OPERATIONS
The following discussion should be read together with the information in the section titled “Summary of Financial Information ”, and our Restated Financial Information included in the section titled “Financial Information ” on pages 81 and 307, respectively. Unless the context requires otherwise, the following discussion and analysis of our financial condition and results of operations for the Fiscals 2025, 2024 and 2023 is derivedfrom our Restated Financial Information, including the notes, annexures and schedules thereto, which have been derived from our audited financial statements for Fiscals 2025, 2024 and 2023, and prepared in accordance with the applicable provisions of the Companies Act and Ind AS, and restated in accordance with the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI and the SEBIICDR Regulations. Ind AS differs in certain material respects from IFRS, U.S. GAAP and GAAP in other countries and other accounting principles with which prospective investors may be familiar. Our Company does not provide reconciliation of its financial information to IFRS, U.S. GAAP or GAAP in other countries. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Companys financial information. Accordingly, the degree to which the financial information included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with Indian accounting principles, policies and practices, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting principles, policies and practices on the financial information presented in this section should accordingly be limited.
Our financial year ends on March 31 of every year, so all references to a particular financial year are to the twelve-month period ended March 31 of that year.
We have included various operational and financial performance indicators in this Red Herring Prospectus, many of which may not be derivedfrom our Restated Financial Information. The manner in which such operational and financial performance indicators are calculated and presented, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. For the purposes of this section, for certain analyses we have used historical methodologies and internal categorizations to enable a consistent representation of our business. Such information may vary from similar information publicly disclosed by us in compliance with applicable regulations in India. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision, and should consult their own advisors and evaluate such information in the context of the Restated Financial Information and other information relating to our business and operations included in this Red Herring Prospectus.
Statements contained in this discussion that are not historical facts may be forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those forward-looking statements. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by us or any other person, or that these results will be achieved or are likely to be achieved. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors and contingencies that could affect our financial condition, results of operations and cash flows. Prospective investors in the Equity Shares are cautioned not to place undue reliance on these forwardlooking statements.
You are also advised to read the sections titled “ForwardLooking Statements” and “RiskFactors” on pages 20 and 34, respectively, which discuss a number of factors or contingencies that could affect our business, financial condition and results of operations.
Unless otherwise indicated, industry and market data used in this section have been derivedfrom the report titled “Online Higher Education, Certification & Upskilling market in India” dated August 2025 (the “Technopak Report”), prepared and released by Technopak Advisors Private Limited, which has been exclusively commissioned and paid for by our Company pursuant to an engagement letter dated October 5, 2023, for the purpose of understanding the industry in connection with this Offer. Unless otherwise indicated, financial, operational, industry and other related information derived from the Technopak Report and included herein with respect to any particular year refers to such information for the relevantfinancial year. See “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and Market Data ” and “Risk Factors - Internal Risks - This Red Herring Prospectus contains information from third parties and from the Technopak Report prepared by Technopak, which we have commissioned and paidfor purposes of confirming
our understanding of the industry exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks." on pages 18 and 70 of this Red Herring Prospectus, respectively.
Overview
We are one of Indias online higher education and upskilling platform companies. We market and facilitate delivery of a diversified range of online degree programs including D.B.A, MBA, M.Com., M.A., PGDM, M.C.A., M.Sc., B.Com., BCA, as well as cross-disciplinary certification courses, in partnership with 36 Partner Institutions, including 16 Tier-1 universities and institutions (which include 7 IIMs and 7 IITs and 15 Tier-2 universities and institutions as of March 31, 2025.
Since the establishment of our business in 2009 by Sanjay Namdeo Salunkhe, a first-generation entrepreneur and our Chairman and Managing Director with over 17 years of experience in the education sector, we have been one of the early movers in the online higher education and upskilling space (Source: Technopak Report). Despite being an entirely bootstrapped institution, we have achieved strong EBIDTA due to 16 years of in-depth understanding of the online higher education and upskilling sector. We leverage the expertise of our proficient senior management team with extensive experience in online higher education and upskilling, led by Sanjay Namdeo Salunkhe, our Chairman and Managing Director, as well as_Ranjita Raman, our Chief Executive Officer and Whole-time Director, to enable Indian and foreign universities and institutions whom we serve (collectively, “Partner Institutions”), to expand their addressable markets while providing rich educational engagement, experiences and outcomes to our Learners.
With a pan-India presence of over 22 offices-cum-learning centres across major cities for offline learning, apart from 17 immersive tech studio set-ups in the campuses of various IIMs, we cater to a total of 36 Partner Institutions, as on March 31, 2025. An overview of our presence across India is as follows:*
Our roster of 36 partnerships comprises premier Partner Institutions both in India and globally, including IITs,
IIMs and premier global institutions such as Swiss School of Management and Rotman School of Management, University of Toronto, and top corporates, out of which 29 institutions have earned the distinction of being ranked among the top 100 partners in their respective streams by NIRF, as of 2025 (Source: TechnopakReport). We have established strong and lasting collaborations with our Partner Institutions, as we have consistently facilitated delivery of quality degree programs, certification courses and admission related services over a long period of time. We have also received appreciation from Symbiosis International (Deemed University), IITs and IIMs for supporting them in technology and infrastructure support for facilitation of lecture delivery, marketing and promotion and student acquisitions and support.
OUR BUSINESS MODEL
Under our business model, the stages of acquiring partnerships with Partner Institutions, along with development, launch and marketing, onboarding and fee collection for degree programs and certification courses, are outlined as follows:
I. STAGE 1: PARTNER ACQUISITION AND ONBOARDING
We typically enter into partnerships with our Partner Institutions through three primary channels: tender process, business development efforts and referrals. The details of these channels are set out below:
A. Tender process:
This route typically applies to IITs and IIMs, who issue tenders for collaborations with online higher education and upskilling platforms such as our Company. Considering the strong focus of these institutions on their brand image and quality, they typically seek high-quality partnerships that align with their reputation and goals, while allowing them to reach a wider audience. Collaborating with us helps these universities and institutions to: (i) leverage our expertise in business intelligence and trend analyses, for our insights on outreach to Learners, without compromising on their quality of participant selection, (ii) obtaining technological, infrastructure and support services to bring their offline content online in a cost-effective manner, and (iii) expanding their geographically outreach without investing in physical expansion and to achieve economies of scale. The key steps of this process are set out below:
(a) Tender process announcement: Tenders are floated by IITs and IIMs on government portals, with predefined quality standards and parameters, inter alia, technical viability, financial viability and scope of work involved. The tenders also include applicable terms and conditions and details about the processing of bids received.
(b) Evaluation of technical qualifications: To qualify for the tenders floated by these institutions, the bidder must meet several pre-qualification criteria, some of which are: requisite operational experience and expertise being a technological and marketing service provider for academic institutions like IIMs, IITs and other NIRF and QS ranked universities and institutions; qualified workforce for educational marketing and technical certification courses; demonstration of technological capabilities for live online and recorded certification courses; providing recommendations from former clients; having a registered office in India and absence of blacklisting by any reputable university/institution.
(c) Shortlisting rounds:
a. Presentation: If the technical criteria are fulfilled, a comprehensive presentation is then required to be prepared for the institutions on the technological and LMS capabilities of the online higher education and upskilling platform. This presentation covers aspects such as installation, operation and maintenance of studios on campus for running the certification courses; providing uninterrupted real-time sessions through a direct-to-device mode of delivery of multimedia educational content in the form of audio, video, text, and data for the registered participants; provide two-way audio and video transmission from the faculty member to the students (for lectures) and back from students to faculty members (for feedback, queries and class participation activities with prior permission of the faculty member/presenter); smartboard integration capabilities; monitoring and attentiveness of the participants during the session; conducting polls and providing results instantly; conducting surprise quizzes in multiple-choice formats, with display of solutions upon completion; monitoring and control of the usage permissions and capabilities of all the participants through periodical reports being generated as well as being presented in the form of dashboards to respective faculty members as well as the management; uninterrupted Power Supply for all the equipment at both the studio as well as the control room with a minimum power backup of 180 minutes; and conducting the assessment of the participants, on
completion of the certification course, by upholding the standards of the IIMs and IITs through adoption of necessary technological measures and appointment of invigilators at centres where the participants appear for their examinations.
b. Financial review: The final evaluation is based on financial proposals and commercial terms decided between the IIMs/IITs and the online higher education and upskilling platform.
(d) Partnership formation: Once the above steps are completed, the terms of collaboration and partnership between the IIMs/IITs and the online higher education and upskilling platform are finalized and a binding agreement or acceptance of terms is entered into for establishing the partnership.
B. Business development: This involves directly connecting with institutions and universities (including IITs, IIMs and other universities and institutions such as Tier-2 universities, global universities, etc.) to inform them about our services, creating awareness, and establishing relationships. Our business development team plays a crucial role in building relationships and facilitating partnerships with stakeholders within institutions and universities. The team utilizes various communication channels such as email interactions, outreach through social media platforms, participation in educational conferences and networking events and engagement in academic and industry forums such as the Bombay Management Association, Council of EU Chambers and IMC Chamber of Commerce and Industry, for establishing connections with the decision-makers at the institutions and universities. Upon establishing initial contact, the focus shifts to building and nurturing relationships, by establishing trust and credibility through consistent communication and support and maintaining communication with leads through regular check-ins. The team then works on negotiating pricing and terms which are mutually agreeable and obtaining approvals for formal onboarding.
The key steps of acquisition of Partner Institutions through business development efforts are set out below:
(a) Identifying Demand and Capabilities: Based on our market research, Learner data repository maintained using LeadSquared and feedback obtained from previous participants, we actively track and identify the evolving trends in the industry and the degree programs and certification courses where our Learners demonstrate growing interest; understand the university/institutions capabilities; and target which universities and institutions can be the right fit for such degree programs and certification courses. We use the real-time dashboard of the CRM software offered by MarketXpander Services Private Limited (LeadSquared) to capture leads from various channels like websites, social media, and campaigns, and to automatically qualify and route leads to the right teams based on predefined criteria such as the type of degree program/certification course or region. This CRM also enables us to manage several opportunities per lead without duplication, to track lead generation and conversion, to customize workflows for Learners applications and admission journeys and to ensure targeted follow-ups with Learners. For instance, our sales managers benefit from custom dashboards that show key metrics such as the performance of every degree program/certification course, sales team productivity, and lead stage analysis, while our executive team can forecast enrolments by utilizing these insights and make data-driven decisions to optimize future campaigns and offerings.
(b) Initial meeting with stakeholders: We reach out to various stakeholders in the university/institution, presenting the core fundamentals of our services and how our offerings align with their institutional goals and can help university/institution to scale further both in terms of impact and business. This meeting involves discussing preliminary details to gauge interest.
(c) Formal presentation and business forecast: Once the university/institution shows interest, a formal presentation is arranged. The presentation includes detailed research, documentation, business forecasts, potential degree programs and certification courses that can be launched and an explanation of the services we provide.
(d) Exclusivity: We discuss exclusivity of the degree programs and certification courses with the university/institution, which determines whether these will be offered solely through this partnership or if it will be available to other entities as well. For instance, in the case of IITs, IIMs, LIBA, and Symbiosis International (Deemed University), the degree programs and certification courses are exclusive to us.
(e) Agreement process: Once parties are mutually agreeable, an initial memorandum of understanding is signed, establishing the foundation of the partnership. A formal agreement follows, outlining the tenure, roles, and responsibilities of both parties.
