MT Educare Ltd Directors Report

To,

The Members of

MT Educare Limited

Your Directors take pleasure in presenting the Nineteenth Annual Report of the Company together with Audited Financial Statements for the year ended March 31,2025.

Since the Company was admitted into the Corporate Insolvency Resolution Process (CIRP) pursuant to an application filed under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) by Connect Residuary Private Limited (CRPL), an Operational Creditor, with effect from December 16, 2022, the CIRP has been underway.

The constitution of the Committee of Creditors (CoC) was initially stayed by the Honble NCLAT, New Delhi, following an appeal filed by Mr. Vipin Choudhary, an erstwhile director of the Company. The said appeal was dismissed on August 18, 2023, enabling the continuation of the CIRP.

Subsequently, Mr. Ashwin B. Shah constituted the CoC on August 21, 2023, and served as the Deemed Resolution Professional until January 22, 2024, when the Honble NCLT, Mumbai Bench confirmed the appointment of Mr. Arihant Nenawati as the Resolution Professional (RP). Mr. Nenawati took charge and continued the CIRP proceedings.

In continuation of the process, Form G was published on January 8, 2024, inviting Expressions of Interest (EOIs). Out of the nine EOIs received, two Resolution Applicants ultimately submitted Resolution Plans. After completing the necessary evaluations, negotiations, and deliberations, the CoC approved the selected Resolution Plan through the required voting process.

The matter is now pending for hearing and final approval before the Honble NCLT, Mumbai Bench.

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2025 is summarized below:

( in lakhs)

Particulars	Standalone -	- Year ended	Consolidated	- Year ended
	March 31,2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	2,167.39	2,544.44	5,035.97	4,733.45
Other Income	378.52	339.72	527.07	403.45
Total Income	2,545.91	2,884.16	5,563.04	5,136.90
Total Expenses	2,858.14	3,008.35	5,162.89	5,516.71
Operating Profit/(Loss)	(312.23)	(124.19)	400.15	(379.81)
Less: Finance Cost	155.90	728.83	1,342.90	1,214.88
Less: Depreciation	381.00	680.02	883.16	1,036.50
Profit/(Loss) before exceptional items and tax	(849.12)	(1,533.04)	(1,825.91)	(2,631.19)
Exceptional items	2,378.63	-	(171.55)	-
Tax expense (Earlier Year)	(708.49)	-	1,101.92	134.07
Deferred Tax Charge	-	(58.42)	-	-
Profit/(Loss) after Tax for the year	821.02	(1,474.62)	(3,099.38)	(2,765.26)
Other comprehensive income/(loss)	(25.42)	23.49	(22.16)	24.43
Total Other Comprehensive Income / (Loss) for the year	795.60	(1,451.13)	(3,121.54)	(2,740.83)

DIVIDEND

In view of the net loss incurred by the Company during the financial year and the accumulated losses from previous years, the Board does not recommend any dividend for the financial year ended March 31, 2025.

TRANSFER TO RESERVES:

In view of the losses incurred during the financial year and the accumulated losses from prior years, the Company has not transferred any amount to reserves. The losses have been carried forward in the financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and based on the information and representations received from the operating management, the Board of Directors hereby confirms that, in relation to the audited financial statements for the financial year ended March 31,2025:

a) The financial statements comprising the Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss for the year then ended, have been prepared on a going concern basis, in accordance with the applicable accounting standards, with no material departures;

b) The accounting policies selected have been applied consistently and, wherever necessary, judgments and estimates have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31,2025, and of the loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Company has laid down adequate internal financial controls to be followed and such controls were operating effectively during the year; and

e) The Company has devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

PHYSICAL VERIFICATION OF FIXED ASSETS AND WRITE OFF

During the financial year 2022-23, physical verification of the Companys fixed assets was carried out under the supervision of the then Resolution Professional, Mr. Ashwin B. Shah. Discrepancies identified during the verification

were reconciled with the Fixed Assets Register, and the necessary adjustments were duly reflected in the audited financial statements for that year.

During the financial year 2024-25, no physical verification of fixed assets was conducted.

BUSINESS OVERVIEW

The financial year 2024-25 remained a challenging period for MT Educare Ltd., shaped by operational constraints, limited resources, and the continuing impact of regulatory proceedings under the Corporate Insolvency Resolution Process (CIRP). Despite the absence of a significant turnaround in business performance, the Company remained committed to sustaining its core operations, improving academic outcomes, and safeguarding stakeholder interests during this critical phase.

Academic Outcomes:

In the face of adversity, the Company placed a strong emphasis on maintaining academic quality. With focused efforts from the academic team and robust internal processes, we were able to deliver positive academic outcomes across our key centers, reaffirming our core strength in delivering quality education.

Digital Content Development:

Digital Content Development emerged as a new and promising business division during the year. The Company undertook content development projects both for internal group requirements and external clients, marking its entry into a scalable and high-potential segment. Despite being in its initial year, the division delivered a strong performance, establishing a solid foundation for future growth. This vertical is expected to become a key revenue driver in the coming years, offering strategic diversification and supporting the Companys long-term vision.

Employee and Management Collaboration:

The resilience demonstrated by our employees and management was instrumental during the year. The mutual support and collaborative spirit among the team helped in driving academic success and sustaining day-today operations despite the constrained environment.

Operational Rationalisation:

To reduce the financial burden, the Company strategically shut down loss-making locations. This decisive action contributed to a leaner operational model and helped minimize ongoing losses.

Cost Optimization Initiatives:

In addition, significant efforts were made to reduce fixed costs. The Company successfully renegotiated rental terms at several premises, easing cash flow pressures and improving cost efficiency.

Laying the Foundation for Academic Excellence:

Despite the challenges, initiatives undertaken during the year were aligned with the goal of strengthening academic excellence for the upcoming academic year. These included refining content, improving pedagogy, and better allocation of resources, all of which are expected to yield improved outcomes and optimized costs going forward.

Vendor Support:

The continued support from our vendors, even in the face of financial uncertainty, reflected their trust in the long-term potential of the Company. Their cooperation was crucial in ensuring uninterrupted delivery of services, which in turn contributed to academic stability.

