MIRA INFORM REPORT

Report Date :

15.02.2014

IDENTIFICATION DETAILS

Name :	EDUCOMP SOLUTIONS LIMITED
Registered Office :	1211, Padma Tower, 1, 5, Rajendra Place, New Delhi - 110008
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	07.09.1994
Com. Reg. No.:	55-061353
Capital Investment / Paid-up Capital :	Rs. 244.810 Millions
CIN No.: [Company Identification No.]	L74999DL1994PLC061353
TAN No.: [Tax Deduction & Collection Account No.]	DELE01691E
PAN No.: [Permanent Account No.]	AAACE2983M
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in providing Digital Educational content in the classroom through its patented product ‘Smart Class’ and ‘Edureach’ (ICT).
No. of Employees :	16919 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (20)

RATING		STATUS	PROPOSED CREDIT LINE
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. There appears loss recorded by the company during 2013. However, reserves of the company appears to be decent. The rating takes into consideration the weak financial performance of the company. i.e. decline in operating income and net loss. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on safe and secured trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

The worst is over for India’s economy with gross domestic product likely to expand 5 %to 5.5 % this year and more than 6 % in 2015, according to Moody’s Analytics. Concerns over the rupee and current account deficit are under control, said the agency. Ratings firm Crisil has forecast 6 % growth for 2014/15 up from the estimated 4.8 % for 2013/14.  Total economic growth, infrastructure bottlenecks and lack of transparency and consistency in foreign direct investment policies seem to have taken a toll on India’s attractiveness as an investment destination, says an Ernst & Young survey.  Projects with FDI component fell 16.4 % across the globe in 2012 from the previous year.  The drop in India was steeper at 21 %. State run carrier Air India is doling out free tickets to its 24000 employees, even as it expects to incur a loss of Rs 39000 mn this financial year and has a debt of Rs 350000 mn. 550000 number of jobs generated across India in 2013, a fall of 0.4 % as compared to with a year earlier. The National  Capital Region has a one-fourth share in total jobs created, according to a study by industry lobby group Assochem, Banks, real estate, automobile and telecommunications sectors are showing a rise of job creation. $ 805 mn investments by venture capital firms in India during 2013, registering a drop of about 18 % over the previous year. The Information Technology and IT-Enabled  Services Industry retained its status as the favourable venture capital investors in 2013. Pakistan has temporarily banned gold imports for the second time in six months, as it tries to stem smuggling into India. India’s import duty on gold is 10 % and curbs on purchases have dried up legal imports into what used to be the world’s biggest bullion buyers. The World Gold Council puts the amount smuggled into India at upto 200 tonnes in 2013. The Reserve Bank of India has proposed that unclaimed bank deposits estimated to be about Rs 35000 mn be used for education and awareness among depositors.  According to the plan, deposits that have not been claimed for at least 10 years will be transferred to the scheme.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Non-convertible Debentures (NCD): “D”
Rating Explanation	Excepted to be in default
Date	11.07.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	1211, Padma Tower, 1, 5, Rajendra Place, New Delhi – 110008, India
Tel. No.:	91-11-25755920/ 25762725/ 25766484
Fax No.:	91-11-25766775
E-Mail :	mohit.maheshwari@educomp.com harish.popli@educomp.com ajay.goswami@edumatics.com accounts@edumatics.com
Website :	http://www.educomp.com
Corporate Office :	Educomp Tower, 514, Udyog Vihar, Phase-II, Gurgaon - 122001, Haryana, India
Tel. No.:	91-124-4529000
Branch Office :	4^th Floor, Kaatyani Business Park,Off Mahakali Caves Road, Mulgaon, MIDC, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-40942900
Branch Office :	Also located at Bangalore Noida Kolkata Chennai Gujarat Lucknow Secunderabad Raipur Guwahati Tripura Chandigarh Bhubaneswar Ranchi Jaipur Bharatpur Vishakhapatnam Parawnoo Pune
Overseas Office:	Located at Singapore USA

DIRECTORS

As on 31.03.2013

Name :	Mr. Shantanu Prakash
Designation :	Chairman and Managing Director
Date of Birth/Age :	48 Years
Qualification :	PGDM(IIM-A)
Experience :	19 Years
Date of Appointment :	07.09.1994
Name :	Mr. Jagdish Prakash
Designation :	Whole-Time Director
Name :	Mr. Sankalp Srivastva
Designation :	Independent Non Executive Director
Name :	Mr. Shonu Chandra
Designation :	Independent Non Executive Director
Name :	Mr. Rajiv Krishan Luthra
Designation :	Independent Non Executive Director
Name :	Dr. Subbarao Valluri Venkata
Designation :	Independent Non Executive Director
Name :	Mr. Roy Campbell II
Designation :	Non-Independent Non Executive Director

KEY EXECUTIVES

Name :	Mr. Anil Sharma
Designation :	Company Secretary
Name :	Mr. Harpreet Singh
Designation :	President – Higher Education
Name :	Mr. Raman Bajaj
Designation :	Senior Vice President
Name :	Mr. Sanjay Jain
Designation :	CEO
Name :	Mr. Sharad Agarwal
Designation :	President
Audit Committee:
Name :	Mr. Sankalp Srivastava
Designation :	Chairman, Independent and Non Executive Director
Name :	Mr. Shonu Chandra
Designation :	Member, Independent and Non Executive Director
Name :	Mr. Shantanu Prakash
Designation :	Member, Promoter and Executive Director
Shareholders’ Investor Grievance Committee:
Name :	Mr. Sankalp Srivastva
Designation :	Chairman, Independent and Non-Executive Director
Name :	Mr. Shonu Chandra
Designation :	Member, Independent and Non-Executive Director
Name :	Mr. Jagdish Prakash
Designation :	Member, Non independent and Executive Director
Remuneration Committee:
Name :	Mr. Sankalp Srivastava
Designation :	Chairman, Independent and Non Executive Director
Name :	Mr. Shonu Chandra
Designation :	Member, Independent and Non Executive Director
Name :	Dr. Subbarao Valluri Venkata
Designation :	Member, Independent and Non Executive Director
Finance Committee:
Name :	Mr. Sankalp Srivastava
Designation :	Chairman, Independent and Non Executive Director
Name :	Mr. Shantanu Prakash
Designation :	Member, Promoter and Executive Director
Name :	Mr. Jagdish Prakash
Designation :	Member, Non independent and Executive Director