C. Referrals by Partner Institutions: Our existing Partner Institutions (including IITs, IIMs and other universities and institutions such as Tier-2 universities, global universities, etc.) provide referrals, leading to acquisition of new Partner Institutions through recommendations. The vice chancellors or senior faculty members who move to new universities and institutions, often ask us to extend our services to support the new Partner Institutions. If the potential for a partnership is identified, then meetings are conducted for defining expectations, deliverables and outcomes, and a similar process is following for entering into a formal agreement, akin to the business development route.
II. STAGE 2: POST-ONBOARDING PROCESS AND DEVELOPMENT OF DEGREE PROGRAMS
AND CERTIFICATION COURSES
A. Business intelligence, market research and positioning: We offer intelligence insights on design of certification courses, content development, demand estimation, pricing and geographical expansion to our Partner Institutions. In terms of our arrangements with our Partner Institutions, we act as a marketing, course management and technology partner, by conducting market research and providing feedback on course design to ensure that the content and structure of certification courses align with participants needs. We also act as a bridge between industry and academia, by providing actionable insights and recommendations based on our market research, and upon compiling insights from industry experts, Learner feedback, and competitive analysis. Our business intelligence process is driven by a comprehensive approach to gathering and analyzing insights through a combination of secondary research, primary research, competitive analysis, and industry expertise. We collect data through secondary research, which involves analyzing publicly available reports, articles, and data sources from both domestic and international markets, to understand global trends, market demands, and educational advancements across geographies. We also conduct primary research for certain certification courses, where we engage directly with our target audience. By designing and distributing surveys, we gather valuable inputs that reflect the specific needs and preferences of learners and professionals. Our competitive analysis focuses on evaluating the offerings of other online higher education and upskilling platforms, both within India and abroad. We also leverage insights from our internal databases and past experiences having launched certification courses for our Partner Institutions, which enable us to assess market behavior, Learner engagement for certification courses, and effectiveness, and shape our marketing strategies. We also engage with industry mentors to gain expert opinions and insights. By synthesizing all of these inputs, we generate business intelligence that informs decision-making and design of certification courses by our Partner Institutions. Once we have undertaken the requisite market research, the process begins with submitting an "Interest Document”, which outlines key details like the structure of certification courses, learning objectives and target audience. This document is shared with the relevant faculty and the centralized department of the university/institution to initiate discussions. Faculty members lead these discussions based on their areas of interest and expertise. Initial conversations with the institution follow, ensuring a mutual understanding of the direction of the certification courses. Exclusivity is also discussed, ensuring the certification courses are offered solely through this partnership.
B. Onboarding, mutual agreement and finalization: Our Partner institution and us establish a detailed agreement regarding the development of degree programs and certification courses, which includes the details of the collaboration, such as roles and goals of these degree programs and certification courses.
C. Program description sheet (“PDS”): This document details the curriculum, duration, target audience, and pricing for the certification courses. The PDS is shared with the faculty for final approval. Once approved by the faculty, it is sent to the institutions centralized approval department. After final approval, the launch process begins.
D. Development and launch preparation: While the Partner Institution develops and owns the academic content, we assemble the marketing and operations teams to support the launch of the degree programs and certification courses. We do not own the intellectual property associated with the content of the degree programs and certification courses, which vests with the Partner Institution. A clear line of communication between both teams ensures that marketing strategies and content development progress in alignment with the structure and goals of the degree programs and certification courses. The landing page for the PDS on the website of the IITs and IIMs who are our Partner Institutions, redirects to our website once the Learners are enrolled for the relevant degree programs and certification courses.
III. STAGE 3: LAUNCH AND MARKETING OF DEGREE PROGRAMS AND CERTIFICATION COURSES
We create awareness of the degree programs and certification courses offered by universities and institutions through targeted marketing strategies. An illustration of our marketing process is set out below:
Program/ course onboarding |
WM Program/course details HU Ul received from partner institute along with brand BU guidelines HH |
course extensive |
Program/ Course ideation for marketing communication strategy |
i Preparation of creatives, ad BlB copies based on Jaro jjj Education & partners BU guidelines HH | Program/ course gets live for promotion on social media, other channels & website |
Program/ course press I- |
1U Implementation of SEO, HU Bl ORM, PR strategy specific to BBS y the program/course Hgg | Program/ course launch announcement via WhatsApp, Jaro Connect, emails to alumni and current learners for referrals along with referral benefits |
The marketing process and outreach that we undertake on behalf of our Partner Institutions for their degree programs and certification courses, which forms an integral service offered to our Partner Institutions for expanding their outreach to Learners, entails preparation of marketing materials and collaterals in line with the PDS and goals of the degree programs and certification courses, multi-channel publicity campaigns and utilizing tools at our disposal such as search engine optimization and public relations strategies which are customized for the degree programs and certification courses. We incurred performance marketing expenses of Rs. 580.11 million, Rs. 464.50 million and Rs. 324.81 million for the Fiscals 2025, 2024 and 2023 respectively. The expenses incurred on such performance marketing activities constitute operating expenses for our Company, as utilize insights from our databases and marketing specific degree programs and certification courses, to allow for more diversified marketing strategies to enable our Partner Institutions to target a wider range of prospective Learners for individual online higher education degree programs and certification courses, as opposed to the traditional model where universities and institutions utilize their limited endogenous resources to attract undergraduate Learners. Our Partner Institutions have witnessed a significant increase in Learner enrolments after partnering with our Company as mentioned above. For more details, see ‘- Our Strengths - High revenue predictability backed by long-lasting, robust client relationships1 on page 243.
The outreach strategy and approach we adopt for our Partner Institutions, as well as the content we disseminate through such channels to increase the visibility of the degree programs and certification courses offered by our Partner Institutions, is set out below:
Social Media Awareness Campaigns |
Corporate Association Campaigns L A | Webinar & info Session L A |
Email Campaigns L A | Announcement of various forums including Jaro Connect, WhatsApp Announcements etc., |
Outreach Strategy & Approach
Type of Content
Media Ads, n Campaign fl Ads, H Google Ad Hi Copies & H Descriptions H |
r Program Brochure, Flyers |
? Mailers, 1 Whatsapp & H SMS |
Sj PR Articles, ? Blogs |
H Website Program ill H Page & Landing jj Page H |
hHSB Branding Collaterals B jjfflf * Static H * Info graphic H * Snacknble Videos Bt HHHi * Misc. H |
STAGE 4 - ONBOARDING AND FEE COLLECTION
Once the degree programs and certification courses are launched and marketed, we focus on onboarding Learners for the relevant degree programs and certification courses respectively, by utilizing a variety of tools and leveraging our expertise and experience:
o Our sales and counselling teams plays a vital role in converting inquiries into enrolments by providing personalized counselling and support to prospective Learners. It works on addressing inquires received pursuant to our outreach on social media platforms, live chat and direct inquiries, on providing counselling services for career prospects by understanding the career interests and aspirations of the Learners, and providing advice on selecting the degree programs and certification courses which aligns with the Learners needs. The team fosters a relationship with the Learners through clear communication and ongoing support, assisting them to complete enrolment formalities once they choose to enrol for the degree programs and certification courses.
o Further, our Al-powered chatbot offers immediate assistance to any prospective Learner visiting our website, routing any queries beyond its scope, to the relevant internal vertical of our Company which is best placed to ensure satisfactory resolution. Our assigned internal team then works with prospective Learners to understand the purpose of their enquiry and to assist them with the steps and information required to enrol.
o We also offer smart calculators such as ‘Upskilling Return on Investment Calculator and ‘Jaro Skill Calculator developed in collaboration with Assist 2 Path Tech Private Limited (Stride Ahead), which are designed to bridge the gap between education and real-world outcomes by
offering personalized projections on the return on investment from upskilling. Learners are required to answer questions on their years of experience, areas of interest, marketable skills, challenges faced in upskilling, post which our algorithm provides reports assessing the return on investment in upskilling through our degree programs and certification courses. These calculators thus help our Learners make informed decisions about their educational investments.
FEES COLLECTION:
Our revenue collection process comprises options such as; (i) direct collection of fees from Learners and invoicing by Partner Institutions; or (ii) collection of fees by Partner Institutions, who are subsequently invoiced by us for our share.
Out of our 36 partnerships as of March 31, 2025, we act as custodian for fee collection for 47.22% of our Partner Institutions. In such cases, our Partner Institution prepares and send the invoices to us upon delivery of degree programs and certification courses, which we review and reconcile our accounts according to the agreed timeline to verify the payments collected. Thereafter, we remit the payment to the Partner Institution based on the invoice received and maintain copies of the invoice and payment records for our accounting and audit.
For the remaining 52.78% of our Partner Institutions, the fees are collected directly through the universitys/institutions portal and account and in case of one university, fees are collected by our Company and the university. In such cases, we prepare and send the invoice to the Partner Institutions upon delivery of the degree programs and certification courses and reconcile our accounts according to the agreed timeline to track payments which are due. The Partner Institution processes the payment based on our invoice and we maintain copies of the invoice and payment confirmations in our accounting systems and for audit purposes. In the case of one university i.e. IIM Mumbai, Maharashtra the fee collection process differs by program type: degree program fees are collected directly by the institute, while certification program fees are collected by Jaro.
Key reasons driving institutions and universities to collaborate with us:
• Shift towards online education and greater outreach: India is the second largest market for online learning and upskilling, after the United States (Source: TechnopakReport). The online education and upskilling market in India is expected to reach INR 8.5 lakh Mn by FY 2028 from current market value of INR 3.8 lakh Mn in FY 2024, growing at a CAGR of 22.2% (Source: Technopak Report). The growth of the Indian online education and upskilling sector is propelled by technological advancements and the increasing trend towards digitization (Source: Technopak Report). The partnership between online higher education and upskilling companies and institutions/universities is revolutionizing education by providing enhanced learning experiences, personalized learning pathways, and increased accessibility (Source: Technopak Report). Through innovative digital platforms, students benefit from tailored educational content, while educators receive training and support for effective integration of technology (Source: Technopak Report). These collaborations also foster global reach, cost-efficiency, and continuous innovation in pedagogy (Source: Technopak Report). These platforms enable the partner institutions and universities to augment student access and promote inclusion, as online education serves a greater number of students for whom on-campus learning may not be feasible or preferred (Source: Technopak Report). Further, online education platforms facilitate a global reach, enabling educational institutions and universities to offer degree programs and certification courses to a broader audience (Source: Technopak Report). This leads to increased enrollment and revenue streams for universities, institutions and colleges (Source: Technopak Report). A diverse portfolio helps universities and institutions build diverse curricula and improve their rankings.
• Government policies: Government policies in India, including the National Education Policy 2020 (“NEP”) and initiatives like SWAYAM, Digital India, and Skill India, as well as the target set by NEP to increase gross enrolment ratio (“GER”) in higher education to 50% by 2035, drive the growth of the online higher education and upskilling market (Source: Technopak Report). GER is a measure in education that calculates the percentage of students enrolled in a particular level of education (irrespective of age) compared to the total population of that age group, thus acting as a valuable tool for policymakers and educators to obtain valuable information on access to education and to identify areas where improvements are needed (Source: Technopak Report). The NEP significantly enhanced the role of online learning by permitting higher education institutions to conduct comprehensive online degree programs and certification courses and raising the permissible limit of online content to 40% (Source: Technopak Report). The NEPs focus on providing quality education to the masses, has empowered universities and institutions to undertake initiatives to democratize education by offering their degree programs and certification courses online. Further, in September 2022, the University
Grants Commission issued a notification stating that degrees earned through online and distance learning (“ODL”) modes are equivalent to those earned through conventional learning (Source: Technopak Report), thus ensuring that the that the online degree programs offered by the institutions and universities maintain their credibility and value, regardless if the delivery is through conventional mode or ODL. Further, with the recent cuts in budget allocation for premier institutions such as IIMs and IITs, these institutions need to become selfsustainable, and online certification courses provide the scalability to achieve this goal.
