Aptech Director Discussions


THE MEMBERS OF APTECH LIMITED

Your Directors are pleased to present their 23rd Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2023 in compliance to the Companies Act, 2013 ("Act").

STATE OF AFFAIRS – SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2023 are presented below:

(Rs in Lakhs)

Particulars

Standalone Consolidated
Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022
Total revenue 28,053.71 15,918.31 47,008.62 23,678.31
Profit before finance cost, depreciation and tax 6,741.39 3,365.02 8,889.95 5,189.92
Finance cost & depreciation 391.02 627.93 663.85 847.55
Profit before tax 6,350.37 2,737.09 8,226.10 4,342.37
Provision for taxation (incl. deferred tax) 816.38 (1,029.28) 1,457.39 (601.35)
Profit after tax 5,533.99 3,766.37 6,768.71 4,943.72
Other comprehensive income (85.94) (118.30) (113.78) (137.09)
Total comprehensive income 5,448.05 3,648.07 6,654.93 4,806.63
Total equity 4,141.45 4,134.52 4,141.45 4,134.52

Earnings per share (of Rs. 10 each) (Not Annualised)

Basic EPS (Rs) 13.37 9.19 16.36 12.07
Diluted EPS (Rs) 13.34 9.17 16.32 12.01

OPERATIONS REVIEW

In the reported Financial Year, the Companys financial performance was the best-ever since it went public. While in a few international markets the performance was marginally impacted by a temporary spurt in COVID-19 infections, such impact was only marginal and did not stop the Company from delivering a record financial performance on an overall basis and even in the International Retail segment. The Company registered a healthy growth over the immediate pre-COVID year, i.e., FY2019-20, which effectively means it is out of the shadow of COVID-19 pandemic. The Consolidated Revenue from Operations increased by 102 % on a YOY basis to touch Rs. 45,692 lacs. After adjusting the impact of transition to Student Delivery Model, on a like-to-like basis, the revenue growth was 58% on a YOY basis and 60% over FY2019-20 performance. The reported EBITDA jumped 71% from Rs. 5,190 lacs in FY2021-22 to Rs. 8,890 lacs in FY2022-23. The reported EBIT was Rs. 8,240 lacs, which is an expansion of 89% over the performance in the previous year. Similarly, the Profit Before Tax (PBT) and Profit After Tax (PAT) rose by 89% and 37% respectively. PBT was Rs. 8,226 lacs as against Rs. 4,342 lacs in FY2021-22, whereas the PAT was Rs. 6,769 lacs as against Rs. 4,944 lacs in FY2021-22. The EPS moved from Rs. 12.01 to Rs. 16.32. The debt on the Balance Sheet continued to be Nil and the total Cash and Cash Equivalents have increased from Rs. 9,722.28 Lakhs as of March 31, 2022, to Rs. 21,423.26 Lakhs as of March 31, 2023. The Debtor Days for the Company fell from 106 in FY2021-22 to 52 in the reported financial year because of the shift to Student Delivery Model in Domestic Retail and accelerated collections in Enterprise Business. At the segment level, the reported Operating Revenue for the Global Retail segment was Rs. 28,499 Lakhs as against Rs. 12,903 lakhs in FY21-22 translating to a growth of 121%. Out of this, the Domestic Retail business contributed Rs. 24,805 Lakhs, which was a growth of 144% over Rs. 10,147 Lakhs in the previous year. The International Retail business also expanded from Rs. 2,718 Lakhs to Rs. 3,496 Lakhs, an increase of 34%. The phase-wise transition to Student Delivery model for the Domestic Retail centres (excluding the pre-schools business) starting from April 1, 2021, means for a like-to-like comparison of financial performance of Domestic Retail business, the revenue and costs have to be recomputed based only on Royalty model for the periods since April 1, 2021. The YOY Operating Revenue growth after such adjustments would be 43% for Global Retail and 48% for Domestic Retail. Similarly, the reported Global Retail PBT growth of 66% over FY2021-22 number would become 64% if the comparison was done on a like-to-like basis. From a PBT margin perspective, the reported PBT margins for Global Retail were 24.3% in FY2022-23 and 32.2% in FY2021-22. These numbers would change to 42.9% and 37.6% respectively if the Global Retail PBT margins were computed purely based on the Royalty model. The Enterprise Business reported a 77% YOY growth from Rs. 9,707 Lakhs in the last year to Rs. 17,193 Lakhs. The PBT margin for the segment also went up from 16.7% to 21.8% and in absolute terms the PBT went up from Rs. 1,617 Lakhs to Rs. 3,748 Lakhs, a jump of 132%.

