MT Educare Ltd Directors Report.

To,

The Members of MT Educare Limited

Your Directors take pleasure in presenting the Fifteenth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2021. This report states compliance as per the requirements of the Companies’ Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Audited Financial Statements for the Financial Year 2020-2021, your Directors confi rm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2021 and the Statement of Profi t & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of a3 airs of the Company as at March 31, 2021, and of the profi t of the Company for the year ended on that date.

c) Proper and su3 cient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating e3 ectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating e3 ectively.

FINANCIAL PERFORMANCE

The Financial performance of your Company for the year ended March 31, 2021 is summarized below:

Particulars

Standalone – Year ended

Consolidated – Year ended

March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from Operations 4,852.70 14,668.23 7,517.81 20,516.47
Other Income 2,708.70 2,133.69 3,789.96 2,626.19
Total Income 7,561.40 16,801.92 11,307.77 23,142.66
Total Expenses 6,233.25 12,682.96 8,800.55 17,219.38
Operating Profi t/Loss 1,328.15 4,118.96 2,507.22 5,923.28
Less: Finance Cost 1,204.76 1,981.50 1,663.12 2,403.24
Less: Depreciation 2,162.30 3,722.49 2,633.74 4,287.99
Profi t/ (Loss) before Tax (2,038.91) (4,699.68) (1,789.64) (3,882.61)
Tax expense (965.15) (530.32) (1,233.21) (710.78)
Profi t/Loss after Tax (3,004.06) (5,230.00) (3,022.86) (4,593.38)
Less : Appropriations 0.00 0.00 0.00 0.00
Transferred to Debenture Redemption Reserve 0.00 0.00 0.00 0.00
Interim Equity Dividend 0.00 0.00 0.00 0.00
Tax on Interim Equity Dividend 0.00 0.00 0.00 0.00
Balance carried To Balance Sheet (3,004.06) (5,230.00) (3,022.85) (4,593.38)
Other comprehensive income carried to balance sheet 27.60 (46.74) 32.55 (35.89)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which a3 ect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working e3 ectively during financial year 2020-21.

DIVIDEND

In order to conserve the resources for future growth of the Company, your Directors do not recommend dividend for the year under review.

BUSINESS OVERVIEW

The nationwide lockdown due to spread of COVID-19 and other signifi cant restrictions imposed on the movement had an impact on the education sector as well, as all of the Company coaching centres continued to remain shut for major part of the year ended March 31, 2021. However, during this period, the Company continued to provide coaching for the ongoing courses "on line" and thus transitioned the same from physical coaching model to an "on-line" model. The Company has also taken strategic initiatives to introduce "on line" courses alongside physical classroom courses going forward and thus has taken e3 orts to keep the disruption in the business to the minimum.

In preparation of these financial statements, the Company has taken into account internal and external sources of information to assess possible impacts of the pandemic, including but not limited to the assessment of liquidity and going concern, recoverable values of its financial and non-financial assets, and the impact on revenues. Based on current indicators of future economic conditions, the Company expects to fully recover the carrying amount of its assets. Basis the Companies projected cash fl ows for the next one year, management has concluded that the Company will have su3 cient liquidity to continue its operations, although it expects possible delays with respect to collections from its government customers. Accordingly, necessary provisions have been made under the Expected Credit Loss model adopted by the Company.

The extent of the impact on the Company’s operations remains uncertain and may di3 er from that estimated as at the date of approval of these financial results and will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration of COVID-19 and among other things, the impact of governmental actions imposed in response to the pandemic. The Company is monitoring the rapidly evolving situation and its potential impacts on the Company’s financial position, results of operations, liquidity, and cash fl ows.

However the Management is still working with the objective of GREAT – Global Reach in Education and Training, and your company is committed to take Education to every home across India. ‘Teachers + technology = Toppers’ has been our ethos. Digital content for learning, teaching and assessments along with innovative pedagogy has been the hallmark of our exceptional academic laurels year after year.The Company achieved signifi cant success in moving to digital delivery of itsLectures, courses and related services for its students.

We further would like to highlight that your company is truly a national player with multi-city presence and a diverse product portfolio, standing a class apart due to technology enabled business processes, digital content delivery and 24 x 7 online support for the courses o3 ered.

