Directors Report of Aptech Ltd.

Mar 31, 2025

Your directors are pleased to present their Twenty Fifth (25^th) Annual Report on the business and operations of your Company
together with the Audited Financial Statements for the year ended March 31,2025, in compliance to the Companies Act, 2013 ("Act").

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS:

The financial results of the Company for the Financial year ended March 31, 2025, are presented below:

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31,2025	March 31, 2024	March 31,2025	March 31, 2024
Revenue from Operations	21,889.30	21,316.44	46,010.10	43,680.55
Other income	2,669.49	2,868.51	1,601.03	1,586.76
Total revenue	24,558.79	24,184.95	47,611.13	45,267.31
Profit before finance cost, depreciation and tax & exceptional items	4,342.92	4,225.65	4,500.04	5,721.87
Finance cost & depreciation	350.10	416.85	949.93	975.11
Profit before tax & exceptional items	3,992.82	3,808.80	3,550.11	4,746.76
Exceptional items	-	-	(75.65)	(710.31)
Profit before tax but after exceptional items	3,992.82	3,808.80	3,474.46	4,036.45
Provision for taxation (incl. deferred tax)	1,296.68	595.57	1,566.58	1,132.29
Profit after tax	2696.14	3,213.23	1,907.88	2,904.16
Other comprehensive income	(179.34)	(79.88)	(182.92)	(96.90)
Total comprehensive income	2,516.80	3,133.35	1,724.96	2,807.26
Total equity	26,190.42	26,264.51	25,132.41	25,998.35
Earnings per share (of '' 10 each)
Basic EPS ('')	4.65	5.54	3.29	5.01
Diluted EPS ('')	4.65	5.54	3.29	5.01

OPERATIONS REVIEW:

The Company delivered a consolidated operating revenue of
''46,010 lakhs for the financial year ended March 31, 2025,
reflecting a 5.33% growth over ''43,681 lakhs in FY 2023-24.

The Retail segment remained the primary growth driver,
posting revenues of ''42,492 lakhs, an 11.44% year-on-year
increase from ''38,131 lakhs in the previous year. Margin
moderation in this segment was primarily due to increased
investments in brand-building, digital outreach, and below-
the-line marketing initiatives aimed at enhancing lead
generation and driving footfalls across centres.

The Institutional segment contributed ''3,518 lakhs in
revenue. Despite facing a temporary slowdown due to the
general elections and delayed order cycles from government
departments, the segment remains strategically significant.
With stable fundamentals and renewed government focus
and policy momentum post-elections, it is poised for long¬
term growth and realignment.

Other income increased to ''1,601 lakhs, driven by higher
interest earnings on bank deposits, reflecting a 90 bps rise
over the previous year.

During the year, the Company recorded a foreign exchange
loss of ''76 lakhs, significantly lower than the ''710 lakhs

loss in FY 2023-24, owing to the continued devaluation of the
Nigerian Naira. This loss was classified as an exceptional
item due to significant devaluation in Nigerian currency.

Profit Before Tax (PBT) after exceptional items stood at ''3,474
lakhs, compared to ''4,036 lakhs in FY 2023-24. The effective
tax rate rose to 45.09% (vs. 28.05% last year) due to Minimum
Alternate Tax (MAT) credit reversal, resulting in a Profit After
Tax (PAT) of ''1,908 lakhs, down from ''2,904 lakhs in the
previous year.

Earnings Per Share (EPS) for the year was ''3.29, compared to
''5.01 in FY 2023-24.

The Company continues to maintain a strong debt-free
balance sheet, with cash and cash equivalents amounting to
''19,537 lakhs as on March 31, 2025.

For a comprehensive analysis of business strategy, segmental
performance, and operational achievements, please refer
to the Management Discussion and Analysis section of this
Annual Report.

TRANSFER TO RESERVES:

During the financial year under review, the Company has not
made any transfer to the General Reserve.

INVESTOR RELATIONS:

The Company has a robust investor grievance mechanism
that enables shareholders to reach out via email or written
communication to either the Company or its Registrar and
Transfer Agent (RTA). To ensure transparency, all critical
information is promptly uploaded on the Company''s website
and disclosed to stock exchanges in compliance with SEBI
regulations. Please refer https://www.aptech-worldwide.com/
investors for Investors/ Analyst Interactions held during the year.

HUMAN CAPITAL MANAGEMENT:

During the financial year, the Human Resources function remained
instrumental in aligning people strategies with business objectives,
reinforcing our position as a leading employer. Key initiatives
included fostering a cohesive, performance-driven culture,
digitizing onboarding and orientation, and deploying advanced
analytics to enhance workforce insights and decision-making. The
Human Resources function also introduced AI-powered, byte¬
sized learning modules to support agile, personalized employee
development. As a testament to the efforts, the Company
maintained a strong 4.2 rating on Glassdoor as of March 31,2025.

DIVIDEND:

The Board of Directors at their meeting held on May 08, 2025,
have declared an Interim Dividend of ''4.50 per Equity Share
(45%) for the Financial Year 2024-25.

In terms of regulation 43A of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company at its meeting held on May 21, 2021,
have approved and adopted the Dividend Distribution Policy
and the same is uploaded on the Company''s website:

https://www.aptech-worldwide.com/downloads/InvestorPolicy/

dividend-distribution-policy-aptech.pdf

NUMBER OF MEETINGS OF THE BOARD:

During the financial year, the Board convened five times: on
May 02, 2024; August 02, 2024; November 11, 2024; January
25, 2025; and February 03, 2025. The interval between
any two meetings remained within the statutory limit of
120 days, in full compliance with the Companies Act, 2013.
Comprehensive details of Board meetings are provided in the
Corporate Governance Report, which forms an integral part of
this Integrated Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Reappointment of Directors retiring by rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and other applicable provisions
(including any Statutory modification(s) or re-enactments),
as well as the Articles of Association of the Company,
Mr. Rajiv Agarwal (DIN: 00379990), and Mr. Utpal Sheth (DIN
: 00081012) Non-Executive Directors, retires by rotation at
the forthcoming Annual General Meeting and, being eligible,
offers themselves for re-appointment. It is further noted that

the Executive Directors and Independent Directors of the
Company are not subject to retirement by rotation.

APPOINTMENT & CESSATION OF DIRECTORS:

Mrs. Vandana Chamaria (DIN: 07131829) was appointed as
an Additional Director (Non-Executive, Independent) of the
Company with effect from August 02, 2024, for a term of
five consecutive years. Her appointment was duly approved
and regularized by the shareholders at the Annual General
Meeting held on September 26, 2024.

The Board appointed Mr. Atul Jain (DIN: 07434943) as a
Managing Director and Chief Executive Officer (Designate) of
the Company for a term of five years with effect from August
03, 2024. He was subsequently re-designated and appointed
as the Managing Director and Chief Executive Officer (MD &
CEO) with effect from November 01, 2024. However, Mr. Jain
tendered his resignation due to personal reasons, and the
same was accepted by the Board. His tenure as MD & CEO
concluded with effect from January 30, 2025.

Ms. Madhu Jayakumar (DIN: 00016921), Non-Executive,
Independent Director of the Company, completed her second
term and ceased to hold office with effect from September
23, 2024, upon completion of her tenure. The Board places on
record its sincere appreciation for her valuable contributions
and guidance during her association with the Company.

Mr. Anuj Kacker (DIN: 00653997) ceased to hold office as
Whole-time Director and Interim Chief Executive Officer (CEO)
of the Company upon completion of his tenure on October 31,
2024. The Board places on record its sincere appreciation for
his leadership and contributions during his tenure.

Mr. Amit Goela (DIN: 01754804) was appointed as an Additional
Director (Non-Executive, Non-Independent) of the Company
with effect from January 25, 2025, for a term of five years,
subject to shareholders'' approval. His appointment was
subsequently regularized by the Shareholders through a postal
ballot, the result of the same was declared on April 05, 2025.

Mr. Vishal Gupta (DIN: 10388230) was appointed as an
Additional Director (Non-Executive, Non-Independent) of the
Company with effect from January 25, 2025, for a term of five
years, subject to shareholders'' approval. His appointment was
subsequently regularized by the Shareholders through a postal
ballot, the result of the same was declared on April 05, 2025.

Mr. Sandip Weling (DIN: 10479066) was appointed as a Whole¬
time Director of the Company for a term of five years with effect
from April 29, 2025, subject to approval by the Shareholders.
His appointment was subsequently regularized through postal
ballot, the result of the same was declared on July 19, 2025.

Mr. Neeraj Malik (DIN: 07611462) was appointed as a Whole¬
time Director of the Company for a term of five years with effect
from April 29, 2025, subject to approval by the Shareholders.
His appointment was subsequently regularized through postal
ballot, the result of the same was declared on July 19, 2025.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP):

Mr. T. K. Ravishankar retired from the position of Chief
Financial Officer of the Company effective June 30, 2024. The

Board places on record its deep appreciation for his invaluable
contributions and dedicated service during his tenure.