• Managing non-academic functions: Our Partner Institutions are responsible for creating the academic content of their degree programs, appointing faculty, providing lectures, determining Learner capacity, granting degrees, and making decisions regarding Learner admission and registration criteria. Non-academic responsibilities in and online education include marketing, information technology infrastructure, maintenance, backend support, collection of student feedback, student query resolution, and operational efficiency. These institutions and universities benefit from their tie-ups with online higher education and upskilling platforms like our Company, to gain access to the latest technologies and software solutions without having to invest heavily in research and development (Source: Technopak Report). By partnering with online higher education and upskilling platforms like our Company, these institutions and universities can leverage our expertise needed for mass outreach, advanced information technology infrastructure, and marketing, while focusing on maintaining their academic excellence.
• Connect with industry: Online education delivered through platforms such as our platform, helps universities and institutions attract working professionals to executive degree programs and certification courses. 44.14% of our Learners have more than 2 years of work experience, and 22.19% of our Learners have more than 5 years of work experience, as of March 31, 2025 (Source: Technopak Report). These working professionals bring real-time industry challenges into the classroom as learners, allowing institutions and universities to engage in discussions and develop solutions and helps them to address current market needs and bridge skill gaps effectively.
We market and facilitate delivery of personalized, technology-driven degree programs and certification courses offered by our Partner Institutions, contributing to the expansion of range of our offerings and our consistency in securing contract renewals from our Partner Institutions, whilst retaining our existing roster of partnerships (Source: Technopak Report). Our repertoire includes: (i) Doctor of Business Administration (“D.B.A.”), Master of Business Administration (“M.B.A.”), Master of Commerce (“M.Com.”), Master of Arts (“M.A.), Post Graduate Diploma in Management (“P.G.D.M.”), Master of Computer Applications (“M.C.A.”), Bachelor of Commerce (“B.Com.”), Bachelor of Computer Applications (“BCA”) and other degree programs in partnership with 17 universities in India, out of which 14 universities have been ranked in the top 100 by NIRF, as of March 31, 2025; and (ii) online, hybrid and in-person certification courses in management, fintech, data science, business analytics, design thinking and digital marketing, in partnership with 19 institutes in India, including 7 IIMs and 6 IITs, and 3 other institutions which have been ranked in the top 100 by NIRF, as of March 31, 2025. Our relationships are characterized by close, ongoing collaboration with faculty and administration, as well as a deep integration between our universities academic missions and operations, and our technology and services. A summary of our key offerings is set out below:
Summary |
Offerings |
| • Online MBA | |
| • Online PG / Online UG | |
| • General Management & Leadership | |
| • Strategy | |
| • Analytics & Data Science | |
• 36 Partner Institutions*: |
• Digital Marketing & Analytics |
• 268 degree programs and certification |
• Finance & Banking |
courses offered* |
• Supply Chain & Operations |
| • Healthcare Management | |
| • Human Resource Management | |
| • Product Management | |
| • Cybersecurity & Cloud Computing | |
| • Technology & Analytics | |
| • Doctoral Proerams & PhD |
* As of March 31, 2025.
Existing players in the higher education and upskilling sector such as our Company, experienced unprecedented user surges, following the rapid shift to online learning and closure of schools and educational institutions after the COVID-19 pandemic (Source: Technopak Report). Our marketing and facilitation of delivery of the online degree programs and certification courses offered by our Partner Institutions, combined with our focus on career advancement and industry-relevant skills, enabled us to capitalize on this surge by providing live classes, collaborative tools, and comprehensive learning resources to ensure continuity in education. We offer comprehensive solutions for our Learners, who comprise students as well as professionals all the way up to C- Suite personnel, i.e., senior executives, spanning domains and industry verticals. Our curated offering of customized degree programs and certification courses at various academic levels, and holistic and comprehensive course portfolio across fields of study, combined with affiliations with top-tier Partner Institutions, have enabled us to boost enrolments of Learners, for the degree programs and certification courses offered by our Partner Institutions, at a CAGR of 24.50% and 40.44% respectively, from March 31, 2022 to March 31, 2025. For details of our increase in enrolments for the Fiscals ended March 31, 2025, 2024 and 2023, see “Our Business - Our Strategies ” on page 249.
Approximately 68.36% of our enrolment share for Fiscal 2025 is driven by marketing, brand building and advertising, which are enhanced by our business intelligence, insights on pricing, geographical expansion, program positioning and content delivery. Further, our counselling-based approach, our focus on Learners support and satisfaction, brand image and partnerships with premier Partnership Institutions enable us to drive increased referrals, resulting in lower Learner acquisition costs per enrolment, vis-a-vis costs incurred per enrolment in acquiring Learners through high marketing, brand building and advertising spends. For details of our referral fees, marketing expenses and acquisition costs, see “- Our Services and Solutions on page 252. Our Company places a strong emphasis on tracking and continuously improving Learner satisfaction. Our commitment to implementing actionable suggestions provided in the feedback collected from our Learners, has enabled us to work towards enhancing Learner outcomes and Learner experience, and augmenting the effectiveness of our services and solutions.
We utilize these tools and our learning delivery capabilities to design, develop and grow our offerings, catering to Learners seeking online higher education or to up-skill or re-skill in an increasingly knowledge-based economy, and to prepare them for the future of work. We also offer support services, including technological services and solutions such as our LMSs, to Partner Institutions for smooth functioning of the degree programs and certification courses, which enable Learners to successfully complete them.
By seeking to deliver value to our stakeholders, we work towards sustaining growth in revenues and adding value to the education ecosystem. Our business model provides us with a high degree of predictability of revenue. Our top 5 Partner Institutions who contributed 62.40%, 69.13%, and 81.94% of our revenue from operations for the Fiscals 2025, 2024 and 2023 respectively, have established long-term relationships with us, spanning up to approximately 7 years. Our revenues are derived from our share of fees paid by Learners undertaking the degree programs and certification courses offered by our Partner Institutions, which includes application fees, tuition fees, study material and exam fees and Learner welfare fees, with varying percentages mutually agreed upon by our Company and Partner Institutions, and structured around course type, duration and exclusivity. We offer flexible payment options for fees, which involves paying the fees in full or in instalments, tailored as per Learners convenience. Our revenue collection process comprises options such as; (i) direct collection of fees from Learners and invoicing by Partner Institutions; or (ii) collection of fees by Partner Institutions, who are subsequently invoiced by us for our share. Approximately 80.56% of our revenue from operations for Fiscal 2025 is derived from our collaborations with Tier-2 Universities, while approximately 19.04% of our revenue from operations for Fiscal 2025 is derived from our collaborations with Tier-1 universities which also includes IIMs and IITs. We receive revenue share ranging from 23% to 70% of the fees paid by Learners undertaking the degree programs and certification courses offered by universities and institutions as on March 31, 2025.
The following table sets forth certain key financial and operational performance indicators of our Company for the periods indicated:
(in Rs. million, unless otherwise indicated)
Particulars |
Fiscal 2025A | Fiscal 2024 (on a consolidated basis) |
Fiscal 2023 (on a consolidated basis) |
Financial KPIs Gross Revenue (INR mn) (1) |
6,255.43 | 4,877.34 | 3,165.73 |
Particulars |
Fiscal 2025A | Fiscal 2024 (on a consolidated basis) |
Fiscal 2023 (on a consolidated basis) |
| Gross Revenue (y-o-y growth%) | 28.26% | 54.07% | 26.56% |
| Net Revenue/ Revenue from Operations (INR mn) (2) | 2,522.63 | 1,990.45 | 1,221.45 |
| Net Revenue (y-o-y growth%) | 26.74% | 62.96% | 44.37% |
| EBIT (3) | 744.33 | 568.01 | 202.14 |
| EBITDA (4) | 835.81 | 635.59 | 255.53 |
| EBITDA Margin (5) | 33.13% | 31.93% | 20.92% |
| PAT Margin (6) | 20.34% | 18.75% | 9.35% |
| Current Ratio (7) | 3.09 | 2.59 | 1.62 |
| Net Working Capital Turnover Ratio (8) | 1.93 | 2.77 | 3.19 |
| Debt - Equity Ratio (9) | 0.30 | 0.21 | 0.45 |
| Trade Receivable Turnover ratio (10) | 10.53 | 20.34 | 18.33 |
| Net Worth (11) | 1,715.47 | 1,174.32 | 778.45 |
| Return on Net Worth (12) | 30.12% | 32.35% | 14.87% |
| Return on Capital Employed (RoCE) (13) | 37.38% | 40.90% | 19.12% |
| Total Asset Turnover Ratio (14) | 1.05 | 1.05 | 0.80 |
| Return on Equity Ratio (RoE) (15) | 35.76% | 37.82% | 15.05% |
Operational KPIs |
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| Number of Universities and Institutions (16) | 36 | 34 | 29 |
| CAGR of Universities and Institutions (17) | 5.88% | 17.24% | 38.10% |
| Number of Admission/ Learner Enrolment Rate (28) | 31,434 | 29,145 | 21,579 |
| CAGR of Admission (19) | 7.85% | 35.06% | 9.23% |
| Number of Offices and Studios (20) | 39 | 37 | 29 |
| CAGR of Offices and studios (21) | 5.41% | 27.59% | 0.00% |
| Learner Acquisition Cost (22) | 24,356 | 20,203 | 18,372 |
Mhe Company has no Subsidiaries as on March 31, 2025. Therefore, the consolidated balance sheet as at March 31, 2025 reflects the numbers considered in standalone balance sheet of the Company as on that date.
Notes:
(1) Gross Revenue refers to the total fees from Learners for degree programs and certification courses offered by our Partner Institutions, which we market and facilitate delivery of. This includes the full amount of application fees, tuition fees, study material fees, campus immersion, student welfare fees and exam fees, as applicable
(2) Net Revenue/ Revenue from Operations refers to our Companys share of the Total fees receivable from Learners enrolled for degree programs and certification courses offered by our Partner Institutions. This includes a predetermined percentage (share) of application fees, tuition fees, and exam fees, as applicable.
(3) EBIT is calculated as restated profit before income tax + finance costs
(4) EBITDA is calculated as restated profit before income tax + finance costs + depreciation and amortization expense
(5) EBITDA Margin is calculated as EBITDA divided by Net Revenue
(6) PAT Margin as is calculated as the Profit for the year/period as a % of Total Revenue
(7) Current Ratio is calculated as Current Assets/ Current Liabilities
(8) Net Working Capital Turnover Ratio is calculated as Net Revenue/Average of opening and closing working capital for the year/period
(9) Debt to Equity is calculated as Total Debt / Total Equity
(10) Trade Receivable Turnover is calculated as Net Revenue/ Average of opening and closing trade receivable for the year/period
(11) Net worth refers to the total equity attributable to shareholders of the company
(12) Return of Net Worth (RoNW) is calculated as profit for the year/period attributable to owners of the Parent divided by the net worth at the end of the respective year/period
(13) Return of Capital Employed (RoCE) is calculated as EBIT/ Capital Employed (Total Assets minus Current Liabilities)
(14) Total Asset Turnover is calculated as Net Revenue/ Average of opening and closing Total Assets for the year/period
(15) Return on Equity is calculated as Profit for the year/period from continuing operations /Average of opening and closing Total Equity for the year/period
(16) Number of Universities and Institutions is a metric to measure the ability to attract new partners Partner Institutions, by tracking the number of Indian and foreign universities and corporates with whom we collaborate .