The Company acknowledges that its current position remains challenging and that a meaningful turnaround will require time. The recovery process continues to be slow and is largely contingent upon the outcome of the ongoing CIRP proceedings and any resolution strategies that may emerge through the Honble NCLT. However, the resilience demonstrated by the team, the enduring trust of the parent and student community, and the strong academic foundation of MT Educare continue to serve as pillars of stability and hope. These strengths will be crucial as the Company navigates the path to revival and longterm sustainability.

FINANCIAL PERFORMANCE:

The financial year 2024-25 remained challenging for Company, reflecting continued pressure on operational performance and overall revenue growth, primarily due to lower student rollover enrolments across both standalone and consolidated operations.

Standalone Performance

The Company reported a total standalone revenue of 2,546 lakhs in FY 2024-25, compared to 2,884 lakhs in

FY 2023-24. This decrease was primarily attributable to a reduction in student rollover enrolments.

Finance costs decreased by 573 lakhs in FY25, compared to the previous year, primarily due to a reduction in interest on lease liabilities in accordance with Ind AS 116.

The Operating EBITDA for FY25 stood at (312.23) lakhs as compared to (124.19) lakhs in FY24. The decline was primarily on account of lower revenue and the Company is undertaking corrective measures to improve operational efficiency going forward.

The Profit Before Tax (PBT) for the year was 1,529.51 lakhs, compared to (1,533.04) lakhs in the previous year, and the Profit After Tax (PAT) stood at 795.60 lakhs in

FY25, compared to (1,451.13) lakhs in FY24.

Consolidated Performance

On a consolidated basis, the Company recorded total revenue of 5,563 lakhs in FY 2024-25, as against 5,137 lakhs in FY 2023-24, This growth was primarily driven by higher income from content creation in one of the subsidiary companies.

Finance costs rose significantly to 1,343 lakhs in FY25,

compared to 1,215 lakhs in FY24, reflecting an increase primarily due to higher interest expenses incurred by a subsidiary company.

Accordingly, Operating EBITDA stood at 400.16 lakhs, marking a significant turnaround from (379.81) lakhs in FY24, This improvement reflects enhanced operational efficiency and better cost management initiatives undertaken during the year

The Profit Before Tax (PBT) was reported at (1,997.46) lakhs in FY25, compared to (2,631.19) lakhs in the previous year, while the Profit After Tax (PAT) stood at (3,099.38) lakhs, compared to (2,765.26) lakhs in FY24.

CAPITAL STRUCTURE

During the year under review, there was no change in the share capital of the Company. Accordingly, as on March 31, 2025, the equity capital structure of the Company is as follows:

* Authorised Share Capital:

80,00,00,000/- (Rupees Eighty Crores only) divided into 8,00,00,000 (Eight Crores) Equity Shares of 10/- (Rupees Ten) each.

* Paid-up Equity Share Capital:

72,22,80,540/- (Rupees Seventy-Two Crores Twenty-Two Lakhs Eighty Thousand Five Hundred Forty only) divided into 7,22,28,054 (Seven Crores Twenty-Two Lakhs Twenty- Eight Thousand Fifty-Four) Equity Shares of 10/- (Rupees Ten) each.

MATERIAL CHANGES POST CLOSURE OF FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year under review and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year 2022-23, the Corporate Insolvency Resolution Process (CIRP) initiated by Connect Residuary Private Limited (CRPL), an Operational Creditor of the Company, against MT Educare Limited continued during the year under review.

On August 18, 2023, the Honble NCLAT, New Delhi, dismissed the appeal filed by one of the Companys erstwhile Directors, Mr. Vipin Choudhary, thereby allowing the CIRP to proceed. Pursuant to this, Mr. Ashwin B. Shah constituted the Committee of Creditors (CoC) with effect from August 21, 2023, and continued to oversee the CIRP.

Subsequently, on January 22, 2024, the Honble NCLT, Mumbai Bench, confirmed the appointment of Mr. Arihant Nenawati as the Resolution Professional (RP). Following the confirmation, Mr. Nenawati formally took charge of the Company and has since been overseeing its operations and the CIRP proceedings.

During the year under review, the Honble NCLT, Mumbai Bench, also dismissed the claim filed by SVC Co-operative Bank Limited against MT Educare Limited in the CIRP proceedings. The Bank has filed an appeal against this order, which is currently pending adjudication before the Honble NCLAT, New Delhi.

EMPLOYEES STOCK OPTION SCHEME

The Company has implemented two Employee Stock Option Schemes, namely "ESOP 2016" and "MT Educare Ltd. ESOP 2018", in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Under ESOP 2016, a total of 8,00,000 options were approved for grant. Out of these, 7,38,450 options were granted to eligible employees. As on December 18, 2018, a total of 4,43,070 options had been exercised by the respective employees. The balance unexercised options have lapsed.

During the financial year under review no options were granted and no options are outstanding for exercise by the employees of the Company.

SUBSIDIARY COMPANY

As on March 31, 2025, your Company continued to be the Holding Company of the following seven subsidiaries:

1. MT Education Services Private Limited

2. Lakshya Forrum for Competitions Private Limited

3. Chitales Personalised Learning Private Limited

4. Sri Gayatri Educational Services Private Limited

5. Robomate Edutech Private Limited

6. Letspaper Technologies Private Limited

7. Labh Ventures India Private Limited

The Company does not have any associate companies or joint ventures.

During the year under review, the Company has recognized impairment of its entire investments in the following subsidiaries:

• MT Education Services Private Limited

• Chitales Personalised Learning Private Limited

• Sri Gayatri Educational Services Private Limited

• Robomate Edutech Private Limited

• Letspaper Technologies Private Limited

• Labh Ventures India Private Limited

In compliance with the provisions of Section 129 and Section 134 of the Companies Act, 2013, read with the applicable rules thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with Indian Accounting Standards (Ind AS) and form an integral part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries in the prescribed format Form AOC-1 is also appended to the Annual Report.

Further, in accordance with the provisions of Section 136 of the Companies Act, 2013 and SEBI Listing Regulations, the standalone and consolidated audited financial statements of the Company, including the audited financial statements of its subsidiaries, are available on the Companys website at www.mteducare.com and shall also be made available for inspection at the Registered Office of the Company during business hours.

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the details of performance of subsidiaries and joint ventures of the Company are as under:

Performance of Material Subsidiaries

Lakshya Forrum for Competitions Private Limited

(Lakshya)

Lakshya continued to be a material subsidiary during the year under review.

