MT Educare Ltd Directors Report

To,

The Members of

MT Educare Limited

Your Directors take pleasure in presenting the Eighteenth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2024.

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP") of MT Educare Limited ("Company") was initiated by Connect Residuary Private Limited (CRPL) An Operational Creditor of the Company. The Operational Creditors petition to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT"), Mumbai bench, on December 16, 2022 ("Insolvency Commencement Date"). 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 had filed an appeal in National Company Law Appellate Tribunal (NCLAT), New Delhi challenging the Order passed by Honble NCLT, Mumbai Bench, accordingly Honble NCLAT, New Delhi stayed the formation of Committee of Creditors ("CoC") till the hearing or Order to be passed by Honble NCLAT, New Delhi. The Honble NCLAT, New Delhi after hearing the parties concerned on August 18th 2023 the appeal by Mr. Vipin Choudhary got dismissed and the CIRP process continued. Mr. Ashwin B Shah , continued as Deemed Resolution Professional till 22nd January, 2024 and Appointment of Mr. Arihant Nenawati were Confirmed by Honble NCLT Mumbai Bench on 22nd January, 2024. Mr. Arihant Nenawati took charge of the Company and proceedings and continued the process. In continuation of the process, Form G was published on 8^th January 2024. The CoC received expressions of interest from nine Resolution Applicants, some of whom later withdrew. Ultimately, two Applicants submitted Resolution Plans. The CoC has completed the initial negotiations and subsequent discussions with the Applicants. Following the completion of voting for the selection of the resolution plan, it now requires approval from the adjudicating authority, the Honble NCLT Mumbai Bench.

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2024 is summarized below:

	Standalone – Year ended		Consolidated – Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	2,544.44	3,126.55	4,733.45	5,819.26
Other Income	339.72	384.05	403.45	449.93
Total Income	2,884.16	3,510.61	5,136.90	6,269.19
Total Expenses	3,008.35	5,219.40	5,516.71	8,982.63
Operating Profit/(Loss)	(124.19)	(1,708.79)	(379.81)	(2,713.44)
Less: Finance Cost	728.83	703.29	1,214.88	864.32
Less: Depreciation	680.02	875.32	1,036.50	1,091.83
Profit/ (Loss) before Tax	(1,533.04)	(3,287.40)	(2,631.19)	(4,669.59)
Tax expense (Earlier Year)	-	-	-	0.13
Deferred Tax Charge	(58.42)	(275.45)	134.07	(226.49)
Profit/(Loss) after Tax for the year	(1,474.62)	(4,858.89)	(2,765.26)	(6,070,76)
Other comprehensive income/(loss)	23.49	1.24	24.43	0.12
Total Other Comprehensive Income/(Loss) for the year	(1,451.13)	(4,857.64)	(2,740.83)	(6,070.64)

DIVIDEND

In view of the net loss incurred by the Company for the year and the accumulated losses of the previous year, the board does not recommend any dividend to the shareholders of the Company for the year ended March 31, 2024.

TRANSFER TO RESERVES:

The losses incurred by the Company, were transferred to General Reserves of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act), in relation to the Audited Financial Statements for the Financial Year 2023-2024, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the Profit & 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 Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

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

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

PHYSICAL VERIFICATION OF FIXED ASSETS AND WRITE OFF verification RP Mr Ashwin Shah conducted physical of Fixed assets of the Company during Financial Year 2022-23 and identified mismatch with Fixed Assets Register that had been updated in records and respective effects were shown in the annual financial statements. In the Financial year 2023-24, no physical was conducted.

BUSINESS OVERVIEW

The financial year 2023-24 was a period of stabilization and strategic growth for MT Educare Ltd. After navigating several challenges in the previous years, including the pandemic and subsequent shifts in the educational landscape, our company has made significant strides toward regaining its position in the market.

While the conditions in the last financial year were fair, the company faced numerous constraints due to the compliance requirements of the NCLT proceedings. Despite these hurdles, we have met the expectations of our team and clients.

As part of our business strategy, we critically reviewed the current locations of our branches. This analysis led to the of new branch needs, and we have begun executing these plans in a phased manner. This strategic expansion aims to enhance our reach and better serve our student community.

A significant effort has been made to revive our popular Robomate Plus app. We have invested considerable energy into renewing the content to ensure it remains relevant and engaging for our users. This revitalization is expected to enhance our digital offerings and provide additional value to our students.