Mr. Pawan Nawal was appointed as Chief Financial Officer
(Designate) of the Company on March 15, 2024. Upon the
retirement of Mr. T.K. Ravishankar, he was re-designated
as the Group Chief Financial Officer of the Company and
its subsidiaries. Based on the recommendations of the
Nomi nation & Remunerati on Commi ttee and the Aud it
Committee, he was also designated as a Key Managerial
Personnel (KMP) pursuant to Section 203 of the Companies
Act, 2013, with effect from August 02, 2024.

Mr. Akshar Biyani resigned from the position of Company
Secretary and Compliance Officer of the Company due to
personal reasons, with effect from October 14, 2024. Following
his resignation, Ms. Shruti Laud was appointed as the Compliance
Officer and designated as a Key Managerial Personnel (KMP) of
the Company with effect from November 11,2024. Subsequently,
she was appointed as the Company Secretary and Compliance
Officer with effect from January 25, 2025.

PERFORMANCE EVALUATION OF THE BOARD AND
DIRECTORS:

In accordance with the provisions of the Companies Act,
2013 and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of
Directors conducted the annual performance evaluation of
the Board, its Committees, and individual Directors, including
Independent Directors, during the year under review.

The evaluation was carried out through a structured
questionnaire designed to assess various aspects such
as the composition and effectiveness of the Board and its
Committees, Board dynamics and culture, fulfilment of duties
and responsibilities, and adherence to governance practices.
The evaluation process incorporated feedback from each
Director and was aligned with the parameters outlined in the
SEBI Guidance Note on Board Evaluation dated January 05,
2017.

The Independent Directors, at their meeting held on March
19, 2025, carried out a review of the performance of the Board
as a whole, including that of the Non-Independent Directors
and the Chairperson. The evaluation was conducted through
a combination of qualitative and quantitative assessments,
with particular emphasis on the adequacy and timeliness of
the flow of information between the Company''s management
and the Board, enabling the Board to effectively discharge its
responsibilities.

The details of the evaluation process are set out in the
Corporate Governance Report which forms a part of this
Annual Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

All newly appointed independent directors were provided with
a comprehensive familiarization programme covering the
Company''s operations and governance framework. Details of
this programme are disclosed in the Corporate Governance
Report. The website link for the familiarization programme is:

https://www.aptech-worldwide.com/downloads/

InvestorPolicy/Familiarisation-for-Independent-Directors-

of-Aptech-Limited.pdf

INDEPENDENT DIRECTORS:

All Independent Directors have submitted declarations
confirming compliance with the criteria of independence
as prescribed under Section 149(6) of the Companies Act,
2013 and Regulation 16(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further,
all Independent Directors have registered themselves with
the Independent Directors'' databank and complied with the
requirements under Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

In accordance with Regulation 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
all Independent Directors have confirmed that they are not
aware of any circumstance or situation which exists or may
reasonably be anticipated to impair their ability to discharge
their duties independently, objectively, and without external
influence. Further, as required under Regulation 25(9) of
SEBI (LODR) Regulations, 2015, the Board of Directors has
evaluated and taken on record the veracity of the disclosures
and confirmations received from the Independent Directors.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the
Companies Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual
Return in Form MGT-7 for the financial year 2024-25
is available on the Company''s website at: www.aptech-
worldwide.com/.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Particulars of loans, guarantees, and investments covered
under Section 186 of the Companies Act, 2013 are disclosed
in the notes to the financial statements forming part of this
Annual Report.

RELATED PARTY TRANSACTIONS:

All contracts, arrangements, and transactions entered into
by the Company with Related Parties during the year under
review were in the ordinary course of business and conducted
on an arm''s length basis, in compliance with the applicable
provisions of the Companies Act, 2013. The Board of Directors,
based on the recommendations of the Audit Committee, has
duly ratified and approved the omnibus approvals for Related
Party Transactions for the financial years 2024-25.

In accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated a Policy on Related Party Transactions. The Policy
is available on the Company''s website and can be accessed at:

https://www.aptech-worldwide.com/downloads/
InvestorPolicy/AptechRPTPolicy FINAL.pdf

The Company has not entered into any Material Related
Party Transactions during the year, in accordance with
the provisions of the Companies Act, 2013. A confirmation
to this effect, as required under Section 134(3)(h) of the
Companies Act, 2013, is provided in Form AOC-2, annexed
as Annexure I to this Annual Report.

Further, pursuant to Regulation 23(5)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, transactions entered into between the Company and its
wholly-owned subsidiaries—whose accounts are consolidated
with the Company and placed before the shareholders at the
general meeting for approval—are exempt from obtaining
separate approval under Regulation 23(4) of the SEBI (LODR)
Regulations, 2015. Accordingly, no shareholder approval
is required for such Related Party Transactions under the
prevailing regulatory framework.

SUBSIDIARIES:

As on March 31, 2025, the Company has five subsidiaries.
There has been no material change in the nature of business of
these subsidiaries during the year under review. The Company
does not have any associate or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013.

In compliance with Section 129(3) of the Act, a statement
containing the salient features of the financial statements
of the Company''s subsidiaries, including their contribution
to the overall performance of the Company, is presented
in Form AOC-1, which forms part of this Annual Report.
Further, pursuant to Section 137 of the Act, all necessary
compliances and statutory filings, including the uploading of
accounts of the Company''s foreign subsidiaries, have been
duly completed.

Additionally, in accordance with the provisions of Section
136 of the Act, the audited standalone and consolidated
financial statements of the Company, together with the
Auditors'' Report and all other documents required under the
law, including the financial statements of its subsidiaries,
are available on the Company''s website at https://www.
aptech-worldwide.com/downloads/InvestorPolicy/Policy-on-
Material-Subsidiaries2.0-FINAL.pdf

NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted a Nomination and
Remuneration Policy in accordance with the provisions of
the Companies Act, 2013 and the Rules framed thereunder,
as well as the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy outlines the
criteria for appointment, removal, and remuneration of
Directors, Key Managerial Personnel, and other employees.
The Nomination and Remuneration Policy is available on the
Company''s website at: https://www.aptech-worldwide.com/
downloads/InvestorPolicy/Remuneration Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY:

The Company has duly constituted a Corporate Social
Responsibility (CSR) Committee in compliance with the
provisions of Section 135 of the Companies Act, 2013, read

with the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The Company is engaged in CSR activities in the following
areas:

• Eradicating poverty, hunger and malnutrition, promoting
health care which includes sanitation and preventive
health care, contribution to the Swach Bharat Kosh
set-up by the Central Government for the promotion of
sanitation and making available safe drinking water.

• Improvement in education which includes special
education and employment strengthening vocation skills
among children, women, elderly and the differently abled
and livelihood enhancement projects.

• Improving gender equality, setting up homes and hostels
for women and orphans, empowering women, setting up
old age homes, day care centres and such other facilities
for senior citizens and measures for reducing inequalities
faced by socially and economically backward groups.

The CSR Policy is available on the Company''s website at:
https://www.aptech-worldwide.com/about-us/corporate-
social-responsibility. Disclosures relating to CSR activities,
as required under the Companies Act, 2013, form part of this
Annual Report and are provided in Annexure II.

DEPOSITS:

During the year under review, the Company has not accepted
any deposits as defined under Sections 73 and 74 of the
Companies Act, 2013, read with the Companies (Acceptance
of Deposits) Rules, 2014.

INSURANCE:

The Company has secured adequate insurance coverage for
its assets, commensurate with its operational requirements.

MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on Management Discussion and Analysis, as
mandated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms an integral part of
this Annual Report.

CORPORATE GOVERNANCE:

Effective corporate governance is essential for maintaining
stakeholder trust and achieving long-term business success.
It reflects the Company''s commitment to ethical conduct,
transparency, and accountability. Corporate governance
encompasses the overall management framework of the
organization, including its structure, culture, policies, and
interactions with stakeholders. As global investors increasingly
focus on governance standards and corporate performance,
strong governance practices have become central to sustainable
growth and competitiveness.

In accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
a separate Report on Corporate Governance forms part of
this Annual Report. The Auditor''s Certificate confirming

compliance with the conditions of Corporate Governance is
annexed as Annexure III.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
directors make the following statement that:

i. In the presentation of the Annual Accounts for the year
ended March 31, 2025, applicable accounting standards
have been followed and that there are no material
departures;

ii. They have, in the selection of the accounting policies,
consulted the statutory auditors and have applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company for the year ended
March 31, 2025 and of the profit of the Company for the
year ended on that date;

iii. They have taken proper and sufficient care, to the best
of their knowledge and ability, for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going
concern basis;

v. Internal financial controls followed by the Company are
adequate and were operating effectively;

vi. The proper systems to ensure compliance with the
provisions of all applicable laws were adequate and
operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO IF ANY:

The information required under Section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, is provided below:

Conservation of Energy:

Although the Company''s operations are not energy-intensive,
adequate measures have been undertaken to conserve energy
wherever possible.

