Zee Learn Ltd Directors Report.

To,

The Members of Zee Learn Limited

Your Directors take pleasure in presenting the Tenth Annual Report of the Company together with Audited Financial Statements for the year ended March 31,2020. This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the secretarial standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act), in relation to the Audited Financial Statements for the Financial Year 2019-2020, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31,2020 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 31,2020, and, of the profits of the Company for the year ended on that date;

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

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

FINANCIAL PERFORMANCE

The Financial performance of your Company for the year ended March 31,2020 is summarized below: (Rs in Lakhs)

Particulars Standalone - Year ended Consolidated - Year ended
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Revenue from Operations 19,437.24 20,977.80 51,482.78 51,724.64
Other Income 2,393.32 1,683.96 4,155.40 3,200.46
Total Income 21,830.56 22,661.76 55,638.18 54,925.10
Total Expenses 9,391.17 11,618.99 34,643.74 35,954.00
Operating Profit/Loss 12,439.39 11,042.77 20,994.44 18,971.10
Less: Finance Cost 2,451.91 1,997.13 5,904.91 4,730.99
Less: Depreciation 872.08 377.19 6,410.60 2,788.54
Profit/Loss before Tax & exceptional items 9,115.40 8,668.45 8,678.93 11,451.57
Less : Exceptional items - - 3,114.65 -
Profit/Loss before Tax 9,115.40 8,668.45 5,564.28 11,451.57
Provision for Taxation (Net) 2,253.48 2,498.86 3,052.81 3,114.22
Profit/Loss after Tax 6,861.92 6,169.59 2,511.47 8,337.35
Less : Appropriations
Transferred to Debenture Redemption Reserve 203.13 406.25 203.13 406.25
Interim/ Final Equity Dividend 326.09 326.07 326.09 326.07
Tax on Interim / Final Equity Dividend 67.03 67.02 67.03 67.02
Balance Carried To Balance Sheet 6,265.67 5,370.25 1,915.22 7,538.01

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Companys internal financial controls were adequate and working effectively during financial year 2019-20.

DIVIDEND

With a view to conserve financial resources in an environment of heightened uncertainty caused by COVID-19 Pandemic, the Board of Directors of the Company has not proposed any dividend for the year ended March 31,2020. Your Company has not paid any Interim Dividend during the financial year under review.

BUSINESS OVERVIEW

With the motto of building the nation through education, your Company is constantly contributing in the field of education across age groups, all the while maintaining its core values of integrity, ownership, leadership, trust and continuous learning. We believe that every child has a unique and infinite potential and we are committed to help children realise their capabilities.

FY20 was a landmark year for Kidzee as it continued its growth story and crossed 1967 operational centres. During FY20, Mount Litera Zee Schools (MLZS) continued its growth story with 139 operational schools.

Your Company delivered on its promise of sustained profitability and improving on margins and has shown growth in profit after tax. Company registered Standalone Revenue of Rs. 1,943.7 Mn in FY20 compared to Rs. 2.097.8 Mn in FY19. Operating EBITDA stood at 1004.6 Mn in FY20, compared to Rs. 935.9 Mn in FY19 (up by 7%). EBIDTA % to operating revenue increases to 52% in FY20 from 45% in FY 19. PBT stood at Rs. 911.5 Mn in FY20, compared to Rs. 866.8 Mn in FY19 (up by 5 %). PAT stood at Rs. 686.2 Mn in FY20, compared to Rs. 616.9 Mn in FY19 (up by 11 %). PAT % to operating revenue increases to 35% in FY20 from 29% in FY19.

Company registered Consolidated Revenue of Rs. 5,563.8 Mn in FY20, compared to Rs. 5,492.5 Mn in FY19. Operating EBITDA stood at Rs. 1.683.9 Mn in FY20, compared to Rs. 1,577.1 Mn in FY19 (up by 7%). EBIDTA % to Operating Revenue increases to 33% in FY 20 from 30% in FY 19. PBT stood at Rs. 867.9 Mn in FY20, compared to Rs. 1145.2 Mn in FY19. PAT stood at Rs. 251.1 Mn in FY20, compared to Rs. 833.7 Mn in FY19.

The improved performance is a result of sustained growth in the business, despite of tough economic conditions. Numerous innovative and state-of-the art technological measures were undertaken for driving efficiencies in running its preschool and K-12 school operations, under the brand names of ‘Kidzee and ‘Mount Litera Zee School respectively.