While the companys current condition is neither at its peak nor at its lowest, we have made substantial progress compared to previous years. We have raised our performance levels and are optimistic about reaching our former glory in terms of revenue and profits in the coming year.

We remain committed to strengthening our infrastructure, improving visibility, boosting employee morale, and ensuring student satisfaction. Our recent academic results, with over 1200 students scoring above 90% marks, validates our curriculum and pedagogy are effective. We will continue refining and upgrading our offerings to stay ahead of the competition and maintain the trust and confidence of the parent community.

Our focus will remain on making MT Educare as the premier destination for academic needs for students between 8^th and 12^th standards. We are dedicated to constantly innovating and strengthening our foundation for the future and ensuring that our services and products are of the highest quality and continue to meet the evolving needs of our students.

FINANCIAL PERFORMANCE:

The company has registered total Standalone Revenue of Rs 2,884 Lakhs in FY24 compared to Rs 3,511 Lakhs in FY23 due to decrease in Student rollover enrolments. Finance costs have increased by Rs 25.54 lakhs mainly on account of on account of increase in interest on leased assets under IND-AS 116. Accordingly, operating EBITDA stood at Rs (124.19) Lakhs in FY24, compared to Rs (1,708.79) Lakhs in FY23. Profit Before Tax stood at Rs (1,533.04) Lakhs in FY24, compared to Rs (3,287.40) Lakhs in FY23. Profit After Tax stood at Rs (1,451.13) Lakhs in FY24, compared to Rs (4,858.89) Lakhs in FY23.

Further, the company has registered total Consolidated Revenue of Rs 5,137 Lakhs in FY24, compared to Rs 6,269 Lakhs in FY23 due to decrease in Student rollover enrolments. Finance costs for the year FY 24 stood at Rs 1,214.88 lakhs as against Rs 864.32 lakhs in FY 23, on account of increase in Interest Expenses in Subsidiary Company. Accordingly, Operating EBITDA stood at Rs (379.81) Lakhs in FY24, compared to Rs (2,713.45) Lakhs in FY23. Profit Before Tax stood at Rs (2,631.19) Lakhs in FY24, compared to Rs (4,669.59) Lakhs in FY23. Profit After Tax stood at Rs (2,765.26) Lakhs in FY24, compared to Rs (6,070,76) Lakhs in FY23.

CAPITAL STRUCTURE

During the year under review, there have been no change in the Share Capital of the Company, accordingly as at 31^st March, 2024 the Equity Capital Structure stand as follows:

The Authorised Share Capital of the Company is Rs 80,00,00,000/- (Rupees Eighty Crores Only) divided in to 8,00,00,000 (Eight Crores) Equity Shares of Rs 10/- (Rupees Ten) each.

The paid-up Equity Share Capital of the Company is Rs 72,22,80,540/- (Rupees Seventy Two Crores Twenty Two Lakhs Eighty Thousand Five Hundred Forty Only) divided in to 7,22,28,054 (Seven Crores Twenty Two Lakhs twenty Eight Thousand fifty four) Equity Shares of Rs 10/- (Rupees Ten) each.

Material changes post closure of financial year:

There are no material Changes, post closure of Financials during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, the Corporate Insolvency Resolution Process ("CIRP PROCESS") initiated by Connect Residuary Private Limited (CRPL), An Operational Creditor of the Company against MT Educare Limited ("Company") continued during the year under review. Subsequently, on 18^th August, 2023 the appeal filed by one of our erstwhile Director i.e Mr. Vipin Choudhary got dismissed by NCLAT, New Delhi and CIRP continued for the Company. Accordingly, Mr. Ashwin B. Shah formed COC w.e.f 21^st August, 2023 and continued the process. On 22nd January, 2024, NCLT confirmed the appointment of Mr. Arihant Nenawati as Resolution Professional and subsequently, Mr. Arihant Nenawati took over the charge of the business.

EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employee Stock Options Scheme "ESOP 2016" and "MT EDUCARE LTD ESOP 2018" in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. In accordance with ESOP 2016, Out of 8,00,000 options, only 7,38,450 options were granted as an offer to exercise by the eligible employee, however only 4,43,070 were exercised by the eligible employees till December 18th , 2018. Rest of the Options were not yet exercised. During the current financial year, no options were vested.