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2013

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	47553645	38.84
Bodies Corporate	7284600	5.95
Sub Total	54838245	44.79
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	54838245	44.79
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	1398	0.00
Financial Institutions / Banks	400016	0.33
Central Government / State Government(s)	10168	0.01
Foreign Institutional Investors	26903273	21.97
Any Others (Specify)	0	0.00
Sub Total	27314855	22.31
(2) Non-Institutions
Bodies Corporate	7583931	6.19
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	21691970	17.72
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1082384	0.88
Any Others (Specify)	9929683	8.11
Non Resident Indians	936286	0.76
Clearing Members	1106098	0.90
Trusts	580	0.00
Foreign Corporate Bodies	7320997	5.98
Hindu Undivided Families	565722	0.46
Sub Total	40287968	32.90
Total Public shareholding (B)	67602823	55.21
Total (A)+(B)	122441068	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	122441068	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in providing Digital Educational content in the classroom through its patented product ‘Smart Class’ and ‘Edureach’ (ICT).

GENERAL INFORMATION

No. of Employees :

16919 (Approximately)

Bankers :

· Axis Bank Limited

Canara Bank

HDFC Bank

ICICI Bank Limited

IndusInd Bank

State Bank of India

State Bank of Bikaner and Jaipur

State Bank of Patiala

Standard Chartered Bank

Syndicate Bank

Yes Bank

Facilities :

SECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Bonds and debentures
10 Zero Coupon Foreign Currency Convertible Bonds (previous year Nil) of $ 1,000,000 each	543.890	0.000
13.50%, 350 Non Convertible Debentures (previous year Nil) of Rs.10,00,000 each	350.000	0.000
Term loans
from banks	785.670	270.620
from others - External Commercial Borrowings	3807.250	0.000
SHORT TERM BORROWINGS
Loans repayable on demand
Working capital loans from bank	3155.880	1838.990
Total	8642.690	2109.610
NOTE: LONG TERM BORROWINGS Foreign Currency Convertible Bond (FCCB) 78,500 Zero coupon foreign currency convertible bonds of $ 1000 each have been redeemed on the redemption due date July 26, 2012 at redemption price at maturity being 141.087% of par value. During the year, the Company has issued 10, Zero coupon foreign currency convertible bonds of $ 1000,000 each, these FCCB are convertible into equity shares based on the ratio calculated in accordance with the terms of offering circular dated 13th July, 2012. The bonds are convertible latest by 24th July, 2017.These are to be converted at initial conversion price of Rs.188.62 for each equity shares at the applicable exchange rate at the date of conversion. As on 31st March, 2013 USD 10 million (previous year Nil) FCCB are outstanding for conversion into equity shares of Rs.2 each. Due date for redemption is 24^th July, 2017 and redemption price at maturity is 134.07% of par value.

Banking Relations :	--
Name :	Haribhakti and Company Chartered Accountants
Subsidiary Companies (Direct and Indirect Holding):	· Wheitstone Productions Private Limited Edumatics Corporation Inc., USA Educomp Learning Private Limited Educomp Infrastructure and School Management Limited Educomp School Management Limited Educomp Learning Hour Private Limited Educomp Asia Pacific Pte. Limited, Singapore Wiz Learn Technologies Pte Limited, Singapore (formerly Asknlearn pte Limited) Singapore Learning.com Pte Limited, Singapore Vidya Mandir Classes Limited Pave Education Pte Ltd, Singapore Wiz Learn Pte Ltd., Singapore Authorgen Technologies Limited* Shikhya Solutions Inc, USA* Educomp Software Limited Educomp Infrastructure Services Private Limited Educomp Professional Education Limited Learning Internet Inc., U.S.A. Educomp APAC Services Limited, BVI Savvica Inc.Canada Euro Kids International Limited** Eurokids India Limited** Educomp Child Care Private Limited Educomp Online Supplemental Service Limited Educomp Intelprop Ventures Pte. Limited, Singapore Educomp Investment Management Limited Falcate Builders Private Limited Newzone Infrastructure Private Limited Rockstrong Infratech Private Limited Reverie Infratech Private Limited Herold Infra Private Limited Growzone Infrastructure Private Limited Hidream Constructions Private Limited Leading Edge Infratech Private Limited Strotech Infrastruture Private Limited Markus Infrastructure Private Limited Orlando Builders private Private Limited Crosshome Developers private Private Limited Good Luck Structure private Private Limited Evergreen Realtech private Private Limited Zeta Buildcon private Private Limited Onega Infrastructure Private Limited Grider Infratech Private Limited Boston Realtech Private Limited Modzex Infrastructure Private Limited Virtual Buildtech Private Limited Laservision Estates Private Limited Euro School International Limited** Euro School Properties and Infrastructure Limited** Knowledge Vistas Limited Gateforum Educational Services Private Limited Educomp Global Holding WLL Educomp Global FZE (w .e. f 22nd April 2012)
Associates:	· Greycells18 Media Limited Zeebo Interatctive Studios India Private Limited (w.e.f 11^th May, 2011 and sold out to Lakshya Digital on 17th Feb 2012)
Joint Venture of Direct Subsidiary:	· Educomp Raffles Higher Education Limited Educomp Higher Initiatives Pte Limited, Singapore
Others over which company has significant control (including subsidiary Of Joint Venture of Subsidiary):	· Learning Links Foundation Learning Leadership Foundation Education Quality Foundation of India Richmond Educational Society Indiacan Education Private Limited Millennium InfraDevelopers Limited A Plus Education Solution Private Limited Lakshya Digital Private Limited Unnati Educational Trust A P Eduvision Private Limited