Company has registered Standalone Revenue of Rs. 4,852.70 Lakhs in FY21 compared to Rs. 14,668.23 Lakhs in FY20. Operating EBITDA stood at Rs. 1,328.15 Lakhs in FY21, compared to Rs. 4,118.96 Lakhs in FY20. PBT stood at Rs. (2,038.91)Lakhs in FY21, compared to Rs. (4,699.68) Lakhs in FY20. PAT stood at Rs. (3,004.06) Lakhs in FY21, compared to Rs. (5,230.00) Lakhs in FY20.

Company has registered Consolidated Revenue of Rs. 7,517.81 Lakhs in FY21, compared to Rs. 20,516.47 Lakhs in FY20. Operating EBITDA stood at Rs. 1,328.15 Lakhs in FY21, compared to Rs. 5,923.28 Lakhs in FY20. PBT stood at Rs. (1,789.64) Lakhsin FY21, compared to Rs. (3,882.61) Lakhs in FY20.PAT stood at Rs. (3,022.85)Lakhs in FY21, compared toRs. (4,593.38) Lakhs in FY20.

SHARE CAPITAL

During the year under review, there have been no increase in the Share Capital of the Company and current paid up share capital of the Company is Rs. 72,22,80,540 comprising of 7,22,28,054 equity shares of Rs. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employee Stock Options Scheme "ESOP 2016" and "MT EDUCARE LTD ESOP 2018" in accordance with the Securities and Exchange Board of India (Share Based Employee Benefi ts) Regulations, 2014. In accordance with ESOP 2016, Out of 8,00,000 options 7,38, 450 options were granted on December 18, 2017. During the current financial year no options were vested.

The applicable disclosures as stipulated under the said Regulations as at March 31, 2021 are provided in note no. 41 of (Standalone) financial statement.

SUBSIDIARY COMPANY

As at March 31, 2021, your company had seven subsidiaries, namely, MT Education Services Pvt. Ltd., Lakshya Forrum For

Competitions Pvt. Ltd. (formerly known as Lakshya Educare Pvt Ltd), Chitale’s Personalised Learning Pvt. Ltd., Sri Gayatri Educational Services Pvt. Ltd., Robomate Edutech Pvt. Ltd., Letspaper Technologies Pvt. Ltd and Labh Ventures India Pvt Ltd. The Company does not have any associate or joint venture companies.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries is annexed to this report.

In accordance with Indian Accounting Standard AS - 110 Consolidated Financial Statements read with Indian Accounting Standard AS - 28 Accounting for Investments in Associates, and Indian Accounting Standard - 111 Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report as per Ind As format.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.mteducare.com. These documents will also be available for inspection during business hours at the Registered O3 ce of the Company.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certifi cate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. All Board members and senior management personnel have a3 rmed compliance with the Code of Conduct for the year 2020-21. A declaration to this e3 ect signed by the Whole Time Directorof the company is contained in this Annual Report. The Whole Time Director and Chief Financial O3 cer have certifi ed to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations and the said certifi cate is contained in this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had fi xed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualifi cation / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features where of is annexed to this report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company’s corporate website www.mteducare. com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company’s corporate website www. mteducare.com.

CORPORATE SOCIAL RESPONSIBILITY

As on April 01, 2020 the Corporate Social Responsibility Committee comprised of Dr. Manish Agarwal, Independent Director as Chairman, Mr. Roshan Lal Kamboj, Independent Director, Mr. DattatrayaKelkar, Independent Director, and Ms.Nanette D’sa, Independent Director as members of the Committee. Subsequently on w.e.f November25th, 2020 the Corporate Social Responsibility Committee was reconstituted by induction of Mr. Surender Singh, Non-Executive Director as Member, and Mr. Dattatraya Kelkar, Independent Director, as Chairman of the Committee. FurtherDr. Manish Agarwal, Non-Executive Director ceased to be the Chairman of the Corporate Social Responsibility Committee w.e.f the closing hours of November 19th, 2020

As at March 31, 2021, in compliance with requirements of Section 135 read with Schedule VII of the Companies Act, 2013, the Corporate Social Responsibility Committee comprises of Dr. Dattatraya Kelkar, Independent Director as Chairman, Mr. Roshanlal Kamboj, Independent Director, Ms. Nanette D’sa, Independent Director and Mr. Surender Singh, Non-Executive Director as members of the Committee.