The system-wide billing of the Global Retail segment saw a jump of 41% in FY2022-23 over the previous year and 21% over FY2019-20. In absolute terms, it was Rs. 56,498 Lakhs with a split of 69.3:30.7 between Domestic Retail and International Retail. The respective YOY growth performance of Domestic Retail and International Retail was 46% and 30%. This growth in the Domestic Retail business was primarily driven by Same Store Growth (SSG) in the key growth brands of Arena Animation, MAAC and Lakme Academy Powered by Aptech. The SSG for system-wide billing in the key growth brands was 48% in FY2022-23 up significantly from 38% in the previous fiscal. The Company signed up 79 new learning centres in the domestic market and 13 new centres in international markets. The Company increased prices by 8 – 10% across brands in the domestic market after keeping them unchanged in the last couple of years. In terms of progress of migration to the Student Delivery Model, the system-wide billing from Student Delivery Model as a proportion of the system-wide billing in Domestic Retail excluding pre-school business went up from 16.1% in FY2021-22 to 51.4% in FY2022-23 with the contribution touching 60.33% in the last quarter. In the International Retail business, the growth was primarily driven by the top 2 markets of Vietnam and Nigeria, which showed a YOY growth of 35% and 61% respectively in operating revenue terms. The Enterprise Business added 23 new customers, including an autonomous educational body under the Government of India, which awarded the division its largest deal ever to conduct exams across the country for multiple years.

Arena and MAAC launched their Gaming and Immersive Media courses during the financial year in partnership with Epic Games. The Gaming segment contributed 14% of the new course bookings in FY22-23. To address the problem of lower penetration of MAAC in Tier-3 and smaller towns due to issues such as availability of trained faculty and viability of larger centre formats, the Company piloted a new PHYGITAL centre model that will deliver hybrid learning programs at competitive price with most sessions delivered online by Aptech faculty from a central location. These courses will have a pathway to the Companys regular MAAC courses. With the increased focus on vocational courses in school curriculum under the new National Education Policy (NEP) 2020, the Company conducted awareness sessions for AVGC courses in schools across many states including Delhi, Gujarat, Karnataka, Maharashtra, etc. To provide students of MAAC exposure to the latest high-end technologies a Virtual Production and Performance Capture Centre of Excellence was established. Aptech Aviation Academy inked a strategic alliance with GMR Aviation Academy to offer a new program for careers in Airport Management and Customer Service. The total number of job openings sourced by the Industry Connect Alliances and Placement (ICAP) team went up by ~20% from FY2021-22 to FY2022-23 to touch 60,000+. An Entrepreneurship Cell or E-Cell was premiered for the first time by ICAP team to nurture, inspire & guide students on entrepreneurship and Gig economy. It also signed an alliance with CII (West) for Project C.A.R.E. to jointly promote employability and provide career guidance to college students and freshers. In ProAlley, 21 courses were live with 15 in English and 6 in Hindi. The brand also launched synchronous (live) courses during the year in addition to its bouquet of asynchronous learning programs.