(17) CAGR of Universities and Institutions is calculated by dividing the ending count of universities and institutions at the end of the year/period by count of universities and institutions at the Start of the year/period the starting count, raising the result to the power of one divided by the number of years/periods, and then subtracting one.
(18) Number of Admissions/ Learner Enrolment Rate is a metric to measure the ability to attract new Learners, by tracking the number of enrolments of Learners to the degree programs and certification courses offered by our Partner Institutions, which we market and facilitate delivery of
(19) CAGR of Admissions is calculated by dividing the ending count of admissions at the end of the year/period by count of universities and institutions at the Start of the year/period by the starting count, raising the result to the power of one divided by the number of years/periods, and then subtracting one.
(20) Number of Offices and Studios is the total count of physical locations operated by the company.
(21) CAGR of Offices and Studios is calculated by dividing the count of offices and studios at the end of the year/period by count of offices and studio at the start of the year/period, raising the result to the power of one divided by the number ofyear/periods, and then subtracting one.
(22) Learner Acquisition Cost is calculated as Learner acquisition costs (in Z million) /Number of Learners enrolled
With our robust scope and insights into the online higher education and upskilling space, we seek to facilitate expansion of the outreach of our Partner Institutions services, offerings and brand presence. While our Partner Institutions such as IITs and IIMs possess many strengths within their certification courses, faculty and services, our primary role is to amplify these strengths in a fully integrated online and offline experience. We also seek to deliver an integrated experience by engaging with prospective Learners for gauging market demand, actively contributing to tactical planning of our Partner Institutions degree programs and certification courses, deploying competent and trained professionals to promote these offerings, establishing immersive studios with high-tech infrastructure and amenities and maintaining multiple touchpoints with Learners for incorporating their feedback and continuous improvement of the degree programs and certification courses of our Partner Institutions. We recently won the Edtech leader of the year empowering Indias professionals by ET Now (2025), th e Leading EdTech Company of the Year award from Times Business Awards 2024, Outlook Business Spotlight Business Icon Awards 2023, and Edtech Leadership Award from the World HRD Congress in 2022.
Significant factors affecting our results of operations
Our business, financial condition and results of operations have been, and are expected to be, influenced by numerous factors. A summary of the most important factors that have had, and that we expect will continue to have, a significant impact on our business, results of operations and financial condition is set out below:
1. Relationships with Partner Institutions
The success of our business depends on the number of Partner Institutions we have in our network, and our relationships with Partner Institutions. Our revenue growth is driven by the expansion of our network, which depends on our ability to attract and retain Partner Institutions. Additionally, the financial performance of our Partner Institutions, their ability to attract Learners upon leveraging our services, their experience in operating universities and institutions, quality of academic deliverables and other factors relating to the performance of our Partner Institutions also directly affects our financial results. Conversely, the success of our Partner Institutions depends on our brand recognition, our ability to leverage the scalability of our business model, the quality of our services and solutions, as well as our ability to respond to competition and achieve high Learner enrolments.
By leveraging our innovative online learning platform, expertise in admission related services and online program management services, we have developed a roster of 36 partnerships as of March 31, 2025, with premier Partner Institutions both in India and globally, including IITs, IIMs and premier global institutions such as Swiss School of Management and Rotman School of Management, University of Toronto, and top corporates, out of which 29 institutions have earned the distinction of being ranked among the top 100 partners in their respective streams by NIRF, as of 2024. We currently receive revenue share ranging from 23% to 70% of the program fees paid by Learners undertaking the degree programs and certification courses offered by universities and institutions as on March 31, 2025. Our sustained growth depends on our ability continue to expand our network of partnerships with top tier Partner Institutions.
2. Brand image
We aim to continue cultivating our reputation as a provider of quality services in the Higher Edtech sector through investment in our brand and to achieve a competitive position in India. Our brand has benefitted from, amongst other things, the experience and reputation of our marketing and advertising campaigns and our ability to provide quality services and solutions to our Partner institutions and Learners. We have increased our expenditure on publicity and advertisements in the recent years to increase our brand recognition, in order to build a wider client base and market awareness for our services and solutions. Accordingly, our marketing, brand building and advertising expense has increased from Rs. 359.43 million in Fiscal 2023 to Rs. 676.03 million in Fiscal 2025, at a CAGR of 37.14%. For details, see “Our Business - Our Services and Solutions - Admission related services, marketing, sales and distribution on page 253.
Our brand image has been instrumental in increasing the number of learner enrolments over the years. Students and professionals have a significant contribution to the success of our business and are critical to our ability to increase enrolments and revenue from operations, increase penetration of our offerings in existing markets and expansion into new markets. Our future success is dependent on continued investment in our brand. Any negative impact on our brand equity may result in a decrease in the number of learner enrolments, which would have an adverse impact on our business and growth prospects.
3. Competition
The online higher education and upskilling industry has been experiencing rapid growth and evolution, driven by technological advancements, increasing internet penetration, and the growing demand for online education and skill development, thus transforming the way education is accessed and consumed in the country (Source: Technopak Report). The competitive landscape in the online higher education and upskilling industry is highly dynamic, as new players are emerging regularly, ranging from innovative startups to established tech companies diversifying their portfolios (Source: Technopak Report). These newcomers often bring fresh ideas, disruptive technologies, and unique learning approaches, intensifying competition and driving continuous innovation within the sector (Source: Technopak Report).
Some of our competitors may have better financial and other resources than we have or may be able to develop more effective advertisement and marketing campaigns or better priced or more innovative courses, services and
delivery platforms than us, which may enable them to compete against us more effectively for future enrolments. These competitive factors may force us to reduce our fees and/or increase our spend in order to continue to attract enrolments and to retain and attract faculty, and to pursue new market opportunities. Increased competition could result in reduced demand for our services and solutions, increased expenses, reduced margins and loss of market share. It is also possible for our competitors to quickly adopt our business practices and set lower prices to compete with us. Mergers and acquisitions involving our competitors may create entities with even greater competitive advantages. Any increase in competition may reduce our market share, decrease growth in our business, increase operating expenses and could adversely affect our financial condition and results of operations.
4. Investment in Technology
The success of our technology-enhanced learning modes is significantly dependent on various factors including internet penetration in India, our ability to react to evolving technology, user preferences and to innovate and implement technological advances, whether independently or in reliance on independent technology providers. We currently operate three LMSs with varying functionalities and features to meet the requirements of our Partner Institutions and Learners, and to offer our free courses in a gamified environment. We also offer AI-powered tools such as smart calculators in collaboration with Assist 2 Path Tech Private Limited (Stride Ahead) to enable our Learners to assess return on investment in the degree programs and certification courses offered by our Partner Institutions and which we market and facilitate delivery of, as well as to make informed decisions about upskilling and online education. We also invest in setting up on-campus immersive tech studio at various IIMs such as IIM Ahmedabad, Gujarat, IIM Tiruchirappalli, Tamil Nadu, IIM Kozhikode, Kerala, IIM Nagpur, Maharashtra, IIM Vishakhapatnam, Tamil Nadu and IIM Mumbai, Maharashtra which includes installing, operating and maintaining these studios with requisite infrastructure and amenities. For details, see “ Our Business ? Our Digital Capabilities and Platforms” on page 264. Thus, we invest in technology infrastructure upfront resulting in revenue expenditure. The details of our revenue expenditure on technology infrastructure for the Fiscals 2025, 2024 and 2023 are as follows:
Particulars |
As of and for the Financial Year 2025 | As of and for the Financial Year 2024 | As of and for the Financial Year 2023 |
Expenditure on technology infrastructure (in Rs. million) |
3.48 | 5.00 | 2.50 |
Amount paid to LMS providers (in Rs. million) |
3.46 | 4.96 | 2.36 |
Notes:
1. Expenditure on technology infrastructure primarily includes expenses incurred on LMS and our Jaro Connect platform. For details, see “Our Business ? Our Digital Capabilities and Platforms - Comprehensive learning experience through our Learning Management Systems ” and “Our Business ? Jaro Connect ” on pages 264 and 268.
2. The amount paid to LMS providers is not capitalized in our books ofaccounts and is treated as revenue expenditure for accounting purposes
While we seek to continue to innovate in order to improve the features of our technological capabilities and LMSs with the evolving higher education and upskilling landscape, the success of these technology -enhanced learning modes and solutions is also driven by our capabilities to anticipate industry trends and gauge market demand, and to continue to adapt to technological developments in effective course delivery.
Basis of preparation of Restated Financial Information and significant accounting policies
2.1 Basis of preparation
(i) Statement of compliance
The Restated Financial Information of the Company comprises of:
- Restated Standalone Statement of Assets and Liabilities as at 31 March 2025, the Restated Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Restated Standalone Statement of Cash Flows, the Restated Standalone Statement of Changes in Equity for the year ended 31 March 2025, the Material Accounting Policies and the Notes (including other explanatory information) (collectively, the “Restated Standalone Financial Information").
- Restated Consolidated Statement of Assets and Liabilities as at 31 March 2024, Restated Consolidated Statement of Assets and Liabilities as at 31 March 2023, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows, the Restated Consolidated Statement of Changes in Equity for the years ended 31 March 2024 and 31 March 2023, the Material
Accounting Policies and the Notes (including other explanatory information) (collectively, the “Restated Financial Information”).
The Company did not have any entity controlled by it as on 31 March 2024 and thereafter. Therefore the Company prepared Restated Standalone Financial Information for the year ended 31 March 2025.
Restated Financial Information and Restated Standalone Financial Information are collectively referred to as the “Restated Financial Information".
The Restated Financial Information have been prepared by the management of the Company for the purpose of inclusion in the Red Herring Prospectus (the “RHP”) and Prospectus (together referred as “Offer Document”) to be filed by the Holding Company with the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, Maharashtra, situated at Mumbai (“RoC”) in connection with the proposed Initial Public Offer of equity shares (“IPO”) by the Company.
The Restated Financial Information have been prepared by the management of the Company to comply with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "ICDR Regulations");
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended (the “Guidance Note”);and
d) Email dated October 28, 2021, from Securities and Exchange Board of India (SEBI) to Association of Investment Bankers of India (“SEBI Communication”).
These Restated Financial Information have been compiled by the Management from:
a) Audited Ind AS Standalone Financial Statements of the Company as at and for the year ended 31 March 2025, prepared in accordance with the Indian Accounting Standards (Ind AS), as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 21 August 2025.
b) Audited Ind AS Consolidated Financial Statements of the Group as at and for the year ended 31 March 2024, prepared in accordance with the Indian Accounting Standards (Ind AS), as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 26 September 2024.
c) Audited Ind AS Consolidated Financial Statements of the Group as at and for the year ended 31 March 2023 prepared in accordance with the Indian Accounting Standards (Ind AS), as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 30 September 2023.
The Restated Financial Information:
have been prepared after incorporating adjustments for the changes in accounting policies, material errors, if any, and regrouping/reclassifications retrospectively in the year ended 31 March 2024 and 31 March 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended 31 March 2025.
do not require any adjustment for modification as there is no modification in the underlying audit reports on the Financial Statements referred in preceding paragraphs.
These Restated Financial Information were approved in accordance with a resolution of the directors on 21 August 2025.