• Revenue from operations for FY 2024-25 stood at 2,915.92 lakhs, as compared to 2,244.63 lakhs in the previous financial year.

• The Company recorded a loss of 160.69 lakhs for FY 2024-25, as compared to a loss of 964.90 lakhs in the previous year, indicating a significant reduction in losses.

Labh Ventures India Private Limited (Labh)

Labh also continued to be a material subsidiary during the year under review.

• Revenue from operations for FY 2024-25 stood at Nil, as compared to 804.30 lakhs in the previous financial year.

• The Company reported a loss of 3,385.40 lakhs in FY 2024-25, as compared to a loss of 206.64 lakhs in the previous year. The performance was adversely impacted due to the derecognition of Right-of-Use (ROU) assets related to rental income during the year under review.

Performance of Other Subsidiaries

The remaining subsidiaries did not generate any operational revenue during the year under review.

CORPORATE GOVERNANCE & POLICIES

The objective of the Companys Corporate Social Responsibility (CSR) initiatives is to enhance the quality of life of communities by fostering long-term value creation for all stakeholders. The Companys CSR Policy outlines the guiding principles for planning and implementing its CSR activities.

The salient features of the CSR Policy are provided in the Annual Report on CSR activities, which is annexed to this Report. The complete CSR Policy is available on the Companys website at:

? https://www.mteducare.com/corporate-governance

1Your Company continues to comply with the Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In terms of Schedule V of the Listing Regulations, a detailed Corporate Governance Report along with a Compliance Certificate issued by the Statutory Auditors of the Company is annexed and forms an integral part of this Annual Report.

All members of the Board of Directors and the senior management personnel, as on March 31, 2025, have affirmed compliance with the Code of Conduct of the Company for the financial year 2024-25. A declaration to this effect, signed by the erstwhile Non-Executive Director, is also included in this Annual Report.

Additionally, the erstwhile Non-Executive Director has

submitted a certificate to the Board with respect to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations. This certificate is also annexed to the Annual Report.

The Management Discussion and Analysis Report, as

mandated under the Listing Regulations, is presented in a separate section and forms part of this Annual Report.

In accordance with the requirements of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has established objective criteria for the nomination of Directors. These criteria include, among others, the desired size and composition of the Board, age and experience, domain expertise, and independence of the individual.

Your Company has also adopted a Remuneration Policy, the salient features of which are annexed to this report.

To ensure sound governance and regulatory compliance, your Board has adopted and implemented several key policies and codes, including:

• Code of Conduct for Directors and Senior Management

• Material Subsidiary Policy

• Insider Trading Code

• Document Preservation Policy

• Policy for Determination and Disclosure of Material Events

• Policy on Fair Disclosure of Unpublished Price Sensitive Information

• Whistle Blower and Vigil Mechanism Policy

• Related Party Transactions Policy

• Succession Planning Policy

• Risk Management Policy

• Remuneration Policy

All of the above policies are available on the Companys corporate website: www.mteducare.com.

Additionally, details of the Directors Familiarisation Programme and the Terms and Conditions for Appointment of Independent Directors are also available on the Companys website.

CORPORATE SOCIAL RESPONSIBILITY

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company at https://mteducare.com/mt-educare- admin/public/storage//1670327107corp.pdf.

As on April 01, 2024 the Corporate Social Responsibility Committee comprised of Dr. Dattatraya Kelkar, Independent Director as Chairman, Mr. Roshanlal Kamboj, Independent Director, Ms. Nanette Dsa, Independent Director and Mr. Surender Singh, Non-Executive Director as members of the Committee.

As at March 31,2025, there was no change in the constitution of the Corporate Social Responsibility Committee, Accordingly, 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. Roshan Lal Kamboj, Independent Director, Ms. Nanette Dsa, Independent Director and Mr. Surender Singh, NonExecutive Director as members of the Committee.

During the year under review, Corporate Social Responsibility Committee met at the Meeting of RP named Corporate Social Responsibility committee meeting which has been conducted on February 13^th, 2025 to review the CSR Applicability and to review various CSR projects, expenditure on the same (if any) during the year as well as quarter ended 31^st December, 2024 wherein the Directors were also present.

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 not only to help students to pursue a dignified life but also to think about the social and economic development of the communities in which we operate. Our approach to CSR is built on creating sustainable programs that actively contribute and support the social and economic development of the communities in which we operate. CSR for MT Educare Limited is beyond its own immediate business interests to make positive difference. At MT Educare Limited we are:

1) Committed to promoting the principle of inclusive growth and equitable development.

2) Committed to carry out our business activities respecting the cultures and practices of each region we operate in and proactively engage in activities that contribute to society as a good corporate citizen.

3) Committed to invest in our community development by empowering women and children (especially girl child) by providing respective skills and education.

4) Committed to engage and work actively in areas of promoting education and providing healthcare.

The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 2 forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Honble NCLT vide order dated December 16, 2022 had initiated the CIRP Proceedings against the Company and pursuant to Section 9 of the IBC, the powers of the Board of Directors of the Company stood suspended, and such powers are vested with the Interim Resolution Professional, Mr. Ashwin B. Shah later with Mr. Arihant Nenawati, Resolution Professional duly confirmed by Honble NCLT, Mumbai Bench on 22^nd January, 2024. However, the details of Director and Key Managerial Personnel (KMP) and Changes therein during the year under review is as under:

The Vacancy for the position of Executive as well as Whole Time Director and Chief Financial Officer of the Company were still not fulfilled due to ongoing CIRP process during the year under review.

Mr. Surender Singh, Non-Executive Non Independent Director and Chairman, Mr. Vipin Choudhary, Non-Executive Non Independent Director, Mr. Roshan Lal Kamboj, NonExecutive Independent Director, Dr. Dattatraya Kelkar, NonExecutive Independent Director, Mrs. Nanette Dsa, NonExecutive Independent Director and Mr. Karunn Kandoi, Non-Executive Independent Director continued to be on the Board of the Company During the year under review.

There are currently 6 (Six) Directors, including Two NonExecutive Non-Independent, and Four Non-Executive Independent Directors to provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations wherever applicable. During FY 2024-2025, your Board met 4 (Four) times (Including RP Meeting) 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 effect from
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 (if any) 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.

The outcome of the CIRP may result in change in the Board of Directors of the Company followed by reconstitution of the statutory committees of the Board of Directors of the Company. In accordance with the provisions of the Companies Act, 2013 (Act).