Technology Absorption:

The Company continues to adopt and leverage advanced
technologies to enhance productivity and improve the quality
of its services.

Research & Development:

Technological obsolescence is certain. We encourage
continuous innovation and research and development for
measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo:

Details of foreign exchange earnings and outgo, if any, are
disclosed in the Notes to the Financial Statements.

DETAILS OF REMUNERATION AS REQUIRED UNDER
SECTION 197 OF THE COMPANIES ACT, 2013, READ
WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

The information required under Section 197 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
provided in Annexure IV to this Report.

NON-EXECUTIVE DIRECTORS:

REMUNERATION OF DIRECTORS AND DISCLOSURE
UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

Non-Executive, Independent Directors of the Company are
entitled to sitting fees for attending meetings of the Board, its
Committees, and separate meetings of Independent Directors.
Additionally, they are paid commission as approved by the
Shareholders. Detailed disclosures on the remuneration
of Non-Executive Directors are available in the Corporate
Governance Report.

The Non-Executive, Non-Independent Directors do not receive
any remuneration from the Company.

In accordance with Section 197(12) of the Companies Act, 2013,
read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
statement containing the particulars of employees forms part of
this Report as Annexure V. However, pursuant to the provisions
of Section 136(1) of the Companies Act, 2013, and the rules made
thereunder, the Annual Report being sent to the Shareholders
excludes this annexure. Shareholders interested in obtaining
the said annexure may write to [e-mail] prior to the date
of the Annual General Meeting. The Company shall provide the
information in electronic mode upon request.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

In compliance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressall
Act, 2013, the Company has implemented a comprehensive
Policy on Prevention of Sexual Harassment at Workplace.
An Internal Complaints Committee (ICC) has been duly
constituted to address and resolve complaints in accordance
with the provisions of the Act.

During the year under review, one complaint was received,
duly investigated, and resolved in line with the prescribed
procedures.

The Company affirms its compliance with the provisions
pertaining to the constitution and functioning of the ICC as
mandated under the Act.

Sr. No.	Particulars	Total Count
1	Number of complaints of sexual harassment received in the year	1
2	Number of complaints disposed off during the year	1
3	Number of complaints disposed off during the year	0

COMPLIANCE WITH THE PROVISIONS OF THE
MATERNITY BENEFIT ACT, 1961

Pursuant to the latest circular and in accordance with the
provisions of the Maternity Benefit Act, 1961, the Company
confirms its full compliance with all applicable requirements
of the Act.

The Company extends all mandated benefits, including paid
maternity leave, nursing breaks, and job protection during
maternity, to eligible women employees. Robust internal
policies and procedures are in place to ensure consistent
adherence and to foster a safe, inclusive, and equitable
workplace.

No complaints or instances of non-compliance were reported
during the financial year under review.

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Companies Act,
2013 read with Companies (Audit and auditors) Rules, 2014
as amended from time to time, M/s. Bansi S. Mehta & Co
(ICAI Firm Registration No. 100991W) were appointed as
the Statutory Auditors from the conclusion of the Twenty
Second Annual General Meeting held on August 05, 2022 till
conclusion of the Twenty Seventh Annual General Meeting.

There are no qualifications, reservations or adverse remarks
in their Audit Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the applicable rules framed thereunder, the
Company has appointed M/s. S. G & Associates, Practising
Company Secretaries, to conduct the Secretarial Audit for the
financial year under review.

In compliance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Secretarial Audit Report of MEL
Training and Assessments Limited, a material unlisted
subsidiary, has also been annexed along with the
Secretarial Audit Report of the Company. Both reports
form part of the Board''s Report and are collectively
annexed as Annexure VI.

The Secretarial Audit Reports and the Secretarial Compliance
Reports do not contain any qualification, reservation, or
adverse remark, except as specifically stated therein.

COST AUDITORS:

In accordance with Section 148 of the Companies Act, 2013
and based on the recommendation of the Audit Committee,

the Board of Directors, at its meeting held on August 02, 2024,
appointed M/s. SAPSJ & Associates, Cost Accountants (Firm
Registration No. 000445), as the Cost Auditors of the Company
for the Financial Year 2024-25.

The Cost Auditors have confirmed that their appointment is in
compliance with the provisions of Sections 141 and 148 of the
Companies Act, 2013 and other applicable regulations.

Pursuant to the provisions of the Act, the remuneration
payable to the Cost Auditors was placed before the Members
at the 24th Annual General Meeting and duly ratified.

COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013, read
with the Companies (Cost Records and Audit) Rules, 2014, the
Company is required to maintain cost records. Accordingly, the
Company has duly maintained the prescribed cost accounts
and records for the financial year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Pursuant to the SEBI Notification dated May 5, 2021,
Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, was amended to mandate
that the top 1,000 listed entities by market capitalization
submit a Business Responsibility and Sustainability Report
(BRSRl in place of the earlier Business Responsibility Report
(BRRl, effective from the Financial Year 2022-23. The
BRSR outlines disclosures on environmental, social, and
governance (ESG) initiatives in the prescribed format.

In compliance with Regulation 34(2)(f) of the Listing
Regulations, the Company has prepared the BRSR for the
Financial Year 2024-25, which forms part of this Annual
Report. The report has been prepared in accordance with the
format specified by SEBI through its circulars dated May 10,
2021, July 12, 2023, and as amended from time to time.

FRAUD REPORTED BY AUDITOR UNDER SECTION
143(12) OF THE COMPANIES ACT, 2013:

During the year under review, no instance of fraud was
reported by the auditors under Section 143(12) of the
Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI) relating to Meetings of the Board of Directors and
General Meetings.

CODE OF CONDUCT FOR REGULATING, MONITORING,
AND REPORTING OF INSIDER TRADING:

The Company has adopted a comprehensive Code of Conduct in
accordance with the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor, and report trading activities by
designated persons and their immediate relatives.

The Code outlines the procedures to be followed while trading
or dealing in the Company''s securities and for handling and
sharing of Unpublished Price Sensitive Information (UPSIl.
It includes provisions for maintaining a structured digital
database, mechanisms to prevent insider trading, and
measures to sensitize designated persons on the importance
and confidentiality of UPSI.

Additionally, the Code incorporates the principles of fair
disclosure of UPSI and the related practices and procedures.
The same is available on the Company''s website at https://
www.aptech-worldwide.com/downloads/code-of-conduct/
V3-COC-Clean-10.09.2024.pdf

INTERNAL FINANCIAL CONTROL:

Pursuant to Section 134(5)(e) and other applicable provisions
of the Companies Act, 2013, the Company has established
robust systems, standards, and procedures to ensure the
implementation of adequate Internal Financial Controls
across its operations. These controls have been designed
to provide reasonable assurance regarding the reliability of
financial reporting and compliance with applicable laws and
regulations, and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Except as otherwise stated in this Report, there have been no
material changes or commitments affecting the financial position
of the Company between the end of the financial year to which the
financial statements pertain and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE:

During the Financial Year 2024-25, no significant or material
orders were passed by any regulatory authority, court, or
tribunal that would impact the Company''s going concern
status or its future operations, except as disclosed in the
Corporate Governance Report.

ACKNOWLEDGEMENTS:

The Board of Directors extends its sincere appreciation to
all stakeholders for their continued support and trust. The
Company is grateful for the valuable cooperation received from
its shareholders, bankers, financial institutions, government
authorities, corporate clients, customers, and business partners.

The Board also places on record its deep appreciation for the
dedication, commitment, and contributions of all employees,
whose efforts have been integral to the Company''s growth and
success.

For and on behalf of the Board of Directors

Sd/- Sd/-

Ameet Hariani Rajiv Agarwal

Chairman Director

DIN: 00087866 DIN:00379990

Place: Mumbai Place: Mumbai

Date: August 04, 2025 Date: August 04, 2025

---

Mar 31, 2024

Your Directors are pleased to present their Twenty Fourth (24^th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31,2024 in compliance with the Companies Act, 2013 ("Act").