The Restated Financial Information are presented in Indian Rupees and all amounts disclosed in the financial statements and notes have been rounded off to the nearest million, unless otherwise stated.
(ii) Historical cost convention
These Restated Financial Information are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis, except for the following:
- certain financial assets and liabilities which are measured at fair value or amortised cost;
- defined benefit plans;
- share-based payments
(iii) Current versus non-current classification
All assets and liabilities have been classified as current or non-current as per the operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and services and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.
(iv) Use of estimates
The preparation of Restated Financial Information is in conformity with Ind AS that requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the Restated Financial Information is included in the following notes:
Expected credit losses on trade receivables
The impairment provision of trade receivables is based on assumptions about risk of default and expected timing of collection. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Groups past history, customers creditworthiness, existing market conditions at the end of each reporting period.
Defined benefit plans and compensated absences
The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.
Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease.
The discount rate is generally based on the incremental borrowing rate.
Revenue Recognition
The Groups determination of whether Program Management Services contracts bundled with Enrollment Services are considered as distinct performance obligations that should be accounted for separately versus together may require significant judgment. Further, the Group estimates its reduction in share of fees on account of admission cancellations.
2.2 Basis of Consolidation
The Restated Financial Information comprises the Financial Statements of the Company and its subsidiaries for the year ended 31 March 2024 and 31 March 2023. The Company does not have subsidiaries during the year ended 31 March 2025.
The Company consolidates all entities which are controlled by it.
The Company establishes control when; it has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect the entitys returns by using its power over the entity.
Subsidiaries are consolidated from the date control commences until the date control ceases. The results of subsidiaries acquired, or sold, during the year are consolidated from the effective date of acquisition and up to the effective date of disposal, as appropriate.
All inter-company transactions, balances and income and expenses are eliminated in full on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the Restated Statement of Assets and Liabilities separately within equity.
Non-controlling interests in the net assets of consolidated subsidiaries consists of:
The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiaries is made; and
(b) The non-controlling interests share of movements in equity since the date parent subsidiaries relationship came into existence.
The profit and other comprehensive income attributable to non-controlling interests of subsidiaries are shown separately in the Restated Statement of Profit and Loss and Restated Statement of Changes in Equity.
Changes in the Companys interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Companys interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
If the Group loses control over a subsidiary, it:
(i) Derecognises the assets (including goodwill) and liabilities of the subsidiary
(ii) Derecognises the carrying amount of any non-controlling interests
(iii) Recognises the fair value of the consideration received
(iv) Recognises any surplus or deficit in profit and loss
(v) Reclassifies the parents share of components previously recognised in OCI to profit and loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
2.3 Revenue Recognition
The Group derives revenue primarily from rendering of student enrolments and program management services.
The Group has assessed the universities and institutes as their customers. The Group enters into contract with customers wherein they only provide enrolment services (i.e. enrolling students into courses conducted by universities/institutes) or enrolment services along LMS (Learning Management System)/Program Management services. The consideration for rendering services is percentage based fees (i.e. the percentage of fees that university or institute collects from its students).
Revenue is recognised upon transfer of control of promised services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those services.
• Revenue from student enrolment services is recognised at the point in time when the university or the institute confirms the admission of the student for the relevant course.
• Revenue related to program management services contracts are recognised over the tenure of the certification courses.
The Group evaluates whether each service promised to a customer is capable of being distinct, and is distinct in the context of the contract, if not, the promised service is combined and accounted as a single performance obligation. In case of bundled arrangements which includes enrolment services along LMS (Learning Management System)/Program Management services), the Group has determined that both the services are distinct performance obligations and allocated the transaction price to each performance obligation based on observable information.
Revenue is measured based on the transaction price, which is the consideration, adjusted for estimated reduction in the Companys share of fees due to admission cancellations. Reduction in the Companys share of fees on account of admission cancellations is considered as variable consideration. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. A Provision for calcellations is recognised for expected cancellations (i.e., the amount not included in the transaction price) based on the past trend of cancellations.
Revenue excludes taxes collected from customers.
With respect to contracts where Group provides student enrolment services for multi-term/multi-year courses, the Groups performance obligation is completed when the student takes admission in the 1st year/lst term, however part of the consideration becomes contractually due, only when the student commences the second term/second year course. The Group has assessed that this does not represent a significant financing component as the payment terms are structured in this manner for reasons other than financing.
Unbilled revenue is recognised when there is excess of revenue earned over billings (i.e. only act of invoicing is pending) and invoicing is based on milestones as defined in the contract and therefore the timing of revenue recognition is different from the timing of invoicing to the customers. Therefore unbilled revenues are classified as non-financial asset because the right to consideration is dependent on completion of contractual milestones.
Contract liability (“deferred revenue”) is recognized when there are billings in excess of revenues.
2.4 Property, plant and equipment
Recognition and measurement:
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss, if any. Cost includes expenditures directly attributable to the acquisition of the asset. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost of the item can be measured reliably
The carrying amount of any component accounted for as a separate asset is derecognised when discarded/scrapped. All other repairs and maintenance costs are charged to profit and loss in the reporting period in which they occur.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Depreciation
Depreciation is provided, under the Written down value (WDV) basis, pro-rata to the period of use, based on useful lives specified in Schedule II to the Companies Act, 2013.
The useful lives of the property, plant and equipment are as follows:
a) Building - 60 years
b) Computers - 3 years
c) Furniture and fixtures - 10 years
d) Office Equipments - 5 years
e) Vehicles - 8 years
f) Electronic Equipments - 10 years
f) Leasehold improvements - lower of lease period or estimated useful life
2.5 Discontinued operations
A discontinued operation is a component of the Groups business that represents a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of, has been abandoned or that meets the criteria to be classified as held for sale.
The results of operations disposed during the year are included in the Restated Statement of Profit and Loss up to the date of disposal.
Discontinued operations are presented in the Restated Statement of Profit and Loss as a single line which comprises the post-tax profit or loss of the discontinued operation.
2.6 Leases
The Group leases most of its office facilities under operating lease agreements that are renewable on a periodic basis at the option of the lessor and the lessee. The lease agreements contain rent escalation clauses.
The Group assesses whether a contract contains a lease at the inception of the contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: (i) the contract involves the use of an identified asset, (ii) the Group has the right to obtain substantially all of the economic benefits from the use of the asset through the period of the lease, and (iii) the Group has the right to direct the use of the asset.
At the date of commencement of the lease, the Group recognises a ROU asset and a corresponding lease liability for all lease arrangements under which it is a lessee, except for short-term leases and low value leases. ROU assets represent the Groups right to use an underlying asset for the lease term and lease liabilities represent the Groups obligation to make lease payments arising from the lease. The Group has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.
The lease arrangements include options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities include these options when it is reasonably certain that they will be exercised.
The ROU assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
ROU assets are depreciated from the date of commencement of the lease on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset.
The lease liability is initially measured at amortised cost at the present value of the future lease payments. The Group uses its incremental borrowing rate (as the interest rate implicit in the lease is not readily determinable) based on the information available at the date of commencement of the lease in determining the present value of lease payments. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Group changes its assessment as to whether it will exercise an extension or a termination option.
2.7 Financial Instruments
Financial assets:
Classification
The Group classifies its financial assets in the following measurement categories:
- those to be measured subsequently at fair value through profit and loss, and
- those measured at amortised cost
The classification depends on the entitys business model for managing the financial assets and the contractual cash flow characteristics.
Initial recognition
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. However trade receivables that do not contain a significant financing component are measured at transaction price.
Measurement
Subsequent to initial recognition, financial assets are measured as described below:
Cash and cash equivalents:
The Groups cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks (three months or less from the date of acquisition). For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks (three months or less from the date of acquisition), net of outstanding bank cash credit that are repayable on demand and are considered part of the Groups cash management system. In the balance sheet, bank cash credits are presented under borrowings within current liabilities.
Financial assets carried at amortised cost:
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income (FVOCI):
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Further, in cases where the Group has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.
Financial assets at fair value through profit or loss (FVTPL)
A financial asset which does not meet the amortized cost or FVTOCI criteria is measured as FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses on remeasurement recognized in statement of profit or loss. The gain or loss on disposal and interest income earned on FVTPL is recognized.
Impairment of financial assets
The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets are impaired. Ind AS 109 requires expected credit losses to be measured through a loss/impairment allowance.
In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses on a forward looking basis. However, if the credit risk on the financial instruments has increased significantly since the initial recognition or it has become credit impaired, then the Group measures lifetime ECL.
The amount of ECL (or reversal) that is required to adjust the loss allowance at the reporting date is recognised as an impairment gain/loss under “ Other Expenses ” in the Restated Statement of Profit and Loss.
Derecognition of financial assets
The Group derecognises a financial asset when
- the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under IND AS 109.
- the Group retains contractual rights to receive the cash flows of the financial asset but assumes a contractual obligation to pay the cash flows to one or more recipients.
When the entity has neither transferred a financial asset nor retained substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to extent of continuing involvement in the financial asset.
Financial liabilities:
Initial recognition and measurement
Financial liabilities are classified as financial liabilities at amortised cost. All financial liabilities are recognized initially at fair value, except in the case of borrowings which are recognised at fair value, net of directly attributable transaction costs. The Groups financial liabilities include trade and other payables, cash credits, borrowings and lease liabilities.
Subsequent measurement
After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest method. For trade and other payables, the carrying amounts approximate fair value due to the short-term maturity of these instruments.
Derecognition
Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired. The Group also derecognises financial liabilities when their terms are modified and the cash flows of the modified liabilities are substantially different, in which case new financial liabilities based on the modified terms are recognized at fair value.
2.8 Employee benefits
Groups Employee benefit obligations include short-term obligations, compensated absences and Postemployment obligations which includes gratuity plan and contributions to provident fund.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service which are recognised in respect of employees services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
Compensated absences
The Group provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on number of days of unutilized leave at each balance sheet date based on an estimated basis for the period end and on an independent actuarial valuation under Projected Unit Cost method at the year end.
Defined benefit plan
Employees are entitled to a defined benefit retirement plan (i.e. Gratuity) covering eligible employees of the Group. The plan provides for a lump-sum payment to eligible employees, at retirement, death, and incapacitation or on termination of employment, of an amount based on the respective employeessalary and tenure of employment. Vesting occurs upon completion of five years of service.
Gratuity liabilities are determined by actuarial valuation, performed by an independent actuary, at each reporting date using the projected unit credit method. The Group recognises the obligation of a defined benefit plan in its balance sheet as a liability in accordance with Ind AS 19 - “Employee Benefits.” The discount rate is based on the government securities yield. Re-measurements, comprising actuarial gains and losses are recorded in other comprehensive income in the period in which they arise. Re-measurements recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in Restated Statement of Profit and Loss in the period of plan amendment.
Costs comprising service cost (including current and past service cost and gains and losses on curtailments and settlements) and net interest expense or income is recognised in profit or loss.
Defined contribution plans
The defined contribution plan is a post-employment benefit plan under which the Group contributes fixed contribution to a Government Administered Fund and will have no obligation to pay further contribution. The Groups defined contribution plan comprises of Provident Fund and Labour Welfare Fund. The Groups contribution to defined contribution plans are recognized in the Restated Statement of Profit and Loss in the period in which the employee renders the related service.
2.9 Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Groups estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
2.10 Provisions and expenses
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions (excluding retirement benefits and compensated absences) are determined at present value based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
2.11 Income Taxes
Income tax comprises of current tax and deferred tax.