SHARE CAPITAL

During the year under review, your Company had allotted 14,000 Equity Shares of Re. 1/- each upon exercise of Stock Options by the Option grantees under the Employee Stock Option Scheme. This has resulted an increase in the paid-up equity share capital of the Company from Rs. 32,60,78,725/- to Rs. 32,60,92,725/- comprising of 32,60,92,725 equity shares of Re. 1/- each.

NON-CONVERTIBLE DEBENTURES

Your Company had allotted 650 (Six Hundred Fifty) Rated, Unlisted, Redeemable, Non-Convertible Debentures ("Debentures" Or "NCDs") of the Face Value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) Each, for cash, aggregating upto Rs. 65,00,00,000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandum circulated on Private Placement Basis on which Credit Analysis & Research Limited (CARE) has revised the rating from CARE AA+ (CE) (credit watch with negative implications) to CARE AA (CE) (credit watch with negative implications).

GLOBAL DEPOSITORY RECEIPTS

During the Financial year 2013-14, Global Depository Receipts (GDRs) offer of the Company for 56,17,977 GDRs opened for subscription at an issue price of US$ 3.56 per GDR representing 5,61,79,770 fully paid Equity Shares Re. 1/- each of the Company (each GDR representing 10 Equity Shares). Upon subscription of the GDR, the Company Issued and allotted 5,61,79,770 fully paid Equity Shares of Rs. 19.50 per share underlying Global Depository Receipts ("GDRs") on May 21,2013. 5,61,79,770 Global Depository Receipts have been listed on the Luxembourg Stock Exchange since May 24, 2013. As at March 31,2020, no GDRs have remained outstanding, as all the GDRs have been converted into the underlying equity shares w.e.f. January 15, 2018 which forms part of the existing paid up share capital of the Company.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an ESOP scheme called ZLL ESOP 2010 -AMENDED 2015 Scheme in accordance with the SEBI (Share Based Employees Benefits) Regulations, 2014 for grant of stock options to its eligible employees of the Company and its Subsidiary/ies. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Option Scheme of the Company.

The applicable disclosures under Regulation 14 of the SEBI (Share Based Employees Benefits) Regulations, 2014, relating to the Scheme are posted in Investor Relations section on the Companys website www.zeelearn.com.

During the year under review, 39,62,181 Stock Options were granted on October 22, 2019. These options when vested as per the terms and conditions of the Scheme entitled the option holder to apply for and be allotted equal number of equity shares of face value of Rs. 1/- each at an exercise price of Rs. 18.70 per share respectively being the closing market price of the equity shares of the Company on the National Stock Exchange of India

Limited as on October 18, 2019. Since the options have been granted at the market price, the intrinsic value at grant is Nil and hence there is no charge to the Profit and Loss account. These options will vest in a phased manner over a period of 3 years beginning 2020, and may be exercised within a maximum of four years from the date of vesting, subject to terms and conditions of the Scheme and the grant letter. Your Directors believe this Scheme will help create long term value for shareholders and operate as long term incentive to attract and retain senior managerial talent.

SUBSIDIARY COMPANY/IES

As at March 31,2020, your company had three wholly owned subsidiaries, namely, Digital Ventures Private Limited; Academia Edificio Private Limited; and Liberium Global Resources Private Limited, one subsidiary MT Educare Limited and seven step down subsidiaries.

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

In accordance with Indian Accounting Standard AS110 - Consolidated Financial Statements read with Indian Accounting Standard AS 28 - Accounting for Investments in Associates, and Indian Accounting Standard 111 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report as per Ind As format.

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

Material Subsidiary:

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(C) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys corporate website www.zeelearn.com. In terms of the criteria laid down in the Policy and as per the definition of material subsidiary provided in Regulation 16(1)(c) of the Listing Regulations, Digital Ventures Private Limited and MT Educare Limited is identified as ‘Material, based on the Companys Consolidated Financial Statements for FY 2019-20.

Business Responsibility Report

In terms of Regulations 34 of the Listing Regulations, Business Responsibility Report for FY 2019-20 detailing various initiative taken by the Company on the environmental, social and governance front in prescribed format forms part as a separate section of this Annual Report.

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 Mrs. Mita Sanghavi, Practicing Company Secretary is attached and forms an integral part of this Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2019-20. A declaration to this effect signed by the Chief Executive Officer of the company is contained in this Annual Report. The Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI LODR 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 whereof 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.zeelearn.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys corporate website www.zeelearn.com.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee as on March 31,2020 comprised of Dr. Manish Agarwal, Independent Director as Chairman, Mr. Roshan Lal Kamboj, Independent Director, Mr. Dattatraya Kelkar, Independent Director and Ms. Nanette Dsa, Independent Director as Members.