Note:

* ceased to be subsidiarary w.e.f. 14th January, 2013

** ceased to be subsidiarary w.e.f. 31st December, 2012

CAPITAL STRUCTURE

As on 31.12.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
200,000,000	Equity Shares	Rs.2/- each	Rs. 400.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
122,441,068	Equity Shares	Rs.2/- each	Rs. 244.882 Millions

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
200,000,000	Equity Shares	Rs.2/- each	Rs. 400.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
122,407,493	Equity Shares	Rs.2/- each	Rs. 244.810 Millions

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Particulars	As at March 31, 2013
	Number	Rs. In Millions
Shares outstanding at the beginning of the year	96,063,930	192.13
Shares issued during the year	26,343,563	52.68
Shares outstanding at the end of the year	122,407,493	244.81

b. Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 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 approval of the shareholders in the ensuing Annual General Meeting except where interim dividend is distributed.

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, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Details of shareholders holding more than 5% shares in the Company

Particulars	As at March 31, 2013
	No. of shares held	% of Holding
Equity shares of Rs. 2 each fully paid-up
Mr. Shantanu Prakash	35,135,205	28.70%
A.P Eduvision Private Limited	7,284,600	5.95%
MKCP Institutional Investor (Mauritius) II Limited	9,898,370	8.09%
Macquarie Finance (India) Private Limited	9,180,000	7.50%
Citigroup Global Markets Mauritius Private Limited	6,791,634	7.50%

d. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date

Particulars	As at March 31, 2013
Equity shares fully paid up pursuant to contract(s) without payment being received in cash-bonus shares	--

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	244.810	192.130	191.090
(b) Reserves & Surplus	19608.910	17911.240	16065.060
(c) Money received against share warrants	411.660	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	20265.380	18103.370	16256.150
(3) Non-Current Liabilities
(a) long-term borrowings	6262.530	489.580	4746.240
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	174.780	169.570	201.870
(d) long-term provisions	93.630	80.390	52.030
Total Non-current Liabilities (3)	6530.940	739.540	5000.140
(4) Current Liabilities
(a) Short term borrowings	3389.880	2888.990	238.800
(b) Trade payables	2250.620	2603.390	1842.640
(c) Other current liabilities	3126.150	6730.640	2140.180
(d) Short-term provisions	334.830	379.850	316.020
Total Current Liabilities (4)	9101.480	12602.870	4537.640
TOTAL	35897.800	31445.780	25793.930
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	626.140	918.410	889.650
(ii) Intangible Assets	704.740	479.830	390.900
(iii) Capital work-in-progress	20.550	0.390	36.040
(iv) Intangible assets under development	17.700	0.000	0.000
(b) Non-current Investments	16497.160	16221.100	13723.630
(c) Deferred tax assets (net)	131.620	49.050	0.240
(d) Long-term Loan and Advances	261.740	37.360	774.260
(e) Other Non-current assets	55.040	868.070	808.980
Total Non-Current Assets	18314.690	18574.210	16623.700
(2) Current assets
(a) Current investments	346.870	1.500	19.840
(b) Inventories	492.220	771.460	361.430
(c) Trade receivables	13035.880	8650.470	5069.920
(d) Cash and cash equivalents	312.750	1156.140	2160.710
(e) Short-term loans and advances	3285.080	2220.520	1537.900
(f) Other current assets	110.310	71.480	20.430
Total Current Assets	17583.110	12871.570	9170.230
TOTAL	35897.800	31445.780	25793.930

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	7,331.100	10,765.120	10,206.630
		Other Income	872.940	155.250	411.100
		TOTAL (A)	8,204.040	10,920.370	10,617.730
Less	EXPENSES
		Purchases of traded goods	3,273.580	4,273.290	2,927.020
		Changes in inventories Stock-in-trade	82.180	(410.030)	(70.220)
		Employees benefits expense	1,965.490	1,769.210	1,416.060
		Prior Period Items	16.670	(31.980)	(2.390)
		Other expenses	1,439.650	1,499.200	913.900
		TOTAL (B)	6,777.570	7,099.690	5,184.370
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1,426.470	3,820.680	5,433.360
Less	FINANCIAL EXPENSES (D)		1,388.550	902.380	659.170
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		37.920	2,918.300	4,774.190
Less/ Add	DEPRECIATION/ AMORTISATION (F)		527.680	473.500	411.140
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(489.760)	2,444.800	4,363.050
Less	TAX (H)		(82.560)	555.770	474.370
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(407.200)	1,889.030	3,888.680
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		9055.700	7,294.810	3,852.300
Less	APPROPRIATIONS
		Proposed Dividends	6.860	28.990	57.590
		Corporate Dividend Tax	1.110	4.700	(0.290)
		Transferred to general reserve	0.000	94.450	388.870
	BALANCE CARRIED TO THE B/S		8,640.530	9,055.700	7,294.810
	EARNINGS IN FOREIGN CURRENCY
		Revenue from content licencing	0.000	0.000	29.190
		Revenue from sponsorship	0.000	1.360	0.000
		Revenue from sale of hardware and educational products	141.350	15.510	0.000
		Revenue from other services	8.110	0.050	8.270
	TOTAL EARNINGS		149.460	16.920	37.460
	IMPORTS
		Trading goods	612.280	2,063.460	483.150
	TOTAL IMPORTS		612.280	2,063.460	483.150
	Earnings / (Loss) Per Share (Rs.)
	Basic		(3.61)	19.68	40.74
	Diluted		(3.61)	19.59	37.76