During the year under review, Corporate Social Responsibility Committee met One (1) time on February 02nd, 2021.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

As part of its initiative under the Corporate Social Responsibility (‘CSR’), our aim is to help students to pursue a dignifi ed life. We not only mentor and coach students according to the syllabus to attain 100% results, but also encourage and guide them towards quality education. We focus on Maths, Science and English although other subjects are also taken up as per the school requirements. We give monthly tests for assessment of what has been taught. Motivation and counselling lectures are conducted with regular doubt solving sessions to help the students improve their scores. Parent and teacher meeting is held to keep the parents in loop with the students’ progress and help them support their child for better academic performance. Special batches for weak students are held separately for remedial lectures. Weak students are also helped with special lectures through Robomate+ App. Question Bank of every chapter of all subjects is given to students so that they can practice and improve their grades.

The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 3 forming part of this Report. Apart from the CSR Activities under the Companies Act, 2013 the Company continues to voluntarily support the following social initiatives / NGO’s like (a) Aasara, (b) AmchaGhar, (c) Justice Chainani Old Age Home etc. to name a few.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors at the meeting held on April 15th, 2020, had approved the appointment of Mr. Arun Kumar Khetan, as anCEO of the Company and further on April 23rd, 2020 re-designated as Executive Whole Time Director Cum CEO of the Company. Further, Mr. Mahesh Shetty and Mr. Deb Shankar Mukhopadhyay resigned from Board of the Company w.e.f the closing hours of April 10, 2020 and April 23, 2020 respectively.

Mr. Surender Singh was inducted as Non-Executive Directoron the Board of the Company w.e.f July24, 2020. Further, Mr. Sunil Jain had been appointed as Chief Financial O3 cer of the Company w.e.f August 28th, 2020 and further resigned w.e.f 25th November, 2020. FurtherMr. Sujeet Choudhary was appointed as a Chief Financial O3 cer of the Company w.e.f 25thNovember, 2020.

Mr. Manish Agarwal had resigned from the post of Non-Executive Independent Director w.e.f November19, 2020. Further Mr. Vipin Choudhary was appointed as Non-Executive Non-Independent Director and Mr. Karunn Kandoi was appointed as Non-Executive Independent Director of the Company w.e.f February 02, 2021 and March 01, 2021 respectively.Further Mr. Arun Kumar Khetan had resigned from the post of CEO & Whole Time Director of the Company w.e.f 18th March, 2021.

Your Board currently comprises of 6 Directors including 6 (Six) Non-Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually confi rming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2020-2021, your Board met 9 (Nine) times details of which are available in Corporate Governance Report annexed to this report.

Changes in the Key Managerial Personnel (KMP) during the year:

Name of the KMP Appointment / Resignation / No change With e ect from
Mr. Mahesh Shetty Resignation April 10th, 2020
Mr. Debshankar Mukhopadhyay Resignation April 23rd, 2020
Mr. Arun Kumar Khetan Appointed as CEO & WTD April 15th, 2020 & April 23rd, 2020 respectively.
(Resigned w.e.f March 18th, 2021)
Mr. Sunil Jain Appointed as Chief Financial O3 cer August 28th, 2020
(Resigned w.e.f November 25th, 2020)
Mr. Sujeet Chaudhary Appointed as Chief Financial O3 cer November 25th, 2020
Mr. Ravindra Mishra No Change November 15, 2019

The information as required to be disclosed under the Listing Regulations in case of re-appointment of the director is provided in Report on Corporate Governance annexed to this report and in the notice of the ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, e3 ectiveness of board processes, e3 ectiveness of fl ow of information, contributions from each Directors, etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.mteducare.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

AUDITORS

The Statutory Auditors M/s. M/s. MGB & Co. LLP, Chartered Accountants, having (Firm Registration No. 101169W/W-100035)was appointed at the fourteenth Annual General Meeting (‘AGM’) of the Company held on December24th, 2020. Accordingly, M/s. MGB & Co. LLP, Chartered Accountants shall hold o3 ce from the conclusion of fourteenth Annual General Meeting (‘AGM’)for a term of consecutive fi ve years till conclusion of Nineteenth Annual General Meeting (‘AGM’). Your Company has received confi rmation from the Auditors to the e3 ect that their appointment is within the limits specifi ed under the Companies Act, 2013 and the fi rm satisfi es the criteria specifi ed in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014. In accordance with Section 139 of the Companies Amendment Act, 2017, notifi ed w.e.f May 7, 2018, by the Ministry of Corporate A3 airs, the appointment of Statutory Auditors is not required to be ratifi ed at every Annual General Meeting. Hence, M/s. MGB & Co. LLP shall continue as Statutory Auditors for the remaining period of the term until the conclusion of Nineteenth Annual General Meeting of the Company.