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Financial year ended March 31, 2024, are presented below:

('' In lakhs)

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31,2024	March 31,2023	March 31, 2024	March 31,2023
Revenue from operations	21,316.44	26,769.30	43,680.55	45,691.68
Other income	2,868.51	1,284.41	1,586.76	1,316.94
Total revenue	24,184.95	28,053.71	45,267.31	47,008.62
Profit before finance cost, depreciation, tax and exceptional item	4,225.65	6,741.39	5,721.87	8,889.95
Finance cost & depreciation	416.85	391.02	975.11	663.85
Profit before tax & exceptional items	3,808.80	6,350.37	4,746.76	8,226.10
Exceptional items	-	-	(710.31)	-
Profit before tax but after exceptional items	3,808.80	6,350.37	4,036.45	8,226.10
Provision for taxation (incl. deferred tax)	595.57	816.38	1,132.29	1,457.39
Profit after tax	3,213.23	5,533.99	2,904.16	6,768.71
Other comprehensive income	(79.88)	(85.94)	(96.90)	(113.78)
Total comprehensive income	3,133.35	5,448.05	2,807.26	6,654.93
Earnings per share (of '' 10 each)
Basic EPS (?)	5.54	9.55	5.01	11.69
Diluted EPS (?)	5.54	9.54	5.01	11.67

OPERATIONS REVIEW

The Company''s consolidated Operating Revenue for the year ended March 31, 2024, stood at '' 43,681 lakhs as compared to '' 45,692 lakhs in FY 2022-23. The decline of 4.4% in revenue was majorly due to the Hollywood strike disrupting the Indian Animation and VFX industry, Nigeria''s currency depreciation impacting international retail and intense competition in the Beauty segment for the retail business. While the institutional business got majorly impacted due to shift of assessments from computer-based test to Paper and Pencil mode.

The Retail segment reported strong revenue growth of 33.8% YOY, with a 11.5% increase in functional profit for the current year. The Institutional segment''s operating revenue declined from '' 17,193 lakhs in FY 2022-23 to '' 5,550 lakhs in FY 2023-24. Despite these challenges, there are opportunities for strategic improvement and future growth in the Institutional segment.

In FY 2023-24, the total EBITDA (Operating Profit) stood at '' 5,722 lakhs as compared to '' 8,890 lakhs in FY 2022-23. The Other Income for the current year increased by 20.5% to '' 1,587 lakhs as compared to FY 2022-23 primarily due to higher interest income on bank deposits. The overall effective tax rate for the current year stood at 28.1% compared to 17.7% primarily due to higher MAT credit entitlement in FY 2022-23.

During FY 2023-24, due to devaluation of Nigerian currency (Naira), the Company incurred a foreign currency loss of '' 710 lakhs on reinstating bank balances and trade receivables. The drop in currency price being of an exceptional nature, the resulting loss reflected as an exceptional item.

In FY 2023-24, Profit Before Tax after exceptional items (PBT) stood at '' 4,036 lakhs as compared to '' 8,226 lakhs in the previous year. The Profit After Tax (PAT) for the current year stood at '' 2,904 lakhs as compared to '' 6,769 lakhs in FY 2022-23. The basic EPS for the current year was '' 5.01 as compared to '' 11.69 in FY 202223. The Company maintained a zero-debt balance sheet, with Cash and Cash Equivalents including short term investments amounting to '' 19,893 lakhs as on March 31,2024.

For more information on Business overview, Business strengths and strategies, Operational highlights and Segment-wise financial performance of the Company, refer to Management Discussion and Analysis section of this Annual Report.

QUALITY INITIATIVE

The Company continues to strengthen its commitments to superior levels of quality, customer experience and services management and privacy practice and mature business continuity management.

TRANSFER TO RESERVE

The Company has not transferred any amount to the general reserve during the current financial year.

INVESTOR RELATIONS

Your Company has an active Investor Relation function that engages with Investors and proactively solicits inputs from them. In the Financial year 2023-24, your Company maintained its interaction with investors through video and audio conference calls. The top management, including the Whole-time Director & Interim CEO and top Senior Management spent significant time to interact with investors to communicate the strategic direction of the business, capital allocation policy and various other businesses. All the investors'' connection events including quarterly earning calls / analyst meet conducted during the year were also well attended by investors and analyst.

Your company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company''s website and disclosed to exchanges as per SEBI mandates.

Please refer https://www.aptech-worldwide.com/pages/ investor-relations/investorrelations.aspx for Investors / Analyst Interactions held during the year.

DIVIDEND

The Board of Directors at their meeting held on May 02, 2024, have declared Interim Dividend of '' 4.50 per Equity Share (45%) for the Financial Year 2023-24. The Company fixed May 10, 2024, as the Record date for the purpose of determining the entitlement of members to receive the Interim Dividend.

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on May 21, 2021 have approved and adopted the Dividend Distribution Policy and the same is uploaded on the Company''s website: https:// www.aptech-worldwide.com/downloads/InvestorPolicy/ DIVIDENDDISTRIBUTIONPOLICY-APTECH.pdf

BONUS ISSUE

The Board at its meeting held on May 24, 2023, approved and recommended the issue of Bonus Shares to the holders of Equity Shares of the Company in 2:5 ratio by issue of 2 (Two) Equity Shares of '' 10/- each for 5 (five) fully paid-up existing Equity Shares of '' 10/- each as on the record date which was approved by the Members of the Company on July 05, 2023 by Postal Ballot. The aforesaid Bonus issue was completed within the prescribed time frame and capital redemption reserve was utilized to implement the Bonus issue.

Further, the Company has transferred certain exceptional compliance cases of bonus shares to its designated Unclaimed Securities Suspense Escrow Account. The shareholders in such cases are required to complete such compliance formalities with the Registrar and Share Transfer Agent (KFIN Technologies Limited) in order to claim their Bonus Entitlement.

DIRECTORS

During the financial year 2023-24, the Directors met Six times on May 24, 2023, June 19, 2023, July 18, 2023, August 04, 2023, November 01, 2023 and February 06, 2024. The gap between two meetings during the year did not exceed 120 days.

In accordance with the provisions of Section 152 and other applicable provisions, of the Act (including any Statutory modification(s) or re-enactments) and the Article of Association of the Company, Mr. Utpal Sheth (DIN: 00081012), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Executive Directors and Independent Directors of the Company are not liable to retire by rotation.

Mr. Nikhil Dalal (DIN: 00316871) whose first term of Five years got completed on May 30, 2023 and who met with the criteria of independence and eligible for re-appointment, was duly reappointed for the second term of Five years by the Board of Directors in their Meeting held on May 24, 2023 which was approved by the members of the Company on August 26, 2023 by Postal Ballot.

Dr. Anil Pant, Managing Director & CEO had informed the Company that on account of sudden deterioration of his health, he has proceeded on indefinite leave from June 20, 2023. Further, as an interim measure the Board of Directors duly constituted an Interim Committee of certain Members of the Board and Senior Management of the Company to ensure smooth functioning and continuity of operations of the Company.

Further, the Board on recommendation of the Nomination and Remuneration Committee has appointed Mr. Anuj Kacker, the Whole time Director as an Interim CEO of the Company with effect from July 18, 2023 for an interim period until further decisions by the Board of Directors of the Company. The Company deeply acknowledges the contributions made by Late Dr. Anil Pant, Managing Director and Chief Executive Officer, who left for heavenly abode on August 15, 2023.

Furthermore, on recommendations of the Nomination and Remuneration Committee, the Board of Directors in their Meeting held on February 06, 2024, appointed Mr. Sivaramakrishnan S. Iyer (DIN:00503487) and Mr. Ameet Hariani (DIN: 00087866), as Additional Directors (in capacity of Independent Directors) of the Company with effect from February 06, 2024 duly regularized by approval of the Members of the Company on March 14, 2024 by Postal Ballot and who have submitted a declaration that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 consecutive years i.e., February 6, 2024 upto February 5, 2029.

Mr. Vijay Aggarwal and Mr. Ramesh Damani (Independent Directors) of the Company completed their tenure (second term of five years) as Independent Directors on March 31,2024. The Board and the Company acknowledged deep gratitude towards their unmatched contribution to the Company.

The Board of Directors on August 2, 2024, duly approved the appointment of Ms. Vandana Chamaria (DIN: 07131829) as an

Additional Director (Non-Executive, Independent Category), not liable to retire by rotation, for a tenure of 5 consecutive years commencing from August 2, 2024 to August 01, 2029, subject to approval of the shareholders. Further the Board duly acknowledged significant contributions made by Dr. Anuj Kacker who is due to retire from the office of Whole-time Director and Interim CEO effective end of business hours dated October 31, 2024 and also approved appointment of Mr. Atul Jain (DIN: 07434943) as an Additional Director designated as Managing Director and CEO (Designate) and Key Managerial Personnel of the Company with effect from August 3, 2024 for a tenure of 5 consecutive years and shall further be redesignated and appointed as Managing Director and CEO with effect from November 1, 2024 holding office upto August 2, 2029, subject to approval of the shareholders.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out the annual evaluation of the performance of the Board, its Committees and individual Directors including Independent Directors. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was duly distributed to each member of the Board and inputs were duly received. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Independent Directors at their meeting held on March 11, 2024, reviewed the performance of the Board as a whole including non-independent Directors, Chairperson, Managing Director and Whole time Director with qualitative and quantitative assessments and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

EMPLOYEE STOCK OPTIONS

To attract and retain top talent while encouraging employee engagement for achieving Company objectives and promoting their increased participation in the growth of the Company, the Company grants Employee Stock Options to eligible employees.