QUARTERLY RESULTS

PARTICULARS	30.06.2013	30.09.2013
Type	1^stQuarter	2^nd Quarter
Net Sales	1348.700	601.800
Total Expenditure	1421.000	978.700
PBIDT (Excl OI)	(72.300)	(377.000)
Other Income	33.600	34.500
Operating Profit	(38.700)	(342.500)
Interest	370.200	385.100
Exceptional Items	(5.200)	0.000
PBDT	(414.100)	(727.600)
Depreciation	134.900	139.900
Profit Before Tax	(549.000)	(867.500)
Tax	(23.900)	(89.400)
Provisions and contingencies	0.000	0.000
Profit After Tax	(525.100)	(778.100)
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	(525.100)	(778.100)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(4.96)	17.30	36.62
Net Profit Margin (PBT/Sales)	(%)	(6.68)	22.71	42.75
Return on Total Assets (PBT/Total Assets}	(%)	(2.55)	16.11	36.26
Return on Investment (ROI) (PBT/Networth)		(0.02)	0.14	0.27
Debt Equity Ratio (Total Debt/Networth)		0.48	0.19	0.31
Current Ratio (Current Asset/Current Liability)		1.93	1.02	2.02

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	191.090	192.130	244.810
Reserves & Surplus	16065.060	17911.240	19608.910
Money received against share warrants	0.000	0.000	411.660
Net worth	16256.150	18103.370	20265.380
long-term borrowings	4746.240	489.580	6262.530
Short term borrowings	238.800	2888.990	3389.880
Total borrowings	4985.040	3378.570	9652.410
Debt/Equity ratio	0.307	0.187	0.476

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	10206.630	10765.120	7331.100
		5.472	-31.900

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	10206.630	10765.120	7331.100
Profit	3888.680	1889.030	-407.200
	0.381	0.175	-0.056

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10419866	18/06/2013 *	800,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B77469088
2	10422838	28/03/2013	248,200,000.00	INDUSIND BANK LIMITED	DR. GOPAL DAS BHAWAN, 28, BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	B74094137
3	10403332	29/12/2012	300,000,000.00	SYNDICATE BANK	CORPORATE FINANCE BRANCH, FIRST FLOOR, SAROJINI, HOUSE, BHAGWAN DASS ROAD, NEW DELHI - 110001, INDIA	B68251495
4	10392058	20/11/2012	350,000,000.00	AXIS TRUSTEE SERVICES LIMITED	AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI, MUMBAI - 400025, MAHARASHTRA, INDIA	B63775373
5	10388795	16/11/2012	1,000,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, M-11, MIDDLE CIRCLE CONNAUGHT CIRCUS, NEW DELHI - 110001, INDIA	B62879663
6	10388508	16/10/2012	1,000,000,000.00	YES BANK LIMITED	NEHRU CENTRE, 9TH FLOOR, DISCOVERY OF INDIA, DR. A.B. ROAD, WORLI, MUMBAI - 400018, MAHARASHTRA, INDIA	B62788906
7	10388413	04/10/2012	800,000,000.00	YES BANK LIMITED	NEHRU CENTRE, 9TH FLOOR, DISCOVERY OF INDIA, DR. A.B. ROAD, WORLI, MUMBAI - 400018, MAHARASHTRA, INDIA	B62756002
8	10378578	01/10/2012	250,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B58928672
9	10345995	02/04/2012	500,000,000.00	DBS BANK LIMITED	UPPER GROUND FLOOR,, BIRLA TOWER, 25 BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	B36469724
10	10344024	16/02/2012	1,800,000,000.00	JAMMU & KASHMIR BANK LIMITED	D-63, BASANT LOK, VASANT VIHAR, NEW DELHI - 110057, INDIA	B35750835
11	10334114	13/01/2012	450,000,000.00	INDIAN OVERSEAS BANK	PARLIAMENT STREET BRANCH, 10,PARLIAMENT STREET, N EW DELHI, DELHI - 110001, INDIA	B31499809
12	10355748	05/01/2013 *	250,000,000.00	STATE BANK OF BIKANER & JAIPUR	SPECIALISED COMMERCIAL BRANCH, 27, NEW DELHI HOUSE, BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	B67417485
13	10310571	12/10/2011	2,810,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, CHANDRALOK BUILDING, 36, JANPATH, NEW DELHI - 110001, INDIA	B22705024
14	10309572	29/09/2011	600,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B22298814
15	10310879	20/09/2011	500,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSE SENAPATI BAPAT MARG, LOWER PAREL (WEST), MUMBAI - 400013, MAHARASHTRA, INDIA	B22822654
16	10310716	29/03/2012 *	500,000,000.00	AXIS BANK LIMITED	SCO-29, SECTOR-14, GURGAON - 122001, HARYANA, INDIA	B39980537
17	10257815	03/12/2010	350,000,000.00	AXIS BANK LIMITED	SG 21 & 22, DLF GALLERIA SHOPPING COMPLEX, DLF C ITY, PHASE-IV, GURGAON - 122002, HARYANA, INDIA	B01913367
18	10237002	23/08/2010	1,500,000,000.00	CANARA BANK	PCB-II, WORLD TRADE TOWER, BARAKHAMBA LANE, NEW DELHI - 110001, INDIA	A93643435
19	10181091	15/02/2010 *	1,740,000,000.00	STATE BANK OF PATIALA (LEAD BANK)	COMMERCIAL BRANCH, CHANDRALOK BUILDING, 2ND FLOOR, 36, JANPATH , NEW DELHI - 110001, INDIA	A78671773
20	10172690	16/06/2010 *	4,070,000,000.00	STATE BANK OF PATIALA (LEAD BANK)	COMMERCIAL BRANCH, CHANDRALOK BUILDING, 2ND FLOOR, 36, JANPATH , NEW DELHI - 110001, INDIA	A90253295
21	10147486	11/08/2009 *	50,000,000.00	STANDARD CHARTERED BANK	CREDIT RISK CONTROL, NARAIN MANZIL, 23 BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	A69579977
22	10147481	11/08/2009 *	416,000,000.00	STANDARD CHARTERED BANK	CREDIT RISK CONTROL, NARAIN MANZIL, 23 BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	A69580009
23	10064917	16/09/2010 *	342,000,000.00	STATE BANK OF PATIALA	COMMERCIAL BRANCH, CHANDRALOK BUILDING, 2ND FLOOR, 36, JANPATH , NEW DELHI - 110001, INDIA	A94243870
24	10007457	30/01/2006	14,200,000.00	ICICI LIMITED	C-15, BANDRA-KURLA COMPLEX, BANDRA (EAST), MUMBAI - 400051, MAHARASHTRA, INDIA	A00121707