BOARD EVALUATION

In view of the continued status of the Company under the Corporate Insolvency Resolution Process (CIRP) during the year under review, and with the powers of the Board of Directors remaining suspended while the management of the affairs of the Company rested with Mr. Arihant Nenawati, the Resolution Professional, the evaluation of the Board, its Committees, and individual Directors was not undertaken during the period.

BOARD COMMITTEES

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board had constituted various Committees, including the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee.

Details regarding the scope, constitution, terms of reference, and the number of meetings held during the year under review, along with the attendance of Committee Members, are provided in the Corporate Governance Report, which forms part of this Annual Report. The constitution of these Committees, in accordance with the applicable regulatory requirements, is also available on the Companys website at www. mteducare.com.

However, pursuant to the initiation of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board and its Committees were suspended, and such powers are currently vested with Mr. Arihant Nenawati, the Resolution Professional, in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

They have further confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management. Further, the Independent Directors have also submitted their declaration in compliance with the provision of Rule 6(3) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, which mandated the inclusion of an Independent Directors name in the data bank of the Indian Institute of Corporate Affairs (11CA) for a period of one year or five years or lifetime till they continue to hold the office of an independent director. All the Independent Directors (wherever applicable) had passed the Online Proficiency Self-Assessment Test conducted by IICA.

In the opinion of the Board, all the independent directors have integrity, expertise and experience.

AUDITORS

M/s. MGB & Co. LLP, Chartered Accountants, having (Firm Registration No. 101169W/W-100035), were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years, to hold office from the conclusion of the 14^th AGM held on December 24, 2020 until the conclusion of the ensuing AGM. M/s. MGB & Co. LLPs tenure of 5 (five) years as Statutory Auditors concludes at this ensuing AGM. The Company has received confirmation from the Statutory Auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Board of Directors of the Company on the recommendation of the Audit Committee has reappointed M/s. MGB & Co. LLP, Chartered Accountants, having (Firm Registration No. 101169W/W-100035), as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 24^th AGM of the Company to be held in the year 2030, subject to approval by the Members at the ensuing AGM. The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of M/s. MGB & Co. LLP, Chartered Accountants, having (Firm Registration No. 101169W/W-100035), as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

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 Qualifications/Disclaimer of Opinion shared by Auditor is as under (Standalone as well as Consolidated):

Standalone:

a) As described in Note 1 and Note 54 of the standalone financial statements, we have been informed that various claims by operational creditors/ financial creditors / employees / statutory authorities and other creditors including claims for guarantee obligation ("creditors") have been submitted to the RP. The overall obligations and liabilities, including interest and principal amounts of borrowings will be determined during the Corporate Insolvency Resolution Process ("CIRP"). As the outcome of the CIRP is still pending, no accounting impact has been recognised in the books of account in respect of any excess, shortfall, or nonreceipt of claims from the aforementioned creditors. In the absence of final determination and reconciliation of such claims, we are unable to comment on adjustments, if any, that may be required.

Reply: The CIR Process at its last stage and pending for decision of the adjudicating authority. Admitted claims were finalized in Mar-24 and shared with the PRAs and available on official site. Due to various contingencies in the claim with related to interest, penal provision in contract terms and timing of the claim may cause variation in amount recorded in the financial statements.

b) In the absence of comprehensive review of carrying amount of assets (including property, plant and equipment, investments, loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities and nonavailability of confirmations of substantial balances and pending completion of CIRP, we are unable to comment upon, whether any adjustments are required in the carrying amounts of such assets and liabilities and consequential impact, if any, on the profit for the quarter and year ended 31 March 2025. Further, non-determination of fair value of financial assets and liabilities and impairment of carrying amount of other assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments", Ind AS 36 "Impairment of Assets" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets".

Reply: The Company had made excess provision in the earlier years and adjustments of provision to various loans and advances, balances with government authorities, deposits, trade and other receivables. Further deposit with Government Authorities in respect of disputed matter is subject to outcome of dispute. The RP maintained the status -quo with respect to the earlier year provision and contingencies which are depended upon the final outcome of any dispute raised with the Government authorities.

c) The Company has recognised net deferred tax assets of 6,235.92 lakhs as at 31 March 2025, which includes deferred tax assets recognised on loans. The recognition of deferred tax assets on such loans is not in accordance with Ind AS 12 "Income Taxes". Further, the recognition of the remaining deferred tax assets is based on the assumption that sufficient taxable income will be available in future periods against which these deferred tax assets can be utilized. In view of the continued losses and the ongoing Corporate Insolvency Resolution Process (CIRP), we are unable to obtain sufficient appropriate audit evidence to support the assumptions underlying the recognition of these deferred tax assets as per Ind AS 12 "Income Taxes". Accordingly, we are unable to determine whether any adjustments are required to the carrying amount of these deferred tax assets as at 31 March 2025.

Reply: Pursuant to an application filed by Connect Residuary Private Limited before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process ("CIRP") of MT Educare Limited ("Corporate Debtor", "the Company") vide its order dated 16 December, 2022. The NCLT had appointed Mr. Ashwin B. Shah as the interim resolution professional for the Corporate Debtor vide its order dated 16 December, 2022. Interim Resolution Professional took charge of the affairs of the corporate debtor on 23^rd December, 2022. Further, this is to bring into your notice that the Honble NCLT Mumbai vide order dated January 22, 2024, order received to the Resolution Professional (RP) on January 31, 2024, (copy of the said NCLT order dated January 22, 2024 is enclosed herewith) replaced Mr. Ashwin Bhavanji Shah (IRP) with the undersigned Resolution Professional (RP), Mr. Arihant Nenawati, having IBBI Registration No. IBB/IPA-001/IP-P00456/2017-2018/10799. The RP of the view, that after approval of resolution plan by adjudicating authority, the successful PRA would revive the Corporate Debtor, thus the DTA assets would be carried at same level.

d) i) The Company has outstanding loans, trade receivables and other receivables ("receivables") of 7,769.97 lakhs (net of provisions) as at 31 March 2025, which are overdue / rescheduled. The management / RP envisages the same to be good and recoverable. However, in view of the long outstanding nature of these balances and in the absence of sufficient appropriate audit evidence, we are unable to assess whether any adjustments are necessary to the carrying amount of these receivables and the consequential impact, if any, on the standalone financial statements. The non-recognition of an impairment provision/ expected credit loss in respect of these receivables is not in compliance with Ind AS 109 - "Financial Instruments".