The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021):

1. Aptech ESOP Scheme, 2016

2. Aptech ESOP Scheme, 2021

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SBEB Regulations 2021.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report.

The website link for the familiarization program is https:// www.aptech-worldwide.com/downloads/InvestorPolicy/ Familiarisation-for-Independent-Directors.pdf

INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, form MGT 7 for FY 2023-24 is available on Company''s website on the link : www.aptech-worldwide.com.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties if any were in ordinary course of business and on arm''s length basis in terms of provisions of the Act.

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company''s website: https://www.aptech-worldwide.com/ downloads/InvestorPolicy/AptechRPTPolicy2.0.pdf

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given

in Form AOC-2 as Annexure I, which forms part of this Annual Report.

SUBSIDIARIES

As on March 31, 2024, the Company has Five subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provision of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the company''s subsidiaries and their contribution to the overall performance of the Company is provided in Form AOC-1 which forms part of this Annual Report. Pursuant to Section 137 of the Act, all compliances and filings have been duly completed including uploading of Accounts of foreign subsidiaries of the Company.

Further pursuant to the provisions of Section 136 of the Act, the Audited Financial Statements of the Company including consolidated financial statements and Auditors Report along with relevant documents required by Law as also financial statements with respect to subsidiaries are available on the company''s website at https://www.aptech-worldwide. com/pages/investor-relations/investorrelations_subsidiary_ companies.aspx

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/ aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies, Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarging the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https://www.aptech-worldwide. com/downloads/policy-on-csr.pdf. The Disclosure with respect to CSR activities forming part of this report is given in "Annexure-M”.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached as a part of this Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the center stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is annexed as "Annexure -III”.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement that:

(i) In the presentation of the Annual Accounts for the year ended March 31, 2024, applicable accounting standards have been followed and that there are no material departures;

(ii) They have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2024 and of the profit of the Company for the year ended March 31, 2024;

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls followed by the Company are adequate and are operating effectively;

(vi) The proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO IF ANY.

The particulars, as prescribed under Sub-Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed below.

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services. Several timebound improvements are duly planned for Information Security Management Systems. These timebound improvements to prioritize the protection of sensitive information, adhere to best practices, mitigate risks and safeguard the work environment from any security challenges.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo, if any, are given in the financial statements.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULES 5(1), 5(2), 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 being the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are given in "Annexure-IV” to this report.

Particulars of the employees as required to be disclosed in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2)/5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-V to this report. In terms of Section 136(1) of the Companies Act, 2013 and the rules made thereunder, the Reports and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same shall

request in writing to [e-mail] before the date of the Annual General Meeting and such particulars shall be made available by the Company in electronic mode to the shareholder within seven days from the date of receipt of such request.

PREVENTION OF SEXUAL HARASSMENT MECHANISM

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place Prevention of sexual harassment policy which is available on the Company''s website i.e. www.aptech-worldwide.com.

Further, your Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and auditors) Rules, 2014 as amended from time to time, M/s. Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) were appointed as the Statutory Auditors from the conclusion of the Twenty Second Annual General Meeting held on August 05, 2022, till conclusion of the Twenty Seventh Annual General Meeting.

There are no qualifications, reservations or adverse remarks in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Company has appointed M/s. S G & Associates, Practicing Company Secretary to undertake its Secretarial Audit. Pursuant to Regulation 24A of SEBI (Listing Obligations & Disclosure Requirement) Amendment Regulation, 2018, Secretarial Audit Report of MEL Training and Assessments Limited is also annexed to the Board Report along with the Secretarial Audit Report of the Company collectively as "Annexure-VI”. The Secretarial Audit Report and / or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark except as specified in the Report.

COST AUDITORS

The Board of Directors pursuant to Section 148 of the Act and on the recommendation of the Audit Committee, appointed Messrs. SAPSJ & Associates, Cost Accountants (Firm Registration Number 000445), as the Cost Auditors of the Company for the Financial Year 2023-24 in the Board Meeting dated August 04, 2023. Messrs. SAPSJ & Associates

have confirmed that their appointment is in due compliance of Section 141, 148 and other applicable provisions of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor was placed before the Members in the Twenty Third Annual General Meeting and was duly ratified.

COST RECORDS

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are duly maintained.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI vide its Notification dated May 5, 2021, had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Top 1000 listed entities based on market capitalization shall replace the Business Responsibility Report ("BRR") and now submit Business Responsibility and Sustainability Report ("BRSR") effective from the Financial Year 2022-23 on initiatives taken from an environmental, social and governance perspective in the format as specified by SEBI from time to time.

The Company has prepared the BRSR for the Financial Year 2023-24 which forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations and is in accordance with the format as prescribed in the SEBI Circular dated May 10, 2021 and July 12, 2023 and as amended from time to time.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational targets and improving economic performance to ensure business continuity and rapid growth.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013

There was no instance of fraud reported by the Auditor in their report under Section 143 (12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons

while trading / dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company''s obligation to maintain a Structured Digital Database, mechanism for prevention of insider trading and handling of UPSI and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at https://www.aptech-worldwide.com/ downloads/code-of-conduct/V3-COC-Clean.pdf

INTERNAL FINANCIAL CONTROL

Pursuant to Section 134(5)(e) and the other applicable provisions of the Act, your Company has laid down standards and processes which enable Internal Financial Control across the Company and ensure that the same are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year 2023-24, there were no significant or material orders passed by any regulatory body or court or tribunal impacting the going concern status and the Company''s operations in future except as stated in Corporate Governance Report if any in "Annexure -III".

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Sivaramakrishnan Iyer Anuj Kacker

Director Whole-time Director & Interim CEO

DIN:00503487 DIN:00653997

Place: Mumbai Place: Mumbai

Date: August 02, 2024 Date: August 02, 2024

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Mar 31, 2023

Your Directors are pleased to present their 23^rd Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2023 in compliance to the Companies Act, 2013 ("Act").

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2023 are presented below:

Particulars	Standalone		Consolidated
	Year ended March 31,2023	Year ended March 31,2022	Year ended March 31, 2023	Year ended March 31,2022
Total revenue	28,053.71	15,918.31	47,008.62	23,678.31
Profit before finance cost, depreciation and tax	6,741.39	3,365.02	8,889.95	5,189.92
Finance cost & depreciation	391.02	627.93	663.85	847.55
Profit before tax	6,350.37	2,737.09	8,226.10	4,342.37
Provision for taxation (incl. deferred tax)	816.38	(1,029.28)	1,457.39	(601.35)
Profit after tax	5,533.99	3,766.37	6,768.71	4,943.72
Other comprehensive income	(85.94)	(118.30)	(113.78)	(137.09)
Total comprehensive income	5,448.05	3,648.07	6,654.93	4,806.63
Total equity	4,141.45	4,134.52	4,141.45	4,134.52
Earnings per share (of '' 10 each) (Not Annualised)
Basic EPS ( '' )	13.37	9.19	16.36	12.07
Diluted EPS ( '' )	13.34	9.17	16.32	12.01

OPERATIONS REVIEW

In the reported Financial Year, the Company''s financial performance was the best-ever since it went public. While in a few international markets the performance was marginally impacted by a temporary spurt in COVID-19 infections, such impact was only marginal and did not stop the Company from delivering a record financial performance on an overall basis and even in the International Retail segment. The Company registered a healthy growth over the immediate pre-COVID year, i.e., FY2019-20, which effectively means it is out of the shadow of COVID-19 pandemic. The Consolidated Revenue from Operations increased by 102 % on a YOY basis to touch '' 45,692 lacs. After adjusting the impact of transition to Student Delivery Model, on a like-to-like basis, the revenue growth was 58% on a YOY basis and 60% over FY2019-20 performance. The reported EBITDA jumped 71% from '' 5,190 lacs in FY2021-22 to '' 8,890 lacs in FY2022-23. The reported EBIT was '' 8,240 lacs, which is an expansion of 89% over the performance in the previous year. Similarly, the Profit Before Tax (PBT) and Profit After Tax (PAT) rose by 89% and 37% respectively. PBT was '' 8,226 lacs as against '' 4,342 lacs in FY2021-22, whereas the PAT was '' 6,769 lacs as against '' 4,944 lacs in FY2021-22. The EPS moved from '' 12.01 to '' 16.32. The debt on the Balance Sheet continued to be Nil and the total Cash and Cash Equivalents have increased from '' 9,722.28 Lakhs as of March 31, 2022, to

'' 21,423.26 Lakhs as of March 31, 2023. The Debtor Days for the Company fell from 106 in FY2021-22 to 52 in the reported financial year because of the shift to Student Delivery Model in Domestic Retail and accelerated collections in Enterprise Business.