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.

CSR at Zee Learn is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent, your Company has adopted a unified approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. The Report on CSR activities is given at Annexed to the Directors Report.

I Care Seminars for creating awareness about prevention of child abuse

Through the year, Zee Learn continued its commitment of standing for ‘Whats Right For Child through its Child Abuse Prevention initiative "I Care". Its a module designed to educate adults about child abuse, it teaches to recognise incidence and prevent it further.

As a policy, all adults in the centre including teachers and support staff are trained under I Care. This is further taken to parents and this year, Zee Learn took this initiative to the community at large by conducting events at RWAs and Corporates.

The entire Zee Learn network comprising of preschools and schools across the country aims to sensitise maximum adults in their catchments about the incidence of Child Abuse thereby aiming to create an abuse-free and nurturing environment for every child.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a balanced Board with combination of Executive and NonExecutive Directors. Your Board currently comprises of 6 Directors including 4 (four) Independent Directors, 1 (one) Non-Executive Director and 1 (one) Executive Director. Independent Directors 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. During FY 2019-2020, your Board met 4 (four) times details of which are available in Corporate Governance Report annexed to this report.

During the year under review:

1. Ms. Sangeeta Pandit resigned as Independent Director with effect from October 1, 2019 citing health issues and increasing personal commitments.

2. Mr. Himanshu Modi resigned as Chairman and Non-Executive Director with effect from January 7, 2020

3. Dr. Manish Agarwal ceased to be an Independent Director with effect from business closing hours of March 31, 2020 on completion of his term as an Independent Director.

4. Mr. Roshan Lal Kamboj was appointed as an Additional Director in the category of Independent Director with effect from May 17, 2019.

5. Mr. Dattatraya Kelkar was appointed as an Additional Director in the category of Independent Director with effect from December 30, 2019.

6. Ms. Nanette Dsa was appointed as an Additional Director in the category of Independent Director with effect from March 31,2020.

The Independent Directors who resigned during the year have confirmed that there were no other material reasons other than those provided in their resignation letter(s).

Subsequent to March 31,2020 following changes took place to the Board:

1. Mr. Ajey Kumar resigned as Managing Director with effect from closing hours on August 18, 2020.

2. Mr. Surender Singh was appointed as Additional Director in the category of Non-Executive Director with effect from July 31,2020.

3. Mr. Vikash Kumar Kar was appointed as Additional Director of the Company with effect from August 19, 2020. He was also appointed as Executive Director designated as Whole-Time Director for a period of 5(five) years with effect from August 19, 2020 subject to approval of members at the ensuing AGM.

Your Board places on record its appreciation for contribution of Mr. Ajey Kumar, Ms. Sangeeta Pandit, Mr. Himanshu Modi and Dr. Manish Agarwal as Directors.

None of the Directors are liable to retire by rotation at the ensuing Annual General Meeting of the Company. Based on the recommendations made by Nomination and Remuneration Committee, the Board appointed Mr. Roshan Lal Kamboj as an Additional Director in the category of Non-Executive Independent Director for a period of three (3) years w.e.f. May 17, 2019. The members of the Company at their 9th Annual General Meeting held on September 26, 2019 approved appointment of Mr. Roshan Lal Kamboj as Non-Executive Independent Directors for a term of three (3) years w.e.f. May 17, 2019 upto May 16, 2022.

As per Section 161 of the Act, Mr. Dattatraya Kelkar, Ms. Nanette Dsa, Mr. Surender Singh and Mr. Vikash Kumar Kar shall hold office as Directors of the Company till ensuing AGM. Your company has received notice from member(s) proposing their appointment and requisite proposals seeking your approval for the appointment of these Directors forms part of the Notice of ensuing AGM. Your Board recommends these proposals for approval of the shareholders.

The information as required to be disclosed under the Listing Regulations in case of appointment / 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 Regulations pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

Changes in Key Managerial Personnel:

During the year under review Mr. Umesh Pradhan resigned from the post of Chief Financial Officer w.e.f. the close of business hours of October 7, 2019. Accordingly, the Key Managerial Personnel of the Company as on March 31, 2020 comprises of Mr. Ajey Kumar, Managing Director, Mr. Debshankar Mukhopadhyay, Chief Executive Officer and Mr. Bhuatesh Shah, Company Secretary and Compliance Officer.