Reply: At this present juncture, the management considers the outstanding dues to be good and recoverable and under the supervision of the RP, management is pursuing all the parties for payments. As majority of the advances to different education trust which are facing post covid difficulties in their operation was the main cause of delay in payments.

ii) As referred in Note 12 of the standalone financial statements, the Company has not accounted for interest income of 1,987.35 lakhs for the year ended 31 March 2025 and 3,749.99 lakhs up to 31 March 2025, pending recoveries of long outstanding loans (included in d (i) above).

Reply: In view of any recoverability of the loan and advances until the certainly arrives we have not recognised any income on the same.

e) The Company has defaulted in repayment of principal and interest to banks, financial institutions and other lenders, resulting in the classification of the accounts as a Non-Performing Assets (NPA). Furthermore, the Company has not recognised interest expenses (excluding any additional or penal interest) on the aforesaid borrowings of 347.35 lakhs for the year ended 31 March 2025 and 1,547.11 lakhs up to 31 March 2025, based on the basic rate of interest as per the terms of the loans. This non-recognition of borrowing costs is not in compliance with Ind AS 23 - "Borrowing Costs" read with Ind AS 109 - "Financial Instruments".

Reply: During the CIRP period, claims from 683 creditors amounting to 2,29,19,13,487/- were received, out of which 659 claims amounting to 94,98,87,414/- were admitted. Further, claims of 75,55,53,011/- were not admitted for the reasons best communicated to the creditors. A detailed list of creditors is available on the official website of the Corporate Debtor. AS per the Code, initiation of the CIRP put a moratorium on any interest cost associated with the liability exist on CIRP commencement date.

f) We have not received bank statement/ confirmation of balance for the balance lying in current account with bank of 5.36 lakhs. In the absence of sufficient appropriate audit evidence, we are unable to determine possible impact, if any, on the profit for the quarter and year ended 31 March 2025 and on the carrying value of cash and cash equivalents.

Reply: There is no change from the previous year. These are old and non-operative bank accounts wherein there no transactions during the year and which will not have any material impact. The RP has sent an intimation letter to respective bank for closure of the account by transferring the balance to main CIRP account maintained by him.

g) We have been informed by the RP that certain information, including the minutes of the meetings of the Committee of Creditors (COC), and the outcome of certain specific/ routine procedures carried out as part of the IBC process are confidential in nature and cannot be shared with other than the COC and Honble NCLT. In the opinion of the RP, the matter is highly sensitive, confidential and may have adverse impact on the resolution process. Accordingly, we were not provided access to such information and are therefore unable to comment on the impact, if any, on the standalone financial statements, including recognition, measurement, and disclosures, that may have arisen, had such information been made available to us.

Reply: In line with IBC Code, which restrict the sharing on any confidential document except to intended recipient, we have shared limited information with the auditor which may have any impact on financials position of the Company.

h) The Companys investment in subsidiary companies of 1,297.71 lakhs as at 31 March 2025 has been considered as good and fully recoverable by the management / RP, despite the subsidiaries having accumulated losses, complete erosion of net worth, and facing liquidity constraints. In the absence of sufficient and appropriate audit evidence to support this assessment, we are unable to comment on whether any adjustments are required to the carrying value of these investments in accordance with Ind AS 36 - "Impairment of Assets", and the consequential impact, if any, on the standalone financial statements.

Reply: The SRA resolution plan under consideration for decision of adjudicating authority and SRA plan may value investment in various subsidiary and decision for any change in the status shall be taken by the successful resolution applicant. All subsidiary investment hold good to successful PRA and decision of any impact of provision is deferred till then.

i) The Company has accumulated losses, negative net worth (considering the impact of various paragraphs stated above), and its current liabilities exceed its current assets. Additionally, there has been a decline in operational activity and defaults in meeting its financial obligations. These events or conditions indicate a material uncertainty that may cast a significant doubt on the Companys ability to continue as a goingconcern. The Companys ability to continue as a going concern is dependent upon the outcome of the CIRP, including approval and implementation of the resolution plan. We have not obtained sufficient appropriate audit evidence to support the management/ RPs assessment that the Company will continue as a going concern.

Reply: The Corporate debtor continues to be under Corporate Insolvency Resolution Process (CIRP). The Company Operations are going on as going concern under the supervision of the Resolution Professional in line with the rule and regulation prescribed under the IBC Code 2016. Committee of Creditors are in the final stage of discussion with PRAs and expected to arrive at conclusion in near future. Accordingly, the audited standalone financial results are prepared on going concern basis. The appropriateness of the preparation of audited standalone financial results on going concern basis is critically dependent upon final Order to be pronounced by the Honble NCLT on the decision taken by the CoC. However, the ultimate outcome of which is at present not ascertainable and depended upon the the final decision of the CoC. During the year, under the supervision of the RP, management has taken various steps to keep the corporate debtor as going concern.

1. Various steps including notices to sundry debtors and others to recover the outstanding dues.

2. The Company were able to fund operational expenses without any external borrowings.

3. During the CIRP, except few delays, were able to adhere to statutory compliances.

4. Management has taken various steps to identify non-critical loss making centres. They have defined strategies like franchise model, consolidation of centres etc to reduce the cost related to loss making centres of the Company.

j) The Company has not carried out physical verification of property, plant and equipment. Accordingly, material discrepancies, if any, could not be ascertained and therefore, we are unable to comment on the existence of such property, plant and equipment and its related impact, if any, on the accompanying standalone financialstatements for the year ended 31 March 2025 including recognition, measurement and disclosures, that may arise had the Company carried out such physical verification.

Reply: Physical verification was done two years ago and any material impact on the value of the asset depends upon the outcome of CIRP proceeding which is pending for the decision of the adjudicating authority.

k) The Company has received various notices relating to direct and indirect tax matters. However, the management has not provided sufficient appropriate audit evidence, including a comprehensive assessment or reliable data, to enable us to evaluate the potential financial impact of these matters. Consequently, we are unable to quantify the possible effects, if any, of such matters on the standalone financial statements. In the absence of adequate information, we are unable to determine whether any adjustments are required in respect of provisions, contingent liabilities, or related disclosures, as required by Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets" and Ind AS 12 "Income Taxes".