SUBSIDIARY COMPANY

As at March 31, 2024, your company continued to be Holding Company of seven subsidiaries, namely, MT Education Services Private Limited, Lakshya Forrum for Competitions Private Limited, Chitales Personalised Learning Private Limited, Sri Gayatri Educational Services Private Limited, Robomate Edutech Private Limited, Letspaper Technologies Private Limited and Labh

Ventures India Private Limited. The Company does not have any associate or joint venture companies. Further, the Impairment of the entire Investment in Subsidiaries has been made in respect of MT Education Services Private Limited, Chitales Personalised Learning Private Limited, Sri Gayatri Educational Services Private Limited, Robomate Edutech Private Limited, Letspaper Technologies Private Limited and Labh Ventures India Private Limited.

Pursuant to the provisions of Section 129 and 134 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

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

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.mteducare.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

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:

Lakshya Forrum for Competitions Private Limited (Lakshya) and Labh Ventures India Private Limited (Labh) continued to be Material Subsidiary of the Company during the under review. Lakshyas Revenue from operations had been reduced during the year under review and stood at Rs 2244.63 Lakhs as against Rs 2764.75 Lakhs for the previous year and earned Profit after tax Rs (964.90) Lakhs in the current year as compared to profit after tax of Rs (784.02) Lakhs in the previous year.

Labhs Revenue from operations during the year under review stood at Rs 804.30 Lakhs as against Rs 802.62 Lakhs for the previous year and earned Profit after tax of Rs 6.51 Lakhs in the previous year to profit after tax of Rs (206.64) Lakhs in the current year due to increase in Finance Cost.

Rest of the Subsidiaries had not earned any revenue from the operation during the year under review.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. All Board members and senior management personnel (as at 31st March, 2024) have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Erstwhile Non-Executive Director of the company is contained in this Annual Report. The Erstwhile Non-Executive Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations and the said certificate is contained in this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

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

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

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, 2023 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, 2024, 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 09th, 2024 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, 2023 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, Non-Executive Independent Director, Dr. Dattatraya Kelkar, Non-Executive Independent Director, Mrs. Nanette Dsa, Non-Executive 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 Non-Executive 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 2023-2024, 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 fact that the Company continued to be under CIRP during the year under review and since the powers of the Board of Directors being suspended and management is vested with Mr. Arihant Nenawati, the Resolution Professional for carrying out the day to day operations of the Company, the evaluation of the Board, Committees and Directors could not be done.

BOARD COMMITTEES

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

Governance Report annexed to this report. However, due to CIRP process, the powers of the Committee members were Suspended, and powers are vested with Mr. Arihant Nenawati, the Resolution Professional.

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 (‘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 confirmation The Statutory Auditors M/s. MGB & Co. LLP, Chartered Accountants, having (Firm Registration No. 101169W/W-100035) was appointed at the fourteenth Annual General Meeting (‘AGM) of the Company held on December 24^th 2020. Accordingly, M/s. MGB & Co. LLP, Chartered , Accountants shall hold office from the conclusion of fourteenth Annual General Meeting (‘AGM) for a term of consecutive five years till conclusion of Nineteenth Annual General Meeting (‘AGM).

Your Company has received confirmation from the Auditors to the effect that their 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 Nineteenth Annual General Meeting of the Company.

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

Standalone:

1) We draw attention to Note 1 of the standalone financial statements regarding admission of the Company into Corporate Insolvency Resolution Process ("CIRP"), and pending determination of obligations and liabilities with regard to various claims submitted by the operational / financial / other creditors and employees including claims for guarantee obligation and interest payable on loans (as referred in note 35 of standalone financial statements). We are unable to comment on adjustments, if any, pending reconciliation and determination of final obligation. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

Reply: The CIR Process at its last stage of final negotiation of CoC with the PRAs and the claim admitted is finalized 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.

2) In the absence of comprehensive review of carrying amount of certain assets (loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities and non-availability of of substantial balances, we are unable to comment upon adjustments, if any, that may be required to the carrying amount of such assets and liabilities and consequential impact, if any, on the loss for the year ended 31 March 2024. Non-determination of fair value of financial assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets". Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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.

3) confirmation We have not received bank statement/ of balance for the balance lying in current account with bank of Rs 5.36 lakhs. In the absence of sufficient appropriate audit evidence, we are unable to determine any possible impact thereof on the loss for the year ended 31 March 2024 and on the carrying value of cash and cash equivalents. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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.