At the segment level, the reported Operating Revenue for the Global Retail segment was '' 28,499 Lakhs as against '' 12,903 lakhs in FY21-22 translating to a growth of 121%. Out of this, the Domestic Retail business contributed '' 24,805 Lakhs, which was a growth of 144% over '' 10,147 Lakhs in the previous year. The International Retail business also expanded from '' 2,718 Lakhs to '' 3,496 Lakhs, an increase of 34%. The phase-wise transition to Student Delivery model for the Domestic Retail centres (excluding the pre-schools business) starting from April 1, 2021, means for a like-to-like comparison of financial performance of Domestic Retail business, the revenue and costs have to be recomputed based only on Royalty model for the periods since April 1, 2021. The YOY Operating Revenue growth after such adjustments would be 43% for Global Retail and 48% for Domestic Retail. Similarly, the reported Global Retail PBT growth of 66% over FY2021-22 number would become 64% if the comparison was done on a like-to-like basis. From a PBT margin perspective, the reported PBT margins for Global Retail were 24.3% in FY2022-23 and 32.2% in FY2021-22. These numbers would change to 42.9% and 37.6% respectively if the Global Retail

PBT margins were computed purely based on the Royalty model. The Enterprise Business reported a 77% YOY growth from '' 9,707 Lakhs in the last year to '' 17,193 Lakhs. The PBT margin for the segment also went up from 16.7% to 21.8% and in absolute terms the PBT went up from '' 1,617 Lakhs to '' 3,748 Lakhs, a jump of 132%.

The system-wide billing of the Global Retail segment saw a jump of 41% in FY2022-23 over the previous year and 21% over FY2019-20. In absolute terms, it was '' 56,498 Lakhs with a split of 69.3:30.7 between Domestic Retail and International Retail. The respective YOY growth performance of Domestic Retail and International Retail was 46% and 30%. This growth in the Domestic Retail business was primarily driven by Same Store Growth (SSG) in the key growth brands of Arena Animation, MAAC and Lakme Academy Powered by Aptech. The SSG for system-wide billing in the key growth brands was 48% in FY2022-23 up significantly from 38% in the previous fiscal. The Company signed up 79 new learning centres in the domestic market and 13 new centres in international markets. The Company increased prices by 8 - 10% across brands in the domestic market after keeping them unchanged in the last couple of years. In terms of progress of migration to the Student Delivery Model, the system-wide billing from Student Delivery Model as a proportion of the system-wide billing in Domestic Retail excluding pre-school business went up from 16.1% in FY2021-22 to 51.4% in FY2022-23 with the contribution touching 60.33% in the last quarter. In the International Retail business, the growth was primarily driven by the top 2 markets of Vietnam and Nigeria, which showed a YOY growth of 35% and 61% respectively in operating revenue terms. The Enterprise Business added 23 new customers, including an autonomous educational body under the Government of India, which awarded the division its largest deal ever to conduct exams across the country for multiple years.

Arena and MAAC launched their Gaming and Immersive Media courses during the financial year in partnership with Epic Games. The Gaming segment contributed 14% of the new course bookings in FY22-23. To address the problem of lower penetration of MAAC in Tier-3 and smaller towns due to issues such as availability of trained faculty and viability of larger centre formats, the Company piloted a new PHYGITAL centre model that will deliver hybrid learning programs at competitive price with most sessions delivered online by Aptech faculty from a central location. These courses will have a pathway to the Company''s regular MAAC courses. With the increased focus on vocational courses in school curriculum under the new National Education Policy (NEP) 2020, the Company conducted awareness sessions for AVGC courses in schools across many states including Delhi, Gujarat, Karnataka, Maharashtra, etc. To provide students of MAAC exposure to the latest high-end technologies a Virtual Production and Performance Capture Centre of Excellence was established. Aptech Aviation Academy inked a strategic alliance with GMR Aviation Academy to offer a new program for careers in Airport Management and Customer Service. The total number of job openings sourced by the Industry Connect Alliances and Placement (ICAP) team went up by ~20% from FY2021-22 to FY2022-23 to touch 60,000 . An Entrepreneurship Cell or E-Cell was premiered for the first time by ICAP team to nurture, inspire & guide students on entrepreneurship and Gig economy. It also

signed an alliance with CII (West) for Project C.A.R.E. to jointly promote employability and provide career guidance to college students and freshers. In ProAlley, 21 courses were live with 15 in English and 6 in Hindi. The brand also launched synchronous (live) courses during the year in addition to its bouquet of asynchronous learning programs.

The International Retail division entered one more country in Africa, Zambia. The Company also signed a tie-up with University of Bolton to offer one more option for its students to get a pathway to formal education after completing Aptech career courses. It also launched Aptech Teen and Arena Teen courses in Vietnam which includes four I.T. and Creative programs for school going teens (Age 10 to 16). These courses will have an exclusive set-up within existing centres. In line with its Gaming push in the domestic market, Aptech Game Development course was first launched in Vietnam in the international market. In the Global Retail segment, the Company''s spend on marketing nearly doubled over FY2021-22. In addition to focus on many events, which are also a source of revenue generation, the Company spent significant money on marketing campaigns and sponsorships. The key highlights were signing up of Ananya Pandey as the brand ambassador, MAAC''s association with Playground - A Gaming Reality Show, #HarGharHunar campaign to promote skilling among youth.

Among the most important highlight for the Enterprise Business was successful execution of the largest assessment project in the Company''s history that involved delivering 3.2 million exams in 24 days across 580 centres in 200 cities. The Company became one of the very few players in this space to have the capability to cater to more than 1 lakh students in a single shift. In addition to this project, the division effectively delivered recruitment exams for Staff Selection Boards of two key border states, multiple recruitment and entrance exams for the central testing agency at the national level, and exams for one institution each under the Ministry of Finance and Ministry of Railways.

During the reported Financial Year, the Company won many awards and accolades such as:

• The prestigious Golden Peacock National Training Award 2023 from the Institute of Directors, India

• The leading IT Education & Skill Development brand for Aptech Computer Education and the leading Multimedia & Animation training brand for Arena Multimedia at the World Education Summit 2023, Dubai

• One of the ET Best Brands 2022 at the 5th Edition of ''Economic Times Best Brand Conclave'' based on the parameters like brand value, years of existence, annual turnover, growth rate, brand recall value etc

• The "Franchisor of the Year (Education) - Vocational & Skill Development Training Institute” at the 18th Franchise Awards 2022 by Franchise India

• The Platinum Award at the 6th CII National HR Circle Competition 2022 in the category - Effective Use of Technology in HR

• A token of appreciation to Aptech Limited and Mr. Anuj Kacker for their contributions to the AVGC Sector at eduSpark Awards 2022 of AnimationExpress.com

EARNINGS PER SHARE (EPS)

The Standalone basic EPS of the Company Stood at '' 13.37 for the Financial Year ended 31st March 2023 as against '' 9.19 for the Financial Year ended March 31, 2022, and Diluted EPS stood at '' 13.34 as against '' 9.17 in the previous year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the general reserve during the current Financial Year.

INVESTOR RELATIONS

Your Company has an active Investor Relation function that engages with Investors and proactively solicits inputs from them. In the Financial year 2023, your Company increased its interaction with investors through video and audio conference calls. The top management, including the Managing Director & CEO, Executive Directors and top Senior Management spent significant time to interact with investors to communicate the strategic direction of the business, capital allocation policy and various business. All the investors'' connection events, including four quarterly earning calls/ analyst meet conducted during the year were also well attended by investors and analyst.

Your company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company''s website and disclosed to exchanges as per SEBI mandates.

Please refer https://www.aptech-worldwide.com/pages/ investor-relations/investorrelations.aspx for Investors / Analyst Interactions held during the year.

DIVIDEND

The Board of Directors at their meeting held on May 24 2023 have declared Interim Dividend of '' 6 per Equity Share (60%) for the Financial Year 2022-23.

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on May 21, 2021 have approved and adopted the Dividend Distribution Policy and the same is uploaded on the Company''s website: https:// www.aptech-worldwide.com/downloads/InvestorPolicy/ DIVIDENDDISTRIBUTIONPOLICY-APTECH.pdf

BONUS ISSUE

The Board at its meeting held on May 24, 2023, approved and recommended issue of Bonus Shares to the holders of Equity Shares of the Company in 2:5 ratio by issue of 2 (Two) Equity Shares of '' 10/- each for 5 (five) fully paid-up existing Equity Shares of ''10/- each as on the record date which was approved by the Members of the Company on July 05, 2023, by Postal Ballot. The aforesaid Bonus issued was completed within the prescribed time frame and capital redemption reserve was utilized to implement the Bonus issue.

DIRECTORS

During the Financial year 2022-23, the Directors met Six times on May 04, 2022, June 15, 2022, August 04, 2022, November

11, 2022, December 28, 2022 and February 09, 2023. The gap between two meetings during the year did not exceed 120 days.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any Statutory modification(s) or re-enactments) and the Article of Association of the Company, Mr. Utpal Sheth (DIN: 00081012), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and is eligible has offered himself for re-appointment. The Executive Directors and Independent Directors of the Company are not liable to retire by rotation.