The International Retail division entered one more country in Africa, Zambia. The Company also signed a tie-up with University of Bolton to offer one more option for its students to get a pathway to formal education after completing Aptech career courses. It also launched Aptech Teen and Arena Teen courses in Vietnam which includes four I.T. and Creative programs for school going teens (Age 10 to 16). These courses will have an exclusive set-up within existing centres. In line with its Gaming push in the domestic market, Aptech Game Development course was first launched in Vietnam in the international market. In the Global Retail segment, the Companys spend on marketing nearly doubled over FY2021-22. In addition to focus on many events, which are also a source of revenue generation, the Company spent significant money on marketing campaigns and sponsorships. The key highlights were signing up of Ananya Pandey as the brand ambassador, MAACs association with Playground – A Gaming Reality Show, #HarGharHunar campaign to promote skilling among youth. Among the most important highlight for the Enterprise Business was successful execution of the largest assessment project in the Companys history that involved delivering 3.2 million+ exams in 24 days across 580+ centres in 200+ cities. The Company became one of the very few players in this space to have the capability to cater to more than 1 lakh students in a single shift. In addition to this project, the division effectively delivered recruitment exams for Staff Selection Boards of two key border states, multiple recruitment and entrance exams for the central testing agency at the national level, and exams for one institution each under the Ministry of Finance and Ministry of Railways.

During the reported Financial Year, the Company won many awards and accolades such as:

• The prestigious Golden Peacock National Training Award 2023 from the Institute of Directors, India

• The leading IT Education & Skill Development brand for Aptech Computer Education and the leading Multimedia & Animation training brand for Arena Multimedia at the World Education Summit 2023, Dubai

• One of the ET Best Brands 2022 at the 5th Edition of ‘Economic Times Best Brand Conclave based on the parameters like brand value, years of existence, annual turnover, growth rate, brand recall value etc

• The "Franchisor of the Year (Education) – Vocational & Skill Development Training Institute" at the 18th Franchise Awards 2022 by Franchise India

• The Platinum Award at the 6th CII National HR Circle Competition 2022 in the category – Effective Use of Technology in HR

• A token of appreciation to Aptech Limited and Mr. Anuj Kacker for their contributions to the AVGC Sector at eduSpark Awards 2022 of AnimationExpress.com

EARNINGS PER SHARE (EPS)

The Standalone basic EPS of the Company Stood at Rs. 13.37 for the Financial Year ended 31st March 2023 as against Rs. 9.19 for the Financial Year ended March 31, 2022, and Diluted EPS stood at Rs. 13.34 as against Rs. 9.17 in the previous year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the general reserve during the current Financial Year.

INVESTOR RELATIONS

Your Company has an active Investor Relation function that engages with Investors and proactively solicits inputs from them. In the Financial year 2023, your Company increased its interaction with investors through video and audio conference calls. The top management, including the Managing Director & CEO, Executive Directors and top Senior Management spent significant time to interact with investors to communicate the strategic direction of the business, capital allocation policy and various business. All the investors connection events, including four quarterly earning calls/ analyst meet conducted during the year were also well attended by investors and analyst. Your company ensures that critical information about the Company is available to all the investors by uploading all such information on the Companys website and disclosed to exchanges as per SEBI mandates.

Please refer https://www.aptech-worldwide.com/pages/ investor-relations/investorrelations.aspx for Investors / Analyst Interactions held during the year.

DIVIDEND

The Board of Directors at their meeting held on May 24 2023 have declared Interim Dividend of Rs. 6 per Equity Share (60%) for the Financial Year 2022-23.

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on May 21, 2021 have approved and adopted the Dividend Distribution Policy and the same is uploaded on the Companys website:https://www.aptech-worldwide.com/downloads/InvestorPolicy/ DIVIDENDDISTRIBUTIONPOLICY-APTECH.pdf

BONUS ISSUE

The Board at its meeting held on May 24, 2023, approved and recommended issue of Bonus Shares to the holders of Equity Shares of the Company in 2:5 ratio by issue of 2 (Two) Equity Shares of Rs. 10/- each for 5 (five) fully paid-up existing Equity Shares of Rs. 10/- each as on the record date which was approved by the Members of the Company on July 05, 2023, by Postal Ballot. The aforesaid Bonus issued was completed within the prescribed time frame and capital redemption reserve was utilized to implement the Bonus issue.

