MT Educare Ltd Directors Report

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2026 is summarized below:

( in lakhs)

Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	1,196.82	2,167.39	3,613.95	5,035.97
Other Income	297.62	378.52	432.04	527.07
Total Income	1,494.44	2,545.91	4,045.99	5,563.04
Total Expenses	1,669.96	2,858.14	3,157.21	5,162.89
Operating Profit/Loss	(175.52)	(312.23)	888.78	400.15
Less: Finance Cost	126.21	155.90	508.42	1,342.90
Less: Depreciation	237.68	381.00	604.18	883.16
Profit/(Loss) before exceptional items and tax	(539.41)	(849.12)	(223.82)	(1,825.91)
Exceptional items	-	2,378.63	-	(171.55)
Tax expense (Earlier Year)	(76.65)	(708.49)	(89.04)	(1,101.92)
Deferred Tax Charge	-	-	-	-
Profit/(Loss) after Tax for the year	(616.06)	821.02	(312.86)	(3,099.38)
Other comprehensive	(3.54)	(25.42)	(23.36)	(22.16)
Total Other Comprehensive Income / (Loss) for the year	(619.60)	795.60	(336.22)	(3,121.54)

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, 2026.

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 31,2026:

a) The financial statements comprising the Balance Sheet as at March 31, 2026, 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, 2026, 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 2025-26, no physical verification of fixed assets was conducted.

BUSINESS OVERVIEW

MT Educare Limited primarily engaged in the business of providing coaching delivered through a network of various centres across various locations in Maharashtra, supplemented by digital delivery of content through in-house platform. The Companys business model is inherently people-intensive and faculty-driven, with revenue substantially dependent on continuity of experienced faculty, timely commencement and completion of batches, and sustained confidence of students and parents in the brand.

Pursuant to admission of the Company into Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (the Code), the affairs, business and assets of the Company are presently being managed by the Resolution Professional (RP), in accordance with the provisions of the Code and under the overall supervision of the Committee of Creditors. This Report has been prepared to apprise the members and other stakeholders of the business and operational status of the Company during the period under review.

The financial year 2025-26 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, the Company continued its efforts to sustain the quality and continuity of academic delivery across its operating centres, notwithstanding significant operational headwinds. Batch schedules, test series and doubtclearing sessions were maintained wherever faculty availability and centre viability permitted. However, on account of the constraints— particularly faculty attrition and disruption in centre operations — batch completion rates, syllabus coverage and overall academic outcomes at several centres were adversely impacted in the latter part of the year. The Companys ability to demonstrate consistent academic outcomes, which is central to student retention and fresh admissions, has consequently been constrained.

Digital Content Development:

Digital Content Development emerged as a new and promising

business division during the year. The Company had earlier invested in developing recorded lecture content, online test series and a digital learning platform to supplement centre-based coaching and to provide continuity of learning in the event of disruption at physical centres. The Company undertook content development projects both for internal group requirements and external clients, marking its entry into a scalable and high- potential segment. During the year, incremental investment in digital content development was significantly curtailed on account of the liquidity constraints faced by the Company, and expenditure was largely restricted to maintaining existing platform infrastructure The Company continues to draw upon its existing digital content library to support ongoing batches; however, the pace of content refresh and platform enhancement has slowed materially as compared to prior periods.

Employee and Management Collaboration:

During the year, the Companys employee strength — comprising faculty, academic support staff and administrative personnel — witnessed a significant reduction, on account both of planned rationalization undertaken in connection with centre consolidation and, in the latter part of the year, voluntary attrition arising from delays in disbursement of remuneration. The management of the Companys affairs during the pendency of CIRP continues to vest with the Resolution Professional in terms of Section 17 of the Code, supported by such of the existing management personnel as continue to be engaged with the Company.

