central Government for the maintenance of cost records under Section 148 (1) of theAct relating to windmill division and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of records with a view to determine whether they are accurate or complete.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of ourexamination of records of the Company in respect of amounts deducted / accrued in thebooks of account the Company has been generally regular in depositing undisputedstatutory dues including provident fund employees’ state insurance income taxsales tax service tax duty of customs duty of excise value added tax goods andservice tax cess and any other statutory dues as applicable to the Company during theyear with the appropriate authorities. There are no undisputed statutory dues payable inrespect to above statutes outstanding as at 31st March 2022 for a period of more than sixmonths from the date they became payable.

(b) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there is no disputed income tax sales taxservice tax duty of customs duty of excise value added tax and goods and services taxas on 31st March 2022 which have not been deposited except the following disputed dueswhich have not been deposited since the matters are pending with the relevant forum:

Name of statutes Nature of dues Amount (`) (net of amount paid under protest) Period to which it relates Forum where dispute is pending
The Income Tax Act 1961 Income 2608381 FY 1999-00 Bombay High Court
Tax 351150 FY 2008-09 Assessing Officer
1275495 FY 2012-13 CIT (Appeals)
1251046 FY 2013-14 CIT (Appeals)
2140404 FY 2017-18 CIT (Appeals)
Central Sales Tax Act and Sales Tax 811429 FY 2004-05 Sales Tax Appellate Tribunal
VAT Act of various states / CST / 108456150 FY 2007-08 Departmental Appellate Authorities
VAT 102632243 FY 2008-09
4388400 FY 2014-15
515482 FY 2015-16
GST Act of various states GST 266578 FY 2018-19 Departmental Appellate Authorities
Total 224696758

(viii) According to the information and explanations given by the management and basedon the procedures carried out during the course of our audit we have not come across anytransactions not recorded in the books of account which have been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act 1961.

(ix) Based on our audit procedures and as per the information and explanations given tous by the management we are of the opinion that (a) The Company has not defaulted in therepayment of loans or other borrowings or in the payment of interest thereon to anylender. (b) We report that the Company has not been declared wilful defaulter by any bankor financial institution or any other lender.

(c) The Company has not obtained any term loans during the year and there were nooutstanding term loans at the beginning of the year. Therefore the clause (ix)(c) ofparagraph 3 of the Order is not applicable.

(d) According to the information and explanations given to us the audit proceduresperformed by us and on an overall examination of the financial statements of the Companywe report that no funds raised on short-term basis have been utilised for long termpurposes by the Company. (e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries and associate companies. The Company does nothave any joint ventures. Hence further reporting under clause (ix)(e) of paragraph 3 ofthe Order is not applicable.

(f) The company has not raised funds during the year on the pledge of securities heldin its subsidiaries and associate companies. The Company does not have any joint ventures.Hence further reporting under clause (ix)(f) of paragraph 3 of the Order is notapplicable.

(x) (a) In our opinion and according to the information and explanations given to usthe money raised during the year by issue of commercial papers have been applied for thepurposes for which they were obtained. Further the Company did not raise any money duringthe year by way of initial public offer or further public offer.

(b) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully partially oroptionally convertible) during the year. Therefore question of our comment on compliancewith the provisions of Section 42 and section 62 of the Act and utilisation of the amountraised for the purposes for which it was raised does not arise.

(xi) (a) Based upon the audit procedures performed for the purpose of reporting thetrue and fair view of the financial statements and according to the information andexplanations given by the management we report that no fraud by the Company or no fraudon the Company has been noticed or reported during the year.

(b) No report under section 143 (12) of the Act has been filed 13 of Companies (Auditand Auditors) Rules 2014 with the Central Government during the year and upto the dateof this report.

(c) As represented to us by the management there are no whistle blower complaintsreceived by the Company during the year.

(xii) The Company is not a Nidhi company. Therefore the clause (xii) of paragraph 3 ofthe Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with sections 177 and 188 of the Act where applicable and the details ofsuch transactions have been disclosed in the financial statements as required by theapplicable Indian accounting standards. Refer note 58 of the Standalone Ind AS financialstatement. (xiv) (a) In our opinion and based on our examination the Company has aninternal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transaction with directors or persons connectedwith directors. Therefore clause (xv) of paragraph 3 the Order is not applicable (xvi)(a) In our opinion and according to the information and explanation given to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934. Hence reporting under clause (xvi) (a) (b) and (c) of paragraph 3 of theOrder is not applicable.

(b) According to the information and explanation given to us there is no coreinvestment company within the Group (as defined in the Core Investment Companies (ReserveBank) Directions 2016) and accordingly reporting under clause (xvi) (d) of paragraph 3 ofthe Order is not applicable.

(xvii) The Company has not incurred any cash losses during the financial year ended31st March 2022 and the immediately preceding financial year. Therefore theinFormADT-4asprescribedunderrule clause (xvii) of paragraph 3 of the Order is notapplicable to the Company for the year.

(xviii) There has been no resignation of the statutory auditors during the year.Therefore the clause (xviii) of paragraph 3 of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realization of financial assets and paymentof financial liabilities other information accompanying the financial statements ourknowledge of the Board of Directors and management plans and based on our examination ofthe evidence supporting the assumptions nothing has come to our attention which causesus to believe that any material uncertainty exists as on the date of the audit reportindicating that Company is not capable of meeting its liabilities existing at the date ofbalance sheet as and when they fall due within a period of one year from the balance sheetdate. We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due. (xx) During the year there are no unspent amounttowards Corporate Social Responsibility (CSR). Accordingly reporting under clause (xx)(a)and (b) of paragraph 3 of the Order is not applicable for the year.

For N. A. Shah Associates LLP
Chartered Accountants
Firm Registration Number: 116560W/W100149
Sd/-
Sandeep Shah
Partner
Membership No. 037381
UDIN: 22037381AJEKDU4488
Place: Mumbai
Date: 18th May 2022

Annexure II to Independent Auditor’s Report for the year ended 31st March 2022

[Referred to in paragraph 2 (f) under the heading "Report on other legal andregulatory requirements" of our report of even date]

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER SECTION 143(3)(i) OF THE COMPANIES ACT2013 ("THE ACT") Opinion

We have audited the internal financial controls over financial reporting of NavneetEducation Limited ("the Company") as of 31st March 2022 in conjunctionwith our audit of the standalone Ind AS financial statements of the Company for the yearended on that date.

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India (‘ICAI’).

Responsibilities of Management and Those Charged with Governance for Internal FinancialControls over Financial Reporting

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit issued by ICAI. These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to Company’s policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor error. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the internal financial controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of the standalone Ind AS financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internalfinancial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofthe standalone Ind AS financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Company’s assets that could have a materialeffect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

For N. A. Shah Associates LLP
Chartered Accountants
Firm Registration Number: 116560W/W100149
Sd/-
Sandeep Shah
Partner
Membership No. 037381
UDIN: 22037381AJEKDU4488
Place: Mumbai
Date: 18th May 2022

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