Current Tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable profit for the period. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the reporting date and applicable for the period. The Group offsets current tax assets and current tax liabilities where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realise the asset and liability simultaneously.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Restated Statement of Assets and Liabilities and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and incurred tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of goodwill or initial recognition of assets and liabilities(other than in a business combination) in a transaction that affects neither the taxable profit nor the accounting profit.
The Group recognises deferred tax liabilities for all taxable temporary differences except those associated with the investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
3. Recent accounting pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. There are no standards of accounting or any addendum thereto, prescribed by Ministry of Corporate Affairs under section 133 of the Companies Act, 2013, which are issued and not effective as at 31 March 2025.
Change in Accounting Policies / Estimates
Except as disclosed below, there is no change in the accounting policies during the Fiscals 2025, 2024 and 2023:
Amendments to Ind AS 37- Provisions, Contingent Liabilities and Contingent Assets- The amendment specifies that the ‘cost of fulfilling a contract comprises the ‘costs that relate directly to the contract. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022, although early adoption is permitted.
This amendment had no impact on the Restated Financial Information.
Key Components of our Statement of Profit and Loss Based on our Restated Financial Information
The following descriptions set forth information with respect to the key components of our profit and loss statements.
Revenue
Revenue consists of revenue from operations and other income.
Revenue from operations. Revenue from operations comprises revenue from contract with customers, i.e., sale of services to customers. Revenue from sale of services to customers includes revenue from enrolment and admission related services, technology support (setting up studios at campus for immersive learning, providing learning management system and information technology manpower at studios), classroom infrastructure support, program management services including providing program outline and business intelligence and market research.
Other income. Other income primarily comprises of interest income, including interest income on fixed deposits, loans given, security deposits and income tax refund.
Expenses
Expenses consist of, employee benefit expense, finance costs, depreciation and amortization expense, and other expenses.
Employee benefits expenses. Employee benefits expenses comprise of salaries, wages and bonus, staff welfare expense, gratuity expense, share-based compensation expense, other employee benefit expense and contribution to provident and other funds.
Finance costs. Finance cost comprises of interest expense, interest on lease liabilities and loan processing charges.
Depreciation and amortization expense. Depreciation relates to depreciation on property, plant and equipment and amortization relates to amortization on right of use assets and intangible assets.
Other expenses. Other expenses primarily comprise of legal and professional fees, payment to auditors, bank charges, business promotion expenses, referral fees, repair and maintenance expenses, house keeping and software maintenance expense, software and computer expenses, electricity expense, postage and courier, printing and stationery, rates and taxes, rent expenses, interest on delayed payment of taxes, telephone and communication expense, travelling and conveyance, programme fee, loss on sale of property, plant and equipment, Loss due to admission cancellation/drop-outs, sundry balances written off corporate social responsibility expense, foreign exchange loss, office expenses, allowances for expected credit loss and miscellaneous expenses.
Income Tax Expense
Income tax expense consists of current tax, adjustment of tax relating to prior periods and deferred tax. Non-GAAP measures
Certain non-GAAP measures like EBITDA, EBITDA margins, return on equity and return on capital employed (“Non-GAAP Measures”) presented in this Red Herring Prospectus are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS or Indian GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS or Indian GAAP.
In addition, these Non-GAAP Measures are not a standardized term, hence a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance.
Our Results of Operations:
The following table sets forth select financial data from our restated consolidated statement of profit and loss for the Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total revenue for such periods:
Particulars |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
|||
| ( Rs. in million) | (% of Total Income) | ( Rs. in million) | (% of Total Income) | ( Rs. in million) | (% of Total Income) | |
Income: |
||||||
Revenue from operations |
2,522.63 | 99.31% | 1,990.45 | 98.26% | 1,221.45 | 98.04% |
Other income |
17.56 | 0.69% | 35.22 | 1.74% | 24.40 | 1.96% |
Total income (I) |
2,540.19 | 100% | 2,025.67 | 100% | 1,245.85 | 100.00% |
Expenses: |
||||||
Employee benefits expenses |
739.02 | 29.10% | 620.38 | 30.63% | 448.01 | 35.96% |
Finance costs |
42.92 | 1.69% | 48.10 | 2.37% | 45.77 | 3.67% |
Depreciation and amortisation expense |
91.48 | 3.60% | 67.59 | 3.34% | 53.38 | 4.29% |
Other expenses |
965.36 | 38.00% | 746.08 | 36.83% | 542.32 | 43.53% |
Total expenses (II) |
1,838.78 | 72.39% | 1,482.15 | 73.17% | 1,089.48 | 87.45% |
Particulars |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
|||
| ( Rs. in million) | (% of Total Income) | ( Rs. in million) | (% of Total Income) | ( Rs. in million) | (% of Total Income) | |
Profit before exceptional items and tax (III = I-II) |
701.41 | 27.61% | 543.52 | 26.83% | 156.37 | 12.55% |
Add: Exceptional item (IV) |
- |
0.00% | (23.61) | (1.17%) | 0.00% | 0.00% |
Profit before tax for the year (V) |
701.41 | 27.61% | 519.91 | 25.66% | 156.37 | 12.55% |
Tax expense (VI): |
||||||
Current tax |
69.73 | 2.75% | 68.77 | 3.39% | 33.35 | 2.68% |
Adjustment of tax relating to earlier periods |
8.70 | 0.34% | (8.11) | (0.40%) | 0.00% | 0.00% |
Deferred tax expense/(income) |
106.32 | 4.18% | 79.15 | 3.91% | 8.80 | 0.71% |
Profit for the year from continuing operations (VII = V - VI) |
516.66 | 20.34% | 380.10 | 18.76% | 114.22 | 9.16% |
Discontinued operations (VIII) |
||||||
Profit before tax from discontinued operations |
0.00% | 0.73 | 0.04% | 2.87 | 0.23% | |
Tax expense of discontinued operations |
0.00% | (1.11) | (0.06%) | (0.55) | (0.04%) | |
Profit/ (loss) for the year from discontinued operations |
0.00% | (0.38) | (0.02%) | 2.32 | 0.19% | |
Profit for the year (IX = VII + VIII) |
516.66 | 20.34% | 379.72 | 18.74% | 116.54 | 9.35% |
On March 28 2024, our Group disposed of its entire stake (i.e. 77.40%) in our erstwhile subsidiary (i.e. NET Employment Services Private Limited). Our Group has de-recognized the net carrying value of assets of Rs. 227.53 million as on date of sale i.e. March 28, 2024. Accordingly, it has been treated as discontinued operations and accounted for in accordance with the stipulations of Ind AS 105. The corresponding numbers in the Restated Financial Information for the previous years have been presented as if these operations were discontinued in the prior years as well.
Fiscal 2025 compared to Fiscal 2024
Our results of operations for Fiscal 2025 were particularly affected by the following factors:
• Strategic partnerships and alliances: Collaborating with strategic partners and forming alliances provide access to new markets, resources, and complementary expertise. Expansion of business by increasing tie- ups with various universities, IITs, IIMs, and IITsglobal universities.
• Enhancing learning environments: Immersive Learning Centres and High-Tech Studios at various institutes.
• Achieving operational efficiency: Improved operational efficiencies due to better return on advertisement spent and sales expenses.
Total Income
Our total income increased by 25.40% to Rs. 2,540.19 million for Fiscal 2025, from Rs. 2,025.67 million in Fiscal 2024, primarily as a result of:
• Revenue from Operations. Our revenue from operations was Rs. 2,522.63 million for the Fiscal 2025, which primarily comprises of Rs. 2,048.86 million from revenue from sale of enrolment and other ancillary services to customers and Rs. 473.77 million from revenue from sale of program management services to customers. Revenue from sale of enrolment and other ancillary services to customers and sale of program management services to customers, constituted 81.22% and 18.78% of our total revenue from operations for the Fiscal 2025. Revenue from sale of services to customers includes revenue from admission related
services, technology support (setting up studios at campus for immersive learning, providing learning management system and information technology manpower at studios), classroom infrastructure support, program management services including providing program outline and business intelligence and market research.
• Other income: Our other income was Rs. 17.56 million for the Fiscal 2025, which primarily comprises of
Rs. 0.37 million from interest income on fixed deposits, Rs. 4.33 million from unwinding of discount on security deposits, Rs. 11.18 million from interest income on tax refund and Rs. 1.68 million from other income. Interest income on fixed deposits, unwinding of discount on security deposits, interest income on income tax refund and other income constituted 2.10%, 24.66%, 63.67% and 9.57% of total of other income for the Fiscal 2025.
Expenses
Our total expenses increased by 24.06% to Rs. 1,838.78 million for Fiscal 2025 from Rs. 1,482.15 million for Fiscal 2024, primarily on account of increase in employee benefit expenses, , depreciation and business promotion expenses.
Employee benefits expenses: Employee benefits expenses incurred in Fiscal 2025 increased by 19.12% to Rs. 739.02 million for Fiscal 2025 from Rs. 620.38 million for Fiscal 2024, primarily on account of hiring new employees, ESOP expenditure, annual increment in salaries, and incentives of employees, KMPs and SMPs. Moreover, the rise in student admissions had a direct impact on sales incentives, further contributing to the increase in employee benefit expenses for our Company. The combined effect of these factors underpins the rise in our overall employee-related expenditures during the fiscal period.
Finance costs: Our finance costs decreased by 10.78% to Rs. 42.92 million for Fiscal 2025 from Rs. 48.10 million for Fiscal 2024, primarily on account of transfer of loans having higher rate of interest to banks with lesser rate of interest. Interest expenses on borrowings from banks was Rs. 31.08 million in the Fiscal 2024, which got decreased by 13.81% resulting to Rs. 26.79 million for Fiscal 2025.
Depreciation and amortization expense: Our depreciation and amortization expense increased by 35.35% to Rs. 91.48 million for Fiscal 2025 from Rs. 67.59 million for Fiscal 2024, majorly on account of purchase of computers in Fiscal 2025.
Other expenses: Our other expenses increased by 29.39% to Rs. 965.36 million for Fiscal 2025 from Rs. 746.08 million for Fiscal 2024. This rise was primarily due to increases in marketing expenses, telephone and communication expenses,, and software and computer expenses. Specifically, marketing expenses rose by 24.14%, telephone and communication expenses increased by 220.90% and software and computer expenses increased by 40.36%. The increase in marketing expenses was aimed at boosting admissions from various universities and institutions. Additionally, the rise in telephone and communication expenses and software expenses was driven by the expansion of our offices and studios.
Profit before exceptional items and tax: Our profit before tax increased by 29.05% to Rs. 701.41 million for Fiscal 2025 from Rs. 543.52 million for Fiscal 2024. This is primarily attributed to an increase in total income by 25.40%
Income tax expenses: Our total income tax expenses increased by 32.15% to Rs. 184.75 million for Fiscal 2025 from Rs. 139.81 million for Fiscal 2024. This rise is primarily due to increases in both current tax and deferred tax. The current tax surged by 1.40%, mainly driven by higher profit before tax. Deferred tax increased significantly, from Rs. 79.15 million in Fiscal 2024 to Rs. 106.32 million in Fiscal 2025.
Profit after tax: Our Company achieved a profit of Rs. 516.66 million for Fiscal 2025 as compared to a profit of Rs. 379.72 million for Fiscal 2024, as a result of increase in total income.