* Date of charge modification

UNSECURED LOANS

PARTICULAR	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Bonds and debentures
13.25%, 100 Non Convertible Debentures (previous year Nil) of Rs.10,00,000 each	100.000	0.000
From banks	320.000	0.000
From others	306.300	121.910
Long term maturities of finance lease obligations	49.420	97.050
SHORT TERM BORROWINGS
Commercial paper	0.000	1050.000
From others	234.000	0.000
Total	1009.720	1268.960

CORPORATE INFORMATION

Providing School Learning Solutions (comprising of Smart Class and Edureach (ICT) business), K-12 Schools (comprising preschools and high schools), Higher Learning Solutions (comprising of vocational, higher education and professional development) and Online, Supplemental and Global business (comprising of internet based educational services and coaching).

OPERATING RESULTS AND BUSINESS:

They enjoy long-term annuity relationships with both private schools as well as government customers, ranging from three to five years. Their revenues are predictable and locked in for three to five years on account of the contractual nature of their business.

In the SmartClass segment, they have added 2,171 new customers taking the total number of schools to 14,823 as on March 31, 2013.

In Edureach (formerly ICT) business segment, they have an ongoing partnership with thirteen state Governments and reaches to 10,771 Government schools in various states and 5.1 millions students as on March 31, 2013.

On Standalone basis Company’s total revenue stands at Rs. 8,204.040 millions as on March 31, 2013 as compared to Rs. 10,920.370 millions as on March 31, 2012, a decline of 24.87%. The loss before tax is Rs. 489.760 millions as on March 31, 2013 as against profit before tax of Rs. 2444.800 millions as on March 31, 2012.

On Consolidated basis Company’s total revenue stands at Rs.13,264.290 millions as on March 31, 2013 as compared to Rs.15,224.360 millions as on March 31, 2012, registering a decline of 12.87%. The loss before tax and after prior period items stands at Rs.1,532.940 millions as on March 31, 2013 as against profit of Rs.1,945.300 millions as on March 31, 2012.

SEGMENTAL PERFORMANCE (STANDALONE):

The EBIT margins in the School learning solutions (SLS) Segment of the Company for the year amounted to Rs. 1,089.700 millions or 17.37% of SLS revenues as on March 31, 2013 as compared to Rs.4,275.390 millions or 40.81% of SLS revenues as on March 31, 2012.

The EBIT margins in the Higher learning solutions (HLS) segment of the Company for the year amounted to Rs. 10.340 millions or 11.11% of HLS revenues as on March 31, 2013 as compared to Rs.43.480 millions or 32.03% of HLS revenues as on March 31, 2012.

The EBIT margins in the K-12 Schools Segment of the Company for the year amounted to Rs.15.520 millions or 93.38% of K-12 segment revenues as on March 31, 2013 as compared to Rs. 13.810 millions or 97.85% of K-12 segment revenues as on March 31, 2012.

The EBIT margins in Online Supplemental and Global (OSG) segment of the Company for the year amounted to Rs. 15.230 millions or 1.61% of OSG segment revenues as on March 31, 2013 as compared to Rs.b(19.01) millions of OSG revenues as on March 31, 2012.

AWARDS, ACHIEVEMENTS AND RECOGNITIONS:

In exploring the horizons of what learning can be, accolades and awards have come their way, awards which have reiterated their resolve to live their vision everyday and fulfill their mission.

Over the year, Educomp, its affiliates and it leadership has won recognition from several renowned institutions.

• PricewaterhouseCoopers (PwC) report (May 2013) ranked Educomp at number 85 amongst the top 100 software vendors in the emerging markets commanding combined revenue of $797 millions and among the 16 Indian companies that have made it to the list.

• Educomp ranked number 12 in Business World’s India’s fastest growing companies (May 2013 Issue).

• In Indian Education Awards 2013 Educomp won awards for, ‘Best K12 School Chain- National for The Millennium Schools’, ‘Innovation in Early Learning for Little Millennium’ and ‘Best Digital Content for Smartclass’.

• At Navikaran Awards ceremony on 30th January at ‘World Schools Resources Expo 2013’ Educomp was awarded as the “Corporate of the Year” and Shantanu Prakash, chairman and managing director, Educomp Solutions, was awarded “Entrepreneur of the Year”. The event was organized by Creative Children Media in partnership with Zee Business.

• On November, 2012, three Learning.com products were selected for the 2012 Tech and Learning Awards of Excellence. Learning. com Marketplace and Middle School STEM both won awards in the New Product category, and Aha! Math earned recognition as a Best Upgraded Product in the prestigious 30-year-old recognition program.

• Kavin Chander of Std X at PSBB Millennium was a winner at the National Indian Robot Olympiad on 30th of September.

• Educomp was ranked amongst India’s 40 fastest growing companies by Outlook Business in its 26-May-2012 issue. Shantanu Prakash was nominated for the highest honour -“Entrepreneur of the Year” Award for his exceptional vision in uplifting the education sector in India and bestowing it with much needed change at “Entrepreneur India Awards 2012” organized by Franchise India Holdings Limited on May 18, 2012.

• Educomp Solutions won three prestigious awards - “Best Education Company to work with,” “Best Innovative K 12 School” and “Best Education Webinar Series” at the Indian Education Awards (IEA) 2012 at a glittering ceremony on 28th April 2012.

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL YEAR 2012-13 AT A GLANCE

From the beginning of FY13, the company has been in a phase of consolidation. They have been focusing their energies on operational efficiencies, strengthening their balance sheet, focusing on cash flows and launching new products and services through existing sales and distribution network.

From a start up to expansion, to diversification, to consolidation, the company has come around a whole circle. As the company approaches 20th anniversary next year, they are gearing up for next chapter of growth named “Educomp 2.0”.