The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments, some of the Qualifi cations shared by Auditor is as under (Standalone as well as Consolidated):

Standalone:

1) The Company have recognized net deferred tax assets of Rs. 6,816.81 lakhs based on the estimate that su cient taxable profi ts would be available in future years against which deferred tax asset can be utilized. In our opinion, due to uncertainties arising out of the outbreak of COVID -19 and the existence of unutilized tax losses available, it is uncertain that the Company would achieve su cient taxable profi ts in future against which deferred tax asset can be utilized. Accordingly, we are unable to obtain su cient appropriate audit evidence to corroborate the Management’s assessment of recognition of deferred tax assets as at 31 March 2021. Had the deferred tax asset not been recognized, the net loss for the year ended 31 March 2021 would have been higher by Rs. 6,816.81 lakhs.

Reply: The management is confi dent about generating su3 cient profi tability over the next 5 years and management is of the view that the Company will generate su3 cient taxable profi ts to utilise the DTA.

2) The Company did not obtain/ receive balance confi rmation from the most of the customers /creditors and other parties including certain advances other than related parties for the balances as on 31 March, 2021 due to Covid-19 disruption. Hence, we could not obtain external confi rmations as required in SA-505, Standards on Auditing and are unable to comment on adjustments or disclosures, if any, that may arise.

Reply: The Company had sent necessary request for balance confi rmations to most vendors/Parties (Except Government Department/Ministries). The company could not get the necessary balance confi rmations due to disruptions caused by Covid-19.The company is confi dent about the confi rmations & reconciliations of the balances with the third Parties.

3) The Company has loans, trade receivables and other receivables of Rs 5,202.72 lakhs (net of provisions) outstanding as at 31 March 2021 from other parties having operations in the education sector, which are overdue. The management is of the opinion that COVID-19 pandemic and the subsequent lockdowns have disrupted the operations of parties in education sector and such outstandings have arisen primarily due to lockdowns and therefore management considers the same as good and recoverable. Accordingly, owing to the aforementioned overdues, we are unable to comment upon adjustments, if any, that may be required to the carrying value of the outstanding receivables and further provisions, if any, required and the consequential impact on the accompanying standalone annual financial results.

Reply: Covid-19 Pandemic & ensuing lockdowns imposed by central/state governments impacted the operations of third parties, however the management is confi dent that simultaneously with recovery from Covid 19, the balances shall be adequately recovered.

Consolidated:

1) The Company and certain subsidiaries have recognized net deferred tax assets of Rs. 7,210.70 lakhs based on the estimate that su cient taxable profi ts would be available in future years against which deferred tax asset can be utilized. In our opinion, due to uncertainties arising out of the outbreak of COVID -19 and the existence of unutilized tax losses available, it is uncertain that the Company and certain subsidiaries would achieve su cient taxable profi ts in future against which deferred tax asset can be utilized. Accordingly, we are unable to obtain su cient appropriate audit evidence to corroborate the Management’s assessment of recognition of deferred tax assets as at

31 March 2021. Had the deferred tax asset not been recognized, the net loss for the year ended 31 March 2021 would have been higher by Rs. 7,210.70 lakhs.

Reply: Management is confi dent about generating su3 cient profi tability over the next 5 years and management is of the view that the Group will generate su3 cient taxable profi ts to utilize the DTA

2) The Group did not obtain/ receive balance confi rmation from the most of the customers /creditors and other parties including certain advances other than related parties for the balances as on 31 March, 2021 due to Covid-19 disruption. Hence, we could not obtain external confi rmations as required in SA- 505, Standards on Auditing and are unable to comment on adjustments or disclosures, if any, that may arise.