Reply: In line with sec 14 of the Code, moratorium is effective on the Company and demand, legal suit or proceeding related to pre CIRP period are not tenable in Law, thus no impact has been taken in the financials of the Corporate Debtor.

Consolidated:

a) As described in Note 1 and note 53 of the consolidated financial statements, we have been informed that various claims by operational creditors/ financial creditors / employees / statutory authorities and other creditors including claims for guarantee obligation ("creditors") have been submitted to the RP. The overall obligations and liabilities, including interest and principal amounts of borrowings will be determined during the Corporate Insolvency Resolution Process ("CIRP"). As the outcome of the CIRP is still pending, no accounting impact has been recognised in the books of account in respect of any excess, shortfall, or non-receipt of claims from the aforementioned creditors. In the absence of final determination and reconciliation of such claims, we are unable to comment on adjustments, if any, that may be required.

Reply: The CIR Process at its last stage and pending for decision of the adjudicating authority. Admitted claims were finalized in Mar-24 and shared with the PRAs and available on official site. Due to various contingencies in the claim with related to interest, penal provision in contract terms and timing of the claim may cause variation in amount recorded in the financial statements

b) In the absence of comprehensive review of carrying amount of assets (including property, plant and equipment, asset held for sale, investments, loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities and non-availability of confirmations of substantial balances and pending completion of CIRP, we are unable to comment upon, whether any adjustments are required in the carrying amounts of such assets and liabilities and consequential impact, if any, on the loss for the quarter and year ended 31 March 2025. Further, non-determination of fair value of financial assets and liabilities and impairment of carrying amount of other assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments", Ind AS 36 "Impairment of Assets" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets".

Reply: The Company had made excess provision in the earlier years and adjustments of provision to various loans and advances, balances with government authorities, deposits, trade and other receivables. Further deposit with Government Authorities in respect of disputed matter is subject to outcome of dispute. The RP maintained the status -quo with respect to the earlier year provision and contingencies which are depended upon the final outcome of any dispute raised with the Government authorities.

c) The Group has recognised net deferred tax assets of 6,562.89 lakhs as at 31 March 2025, which includes deferred tax assets recognised on loans. The recognition of deferred tax assets on such loans is not in accordance with Ind AS 12 "Income Taxes". Further, the recognition of the remaining deferred tax assets is based on the assumption that sufficient taxable income will be available in future periods against which these deferred tax assets can be utilized. In view of the continued losses and the ongoing Corporate Insolvency Resolution Process (CIRP), we are unable to obtain sufficient appropriate audit evidence to support the assumptions underlying the recognition of these deferred tax assets as per Ind AS 12 "Income Taxes". Accordingly, we are unable to determine whether any adjustments are required to the carrying amount of these deferred tax assets as at 31 March 2025.

Reply: Pursuant to an application filed by Connect Residuary Private Limited before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process ("CIRP") of MT Educare Limited ("Corporate Debtor", "the Company") vide its order dated 16 December, 2022. The NCLT had appointed Mr. Ashwin B. Shah as the interim resolution professional for the Corporate Debtor vide its order dated 16 December, 2022. Interim Resolution Professional took charge of the affairs of the corporate debtor on 23^rd December, 2022. Further, this is to bring into your notice that the Honble NCLT Mumbai vide order dated January 22, 2024, order received to the Resolution Professional (RP) on January 31,2024, (copy of the said NCLT order dated January 22, 2024 is enclosed herewith) replaced Mr. Ashwin Bhavanji Shah (IRP) with the undersigned Resolution Professional (RP), Mr. Arihant Nenawati, having IBBI Registration No. IBB/IPA-001/IP-P00456/2017-2018/10799. The RP of the view, that after approval of resolution plan by adjudicating authority, the successful PRA would revive the Corporate Debtor, thus the DTA assets would be carried at same level.

d) i) The Group has outstanding loans, trade receivables and other receivables ("receivables") of 11,457.82 lakhs (net of provisions) as at 31 March 2025, which are overdue/ rescheduled. The management / RP envisages the same to be good and recoverable. However, in view of the long outstanding nature of these balances and in the absence of sufficient appropriate audit evidence, we are unable to assess whether any adjustments are necessary to the carrying amount of these receivables and the consequential impact, if any, on the consolidated financial statements. The nonrecognition of an impairment provision/ expected credit loss in respect of these receivables is not in compliance with Ind AS 109 - "Financial Instruments".

Reply: At this present juncture, the management considers the outstanding dues to be good and recoverable and under the supervision of the RP, management is pursuing all the parties for payments. As majority of the advances to different education trust which are facing post covid difficulties in their operation was the main cause of delay in payments.

ii) As referred in Note 12 of the consolidated financial statements, the Group has not accounted for interest income of 2,747.37 lakhs for the year ended 31 March 2025 and 5,270.04 lakhs up to 31 March 2025, pending recoveries of long outstanding loans (included in d (i) above).

Reply: In view of any recoverability of the loan and advances until the certainly arrives we have not recognised any income on the same.

e) The Group has defaulted in repayment of principal and interest to banks, financial institutions and other lenders, resulting in the classification of the account as a Non-Performing Assets (NPA). Furthermore, the Group has not recognised interest expenses (excluding any additional or penal interest) on the aforesaid borrowings of 511.58 for the year ended 31 March 2025 and 2,225.19 lakhs cumulatively up to 31 March 2025, based on the basic rate of interest as per the terms of the loans. This non-recognition of borrowing costs is not in compliance with Ind AS 23 - "Borrowing Costs" read with Ind AS 109 - "Financial Instruments".

Reply: During the CIRP period, claims from 683 creditors amounting to 2,29,19,13,487/- were received, out of which 659 claims amounting to 94,98,87,414/- were admitted. Further, claims of 75,55,53,011/- were not admitted for the reasons best communicated to the creditors. A detailed list of creditors is available on the official website of the Corporate Debtor. AS per the Code, initiation of the CIRP put a moratorium on any interest cost associated with the liability exist on CIRP commencement date.

f) We have not received bank statement/ confirmation of balance for the balance lying in current accounts with bank of 11.34 lakhs. In the absence of sufficient appropriate audit evidence, we are unable to determine possible impact, if any, on the loss for the quarter and year ended 31 March 2025 and on the carrying value of cash and cash equivalents.