Educomp 2.0 is their operating Bible which includes their six-point agenda to transform the company and take it to the next level. On one hand, Educomp 2.0 is focused on digital content and their intellectual property based offerings where they plan to take their innovative IP-based products across their presence in 14,500 schools and migrate from being a products company to a solutions company. And on the other hand, Educomp 2.0 is focused on their asset backed offerings that solve the access and capacity problems for India. This is the segment where they have their schools and colleges, where they have annuity style long-term cash flows with highly stable customer lock-ins.

First of their six point agenda is about Focus. The company is the leader company in almost all segments in which they operate but the focus will be on on their core competencies. They have already begun the process of exiting non-core businesses and during the year, the company profitably sold its stake in (a) Eurokids (largest pre nursery chain of schools in India) to a group of investors lead by GPE India and (b) IndiaCan (joint venture between Pearson and Educomp for vocational education) to Pearson. The company also diluted their majority stake in AuthorGen in favor of Bertelsmann (large German Media House) and Kaizen Private Equity who have invested primary capital to take the business forward. In addition to the above, they have also closed some of their loss making businesses during the year which should also help improve their operating performance in FY14. They would also like to highlight that they are actively pursuing divesting some of their other non core assets in test preparation space and are confident of completing the transactions during fiscal year 2013-14.

Secondly, Educomp 2.0 is about cautious growth. While they have grown rapidly over the last few years from a mere 300 schools in FY07 to over 14,500 schools, their operational backbone hasn’t kept pace with the growth. During the year, they focused on (a) acquiring the quality customer base in terms of profitability (as evident from 2171 schools added in FY13 as compared to 6114 schools added in FY12) and (b) building a backbone that can effectively service their customers. The company chose profitability over volume growth in FY13 resulting in (a) average ARPU during FY13 remaining stable in-spite of not providing resource coordinator to schools from Q4FY13, (b) significant increase in number of classrooms added per school from 6.5 in FY12 to 13.3 in Q4FY13 as part of strategy to cross sell and up sell to existing schools and (c) improvement in collection efficiency (amount collected in Q4FY13 was twice the amount collected in Q1FY13).

Thirdly, Educomp 2.0 is a solution company and not just a product company. While so far they have done well, focusing their energies on selling products like SmartClass to schools. However, with a base of over 14,500 schools and 6.9 millions students, they realized that through this network, they can reach out to over 16 millions parents across the country. The company has initiated leveraging this network through a wider portfolio of IP based products and solutions. They will cross sell, up sell additional products and solutions to a customer base using their existing sales and distribution network.

The forth focus area for them is balance sheet strengthening including correction of asset liability mismatch. Educomp has over the years, built high quality infrastructure in K-12 and Higher education segments, which involves significant capital investments. These businesses “generally” become cash flow positive in 5-7 years. Currently, their cash flow profile doesn’t match up with liabilities on accounts of loans taken for either for SmartClass hardware procurement or building K-12 or higher education campuses. The deteriorating credit environment added to the stress given limited availability of long term debt and hardening interest rates. Inspite of the strong headwinds during FY13, the company has been successful in reducing the capex by 50% which alongwith improvement in collections has resulted in reduction of net debt. While the net debt reduced marginally from Rs. 19,644.000 millions as at December 31, 2012 to Rs. 19,544.000 millions as at March 31, 2013, they consider these as green shoots for the concentrated efforts put in place during the year. The company would like to thank the lenders who have been extremely supportive of Educomp during this time.

In terms of their fifth focused item – Educomp 2.0 will be a leaner organization. They are working on streamlining their operations, integrating technology into the supply chain and servicing components to replace and optimize their existing cost structure. During the year, they have already undertaken specific measures in K-12 business wherein they have slashed down their corporate expenses by more than 50%. In addition, effective April 1, 2013, they have merged the sales and service organizations at zonal levels thereby increasing span of controls for both sales and the servicing teams. The leaner structure will result in lower operating cost, better customer engagement and it is more effective in the long-term. They now have 600 people across 600 districts in India. Last but not the least, as mentioned earlier, during FY13, the company decided to sell SmartClass product without resource coordinator. They are positively surprised by their customers who have supported this decision. This decision will help them optimize their headcount besides being accretive to the margins of SmartClass business.

As a last and very important priority Educomp 2.0 is a mix of experienced and new leadership. During the year, the Company hired senior professionals including Mr. Rakesh Sharma as Executive Director. He brings immense professional experience in Education sector and will surely be able to add significant value to Educomp.

COMPANY OUTLOOK AND STRATEGY FOR FY 2014

As Robert Frost famously said-

“The woods are lovely, dark and deep,

But I have promises to keep,

And miles to go before I sleep,

And miles to go before I sleep.”

Similar to what Robert Frost said years ago, the theme for FY14 remains Educomp 2.0 and driving the six point agenda which they initiated during FY13. They believe that the near term outlook in FY14 is mixed, considering liquidity constraints and a volatile market environment, despite strong business fundamentals. However, by leveraging (a) their extremely valuable IP based smart learning solutions and (b) an enviable customer reach of 34,500 schools and ~23 millions learners, over the mid-term, we remain confident of returning the business to a position of strength.

CORPORATE DEBT RESTRUCTURING (CDR)

In order to correct the asset-liability duration mismatch, The Company has initiated discussions with its senior secured lenders and plans to restructure its debt under the Corporate Debt Restructuring (CDR) mechanism, including moratorium on principal and interest payments on term-debt. The debt-restructuring exercise will ensure better liquidity and enable the Company to focus and strengthen its core operations. They believe this will help us to safeguard the interests of their key stakeholders, including customers and vendors. Their senior lenders have shown support of their long-term business plans and are supportive of their efforts to achieve a sustainable debt structure.

About CDR

• The CDR mechanism, was launched in February, 2002 under the aegis of RBI, is a voluntary and non-statutory arrangement to ensure timely and transparent mechanism for restructuring the corporate debts of potentially viable entities, outside the preview of legal proceedings.