Operational Rationalisation:

With a view to preserving value and minimising cash losses, the Resolution Professional undertook a review of centre-wise profitability and continuing viability over the preceding 18 months. Based on this review, centres assessed to be significantly loss-making or sub-scale were closed or consolidated with proximate centres, with efforts made to migrate ongoing batches and students to the extent operationally feasible. This exercise was undertaken with the objective of concentrating available resources on centres with a reasonable prospect of viability. This decisive action contributed to a leaner operational model while reducing the overall cash burn of the Corporate Debtor.

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. Alongside operational rationalization, the Company undertook various cost optimization measures during the year, including renegotiation of centre rentals and lease terms, deferral of non-essential and discretionary expenditure, right-sizing of administrative and support manpower, renegotiation of payment terms with key vendors and service providers, and rationalization of marketing and promotional spend.

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. During the year, certain vendors extended support to the Company in the form of relaxed payment terms and continued provision of services notwithstanding delays in payment, having regard to the ongoing resolution process. However, on account of the continuing liquidity stress at the Company, vendor confidence has come under increasing strain, and the sustainability of such vendor support going forward remains contingent upon visibility on timely payments.

Marketing:

The Companys marketing and student-acquisition initiatives during the year were scaled back in line with the overall cost optimization measures undertaken, with available spend redirected, to the extent possible, towards retention-focused communication with existing students and parents rather than broad-based brand-building or new-student acquisition campaigns. Consistent with the attrition experienced in the faculty and academic staff cadre, the Companys sales and marketing team also witnessed significant attrition during the year, further constraining the Companys ability to acquire new students and to offset the decline in existing enrolments

Overall Performance:

The Resolution Professional has been making reasonable efforts to continue the Corporate Debtor as a going concern while minimising the losses, however, since the coaching business is highly dependent on continuity of faculty, student confidence, batch completion, timely payments and operational cash flow, the continuity of the business has always remained a challenge. Further, certain highly non-profitable centres were closed/ consolidated during the past 18 months. Despite the said efforts, due to severe liquidity stress, the ability to sustain operations has materially deteriorated. However, several adversities affected the performance and continue to threat going concerns assumption.

FINANCIAL PERFORMANCE:

The financial year 2025-26 continued 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 1,494.44 lakhs in FY 2025-26 , compared to 2,546 lakhs in FY 202425. This decrease was primarily attributable to a reduction in student rollover enrolments.

Finance costs decreased by 29.69 lakhs in FY26, 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 FY26 stood at (175.52) lakhs as compared to (312.23) lakhs in FY25. 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 (539.41) lakhs , compared to 1,529.51 lakhs in the previous year, and the Profit After Tax (PAT) stood at in FY26, compared to 795.60 lakhs in FY25.

Consolidated Performance

On a consolidated basis, the Company recorded total revenue of 4,046 lakhs in FY 2025-26 , as against 5,563 lakhs in FY

2024-25, This fall was primarily attributable to a reduction in student rollover enrolments.

Finance costs reduced significantly to 508.42 lakhs in FY26, compared to 1,343 lakhs in FY25, the movement was primarily due to changes in borrowings, lease liabilities, or interest costs .

Accordingly, Operating EBITDA stood at 888.78 lakhs ,

marking a significant turnaround from 400.16 lakhs in FY25, This improvement reflects enhanced operational efficiency and better cost management initiatives undertaken during the year

The Profit Before Tax (PBT) was reported at (223.82) lakhs in

FY26, compared to (1,997.46) lakhs in the previous year, while the Profit After Tax (PAT) stood at (312.86) lakhs , compared to (3,099.38) lakhs in FY25.

CAPITAL STRUCTURE

During the year under review, there was no change in the share capital of the Company. Accordingly, as on March 31, 2026, 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.

Thereafter, vide order dated March 27, 2025, the Honble NCLT, Mumbai Bench dismissed the claim filed by SVC Bank. Aggrieved by the said order, SVC Bank preferred an appeal before the Honble NCLAT, New Delhi. The appeal remains pending adjudication before the Appellate Tribunal.