DIRECTORS

During the Financial year 2022-23, the Directors met Six times on May 04, 2022, June 15, 2022, August 04, 2022, November

11, 2022, December 28, 2022 and February 09, 2023. The gap between two meetings during the year did not exceed 120 days.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any Statutory modification(s) or re-enactments) and the Article of Association of the Company, Mr. Utpal Sheth (DIN: 00081012), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and is eligible has offered himself for re-appointment. The Executive Directors and Independent Directors of the Company are not liable to retire by rotation. Mr. Nikhil Dalal (DIN: 00316871) whose first term of Five years got completed on 30th May 2023 and who met with the criteria of independence and eligible for re-appointment, was re-appointed for the second term of Five years by the Board of Directors in their Meeting held on 24th May, 2023 which is subject to the approval of the shareholders.

Mr. Anil Pant, Managing Director & CEO had informed the Company that on account of sudden deterioration of his health, he had proceeded on indefinite leave from 20th June, 2023 which led to his sad demise on August 15, 2023. Further, as an interim measure, the Board of Directors duly constituted an Interim Committee on June 19, 2023 of certain Members of the Board and Senior Management of the Company to ensure smooth functioning and continuity of operation of the Company. Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee has appointed Mr. Anuj Kacker, Whole time Director additionally as an Interim CEO of the Company with effect from July 18, 2023 for an interim period until further decisions by the Board of Directors of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out the annual evaluation of the performance of the Board, its Committees and of individual Directors including Independent Directors. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each Member of the Board and inputs were received.

The Independent Directors at their meeting dated March 16, 2023 reviewed the performance of the Board as a whole including non-independent directors, Chairperson, Managing Director and Whole time Director with qualitative and quantitative assessments and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

EMPLOYEE STOCK OPTIONS

The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021):

1. Aptech ESOP Scheme, 2016

2. Aptech ESOP Scheme, 2021

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SBEB Regulations 2021. The information as required under Regulation 14 read with Part F of Schedule I of the SBEB Regulation 2021 has been uploaded on the Companys website on: www.aptech-worldwide.com

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report. The website link for the familiarization program is https:// www.aptech-worldwide.com/downloads/InvestorPolicy/Familiarisation-for-Independent-Directors-of-Aptech-Limited.pdf

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 for FY 2022-23 is available on Companys website on the link : www.aptech-worldwide.com.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties if any were in ordinary course of business and on arms length basis in terms of provisions of the Act.

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Companys website: https://www.aptech-worldwide.com/ downloads/InvestorPolicy/Aptech RPTPolicy2019.pdf The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure I, which forms part of this Annual Report.

SUBSIDIARIES

As on 31st March 2023, the Company has Five subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies act, 2013.

Pursuant to the provision of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the companys subsidiaries and their contribution to the overall performance of the Company is provided in Form AOC-1 which forms part of this Annual Report in Form AOC -1. All compliances and form filings pursuant to Section 137 of the Act, to include Accounts of foreign subsidiaries of the Company. Further pursuant to the provisions of Section 136 of the Act, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited financial statement in respect of subsidiaries are available on the companys website at https://www.aptech-worldwide.com/pages/investor-relations/investorrelations subsidiary companies.aspx

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/ aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies, Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarging the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https://www.aptech-worldwide.com/ downloads/policy-on-csr.pdf. The Disclosure with respect to CSR activities forming part of this report is given in "Annexure-II".

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of this Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of this Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is annexed as "Annexure -III".

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement that: (i) in the presentation of the Annual Accounts for the year ended March 31, 2023, applicable accounting standards have been followed and that there are no material departures; (ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2023 and of the profit of the Company for the year ended on that date; (iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Annual Accounts have been prepared on a going concern basis; (v) internal financial controls followed by the Company are adequate and were operating effectively; (vi) the proper systems to ensure compliance with the provisions of all applicable laws were adequate and operating effectively;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO IF ANY.