• Banks and FIs participating in CDR System became member and formed a self-empowered body, which lay down policies and guidelines, and monitors the process of the CDR. At present there are 56 members such as State Bank of India, Life Insurance Corporation of India, Bank of Baroda, Bank of India, ICICI Bank etc.

• CDR system is based on Debtors Creditor Agreement and Inter Creditor Agreement and this provide the legal basis to the CDR mechanism.

• Further, if 75 per cent of creditors by value and 60 per cent creditors by number agree to a restructuring package of an existing debt, the same would be binding on the remaining creditors.

• CDR considers all the preliminary reports for restructuring. However, the detailed package will be worked out with the help of Lead institution for the potentially viable companies.

SMARTCLASS – RETURNING BACK TO BUILD OWN AND OPERATE MODEL

During FY13, the company was contemplating legal restructuring of their SmartClass business. The Board of Directors in their meeting in April 2013 had constituted a committee to evaluate various options, taking into account the financial legal and tax aspects of the proposed restructuring. Notwithstanding the final outcome of the evaluation exercise currently underway, the company has decided two significant changes effective April 1, 2013.

Firstly, they have decided to migrate to Build Own and Operate model for SmartClass revenue recognition. As a consequence; they would now be booking their revenue in 20 quarterly installments assuming it is a five year contract or in 12 quarterly installments assuming it is a three year contract. Secondly, Smartclass will now be a bilateral business. It will be a business directly between Educomp and the customer.

EDUREACH – FOCUS ON CONTENT AND TRAINING BUSINESS

In their Govt. business, they will again focus on cautious growth by cherrypicking the govt. orders. They will channelize their efforts in content and training related govt. orders, which are the core competencies of Educomp. Further they will focused on maximizing the realization and margins for the existing projects in the Edureach business.

K-12 – ASSET LIGHT JV MODEL AND DRIVING ENROLLMENTS IN EXISTING SCHOOLS

Their focus in K12 will be to drive the entire future growth through the Asset light JV model. Given the large number of their Greenfield schools now operational and becoming cash positive, they have established a successful proof-of-concept. They are now seeing significant traction in the JV model. Several JV partners are committing themselves to tie-ups where-in they will bring the physical assets (land and building) or capital, while they will provide management services to run the schools. Additionally, their focus will also be on driving enrolments and increasing

capacity utilization of exiting schools.

INDUSTRY STRUCTURE AND DEVELOPMENT

MARKET OVERVIEW

India, today, is considered as a talent pool of the world, having qualified and educated human resources in abundance. India has the world’s largest population in the age bracket 5 to 24 years of about 450 million1. It also has around 500 million2 in the 25 to 59 age bracket which constitutes the working population and is expected to continuously increase even as the world’s working population ages and diminishes. This has been one of the primary reasons for transformation of India into one of the fastest growing economies in the world since liberalization in the 1990s.

As the economist Clark Kerr observed, “On a global scale, wealth and prosperity have become more dependent on the access to knowledge than the access to natural resources.”

Education is the key to unlocking and building lasting value in a robust economy. In order to meet this existing and emergent demand, there is huge need of investments in the Indian education sector. Exhibit below provides an overview of the current Indian educational infrastructure and the need gap.

FINANCIAL PERFORMANCE

Overview - Executive Summary

The financial performance of Educomp Solutions Limited (Educomp) as per Indian GAAP is discussed in two parts:

i. Educomp (Standalone), which excludes the performance of subsidiaries of Educomp.

Overview of the Financial performance summary (Standalone)

The total revenues of Educomp aggregated Rs. 8,204.000 millions in FY13 as compared to Rs. 10,920.000 millions in FY12.

In fiscal 2013, the Company’s profit/(loss) before taxes aggregated Rs. (473.000) millions as against Rs. 2,412.000 millions in fiscal 2012.

In fiscal 2013, the Company’s profit/(loss) after taxes aggregated Rs. (407.000) millions as against Rs. 1,889.000 millions in fiscal 2012.

In fiscal 2013, the Company’s earnings/(loss) per share (basic) is Rs. (3.61) as against Rs. 19.68 in fiscal 2012.

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Millions)

	Particular	30.09.2013
A	EQUITY AND LIABILITIES
1	Shareholders’ funds
	(a) Share capital	244.882
	(b) Reserves and surplus	17723.865
	(c) Money received against share warrants	411.657
	Sub-total - Shareholders' funds	18380.404
2	Non-current liabilities
	(a) Long-term borrowings	7120.427
	(b) Deferred Tax Liabilities (Net)	0.000
	(c) Other long term liabilities	158.624
	(d) Long term provisions	82.198
	Sub-total - Non-Current Liabilities	7361.249
3	Current liabilities
	(a) Short-term borrowings	3939.326
	(b) Trade payables	2322.829
	(c) Other current liabilities	3509.224
	(d) Short-term provision	329.066
	Sub-total - Current Liabilities	10100.445
	TOTAL - EQUITY AND LIABILITIES	35842.098
B	ASSETS
1	Non-current assets
	(a) Fixed assets	1238.758
	(b) Non-current investments	16857.364
	(c) Deferred tax assets (net)	244.875
	(d) Long-term loans and advances	255.819
	(e) Other non-current assets	46.020
	Sub-total - Non-Current Assets	18642.836
2	Current assets
	(a) Current Investments	0.000
	(b) Inventories	566.030
	(c) Trade receivables	13909.397
	(d) Cash and cash equivalents	84.314
	(e) Short-term loans and advances	2520.090
	(f) Other current assets	119.431
	Sub-total - Current assets	17199.262
	TOTAL - ASSETS	35842.098

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30^TH SEPTEMBER 2013

PART I

(Rs. In Millions)