Reply: There is no change from the previous year. These are old and non-operative bank accounts wherein there no transactions during the year and which will not have any material impact. The RP has sent an intimation letter to respective bank for closure of the account by transferring the balance to main CIRP account maintained by him.

g) We have been informed by the RP that certain information, including the minutes of the meetings of the Committee of Creditors (COC), and the outcome of certain specific/ routine procedures carried out as part of the IBC process are confidential in nature and cannot be shared with other than the COC and Honble NCLT. In the opinion of the RP, the matter is highly sensitive, confidential and may have adverse impact on the resolution process. Accordingly, we were not provided access to such information and are therefore unable to comment on the impact, if any, on the consolidated financial statements, including recognition, measurement, and disclosures, that may have arisen, had such information been made available to us.

Reply: In line with IBC Code, which restrict the sharing on any confidential document except to intended recipient, we have shared limited information the auditor impacting financials position of the Company. All other matter are not concerning directly to the auditor were not shared.

h) The Group has accumulated losses, negative net worth (considering the impact of various paragraphs stated above), and its current liabilities exceed its current assets. Additionally, there has been a decline in operational activity and defaults in meeting its financial obligations. These events or conditions indicate a material uncertainty that may cast a significant doubt on the Groups ability to continue as a going concern. The Groups ability to continue as a going concern is dependent upon the outcome of the CIRP, including approval and implementation of the resolution plan. We have not obtained sufficient appropriate audit evidence to support the management/ RPs assessment that the Group will continue as a going concern.

Reply: The Corporate debtor continue to be under Corporate Insolvency Resolution Process (CIRP). The Company Operations are going on as going concern under the supervision of the Resolution Professional in line with the rule and regulation prescribed under the IBC Code 2016. Accordingly, the audited standalone as well as Consol financial results are prepared on going concern basis. The appropriateness of the preparation of audited standalone as well as Consol financial results on going concern basis is critically dependent upon final Order to be pronounced by the Honble NCLT During the year, under the supervision of the RP, management has taken various steps to keep the corporate debtor as going concern.

1. various steps including notices to sundry debtors and others to recover the outstanding dues.

2. The Company were able to find operational expenses without any external borrowings.

3. During the CIRP, except few delays, were able to adhere to statutory compliances.

4. Management has taken various steps to identify non-critical loss making centres. They have defined strategies like franchise model, consolidation of centres etc to reduce the cost related to loss making centres of the Company.

i) The Group has not carried out physical verification of property, plant and equipment. Accordingly, material discrepancies, if any, could not be ascertained and therefore, we are unable to comment on the existence of such property, plant and equipment and its related impact, if any, on the accompanying consolidated financial statements for the year ended 31 March 2025 including recognition, measurement and disclosures, that may arise had the Group carried out such physical verification.

Reply: Physical verification was done two years ago and any material impact on the value of the asset depends upon the outcome of CIRP proceeding which is pending for the decision of the adjudicating authority.

j) The Group has received various notices relating to direct and indirect tax matters. However, the management has not provided sufficient appropriate audit evidence, including a comprehensive assessment or reliable data, to enable us to evaluate the potential financial impact of these matters. Consequently, we are unable to quantify the possible effects, if any, of such matters on the consolidated financial statements. In the absence of adequate information, we are unable to determine whether any adjustments are required in respect of provisions, contingent liabilities, or related disclosures, as required by Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets" and Ind AS 12 "Income Taxes".

Reply: In line with sec 14 of the Code, moratorium is effective on the Company and demand, legal suit or proceeding related to pre CIRP period are not tenable in Law, thus no impact has been taken in the financials of the Corporate Debtor.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Companies Act, 2013.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the re-appointment of M/s Joshi Apte & Associates, Cost Accountants (Firm Registration No. 00240) for the year ending March 31, 2026. M/s Joshi Apte & Associates, Cost Accountants (Firm Registration No. 00240) have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of 60,000/- plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY2025-26 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the AGM.

SECRETARIAL AUDITOR

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

For identification of Secretarial Auditor, the Management of the Company had initiated the process and had detailed interactions with certain eligible audit firms and assessed them against a defined eligibility and evaluation criteria.

The following criteria inter alia were considered for evaluation of Practicing Company Secretary firms capable of conducting audit of MT Educare Limited:

a) background of the firm, their experience and past associations in handling secretarial audit of listed companies;

b) competence of the leadership and the audit team in conducting secretarial audit of the Company in the past as well as of other listed companies; and

c) ability of the firm to understand the business of MT Educare Limited and identify compliance of major laws and regulations applicable to the Company.

As part of the assessment, the Management also considered the eligibility and evaluated the background, expertise and past performance of M/s. Shravan A. Gupta & Associates as the Secretarial Auditors of the Company from 2021 till date.

The Management presented the outcome of the assessment to the Audit Committee of the Board.

The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s. Shravan A. Gupta & Associates as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the ensuing 19^th Annual General Meeting scheduled to be held on September 30, 2025, through the conclusion of 24^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through the FY2029- 30.

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s. Shravan A. Gupta & Associates as the Secretarial Auditors of the Company. Based on due consideration, the Board recommends for your approval, the appointment of

M/s. Shravan A. Gupta & Associates as the Secretarial Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 19^th Annual General Meeting scheduled to be held on September 30, 2025, through the conclusion of 24^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through FY2029-30.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Shravan A. Gupta & Associates to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report issued by the Secretarial Auditor is annexed and forms part of the Boards Report

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015 the Secretarial Audit Report of the material subsidiaries of the Company namely Lakshya Forrum for Competitions Private Limited and Labh Ventures India Private Limited are annexed to this report. The Company has received their written consent that their appointment is in accordance with the applicable provisions of the Act and rules framed there under.

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

During the year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, there were no amounts required to be transferred to the Investor Education and Protection Fund (IEPF) in respect of unclaimed or uncashed dividends, in compliance with the applicable IEPF Rules.

Further, the details of the resultant benefits arising from shares already transferred to the IEPF, year-wise breakup of unclaimed/unencashed dividend amounts lying in the unpaid dividend account, and the corresponding shares already transferred, are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report. These details are also available on the Companys website at www.mteducare.com.