4) We have been informed by the RP that certain information including the minutes of the meetings of the COC, and the outcome of certain specific/ routine procedures carried out as part of the IBC process are confidential in nature and could not be shared with other than the COC and Honble NCLT. In the opinion of confidential the RP, the matter is highly sensitive, and may have adverse impact on the resolution process. Accordingly, we are unable to comment on the impact, if any, on the accompanying standalone financial statements including recognition, measurement and disclosures, that may arise had we been provided access to the above-mentioned information.

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.

5) We draw attention to Note 48 of the standalone financial statements wherein the Company has acquired land and building including related assets ("property") on lease from a subsidiary company. The subsidiary company has defaulted on loan taken against the property. The lender has taken the possession of the property under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI"). The Company/ RP has requested the lender to withdraw the possession of the property citing the statutory provisions of CIRP. In view of the above, we are unable to comment on carrying value of Right of use assets of Rs 2,135.30 lakhs, security deposits/ advances given Rs 174.05 lakhs and corresponding lease liabilities of Rs 4,893.93 lakhs as at 31 March 2024, and its consequential impact on the standalone financial statements.

Reply: We are in the process of taking appropriate action based on the legal opinion requested for the said matter.

6) The Company has recognized net deferred tax assets of Rs 6,935.86 lakhs considering sufficient taxable income would be available in future years against which such deferred tax assets can be utilized. Due to losses during the year and earlier years and pendency of CIRP, it is uncertain that the Company would achieve sufficient taxable income in future against which such deferred tax assets can be utilized. Accordingly, we are unable to obtain sufficient appropriate audit evidence to corroborate the Managements / RPs assessment of recognition of deferred tax assets as at 31 March 2024. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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.

7) i) The Company has outstanding loans, trade receivables and other receivables ("receivables") of Rs 8,046.73 lakhs (net of provisions) as at 31 March 2024, which are overdue / rescheduled. The management / RP envisages the same to be good and recoverable. In view of long outstanding, we are unable to assess whether adjustments are necessary to the carrying value of these outstanding receivables and the consequential impact on the accompanying standalone financial statements. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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 in their operation was the main cause of delay in payments.

ii) As referred in Note 12 of the standalone financial statements, wherein the Company has not provided interest income of Rs 1,762.64 lakhs for the year ended 31 March 2024, pending recoveries of long outstanding loans (included in (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.

8) The Company has not provided for interest expense of Rs 348.32 lakhs for the year ended 31 March 2024 and Rs 1,199.75 lakhs upto 31 March 2024 on outstanding borrowings calculated based on the basic rate of interest as per the terms of the loan and claims received. Non provision of interest is not in compliance with Ind AS 23 "Borrowing Costs". Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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 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.

9) The Companys investment in subsidiary companies of Rs 1,297.71 lakhs are considered as good and fully recoverable by the management/ RP, inspite of accumulated losses, complete erosion of networth and liquidity constraints. In the absence of sufficient and appropriate evidence, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments as per Ind AS 36 "Impairment of Assets" and the consequential impact on the accompanying Standalone financial statements.

Reply: In furtherance to the Form G published on 8^th Jan, 2024, we had received intimation of interest from Nine Resolution Applicants each depositing with an EMD of Rs 25,00,000/- in line with the RFRP issued. A meeting was scheduled on 6th May, 2024 wherein initial negotiations took place between the CoC members and the PRAs. The discussions regarding plan improvement with the PRAs is still ongoing. All subsidiary investment hold good to successful PRA and decision of any impact of provision is deferred till then.

10) The Company has incurred net loss during the year and has accumulated losses resulting in negative networth, its current liabilities exceeding current assets resulting in negative working capital and has defaulted in its debt/ other obligations. Accordingly, there exists a material uncertainty about the Companys ability to continue as a "Going Concern" since the future of the Company is dependent upon the successful implementation of the Resolution plan. The standalone financial statements has been prepared by the management/ RP assuming going concern basis of accounting, for which we have not been able to obtain sufficient appropriate audit evidence regarding the use of such assumption, based on managements/ RP assessment of the successful outcome of the ongoing Resolution process with no adjustments having been made to the carrying value of assets and liabilities and their presentation and classification in the standalone financial statements.

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. Committee confirmation 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.