S. No.	Particular	Quarter Ended		Half Year Ended
		30.09.2013	30.06.2013	30.09.2013
1	Income from operations
	(a) Net Sales / Income from operations	601.763	1348.683	1950.436
	(b) Other Operating Income	--	--	--
	Total Income from operations (net)	601.753	1348.683	1950.436
2	Expenses
	Purchases of stock-in-trade	314.873	651.995	966.868
	(Increase) / Decrease in stock in trade and work in progress	(104.548)	26.943	(75.605)
	Employee benefit expenses	372.801	422.888	795.689
	Depreciation and amortization expenses	139.880	134.885	274.765
	Other expenses	316.041	2300.262	546.303
	Foreign exchange fluctuation (net)	79.563	86.952	166.515
	Total Expenses	1118.610	1555.925	2674.535
3	Profit/ (Loss) from operations before other income, finance costs and exceptional Items (1-2)	(516.857)	(207.242)	(724.099)
4	Other income	34.461	33.617	68.078
5	Profit/ (Loss) from ordinary activities before finance costs and exceptional Items (3+4)	(482.396)	(173.625)	(656.021)
6	finance costs	385.081	370.152	755.233
7	Profit/ (Loss) from ordinary activities after finance costs but before exceptional Items (5-6)	(867.477)	(543.777)	(1411.254)
8	Exceptional Items / Prior period items	--	5.208	5.208
9	Profit/ (Loss) from Oridinary Activities before tax (7-8)	(867.477)	(548.985)	(1416.462)
10	Tax expense
	Current tax including for earlier years (net)	--	--	--
	MAT credit entitlement / reversal	--	--	--
	Deferred tax	(89.389)	(23.871)	(113.261)
11	Net Profit/ (Loss) from Ordinary Activities after tax (9-10)	(778.088)	(525.114)	(1303.201)
12	Extraordinary items (not of tax expense)	--	--	--
13	Net Profit/ (Loss) for the year period (11-12)	(778.088)	(525.114)	(1303.201)
14	Paid up equity share capital (Face value of Rs.2/- per share)	244.882	244.882	244.882
15	Reserves excluding revaluation reserves	--	--	--
16	Earning/ (Loss) per share (EPS) (not annualised)
	(a) Basic	(6.35)	(4.29)	(10.64)
	(b) Diluted	(6.35)	(4.29)	(10.64)
17	Debt Equity Ratio	--	--	0.70
18	Debt Service Coverage Ratio	--	--	(0.21)
19	Interst Servie Coverage Ratio	--	--	(0.59)

PART II

Particular	Quarter Ended		Half Year Ended
PARTICULAR OF SHAREHOLDINGS	30.09.2013	30.06.2013	30.09.2013
1 Public shareholding
Number of shares	67602823	67602823	67602823
Percentage of shareholding	55.21%	55.21%	55.21%
2 Promoters and Promoters group Shareholding-
a) Pledged /Encumbered
Number of shares	28990855	25202415	28990855
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	52.87%	45.96%	52.87%
Percentage of shares (as a % of total share capital of the company)	23.68%	20.58%	23.68%
b) Non - Encumbered
Number of shares
Percentage of shares (as a % of total shareholding of the promoter and promoter group)
Percentage of shares (as a % of total share capital of the company)

PARTICULARS	3 MONTHS ENDED 30^TH SEPTEMBER 2013
B INVESTOR COMPLAINTS (Nos.)
Pending at the beginning of the quarter	--
Received during the quarter	4
Disposed of during the quarter	2
Remaining unresolved at the end of the quarter	2

STANDALONE SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In Millions)

Particular	Quarter Ended		Half Year Ended
	30.09.2013	30.06.2013	30.09.2013
SEGMENT REVENUE
Higher Learning Solutions	8.075	8.075	16.150
School Learning Solutions	439.579	863.819	1303.398
K-12 Schools	3.730	3.221	6.951
Online Supplements and Global	150.369	473.568	623.937
Total Net Sales / Income From Operations	601.753	1348.683	1950.436
SEGMENT RESULTS (PROFIT BEFORE INTEREST AND TAX FROM EACH SEGMENTS)
Higher Learning Solutions	0.312	(3.257)	(2.945)
School Learning Solutions	(328.281)	12.648	(315.633)
K-12 Schools	2.829	3.137	5.966
Online Supplements and Global	(2.722)	7.120	4.398
Total	(327.862)	19.648	(308.214)
Less: Interest	385.081	370.152	755.233
Other Unallocable Expenses	188.995	232.098	421.093
Unallocable Income	34.461	33.617	68.078
Total Profit Before Tax	(867.477)	(548.985)	(1416.462)
CAPITAL EMPLOYED
Segment Assets – Segment Liabilities
Higher Learning Solutions	(125.138)	(120.504)	(125.138)
School Learning Solutions	13879.396	14459.358	13879.396
K-12 Schools	(178.068)	(177.775)	(178.068)
Online Supplements and Global	(442.136)	(720.458)	(442.136)
Unallocated	5246.350	5914.587	5246.350
Total	18380.404	19355.208	18380.404

CONTINGENT LIABILITIES:

PARTICULARS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
a. Corporate guarantee given to bank for secured loan to third party	13194.910	12179.130
b. Corporate guarantee given to bank for secured loan and debenture to subsidiaries	10442.180	11374.150
c. Guarantee against assignment of receivables with limited recourse option*	1083.290	437.760
d. Other money for which the Company is contingently liable
i. Taxes under adjudication/appeal	39.430	41.590
ii. Premium on redemption of Zero Coupon Foreign Currency Convertible Bonds	185.300	1649.760
Note: * The amount related to credit facilities given by bank against trade receivables.

FIXED ASSETS

v Tangible Assets

Land (Freehold)

Building

Leasehold Improvements

Office Equipment

Office Equipment-Finance Lease

Furniture and Fixtures

Computers and Accessories

Computers and Accessories Finance Lease

Vehicles

v Intangible Assets

Computer Software

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.62.27
UK Pound	1	Rs.103.67
Euro	1	Rs.85.18

INFORMATION DETAILS

Report Prepared by :

MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	3
--CREDIT LINES	1~10	2
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		20

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.