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. 5a, 5b, 6 12 and 17 and 21 to the Standalone Financial Statements.

ii. Transactions with Related Parties:

There were no materially significant related party transactions entered between the Company, Directors, management and their relatives, during the year under review, further company has disclosed

all the related party transaction entered during the year under review in the financial statements. Your Company has formulated a Policy on Related party transactions which is also available on the website of the Company. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. The related party transactions for the financial year are insignificant Commensurate with the turnover of the Company. Further, all transactions with related parties during the year were on arms length basis and in the ordinary course of business. The disclosure of Related Party Transactions (if any) has been reported in Form no. AOC-2 is Annexed as Annexure 1 and forms part of Annual Report.

iii. Risk Management:

The Companys 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 efficient 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 such reportable material weakness in the design or operation was observed. As regards the qualified/Disclaimer of opinion by Auditors on Internal Financial Control, it is stated that the Company is taking constant steps to strengthen its process.

v. Prospects:

With a strong presence across all our operating markets and a clearly defined expansion strategy, we are proactively leveraging growth opportunities to deliver sustained value to all our stakeholders — including employees, communities, business partners, and most importantly, our students. Through transformational initiatives across key functions and processes, we are positioning the Company to emerge as a leading force in the Education sector.

vi. Deposits:

Your Company has not accepted any public deposits during the year under review, in accordance with the provisions of Chapter V of the Companies Act, 2013.

vii. Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025, in Form MGT- 7, is available on the Companys website at www. mteducare.com.

viii. Sexual Harassment:

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has adopted a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

During the year under review, no complaints pertaining to sexual harassment were received by the Company.

Furthermore, all new employees undergo a comprehensive orientation session that includes detailed guidance on the Companys Anti-Sexual Harassment Policy.

ix. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC" or "Code"), the Corporate Insolvency Resolution Process ("CIRP") of MT Educare Limited ("the Company") was initiated by Connect Residuary Private Limited (CRPL), an Operational Creditor of the Company. The petition filed by CRPL was admitted by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, on December 16, 2022 ("Insolvency Commencement Date").

Pursuant to the admission, Mr. Ashwin Bhavanji Shah was appointed as the Interim Resolution Professional (IRP) to manage the affairs of the Company. Subsequently, Mr. Vipin Choudhary, erstwhile Director of the Company, filed an appeal before the Honble National Company Law Appellate Tribunal (NCLAT), New Delhi, challenging the order passed by the NCLT, Mumbai Bench. The Honble NCLAT granted a stay on the constitution of the Committee of Creditors (CoC) until the hearing and disposal of the appeal.

On August 18, 2023, after hearing all concerned parties, the Honble NCLAT, New Delhi, dismissed the appeal filed by Mr. Vipin Choudhary, and the CIRP process resumed. Mr. Ashwin B. Shah continued as the Deemed Resolution Professional until January 22, 2024. Thereafter, the appointment of Mr. Arihant Nenawati as the Resolution Professional (RP) was confirmed by the Honble NCLT, Mumbai Bench, and he formally took charge of the CIRP proceedings on the same date.

As part of the ongoing process, Form G was published on January 8, 2024, inviting Expressions of Interest (EOIs) from potential resolution applicants. Out of the nine EOIs received, two resolution applicants submitted their Resolution Plans. Following a detailed evaluation, negotiation, and deliberation process, the Committee of Creditors approved the selected Resolution Plan through the requisite voting mechanism.

The matter is currently pending for final hearing and approval before the Honble NCLT, Mumbai Bench.

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 differential rights as to dividend, voting or otherwise.

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

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

xi. Disclosure requirement:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Corporate Governance Report, along with the Auditors Certificate, and the Integrated Management Discussion and Analysis, including the Business Responsibility Report (where applicable), form an integral part of this Annual Report.

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

BOARD POLICIES

The details of various policies adopted and approved by the Board, as mandated under the Companies Act, 2013 and the SEBI Listing Regulations, are provided in the Corporate Governance Report, which forms part of this Annual Report. These policies are also available on the Companys website at www.mteducare.com.

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 under review, the Company has not imported or absorbed any new technology.

• Foreign exchange earnings and outgoings

During the year under review, there were no foreign exchange earnings or outgo.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the Companys policy on Directors appointment, remuneration, and other related matters ("Remuneration Policy") is available on the Companys website at www. mteducare.com.

The Remuneration Policy outlines the guiding principles adopted by the Nomination and Remuneration Committee for identifying individuals qualified to become Directors, as well as for determining the independence of Directors. The policy is designed to reward performance and promote meritocracy, with remuneration decisions based on a structured review of individual and organizational achievements. It is aligned with prevailing industry standards and practices.

We affirm that the remuneration paid to the Directors during the year is in accordance with the terms set out in the Companys Remuneration Policy. An extract of the Remuneration Policy is annexed and forms part of this Report.

DISCLOSURES WITH REPSECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review, there were no shares lying in the Demat Suspense Account or Unclaimed Suspense Account. Accordingly, there is nothing to report under this head as per the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report for the financial year ended March 31,2025.

In compliance with the provisions of Section 134(3) (q) of the Act, read with Rule 5(2) and Rule 5(3) of the aforementioned Rules, the statement containing the particulars of employees is annexed to this Report. The said Annexure is also available for inspection by the members at the Corporate Office of the Company for a period of 21 days prior to the ensuing 19^th Annual General Meeting and up to the date of the AGM, between 11:00 a.m. and 1:00 p.m. on all working days (excluding Saturdays and public holidays).

Further, none of the employees listed in the said Annexure is related to any Director of the Company. Additionally, no employee holds (either individually or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

ACKNOWLEDGMENTS

The Board thanks the customers, vendors, dealers, investors, business associates, bankers and communities for their continued support during the year. The Board places on record its appreciation of the contribution made by all visiting faculty, lecturers, and employees of the MT Educare family for their hard work, commitment, and dedicated service, which have collectively contributed to the continued progress and success of the Company. The Companys resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

CAUTIONARY STATEMENT:

Statements made in the Boards Report and the Management Discussion and Analysis, describing the Companys objectives, projections, estimates, expectations, or predictions may constitute "forward-looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied due to various risks and uncertainties.

Key factors that could influence the Companys operations include, but are not limited to, changes in the domestic and global political and economic environment, tax laws, ongoing or potential litigations, interest rates, and other cost-related variables.

	For and on behalf of the Board
Place: Mumbai Date: 13/08/2025	Surender Singh Erstwhile Chairman & NonExecutive Director DIN:08206770