Fiscal 2024 compared to Fiscal 2023
Our results of operations for Fiscal 2024 were particularly affected by the following factors:
• Strategic partnerships and alliances: Collaborating with strategic partners and forming alliances provide access to new markets, resources, and complementary expertise. Expansion of Business by increasing tie- ups with various Universities, IITs, IIMs and global Universities.
• Enhancing learning environments: Immersive Learning Centres and High-Tech Studios at various institutes.
• Achieving operational efficiency: Improved operational efficiencies due to better return on advertisement spent and sales expenses.
Total Income
Our total income increased by 62.59 % to Rs. 2,025.67 million for Fiscal 2024, from Rs. 1,245.85 million in Fiscal 2023, primarily as a result of:
• Revenue from Operations. Our revenue from operations was Rs. 1,990.45 million for the Fiscal 2024, which primarily comprises of Rs. 1,651.74 million from revenue from sale of enrolment and other ancillary services to customers and Rs. 338.71 million from revenue from sale of program management services to customers. Revenue from sale of enrolment and other ancillary services to customers and sale of program management services to customers, constituted 82.98% and 17.02% of our total revenue from operations for the Fiscal 2024. Revenue from sale of services to customers includes revenue from admission related services, technology support (setting up studios at campus for immersive learning, providing learning management system and information technology manpower at studios), classroom infrastructure support, program management services including providing program outline and business intelligence and market research.
• Other income: Our other income was Rs. 35.22 million for the Fiscal 2024, which primarily comprises of Rs. 0.07 million from interest income on fixed deposits, Rs. 28.72 million from interest income on loans given, Rs. 3.76 million from interest income on security deposits, Rs. 0.63 million from interest income on tax refund and Rs. 2.04 million from other income. Interest income on fixed deposits, interest income on loans given, interest income on security deposits, interest income on income tax refund and other income constituted 0.20%, 81.54%, 10.68%, 1.79% and 5.79% of total of other income for the Fiscal 2024. Increase in interest income was majorly due to increase in loan given during the year.
Expenses
Our total expenses increased by 36.04% to Rs. 1,482.15 million for Fiscal 2024 from Rs. 1,089.48 million for Fiscal 2023, primarily on account of increase in employee benefit expenses, , depreciation and business promotion expenses.
Employee benefits expenses: Employee benefits expenses incurred in Fiscal 2024 increased by 38.47 % to Rs. 620.38 million for Fiscal 2024 from Rs. 448.01 million for Fiscal 2023, primarily on account of increase in number of employees to 860 for Fiscal 2024 from 775 for Fiscal 2023. Additionally, there was an annual increment in salaries of employees and KMPs. Moreover, the rise in student admissions had a direct impact on sales incentives, further contributing to the increase in employee benefit expenses for our Company. The combined effect of these factors underpins the rise in our overall employee-related expenditures during the fiscal period.
Finance costs: Our finance costs increased by 5.09% to Rs. 48.10 million for Fiscal 2024 from Rs. 45.77 million for Fiscal 2023, primarily on account of increase in interest expenses on borrowings from banks. Interest expenses on borrowings from banks was Rs. 29.93 million in the Fiscal 2023, which got increased by 3.84% resulting to Rs. 31.08 million for Fiscal 2024.
Depreciation and amortization expense: Our depreciation and amortization expense increased by 26.62% to Rs. 67.59 million for Fiscal 2024 from Rs. 53.38 million for Fiscal 2023, majorly on account of increase in depreciation on leasehold improvements recognized in the books.
Other expenses: Our other expenses increased by 37.57 % to Rs. 746.08 million for Fiscal 2024 from Rs. 542.32 million for Fiscal 2023. This rise was primarily due to increases in marketing expenses, legal and professional fees, auditor fees, office maintenance costs, and software and computer expenses. Specifically, marketing expenses rose by 51.50%, legal and professional fees by 174.86%, auditor fees by 88.28%, office maintenance costs by 79.23%, and software and computer expenses by 79.90%. The increase in marketing expenses was aimed at boosting admissions from various universities and institutions. Additionally, the rise in office maintenance and software expenses was driven by the expansion of our offices and studios.
Profit before exceptional items and tax: Our profit before tax increased by 247.59% to Rs. 543.52 million for Fiscal 2024 from Rs. 156.37 million for Fiscal 2023. This is primarily attributed to an increase in total income by 62.59%.
Income tax expenses: Our total income tax expenses increased by 231.70% to Rs. 139.81 million for Fiscal 2024 from Rs. 42.15 million for Fiscal 2023. This rise is primarily due to increases in both current tax and deferred tax. The current tax surged by 106.21%, mainly driven by higher profit before tax. Deferred tax increased significantly, from Rs. 8.80 million in Fiscal 2023 to Rs. 79.15 million in Fiscal 2024.
Profit after tax: Our Company achieved a profit of Rs. 379.72 million for Fiscal 2024 as compared to a profit of Rs. 116.54 million for Fiscal 2023, as a result of increase in total income.
Liquidity and Capital Resources
We fund our operations and capital requirements primarily through cash flows from operations. We expect that cash flow from operations will continue to be our principal sources of cash in the long term. Further, our business is asset light in nature and requires lesser amount of capital expenditure on a yearly basis. We evaluate our funding requirements periodically in light of our net cash flow from operating activities.
Cash Flows
The following table sets forth our cash flows for the periods indicated:
(Z in million)
Fiscal |
|||
| 2025 | 2024 | 2023 | |
Net cash generated from / (used in) operating activities |
(234.55) | (169.66) | 28.76 |
Net cash generated / (used in) investing activities |
(40.88) | 471.48 | (76.74) |
Net cash generated / (used in) financing activities |
141.86 | (191.69) | 45.15 |
Cash and Cash Equivalents at the end of the year |
50.78 | 184.35 | 74.22 |
For further details, please see “Risk Factors - Internal Risks- We have negative cash flows in the past. Our historical performance may not be indicative of our future growth or financial results.” on page 39.
Operating Activities
Net cash used in operating activities was Rs. (234.55) million for Fiscal 2025. This primarily resulted from adjustments to reconcile profit after tax to net cash generated from operating activities of Rs. 139.42 million, adjustment for increase in operating assets of Rs. 876.66 million, adjustment for decrease in operating liabilities of Rs. 135.68 million and payment of income tax of Rs. 63.04 million.
Net cash used in operating activities was Rs. (169.66) million for Fiscal 2024. This primarily resulted from adjustments to reconcile profit after tax to net cash generated from operating activities of Rs. 107.44 million, adjustment for increase in operating assets of Rs. 657.29 million, adjustment for decrease in operating liabilities of Rs. 19.38 million and payment of income tax of Rs. 121.07 million.
Net cash generated from operating activities was Rs. 28.76 million for Fiscal 2023. This primarily resulted from adjustments to reconcile profit after tax to net cash generated from operating activities of Rs. 122.50 million, adjustment for increase in operating assets of Rs. 299.27 million, adjustment for increase in operating liabilities of Rs. 128.19 million and payment of income tax of Rs. 81.90 million.
Investing Activities
Net cash used in investing activities was Rs. (40.88) million for Fiscal 2025. This primarily resulted from purchase of property, plant and equipment of Rs. 41.24 million, proceeds from repayment of loan of Rs. 0.04 million, investment in fixed deposit of Rs. 0.05 million and interest income on fixed deposit of Rs. 0.37 million
Net cash generated from investing activities was Rs. 471.48 million for Fiscal 2024. This primarily resulted from payment and proceeds from property and equipment of Rs. 1.77 million, proceeds from disposal of subsidiaries of Rs. 161.97 million and loan given to related parties and others of Rs. 195.04 million and proceeds from loan given to
related parties and others of Rs. 405.36 million, proceeds from fixed deposits of Rs. 59.35 million and interest income on loan given of Rs. 41.61 million.
Net cash used in investing activities was Rs. (76.74) million for Fiscal 2023. This primarily resulted from payment and proceeds from property and equipment of Rs. 31.53 million, proceeds from sale of mutual funds of Rs. 0.01 million and loan given to related parties and others of Rs. 274.19 million and proceeds from loan given to related parties and others of Rs. 244.94 million, investment in fixed deposit of Rs. 50.49 million and interest income on loan given and fixed deposits of Rs. 34.52 million.
Financing Activities
Net cash generated from financing activities was Rs. 141.86 million for Fiscal 2025. This primarily resulted from issue of shares under ESOP of Rs. 1.37 million, proceeds from current borrowings of Rs. 873.62 million, payment of finance cost of Rs. 29.48 million, repayment of current borrowings of Rs. 609.47 million, repayment of non-current borrowings of Rs. 1.54 million, payment of dividend of Rs. 15.17 million , principal and interest payment of lease liabilities of Rs. 64.03 million and interest payment of lease liabilities of Rs. 13.44 million.
Net cash used in financing activities was Rs. (191.68) million for Fiscal 2024. This primarily resulted from proceeds from borrowings of Rs. 0.53 million, repayment of borrowings of Rs. 97.44 million, finance cost of Rs. 35.19 million and principal and interest payment of lease liabilities of Rs. 59.59 million.
Net cash generated from financing activities was Rs. 45.15 million for Fiscal 2023. This primarily resulted from proceeds from borrowings of Rs. 238.94 million, repayment of borrowings of Rs. 107.00 million, finance cost of Rs. 34.95 million and principal and interest payment of lease liabilities of Rs. 51.89 million.
Indebtedness
As of August 31, 2025, we had total borrowings (consisting of current and non-current borrowings) of Rs. 475.43 million. Our debt to total equity ratio was 0.30 as of March 31, 2025. For further information on our indebtedness,
see “Financial Indebtedness" on page 406.
The following table sets forth certain information relating to our outstanding indebtedness as of August 31, 2025, and our repayment obligations in the periods indicated:
(in f millions)
Category of borrowings |
Sanctioned amount as on August 31, 2025 | Outstanding amount as on August 31, 2025 |
Fund based |
||
Secured |
||
Working capital facilities |
550.00 | 470.32 |
Vehicle Loans |
9.46 | 5.11 |
Unsecured |
Nil | Nil |
Non-fund based |
||
Secured |
Nil | Nil |
Unsecured |
Nil | Nil |
Total |
559.47 | 475.43 |
Contractual Obligations and Commitments
As of March 31, 2025, our Company does not have any material contractual obligations or commercial commitments, including long-term debt, rental commitments, operating lease commitments, purchase obligations or other capital commitments, other than those as provided in the section entitled “Financial Information""
Contingent Liabilities
The details of our contingent liabilities as disclosed in our Restated Financial Information were as follows:
(in Rs million)
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
As at March 31, 2023 |
a. Claims against the Company not acknowledged as debts |
|||
i. Disputed demands in respect of Income Tax |
47.86 | ||
ii. Disputed demands in respect of GST |
9.04 | 9.04 | - |
iii. Disputed demands in respect of Service Tax |
16.46 | 16.46 | |
Against the aforesaid demands, payments under protest/adjustments made by the Company |
|||
b. M/s Bennet, Coleman and Co. Ltd. (“Plaintiff) has filed a civil suit bearing number 510 of 2023 against the Company and certain individuals (collectively, the “Defendants”) before the High Court of Judicature at Bombay under sections 43(a) and 43(b) of the Information Technology Act, 2000, as amended, seeking (i) damages by way of compensation aggregating to INR 71.75 million at the rate of 21% per annum from the date of filing of the suit till the actual date of payment to the Plaintiff for unauthorized access and data theft from the Plaintiffs computer system and (ii) grant of injunction against the Defendants from the use or access to the said data. In addition, the Plaintiff has also filed an interim application dated 17 July 2023 to restrain the Defendants by an order of injunction from accessing and transferring in any manner the confidential information from the computer systems of the Plaintiff and the Defendants filed an written statement on 9 November 2023 rejecting the claims of the Plaintiff seeking dismissal of the matter. The matter was subsequently transferred to the Court of Additional Sessions Judge, City Civil Court, Mumbai and is currently pending. As neither the plaintiff nor the defendant appeared for the hearing scheduled on 20th August 2024, the matter has been adjourned to 3rd December 2024. Currently, the hearing is in progress and the next date of hearing is scheduled on 25th September 2025.