The Resolution Plan approved by the Committee of Creditors has not yet been taken up for final consideration and remains pending before the Honble NCLT, Mumbai Bench, inter alia, on account of the pending appeal filed by SVC Bank before the Honble NCLAT, New Delhi, which is yet to be heard and adjudicated.

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, 2026 , 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 2025-26 stood at 2,417.14 lakhs , as compared to 2,915.92 lakhs in the

previous financial year.

• The Company recorded a loss of 360.44 lakhs for FY 2025-26, as compared to a loss of 160.69 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 2025-26 stood at Nil, as compared to Nil in the previous financial year.

22 I MT EDUCARE LIMITED

• The Company reported a loss of 38.77 lakhs in FY 202526, as compared to a loss of 3,385.40 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.

Disclosure under Maternity Benefit Act, 1961

The Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 for FY26 and has established a systematic mechanism to ensure continued adherence to the statutory requirements.

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

Your 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, 2026 , have affirmed compliance with the Code of Conduct of the Company for the financial year 2025-26. A declaration to this effect, signed by the e rstwhile 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, 2025 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, 2026, 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, Non-Executive 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 14th, 2026 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 31st December, 2025 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 22nd 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 pending to be fulfilled due to ongoing CIRP process during the year under review. Mr. Surender Singh, Non-Executive Non Independent Director and Chairman, Mr. Vipin Choudhary, NonExecutive Non Independent Director, Mr. Roshan Lal Kamboj,

Non-Executive Independent Director, Dr. Dattatraya Kelkar, Non-Executive Independent Director, Mrs. Nanette Dsa, NonExecutive Independent Director and Mr. Karunn Kandoi, NonExecutive 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 2025-2026, your Board met 5 (Five) 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, to maintain good Corporate Governance, the evaluation of the Board, its Committees, and individual Directors were conducted 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 s cope, 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 I nsolvency 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 (IICA) 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 the second tenure of 5 (five) years, to hold office from the conclusion of the 19th AGM held on September 30, 2025 until the conclusion of 24th AGM of the Company to be held in the year 2030. Accordingly, M/s. MGB & Co. LLP, Chartered Accountants shall hold office from the conclusion of Nineteenth Annual General Meeting (AGM) for a term of consecutive five years till conclusion of twenty Fourth Annual General Meeting (AGM).

Your Company has received confirmation from the Auditors to the effect that their re-appointment is within the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified 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, notified w.e.f May 7, 2018, by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified 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 Twenty Fourth 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 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 shall 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. The Final determination and reconciliation of amount claim can be done post approval of the resolution plan by Honble NCLT, Mumbai.

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 non-availability of confirmations of substantial balances and pending completion of CIRP, we are unable to comment, whether any adjustments are required to the carrying amounts of such assets and liabilities and consequential impact, if any, on the loss for the year ended 31 March 2026. 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. The Final determination of any impact on fair value of financial assets and liabilities and impairment of carrying amount of other assets and liabilities shall be done post approval of the resolution plan by Honble NCLT, Mumbai.

c) The Company has recognised net deferred tax assets of Rs. 6,160.46 lakhs as at 31 March 2026, which includes deferred tax assets recognised on loans. The recognition of deferred tax assets on loans is not in accordance with Ind AS 12 Income Taxes Further, the recognition of 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 2026.

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 23rd 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 Rs 7,082.86 lakhs (net of provisions) as at 31 March 2026, 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 recoverable and under the supervision of the RP, management is pursuing all the parties for payments. We expect successful resolution applicant will be able to recover these dues once Company come out of CIRP process as majority of the advances to different education trust which are facing difficulties in their operation.

ii) As referred in Note 12 of the standalone financial statements, the Company has not accounted for interest income of Rs. 2,240.73 lakhs for the year ended 31 March 2026 and Rs. 5,990.71 lakhs up to 31 March 2026, 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 NonPerforming Assets (NPA). Furthermore, the Company has not recognised interest expenses (excluding any additional or penal interest) on the aforesaid borrowings of Rs. 347.36 lakhs for the year ended 31 March 2026 and Rs. 1,894.47 lakhs up to 31 March 2026, 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 Rs.2,29,19,13,487/- were received, out of which 659 claims amounting to Rs. 94,98,87,414/- were admitted. Further, claims of Rs. 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 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.

g) The Companys investment in subsidiary companies of Rs. 1,297.71 lakhs as at 31 March 2026 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.

h) 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 going concern. 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. 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. During the year, under the supervision of the RP, management has taken various steps to keep the corporate debtor as going concern.