Consolidated:

1) We draw attention to Note 1 of the consolidated financial statements regarding admission of the Holding Company into Corporate Insolvency Resolution Process ("CIRP"), and pending determination of obligations and liabilities with regard to various claims submitted by the operational / financial / other creditors and employees including claims for guarantee obligation and interest payable on loans. We are unable to comment on adjustments, if any, pending reconciliation and determination of final obligation. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

Reply: The CIR Process at its last stage of final negotiation of CoC with the PRAs and the claim admitted is finalized 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.

2) In the absence of comprehensive review of carrying amount of certain assets (loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities and non-availability of of substantial balances, we are unable to comment upon adjustments, if any, that may be required to the carrying amount of such assets and liabilities and consequential impact, if any, on the loss for the year ended 31 March 2024. Non-determination of fair value of financial assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets". Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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.

3) confirmation We have not received bank statement/ of balance for the balance lying in current accounts with bank of Rs 11.34 lakhs. In the absence of sufficient appropriate audit evidence, we are unable to determine any possible impact thereof on the loss for the year ended 31 March 2024 and on the carrying value of cash and cash equivalents. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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.

4) We have been informed by the RP that certain information including the minutes of the meetings of the COC, and the outcome of certain specific/ routine procedures carried out as part of the IBC process are confidential in nature and could not be shared with other than the COC and Honble NCLT. In the opinion of confidential the RP, the matter is highly sensitive, and may have adverse impact on the resolution process. Accordingly, we are unable to comment on the impact, if any, on the accompanying consolidated financial statements including recognition, measurement and disclosures, that may arise had we been provided access to the above-mentioned information.

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.

5 We draw attention to Note 17.1 of the consolidated financial statements wherein the land and building including related assets ("property") of a subsidiary company has been acquired by the lender under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI") for default in repayment of dues by the subsidiary company. The Holding Company/RP being the lessee of the property has requested the lender to withdraw the possession of the property citing the statutory provisions of CIRP. In view of the above, we are unable to comment on carrying value of property of Rs 4,476.65 lakhs and corresponding borrowings of Rs 5,413.44 lakhs and its consequential impact on the consolidated financial statements.

Reply: We are in the process of taking appropriate action based on the legal opinion requested for the said matter.

6) The Group has recognized net deferred tax assets of Rs 7,584.84 lakhs considering sufficient taxable income would be available in future years against which such deferred tax assets can be utilized. Due to losses during the year and earlier years and pendency of CIRP, it is uncertain that the Group would achieve sufficient taxable income in future against which deferred tax assets can be utilized. Accordingly, we are unable to obtain sufficient appropriate audit evidence to corroborate the Managements / RPs assessment of recognition of deferred tax assets as at 31 March 2024. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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.

7) i) The Group has outstanding loans, trade receivables and other receivables ("receivables") of Rs 11,141.80 lakhs (net of provisions) as at 31 March 2024, which are overdue / rescheduled. The management / RP envisages the same to be good and recoverable. In view of long outstanding, we are unable to assess whether adjustments are necessary to the carrying value of these outstanding receivables and the consequential impact on the accompanying consolidated financial statements. Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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 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 provided interest income of Rs 2,522.66 lakhs for the year ended 31 March 2024, pending recoveries of long outstanding loans (included in (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.

8) The Group has not provided for interest expense of Rs 512.99 lakhs for the year ended 31 March 2024 and Rs 1,713.61 lakhs upto 31 March 2024 on outstanding borrowings calculated based on the basic rate of interest as per the terms of the loan and claims received. Non provision of interest is not in compliance with Ind AS 23 "Borrowing Costs". Our opinion for the year ended 31 March 2023, was modified in respect of this matter.

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 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.

9) The Group has incurred net loss during the year and has accumulated losses resulting in negative networth, its current liabilities exceeding current assets resulting in negative working capital and has defaulted in its debt/ other obligations. Accordingly, there exists a material uncertainty about the Groups ability to continue as a "Going Concern" since the future of the Group is dependent upon the successful implementation of the Resolution plan of the Holding Company. The consolidated financial statements has been prepared by the management/ RP assuming going concern basis of accounting, for which we have not been able to obtain sufficient appropriate audit evidence regarding the use of such assumption, based on managements/ RPs assessment of the successful outcome of the ongoing Resolution process with no adjustments having been made to the carrying value of assets and liabilities and their presentation and classification in the consolidated financial statements.