For details, see “Restated Financial Information - Note 3 7 -Contingent Liabilities and Commitments and “Risk Factors - Internal Risks - We have certain contingent liabilities that have been disclosed in our financial statements, which if they materialize, may adversely affect our results of operations, cash flows and financial condition.” on pages 347 and 67.
Credit Ratings
As of the date of this Red Herring Prospectus, our Company has received the following credit ratings which were IVR A-/Stable in terms of fund based long term bank facilities and proposed long term bank facilities, as affirmed by Infomerics Valuation and Rating Limited (formerly Infomerics Valuation and Rating Private Limited) as on August 18, 2025.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see “Related Party Transactions” on page 369.
Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Foreign currency risk, interest rate risk and credit risk. The details are given below:
(1) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As on March 31, 2025, the Company is exposed to interest rate risk due to variable rate borrowings which is 505.53 and due to fixed rate borrowings which is 5.55.
(2) Interest rate sensitivity analysis
The impact of change in interest rate by +/- 50 basis point have an immaterial impact on the profit before tax of
the Company. Hence, the sensitivity has not been disclosed.
(3) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the Companys receivables from deposits with landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a months operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords before taking any property on lease and hasnt had a single instance of non-refund of security deposit on vacating the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The Company does not foresee any credit risks on deposits with regulatory authorities.
(4) Trade Receivables
Customer credit risk is managed by the Company subject to the Companys established receivable management policy. The policy details how credit will be managed, past due balances collected, allowances and reserves recorded and bad debt written off. Outstanding customer receivables are regularly monitored by the Management.
An impairment analysis is performed at each reporting date on consolidated basis for similar category of customer. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets
(5) Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Companys in accordance with the Companys policy. Investments of surplus funds are made only with approved counterparties with high credit ratings except in case of strategic investments in few entities. Investments in other than bank deposits are strategic long term investments which are done in accordance with approval from board of directors.
(6) Foreign currency risk
The Company has limited international transactions and thus its exposure to foreign exchange risk arising from its operating activities is low. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Companys functional currency. To mitigate the Companys exposure to foreign currency risk, non-INR Cash Flows are monitored in accordance with the Companys risk management policies.
(7) Foreign currency risk exposure:
Set forth below are the foreign currency risk exposure of our Company on a consolidated basis:
in million)
Particulars |
As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2023 |
Trade Receivables |
0.01 | - | 0.53 |
Loans given |
- | - | 0.53 |
Security deposit receivables |
- | 0.09 | - |
Accounts Payable |
0.06 | 0.01 | - |
Total |
0.07 | 0.10 | 1.06 |
Unusual or Infrequent Events or Transactions
Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
Significant Economic Changes that Materially affect or are likely to affect Income from Continuing Operations
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect our income from continuing operations identified above in Significant Factors Affecting our Results of Operations and the uncertainties described in “Risk Factors” on pages 382 and 34, respectively.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “- Significant Factors affecting our Results of Operations” and the uncertainties described in “RiskFactors” on pages 382 and 34, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
Future Relationship between Cost and Revenue
Other than as described in “Risk Factors“Our Business” and “Managements Discussion and Analysis of Financial Condition and Results of Operations” on pages 34, 231 and 371 respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.
New Products or Business Segments
Other than as disclosed in this section and in “Our Business” on page 231, we have not announced and do not expect to announce in the near future any new business segments.
Seasonality of Business
The online higher education and upskilling sector experiences seasonal fluctuations due to the academic cycle (Source: Technopak Report). Revenue generation may dip during non-enrolment periods or in between exam cycles, while expenses, such as student recruitment and promotional activities, tend to spike during the start of new batches (Source: Technopak Report). This may cause quarter-to-quarter financial variability, where profitability may not be consistent throughout the year (Source: Technopak Report). Depending on the timing of commencement of the relevant degree programs and certification courses, we may recognize lower revenues in certain months or quarters of the year. For instance, our enrolments are higher in the July to September quarter, due to commencement of the academic session.
In terms of our expenses, many of them are fixed in nature and we incur them throughout the year, such as lease payments and costs of maintaining infrastructure and utilities for our offices-cum-learning centres and immersive tech studios and salaries to our employees. Some expenses may increase during beginning of new batches, such as business promotion expenses to enrol Learners for new degree programs and certification courses, including marketing, brand-building and advertising expenses for launching digital advertising campaigns, lead generation campaigns and issuing press releases to establish robust presence and wide outreach of our Partner Institutions. Since our revenues and expenses fluctuate quarter-to-quarter, it may result in fluctuation of profitability of our Company in some quarters. Accordingly, our results of operations and financial condition in one quarter may not accurately reflect the trends for the entire Financial Year and may not be comparable with our results of operations and financial condition for other quarters. Additionally, any significant event such as unforeseen floods, earthquakes, political instabilities, epidemics or economic slowdowns during these peak seasons may adversely affect our business and results of operations. For details, see “Risk Factors - Internal Risks - Our business is linked to the academic cycle, and is therefore subject to seasonality, which may contribute to fluctuations in our results of operations and financial condition. ” on page 42.
Suppliers or customer concentration
We do not have any concentration of suppliers or customers in our business.
Competitive conditions
We operate in a competitive environment. Please see “Our Business", “Industry Overview” and “Risk Factors” on pages 231, 176 and 34, respectively for further information on our industry and competition.
Summary of reservations or qualifications or adverse remarks of auditors
Our Statutory Auditors, have included the following matter of emphasis for the Restated Standalone Financial Information as at and for the year ended March 31, 2025, for the restated financial information as at and for the year ended March 31, 2024, and March 31, 2023:
“Basis of preparation and Restriction on distribution and use - Without modifying our opinion, we draw attention to Note 2.1 to the Special Purpose Ind AS Consolidated Financial Statements which describes the purpose and basis of preparation of the Special Purpose Ind AS Consolidated Financial Statements. These Special Purpose Ind AS Consolidated Financial Statements have been prepared by the Holding Company for the purpose of preparation of the Restated Financial Information to be included in the Draft Red Herring Prospectus (the “DRHP”), Red Herring Prospectus (“RHP”) and the Prospectus (collectively referred as, the “Offer Documents”) in connection with the proposed initial public offering of the Group as required by Section 26 of Part I of Chapter III of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (the "SEBIICDR Regulations"), the SEBI Communication dated 28 October 2021 to Association of Investment Bankers of India and the Guidance Note on Reports in Company Prospectuses (Revised 2019) (“the Guidance Note”) issued by the ICAI. As a result, these Special Purpose Ind AS Consolidated Financial Statements may not be suitable for any another purpose.
Our report is addressed to the Board of Directors of the Holding Company solely for the purpose as mentioned above. This should not be distributed to or used by any other parties. M S K A & Associates shall not be liable to the Company or to any other concernedfor any claims, liabilities or expenses relating to this. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of this matter”
Further, the audit reports issued by our Statutory Auditors on the audited financial statements for Fiscals 2025, 2024 and 2023 included the following observations, which did not require any adjustments in the Restated Financial Information:
For the financial year ended 31 March, 2025 “Clause (vii)(a) of CARO 2020 order
According to the information and explanations given to us and the records examined by us, in our opinion, undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income- tax, cess, and other statutory dues have generally been regularly deposited with the appropriate authorities during the year, though there has been a slight delay in a few cases. No undisputed amounts payable in respect of these statutory dues were outstanding as at March 31, 2025, for a period of more than six months from the date they became payable.
Clause (vii)(b) of CARO 2020 order
According to the information and explanations given to us and the records examined by us, dues relating to goods and services tax, provident fund which have not been deposited as on March 31, 2025, on account of any dispute, are as follows:
Amount (Amount in millions) |
Period to |
|||
Name of the statute |
Nature of dues |
which the amount relates |
Forum where dispute is pending |
|
Service Tax |
Difference in turnover as declared in ITR/ TDS return vis-avis ST3 return |
16.46 |
2014-15 |
Joint Commissioner, CGST & CX, Mumbai East |
Goods and Service Tax |
Excess ITC Availed |
9.04 |
2019-20 |
Deputy Commissioner of State Tax |
For the financial year ended March 31, 2024 “Clause (vii)(a) of CARO 2020 order
According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income-tax, Labour Welfare Fund, Equalisation levy, cess and other statutory dues have generally been regularly deposited with the appropriate authorities during the year, though there has been a slight delay in a few cases.
Clause (vii)(b) of CARO 2020 order
According to the information and explanation given to us and the records of the Company examined by us, details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024, on account of any dispute, are as follows:
Name of the statute |
Nature of dues |
Amount (Amount in millions) |
Period to which the amount relates |
Forum where dispute is pending |
Income tax |
TDS credit mismatch |
47.86 |
2016-2017 |
Deputy Commissioner of Income tax/Assessing officer |
Service Tax |
Difference in turnover as declared in ITR/ TDS return vis-avis ST3 return |
16.46 |
2014-2015 |
Joint Commissioner, CGST & CX, Mumbai East |
Goods & Service Tax |
Excess ITC availed |
9.04 |
2019-2020 |
Deputy Commissioner of State Tax |
For the financial year ended March 31, 2023 “Clause (ii)(b) of CARO 2020 order
The company has been sanctioned working capital limits in excess of INR 5 Crores (INR 50.00 million) in aggregate from Banks/Financial Institutions on the basis of security of current assets. Quarterly returns/statements are filed with such banks/ financial institutions which are not in agreement with the books of accounts.
Quarter Ended |
Financial Statements - As per Returns |
Amount as per books of accounts |
Amount as per quarterly return/statement |
Discrepancy (give details) |
(Amount in Millions) |
(Amount in Millions) |
|||
Mar-23 |
Trade Receivables and Unbilled Revenue |
591.23 |
431.42 |
Discrepancy is on account of entries for conversion from Indian GAAP to Ind AS, regroupings, provision for doubtful debts, which were not recorded at the time of filing of returns with banks. |
We voluntarily adopted Ind AS accounting in Fiscal 2023 and necessary Ind AS adjustments were identified and carried out subsequent to end of Fiscal year 2023. One of the material Ind AS adjustment was w.r.t. Revenue recognition which has in turn impact on “Trade Receivables and Unbilled Revenue”. |
||||
There were certain other regrouping and netting off entries and accounting closure adjustments including provision, which were finalized as part of our financial statement close process, which has resulted in a discrepancy between the audited financial statements balances and the balances as per the quarterly returns submitted to the banks/financial institutions. |
Clause (vii)(a) of CARO 2020 order
According to the information and explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including Goods and Services tax, provident fund, employees state insurance, income-tax, Labour Welfare Fund, Equalisation levy, cess and other statutory dues have generally been regularly deposited with the appropriate authorities during the year, though there has been a slight delay in a few cases.”
Significant developments subsequent to March 31, 2025
There are no significant developments that have occurred post March 31, 2025, that affect (a) the trading or profitability of our Company, (b) the value of our assets, or (c) our ability to pay our liabilities.
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