Subsequent to March 31, 2020 following changes took place in Key Managerial Personnel:

1. Mr. Debshankar Mukhopadhyay ceased to be Chief Executive Officer of the Company with effect from April 23, 2020.

2. Mr. Vikash Kumar Kar was appointed as Chief Executive Officer of the Company with effect from April 24, 2020.

3. Mr. Rakesh Agarwal was appointed as Chief Financial Officer of the Company with effect from April 7, 2020.

4. Mr. Bhautesh Shah ceased to be Company Secretary with effect from May 12, 2020.

5. Mr. Prashant Parekh was appointed as Company Secretary with effect from July 31,2020

6. Mr. Ajey Kumar ceased to be Managing Director with effect from closing hours on August 18, 2020.

7. Mr. Vikash Kumar Kar was appointed as Additional Director in the category of Executive Director designated as Whole-Time Director with effect from August 19, 2020.

BOARD EVALUATION

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

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.zeelearn.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

AUDITORS

STATUTORY AUDITOR

M/s. MGB & Co. LLP, Chartered Accountants (Firm Registration No. 101169W/W-100035) were appointed as statutory auditors of the company, since inception i.e. from FY 2009-10. In terms of their appointment made at the 9th AGM held on September 26, 2019, they are holding office of the auditors up to the conclusion of the ensuing 10th AGM and hence, would retire at the conclusion of the forthcoming 10th AGM.

As per provisions of Section 139 of the Companies Act, 2013 (‘the Act), no listed Company shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. It further provides that an audit firm which has completed its two terms of five consecutive years, shall not be eligible for re-appointment as auditor in the same company for five years from the completion of such term.

Since, M/s. MGB & Co. LLP, Chartered Accountants, will complete its two terms of five consecutive years as Statutory Auditors of the Company at the ensuing AGM, the Company required to appoint a new auditor in place of retiring auditors for the Financial Year 2020-21.

Accordingly, as per the said requirements of the Act, M/s. Ford Rhodes Parks & Co. LLP., Chartered Accountants (Firm Registration No. 102860W/W100089) are proposed to be appointed as Statutory Auditors for a period of a term of 5 years commencing from the conclusion of ensuing AGM till the conclusion of the AGM to be held for the financial year 2024-25, subject to approval of the Members.

M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors have recommended the appointment of M/s. Ford Rhodes Parks & Co. LLP, Chartered Accountants, as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the AGM to be held for the financial year 2024-25, to the shareholders.

Report of Statutory Auditors

For the FY 2019-20, the Auditors of the Company have issued modified opinion in its report on the Financial Statements of the Company and forms part of this Annual Report.

During the year the Statutory Auditors had not reported 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.

COST AUDITOR

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

Your Directors had, on the recommendation of the Audit Committee and on ratification of its Members appointed M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm Registration No 101329) for conduct of audit of the cost records of the Company for the financial year 2020-21.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mrs. Mita Sanghavi, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of the Companies Act, 2013 and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder for the financial year ended March 31, 2020 has been annexed to this Board Report and forms part of the Annual Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the Financial Year 2019-20 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Mrs. Mita Sanghavi. Practicing Company Secretaries has been submitted to the Stock Exchanges within the prescribed timelines.

The report of Secretarial Auditor and Annual Secretarial Compliance Report do not contain any qualification, reservation or adverse remark or disclaimer or modified opinion.

Compliance of the Secretarial Standards

The Company has complied with applicable Secretarial Standards on Meeting of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

DISCLOSURES

I Particulars of loans, guarantees and investments :

Particulars of loans, guarantees and investments made by the Company required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the Listing Regulations and under section 186 (4) of the Companies Act, 2013 are contained in Note No. 40 to the Standalone Financial Statements which forms part of this Annual Report.

ii. Transactions with Related Parties :

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

iii. Risk Management:

The 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 reportable material weakness in the design or operation was observed.

v. Deposits:

The Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

vi. Extract of Annual Return:

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

vii. Sexual Harassment:

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

viii. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

ix. 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 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.

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

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since this business do not involve any manufacturing activity, most of the information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. However, the information as applicable are given hereunder:

Conservation of Energy:
(i) Steps taken or impact on conservation of energy Your Company being a service provider requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy and avoid wastages and conserve energy as far as possible.
(ii) Steps taken by the Company for utilizing alternate sources of energy
(iii) Capital investment on energy conservation equipments
Technology Absorption:
(i) The efforts made towards technology absorption
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution In its endeavor to deliver the best to its users and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology imported b. The year of import c. Whether the technology been fully absorbed d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review, there were no Foreign Exchange Earnings and the particulars of Foreign Exchange out go is given in Note no. 50 of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

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.