Mr. Nikhil Dalal (DIN: 00316871) whose first term of Five years got completed on 30th May 2023 and who met with the criteria of independence and eligible for re-appointment, was re-appointed for the second term of Five years by the Board of Directors in their Meeting held on 24th May, 2023 which is subject to the approval of the shareholders.

Mr. Anil Pant, Managing Director & CEO had informed the Company that on account of sudden deterioration of his health, he had proceeded on indefinite leave from 20th June, 2023 which led to his sad demise on August 15, 2023. Further, as an interim measure, the Board of Directors duly constituted an Interim Committee on June 19, 2023 of certain Members of the Board and Senior Management of the Company to ensure smooth functioning and continuity of operation of the Company.

Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee has appointed Mr. Anuj Kacker, Whole time Director additionally as an Interim CEO of the Company with effect from July 18, 2023 for an interim period until further decisions by the Board of Directors of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out the annual evaluation of the performance of the Board, its Committees and of individual Directors including Independent Directors. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each Member of the Board and inputs were received.

The Independent Directors at their meeting dated March 16, 2023 reviewed the performance of the Board as a whole including non-independent directors, Chairperson, Managing Director and Whole time Director with qualitative and quantitative assessments and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

EMPLOYEE STOCK OPTIONS

The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021):

1. Aptech ESOP Scheme, 2016

2. Aptech ESOP Scheme, 2021

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SBEB Regulations 2021.

The information as required under Regulation 14 read with Part F of Schedule I of the SBEB Regulation 2021 has been uploaded on the Company''s website on: www.aptech-worldwide.com

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report.

The website link for the familiarization program is https:// www.aptech-worldwide.com/downloads/InvestorPolicy/ Familiarisation-for-Independent-Directors-of-Aptech-Limited.pdf

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 for FY 2022-23 is available on Company''s website on the link : www.aptech-worldwide.com.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties if any were in ordinary course of business and on arm''s length basis in terms of provisions of the Act.

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company''s website: https://www.aptech-worldwide.com/ downloads/InvestorPolicy/Aptech RPTPolicy2019.pdf

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure I, which forms part of this Annual Report.

SUBSIDIARIES

As on 31st March 2023, the Company has Five subsidiaries and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies act, 2013.

Pursuant to the provision of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the company''s subsidiaries and their contribution to the overall performance of the Company is provided in Form AOC-1 which forms part of this Annual Report in Form AOC -1. All compliances and form filings pursuant to Section 137 of the Act, to include Accounts of foreign subsidiaries of the Company.

Further pursuant to the provisions of Section 136 of the Act, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited financial statement in respect of subsidiaries are available on the company''s website at https://www.aptech-worldwide.com/pages/investor-relations/investorrelations subsidiary_companies.aspx

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/ aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies, Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarging the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working

in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https://www.aptech-worldwide.com/ downloads/policy-on-csr.pdf. The Disclosure with respect to CSR activities forming part of this report is given in “Annexure-II”.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of this Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of this Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is annexed as “Annexure -III”.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement that:

(i) in the presentation of the Annual Accounts for the year ended March 31, 2023, applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2023 and of the profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis;

(v) internal financial controls followed by the Company are adequate and were operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws were adequate and operating effectively;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO IF ANY.

The particulars, as prescribed under Sub-Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed below.

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo, if any are given in the financial statements.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) are given in “Annexure-IV”.

PARTICULARS OF EMPLOYEES

Particulars of the employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be made available to any shareholder on a specific request made by him in

writing before the date of the Annual General Meeting and such particulars shall be made available by the Company. In case the request is received after the Annual General Meeting such particulars shall be made available to the shareholder digitally within seven days from the date of receipt of such request.

PREVENTION OF SEXUAL HARASSMENT MECHANISM

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Company''s website i.e. www.aptech-worldwide.com.

Further, your Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and auditors) Rules, 2014 as amended from time to time, M/s. Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) were appointed as the Statutory Auditors from the conclusion of the Twenty Second Annual General Meeting held on August 05, 2022 till conclusion of the Twenty Seventh Annual General Meeting.

There are no qualifications, reservations or adverse remarks in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Company has appointed M/s. S G & Associates, Practicing Company Secretaries to undertake its Secretarial Audit. Pursuant to regulation 24A of SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulation, 2018, Secretarial Audit Report of MEL Training and Assessments Limited (Formerly Maya Entertainment Limited) is also annexed to Board Report along with the Secretarial Audit Report of the Company collectively as "Annexure-V”. The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark except as specified in the Report.

COST AUDITORS

The Board of Directors pursuant to Section 148 of the Act and on the recommendation of the Audit Committee, appointed M/s SAPSJ & Associates, Cost Accountants (Firm Registration Number 000445), as the Cost Auditors of the Company for the Financial Year 2022-23 in the Board Meeting dated February 9, 2023. M/s SAPSJ & Associates have confirmed that their

appointment is in due compliance of Section 141, 148 and other applicable provisions of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in the ensuing Annual General Meeting for their ratification. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s SAPSJ & Associates Cost Auditors is included in the Notice convening the 23rd Annual General Meeting.

COST RECORD

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are duly maintained.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI vide its Notification dated May 5, 2021, had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Top 1000 listed entities based on market capitalization shall replace the Business Responsibility Report ("BRR") and now submit Business Responsibility and Sustainability Report ("BRSR") effective from the Financial Year 2022-23 in the format as specified by SEBI from time to time.

The Company has prepared the BRSR for the Financial Year 2022-23 which forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations and is in accordance with the format as prescribed in the SEBI Circular dated May 10, 2021.

The BRSR indicates the Company''s performance against the principle of the "National Guidelines on Responsible business Conduct". This would enable the Members to have an insight into the Environmental, Social and Governance initiatives of the Company.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The

Code covers the Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company''s website at https://www.aptech-worldwide. com/downloads/code-of-conduct/CodeofConduct-2020.pdf

INTERNAL FINANCIAL CONTROL:

Pursuant to Section 134(5)(e) and the other applicable provisions of the Act, your Company has laid down standards and processes which enable Internal Financial Control across the Company and ensure that the same are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Pursuant to Section 179, 133 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder and read with applicable accounting standards/laws (including any statutory modification(s) or re-enactments thereof for the time being in force), the Board on the recommendation of the Strategy Committee approved to restore and reclassify the business operations of the Institutional business (Enterprise Business Group -EBG) as "Continued Operations" in February 2022 due to

the good turn-around performance of Institutional business (enterprise business group- EBG) which was earlier approved by the Board in February 2021 as "Discontinued Operations".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the Financial Year 2022-23, there were no significant or material orders passed by any regulatory body or court or tribunal impacting the going concern status and the Company''s operations in future except as stated in Corporate Governance Report if any in "Annexure -III".

ACKNOWLEDGEMENT

Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government Authorities, Esteemed Corporate Clients, Customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Vijay Aggarwal Anuj Kacker

Director Whole-time Director & Interim CEO

DIN:00515412 DIN:00653997

Place: Mumbai Place: Mumbai

Date: 04-08-2023 Date: 04-08-2023

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Mar 31, 2022

Your Directors are pleased to present their 22^nd Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2022.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2022 are presented below:

(? In Lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31,2022	Year ended March 31,2021	Year ended March 31,2022	Year ended March 31,2021
Total revenue	15918.31	8,937.04	23,678.31	12,563.63
Profit before finance cost, depreciation and tax	3,365.02	1,544.87	5,189.92	2,290.09
Finance cost and depreciation	627.93	1,024.44	847.55	1,412.31
Profit before tax and exceptional items	2,737.09	520.43	4,342.37	877.78
Exceptional items	-	-2,135.67	-	-
Profit before tax but after exceptional items	2,737.09	-1,615.24	4,342.37	877.78
Provision for taxation (incl. deferred tax)	-1,029.28	-463.42	-601.35	-348.19
Profit after tax	3,766.37	-1,151.82	4,943.72	1,225.97
Other comprehensive income	-118.30	-40.48	-137.09	-10,857.30
Total comprehensive income	3,648.07	-1,192.30	4,806.63	-9,631.33
Total equity	4,134.52	4,06709	4,134.52	4,06709
Earnings per share (of ? 10 each)
Basic EPS (?)	9.19	-2.85	12.07	3.03
Diluted EPS (?)	9.17	-2.85	12.01	2.99

OPERATIONS REVIEW

After the Company''s operations were majorly affected due to the COVID-19 pandemic during the FY2020-21, the business traction improved considerably in the reported financial year of FY2021-22 as the pandemic restrictions were gradually eased. The first half year of FY 2021-22 had a COVID-19 related impact due to the second wave, but the Company''s ''Digital Pivot'' implemented and perfected in the previous year helped it adapt much better as compared to first half year of FY2020-21 when the first wave was at its peak. The consolidated operating revenue for the Company nearly doubled from ? 11,808 Lakhs in FY2020-21 to ? 22,610 Lakhs in FY2021-22, a jump of 91.5%. The Global Retail segment revenue went up by 45% from ? 8,896 Lakhs to touch ? 12,903 Lakhs in FY2021-22. The International Retail division''s performance was affected by the impact of COVID-19 pandemic during FY2021-22 in some of its key markets that were not as affected as in the previous year. Hence, the division''s revenue showed only a 2.4% growth in FY2021-22 on a YOY basis. In comparison, the Domestic Retail division fared much better due to muted impact of the pandemic in India for a major part of FY2021-22. The operating revenue for the Domestic Retail division leaped by 63.4% to reach ? 10,166 Lakhs during the FY2021-22. The

distribution of revenue within the Retail segment between the Domestic and International Retail divisions changed from 70:30 in FY2020-21 to 79:21 in FY2021-22.