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. 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 as well as Consol 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 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 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.

COST AUDITOR

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

Your RP had taken on record the appointment of M/s Joshi Apte & Associates, Cost Accountants (Firm Registration No 00240) for conduct of audit of the cost records of the Company for the financial year 2024-25.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by M/s. Shravan A. Gupta & Associates, Company Secretaries, Mumbai in compliance with Section 204 of the Companies Act, 2013.

The Company had already taken such steps to ensure the Compliance with related regulations and accordingly informed the Exchanges from time to time. The observations and comments given by the Secretarial Auditor in their report are self-explanatory and hence do not call for any further comments under section 134 of the act.

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2015-16 (including Interim and Final) aggregating to Rs 1,95,828/-. Further, 27,577 corresponding shares, on which dividends were unclaimed for seven consecutive years, were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Corporate Governance Report (forming part of this Annual Report) and are also available on your 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 current presence in each of our operating markets and a clearly articulated expansion pipeline, we are in the process of optimising maximum opportunities and delivering sustained value to all our stakeholders, including our people, communities, business partners, and of course, our students. We are undertaking transformations across functions and processes to make this Company a leader in the Education Sector.

vi. Deposits:

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

vii. Extract of Annual Return:

The Annual Return of the Company as on March 31, 2024, in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Companys website at www.mteducare.com.

viii. Sexual Harassment:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

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/ Code"), the Corporate Insolvency Resolution Process ("CIRP") of MT Educare Limited ("Company") was initiated by Connect Residuary Private Limited (CRPL) An Operational Creditor of the Company. The Operational Creditors petition to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT"), Mumbai bench, on December 16, 2022 ("Insolvency Commencement Date"). 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 had filed an appeal in National Company Law Appellate Tribunal (NCLAT), New Delhi challenging the Order passed by Honble NCLT, Mumbai Bench, accordingly Honble NCLAT, New Delhi stayed the formation of Committee of Creditors ("CoC") till the hearing or Order to be passed by Honble NCLAT, New Delhi. The Honble NCLAT, New Delhi after hearing the parties concerned on August 18^th 2023 the appeal by Mr. Vipin Choudhary got , dismissed and the CIRP process continued. Mr. Ashwin B Shah continued as Deemed Resolution Professional till 22nd January, 2024 and Appointment of Mr. Arihant Nenawati were Confirmed by Honble NCLT Mumbai Bench on 22^nd January, 2024. Mr. Arihant Nenawati took charge of the Company and proceedings and continued the process. In continuation of the process, Form G was published on 8th January 2024. The CoC received expressions of interest from nine Resolution Applicants, some of whom later withdrew. Ultimately, two Applicants submitted Resolution Plans. The CoC has completed the initial negotiations and subsequent discussions with the Applicants. Following the completion of voting for the selection of the resolution plan, it now requires approval from the adjudicating authority, 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:

differential a) Issue of equity shares with rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report. c) Neither the Managing Director nor the Whole- time Directors of the Company received any remuneration or commission from any of its subsidiaries.

xi. Disclosure requirement:

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report (if applicable) are attached, which forms part of this annual report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems . are adequate and operating effectively

BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations which were explained in detail in the Corporate Governance report forming part of this annual report and are also available on the website of the Company i.e 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, the Company has not absorbed or imported any technology.

• Foreign exchange earnings and outgoings

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

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

Your Companys policy on Directors appointment and remuneration and other matters ("Remuneration Policy") pursuant to Section 178(3) of the Act is available on the website of your Company at www.mteducare.com.

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company, extract of remuneration policy is attached and form part of this report.

DISCLOSURES WITH REPSECT TO DEMAT SUSPENSE

ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company has nothing to report with respect to Demat Suspense Account/Unclaimed Suspense Account as per the requirement under Schedule V of the SEBI (LODR) during the year under review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Companies (Amendment and remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2024.

The particulars of employees in compliance of provisions of Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is annexed to this report. The above referred Annexure is also available for inspection by members at the Corporate Office of the Company, for a period of 21 days before the ensuing 18th Annual General Meeting and up to the date of the AGM between 11.00 a.m to 1.00 p.m. on all working days (except Saturday and Public Holidays).

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

ACKNOWLEDGMENTS

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

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

CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion and Analysis describing the companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. Important factors that could affect the companys operations include significant political and / or economic environment in India, tax laws, litigations, interest and other costs.