The particulars, as prescribed under Sub-Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed below.

Conservation of Energy

Adequate measures are taken to conserve energy although the Companys operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo, if any are given in the financial statements.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) are given in "Annexure-IV".

PARTICULARS OF EMPLOYEES

Particulars of the employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be made available to any shareholder on a specific request made by him in writing before the date of the Annual General Meeting and such particulars shall be made available by the Company. In case the request is received after the Annual General Meeting such particulars shall be made available to the shareholder digitally within seven days from the date of receipt of such request.

PREVENTION OF SEXUAL HARASSMENT MECHANISM

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Companys website i.e. www.aptech-worldwide.com.

Further, your Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and auditors) Rules, 2014 as amended from time to time, M/s. Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) were appointed as the Statutory Auditors from the conclusion of the Twenty Second Annual General Meeting held on August 05, 2022 till conclusion of the Twenty Seventh Annual General Meeting. There are no qualifications, reservations or adverse remarks in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Company has appointed M/s. S G & Associates, Practicing Company Secretaries to undertake its Secretarial Audit. Pursuant to regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulation, 2018, Secretarial Audit Report of MEL Training and Assessments Limited (Formerly Maya Entertainment Limited) is also annexed to Board Report along with the Secretarial Audit Report of the Company collectively as "Annexure-V". The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark except as specified in the Report.

COST AUDITORS

The Board of Directors pursuant to Section 148 of the Act and on the recommendation of the Audit Committee, appointed M/s SAPSJ & Associates, Cost Accountants (Firm Registration Number 000445), as the Cost Auditors of the Company for the Financial Year 2022-23 in the Board Meeting dated February 9, 2023. M/s SAPSJ & Associates have confirmed that their appointment is in due compliance of Section 141, 148 and other applicable provisions of the Companies Act, 2013. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the ensuing Annual General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s SAPSJ & Associates Cost Auditors is included in the Notice convening the 23rd Annual General Meeting.

COST RECORD

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are duly maintained.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI vide its Notification dated May 5, 2021, had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Top 1000 listed entities based on market capitalization shall replace the Business Responsibility Report ("BRR") and now submit Business Responsibility and Sustainability Report ("BRSR") effective from the Financial Year 2022–23 in the format as specified by SEBI from time to time.

The Company has prepared the BRSR for the Financial Year 2022–23 which forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations and is in accordance with the format as prescribed in the SEBI Circular dated May 10, 2021.

The BRSR indicates the Companys performance against the principle of the "National Guidelines on Responsible business Conduct". This would enable the Members to have an insight into the Environmental, Social and Governance initiatives of the Company.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The

Code covers the Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://www.aptech-worldwide. com/downloads/code-of-conduct/CodeofConduct-2020.pdf

INTERNAL FINANCIAL CONTROL:

Pursuant to Section 134(5)(e) and the other applicable provisions of the Act, your Company has laid down standards and processes which enable Internal Financial Control across the Company and ensure that the same are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Pursuant to Section 179, 133 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder and read with applicable accounting standards/laws (including any statutory modification(s) or re-enactments thereof for the time being in force), the Board on the recommendation of the Strategy Committee approved to restore and reclassify the business operations of the Institutional business (Enterprise Business Group – EBG) as "Continued Operations" in February 2022 due to the good turn-around performance of Institutional business (enterprise business group- EBG) which was earlier approved by the Board in February 2021 as "Discontinued Operations".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the Financial Year 2022-23, there were no significant or material orders passed by any regulatory body or court or tribunal impacting the going concern status and the Companys operations in future except as stated in Corporate Governance Report if any in "Annexure –III".

ACKNOWLEDGEMENT

Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government Authorities, Esteemed Corporate Clients, Customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Sd/-

Sd/-

Vijay Aggarwal

Anuj Kacker

Director Whole-time Director & Interim CEO
DIN: 00515412 DIN: 00653997
Place: Mumbai Place: Mumbai
Date: 04-08-2023 Date: 04-08-2023