1. Streamline of operations through consolidation of various centres, reduction in associated cost and use of technology to save cost.

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.

i) 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 financial statements for the year ended 31 March 2026 including recognition, measurement and disclosures, that may arise had the Company carried out such physical verification.

Reply : Physical verification was done three 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 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 52 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. The Final determination and reconciliation of amount claim can be done post approval of the resolution plan by Honble NCLT, Mumbai.

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 year ended 31 March 2026. 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. The Final determination of any impact on fair value of financial assets and liabilities and impairment of carrying amount of other assets and liabilities shall be done post approval of the resolution plan by Honble NCLT, Mumbai.

c) The Group has recognised net deferred tax assets of Rs. 6,481.74 lakhs as at 31 March 2026, which includes deferred tax assets recognised on loans. The recognition of deferred tax assets on loans is not in accordance with Ind AS 12 Income Taxes. Further, the recognition of 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 2026.

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 23rd 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 Rs 11,308.36 lakhs (net of provisions) as at 31 March 2026, 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 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 recoverable and under the supervision of the RP, management is pursuing all the parties for payments. We expect successful resolution applicant will be able to recover these dues once Company come out of CIRP process as majority of the advances to different education trust which are facing difficulties in their operation.

ii) As referred in Note 12 of the consolidated financial statements, the Group has not accounted for interest income of Rs 2,990.32 lakhs for the year ended 31 March 2026 and Rs 8,260.36 lakhs up to 31 March 2026, 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 NonPerforming Assets (NPA). Furthermore, the Group has not recognised interest expenses (excluding any additional or penal interest) on the aforesaid borrowings of Rs. 1,407.61 lakhs for the year ended 31 March 2026 and Rs. 3,632.80 lakhs up to 31 March 2026, 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 Rs.2,29,19,13,487/- were received, out of which 659 claims amounting to Rs. 94,98,87,414/- were admitted. Further, claims of Rs. 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 Rs 5.98 lakhs. In the absence of sufficient appropriate audit evidence, we are unable to determine possible impact, if any, on the loss for the year ended 31 March 2026 and on the carrying value of cash and cash equivalents.

Reply : 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 j) 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 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 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. 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. During the year, under the supervision of the RP, management has taken various steps to keep the corporate debtor as going concern.

1. Streamline of operations through consolidation of various centres, reduction in associated cost and use of technology to save cost.

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.

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 2026 including recognition, measurement and disclosures, that may arise had the Group carried out such physical verification.

Reply : Physical verification was done three 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.

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.

k) We draw attention to Note 56 of the consolidated financial statement relating to Assets Held for Sale (AHS), wherein the property comprising land and building, along with related assets, continues to be classified as held for sale, for the reasons stated in the aforesaid note. The fair value of the Assets Held for Sale has not been determined as at the reporting date, which is not in compliance with the requirements of IND AS 105, Non-current Assets Held for Sale and Discontinued Operations Accordingly, we are unable to comment on the consequential impact, if any, on the carrying value of the Assets Held for Sale for the year ended 31 March 2026.

Reply : Pursuant to the order passed by adjudicating Authority, the SVC Bank had taken possession of the Property on 15th March, 2024, since then the Bank has put the Property on E-auction on various occasion, but yet to await the successful completion of the transactions. Henceforth the property is not in current possession of the Management, and it is not in their control to determine the fair value of the Assets Held for Sale. The Valuation of the said Assets may have been done by the Bank, however, no such report / confirmation were shared by Bank to Management.