Reply: The Group had sent necessary request for balance confi rmations to most vendors/Parties (Except Government Department/Ministries). The Group could not get the necessary balance confi rmations due to disruption caused by Covid-19. The Group is confi dent about the confi rmations & reconciliations of the balances with the third Parties.

3) The Group has loans, trade receivables and other receivables of Rs 11,114.92 lakhs (net of provisions) outstanding as at 31 March 2021 from other parties having operations in the education sector, which are overdue. The management is of the opinion that COVID-19 pandemic and the subsequent lockdowns have disrupted the operations of parties in education sector and such outstandings have arisen primarily due to lockdowns and therefore management considers the same as good and recoverable. Accordingly, owing to the aforementioned overdues, we are unable to comment upon adjustments, if any, that may be required to the carrying value of the outstanding receivables and further provisions, if any, required and the consequential impact on the accompanying consolidated annual financial results.

Reply: Covid-19 Pandemic & ensuing lockdowns imposed by central/state governments impacted the operations of third parties, however the management is confi dent that simultaneously with recovery from Covid 19, the balances shall be adequately recovered.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, amended rules, 2014, the cost audit records maintained by the Company in respect of its education services, other than such similar services falling under philanthropy or as part of social spend which do not form part of any business is required to be Audited.

Your Directors had, on the recommendation of the Audit Committee and on ratifi cation of its Members appointed M/s Joshi Apte & Associates, Cost Accountants (Firm Registration No 00240) for conduct of audit of the cost records of the Company for the financial year 2021-22.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by M/s. Shravan A. Gupta & Associates, Company Secretaries, Mumbai in compliance with Section 204 of the Companies Act, 2013. The Company had already taken such steps to ensure the Compliance with related regulations and accordingly informed the Exchanges from time to time. The observations and comments given by the Secretarial Auditor in their report are self explanatory and hence do not call for any further comments under section 134 of the act.

The reports of Statutory Auditor, Secretarial Auditor forms part of this Annual report. During the year the Statutory Auditors had not reported any matter under Section 143 (12) of the Act.

DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 5, 6, 11, 12 and 17 to the Standalone Financial Statements.

ii. Transactions with Related Parties:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report.

iii. Risk Management:

The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

iv. Internal Financial Controls:

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and e3 cient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. As regards the qualifi ed opinion of Auditors on Internal Financial Control, it is stated that the Company is taking constant steps to strengthen its process.

v. Prospects:

Prolonged lockdown of all business operations worldwide due to Covid-19 and its aftermath in the form of liquidity crunch, have impacted the economy severely, both domestically and internationally. The working of the Company for the fi scal year 2021-22is still unpredictable. However, during this period, the Company continued to provide coaching for the ongoing courses "on line" and thus transitioned the same from physical coaching model to an "on-line" model. The Company has also taken strategic initiatives to introduce "on line" courses alongside physical classroom courses going forward and thus has taken e3 orts to keep the disruption in the business to the minimum.

vi. Deposits:

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

vii. Extract of Annual Return:

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report as Annexure -A.

viii. Sexual Harassment:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review no complaints on sexual harassment was received.

ix. Regulatory Orders:

No signifi cant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

x. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with di3 erential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

xi. Disclosure requirement:

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certifi cate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating e3 ectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

Technology absorption

During the year, the Company has not absorbed or imported any technology.

Foreign exchange earnings and outgoings

During the year, there were no foreign Exchange earnings and outgoings during the year under review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Companies (Amendment and remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2021. The particulars of employees in compliance of provisions of Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. The above referred Annexure is also available for inspection by members at the Registered O3 ce of the Company, for a period of 21 days before the ensuing 15th Annual General Meeting and up to the date of the AGM between 11.00 a.m to 1.00 p.m. on all working days (except Saturday and Public Holidays).

None of the employee listed on the said Annexure is a relative of any Director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

ACKNOWLEDGMENTS

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also express their appreciation to all the visiting faculty, lecturers, and employees of MT Educare FAMILY for their hard work, commitment, dedicated services and collective contribution.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis describing the company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may di3 er materially from those either expressed or implied. Important factors that could a3 ect the company’s operations include signifi cant political and / or economic environment in India, tax laws, litigations, interest and other costs.

For and on behalf of the Board
Parag Ola Surender Singh
Whole-Time Director Non-Executive Director
DIN:08133069 DIN: 08206770
Place: Mumbai
Date: 10/08/2021