COST AUDITOR

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, relating to maintenance of cost records and audit thereof, are not applicable to the Company for the financial year under review, considering the turnover of the Company and the applicable thresholds prescribed under the said Rules. Accordingly, the Company is not required to maintain cost records, appoint a Cost Auditor or obtain a Cost Audit Report for the financial year 2026-27. Consequently, the approval of remuneration of the Cost Auditor for the financial year 2026-27 is not applicable.

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 from 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. Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on September 30, 2025, approved the appointment M/s. Shravan A. Gupta & Associates, Practicing Company Secretaries, as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the 19th AGM held on September 30, 2025, until the conclusion of 24th AGM 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 Report by the Secretarial Auditors of the Company issued by M/s Shravan A. Gupta & Associates is annexed to this Report as Annexure 4 . There are no qualifications, observations, adverse remark or disclaimer in the said 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 as Annexure 5 . 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 break-up of unclaimed/ uncashed 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, 2026, 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.

In furtherance of the CIRP, Form G was published on January 8, 2024 inviting Expressions of Interest (EOIs) from prospective resolution applicants. A total of nine EOIs were received, out of which two Resolution Applicants submitted Resolution Plans. Following evaluation, negotiations, and deliberations, the Committee of Creditors approved the selected Resolution Plan through the requisite voting process.

Meanwhile, Shamrao Vithal Co-operative Bank Limited (SVC Bank) submitted its claim in Form C on October 6, 2023 before the erstwhile Resolution Professional, claiming dues outstanding as on July 31, 2023 together with continuing interest from August 1, 2023 until realization. Certain clarifications sought by the erstwhile Resolution Professional vide email dated October 11, 2023 were duly furnished by SVC Bank on October 16, 2023.

However, vide communication dated November 3, 2023, the erstwhile Resolution Professional rejected the claim of SVC Bank on the ground that neither had the corporate guarantee allegedly issued by the Corporate Debtor been invoked nor had any demand notice been issued on or before December 16, 2022, being the Insolvency Commencement Date. Accordingly, it was held that no dues were outstanding against the Corporate Debtor.

Aggrieved by the rejection of its claim, SVC Bank filed an Interlocutory Application seeking admission of its claim. During the pendency of the said application, Mr. Arihant Nenawati was appointed as the Resolution Professional vide order dated January 22, 2024.

Further, on February 7, 2024, SVC Bank initiated proceedings under Section 14 of the SARFAESI Act, 2002 before the jurisdictional Magistrate Court and obtained directions for taking possession of the property situated at Door Nos. 1-18/50, 1-18/51, 1-18/52, 1-18/53 and 1-18/54, Near Kottara Chowki, Bangrakuloor, Kuloor Post, Mangalore - 575013 (Subject Property).

Subsequently, the Resolution Professional informed SVC Bank vide email dated March 18, 2024 that the Corporate Debtor was undergoing CIRP and that no action could be taken to dispossess the Corporate Debtor from the Subject Property during the subsistence of the moratorium under the IBC. The Resolution Professional also filed I.A. No. 3314 of 2024 before the Honble NCLT seeking appropriate directions regarding possession of the Subject Property.

Thereafter, vide order dated March 27, 2025, the Honble NCLT, Mumbai Bench dismissed the claim filed by SVC Bank. Aggrieved by the said order, SVC Bank preferred an appeal before the Honble NCLAT, New Delhi. The appeal remains pending adjudication before the Appellate Tribunal.

The Resolution Plan approved by the Committee of Creditors has not yet been taken up for final consideration and remains pending before the Honble NCLT, Mumbai Bench, inter alia, on account of the pending appeal filed by SVC Bank before the Honble NCLAT, New Delhi, which is yet to be heard and adjudicated.

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 Whole-time 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, 2026.

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 20 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 M/s MT Educare Limited

Place: Mumbai	Arihant Nenawati
Date: 14/08/2026	Resolution Professional IP Reg. No: IBBI/IPA-001/IP-P00456/2017-2018/10799 Email ID: mteducare.cirp@gmail.com