Effective from April 1, 2021, the Company started to phase wise move over to Student Delivery model from the Royalty Fees model for the Domestic Retail centres (excluding the pre-schools business). The Student Delivery model becomes applicable for a centre effective from the migration date to the Student Delivery model agreed with the Business Partner. In this model, the recognition of income is based on the progress of student service over the course duration, gross student fees is recognized as the Revenue and Business Partner share is recognized as a cost. During the transition phase, there would be both streams of income viz., Royalty and the Student Delivery incomes. The impact on the financials being restricted to revenue and expenses recognition with no change in the cash flow. The entire network of centres would, over a period, get converted from the erstwhile Royalty model to the Student Delivery model by Aptech. As on March 31, 2022, the number of centres on-boarded to the Student Delivery model were 335. The total revenue recognized in FY2021-22 based on the Student Delivery model was ? 1,926 Lakhs.

In Domestic Retail, the Lakme Academy Powered by Aptech brand''s business continued to grow much above the Company''s average. The brands in the Media & Entertainment and the Aviation vertical grew closer to the Company average whereas the recovery in Aptech Learning and the Aptech Pre-school businesses was slower. In the International Retail business, Company''s major markets in Africa and South Asia saw YOY growth whereas South-East Asia and Middle East were affected by COVID-19. The Global Retail business segment profits expanded by 31% on a YOY basis to touch '' 4,157 Lakhs in FY2021-22. This translated to a segment PBT margin of 32.2% in FY2021-22 vs. 35.7% in the previous year.

The Company had planned a potential exit from the Institutional business segment (Enterprise Business Group-EBG) in the year FY2020-21 and was looking for suitable offers from prospective buyers. Consequently, the Institutional business was classified by the Board in February 2021 as "Discontinued Operations" under Ind AS 105 as on year ended March 31, 2021. However, based on the sustainable turnaround in the business performance delivered by the Institutional business, the board reconsidered its decision and pursuant to Section 179, 133 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder and read with applicable accounting standards/laws (including any statutory modification(s) or re-enactments thereof for the time being in force) accorded their consent to restore and reclassify the business operations of the Institutional business as "Continued Operations" with effect from February 23, 2022. The revenue of the Institutional business grew by 233.4% to touch '' 9,707 Lakhs in FY2021-22. The segment-level loss of '' 861 Lakhs in the previous year turned to a segment profit of '' 1,617 Lakhs. The business also churned out Cash from Operations of '' 1,330 Lakhs after considering impact of working capital changes.

The Other Income for the Company went up by 41.4% to '' 1,069 Lakhs during the reported year. The EBITDA margins jumped from 18.2% in the previous year to 21.9% in FY2021-22 mainly on account of revenue growth. The absolute EBITDA went up by 126.6% and the Profit Before Tax (PBT) for the Company was higher by 394.7% from the previous year levels. The Company has recognized MAT Credit entitlement to the extent of '' 1,492 Lakhs and reversed prior period excess tax provisions of '' 326 Lakhs in the reported financial year. The Profit After Tax (PAT) for the period was 303.2% higher than FY2020-21 and touched '' 4,944 Lakhs in FY2021-22. The debt on the Balance Sheet is Nil while the total of Cash, Cash Equivalents, Short-term Investments and Financial Instruments in summation have increased from '' 8,082 Lakhs as of March 31, 2021 to '' 11,817 Lakhs as of March 31, 2022.

The system-wide billing from students for the Global Retail segment went up to '' 40,102 Lakhs in FY2021-22, a jump of 30.5% over the '' 30,727 Lakhs system-wide billing in FY2020-21. The distribution of the system-wide billing from students between Domestic Retail and International Retail was 66.7:33.3 with the respective YOY growth performance being 40.3% and 14.5%. Notwithstanding, the challenges from Covid-19, the Company''s investee training service provider in Poland, Syntea, paid a dividend of '' 18.56 Lakhs in FY2021-22.

With the significant success achieved by the Company in moving to significant digital delivery of its courses and related services for its Retail division during the pandemic restrictions, it has expanded its capability to offer completely

online courses. Hence, in addition to the instructor-led, realtime online classes that the Company offered in the last two years, it also launched another delivery model of self-paced online courses for employability under a new EdTech brand, ProAlley. ProAlley is currently offering 11 courses, including one course in Hindi, targeting careers in the Media & Entertainment vertical and will continue to add more courses to its basket in the same and other verticals. The focus of the Company is to build this new age business organically and profitably. While this business in still under embryonic investment phase, however, it has received positive student feedback on the course quality and user-friendly interface.

The total online student hours and online tutor hours delivered by the Company since the start of the pandemic was about 5 million hours and about 1 million hours respectively, in the Domestic market. It was also effective in placing more than 6,000 students digitally during this period. With the pandemic restrictions being eased across India, nearly entire network has resumed physical classes. However, the Company plans to continue online delivery of specialised courses or specific modules within a course. In addition, events, placement assistance, student engagement, counselling and many more activities shall continue to be offered in online and offline modes. An example of the Company''s success in conducting digital events was the first-ever virtual 24FPS International Animation Awards show that received participation from 2,600 entries including 1,000 international entries from 70 countries and concurrent participation of 9,000 viewers. "CreoSouls", the Company''s social career platform, expanded its active user and student base to about 100,000 and 90,000 respectively across MAAC, ARENA Animation and Lakme Academy brands by the end of March 2022. The Assessment and Testing division has conducted many significant examinations for its customers during the last three quarters of the reported financial year including admission exams and recruitment exams for an autonomous national institution in the Electronics and Information Technology space, the premier Testing agency of the Central government, a state-level vocational training body, High Court and many more customers. The Corporate Training division within the Institutional segment saw a recovery in demand with the business signing up many new customers for the IT Training course offering.

During the reported financial year, the Company won many awards and accolades such as:

• ''Skill Development Company of the year'' at the Business Innovation Conference & Awards 2022, an initiative by Mid-day and the Jagran Group.

• Best Franchisor of the Year for Education at FRO 2021, the Franchise & Retail Awards.

• Silver won by Lakme Academy at 10^th edition of the ACEF Asian Leaders Forum & Awards for its Backstage Drama campaign under the category of Excellence in Customer Experience.

• The Company was awarded under the CXO Innovation category at the CXO Tech Summit 2021 for using IT innovatively to deliver business value in recognition of its Digital Pivot.

The Company is also proud of the noted achievements of its students and alumni such as:

• Nearly 100 alumni from MAAC and Arena have worked on the 10 films nominated for Oscar Awards in the Visual Effects Category.

• A school student trained by Aptech Learning, bagged the silver medal at the Maharashtra State Skill Competition in the Web Technologies.

IMPACT OF COVID-19 PANDEMIC AND MITIGATION MEASURES IMPLEMENTED

The Company with its past learning was quick and agile in implementing its Digital Pivot strategy where it moved all the activities across the entire student lifecycle to digital mode. The Company managed to navigate well through the able support of its employees/management and business partners / franchisees and was successful in mitigating the impact especially after the second wave of pandemic subsided in India from July 2021 onwards. In the International market, despite the Omicron wave continuing unabated, especially in key Asian markets, your Company was still able to ensure minimal impact on its operations and performance. The institutional business gained lost ground in the second half of the year with the opening of assessments across India, leading to good performance in terms of revenue, profits and realizations.

The financial impact of the pandemic on the Company was '' 6,194 Lakhs in FY2021-22. The Board and the management are closely monitoring the situation as it evolves, and the Company is well prepared to take all preventive and precautionary measures to mitigate any risk eventualities due to the pandemic.

TRANSFER TO RESERVE

During the financial year, there was no amount proposed to be transferred to the Reserves.

DIVIDEND

The Board of Directors at their meeting held on May 04, 2022 have declared Interim Dividend of '' 5.00 per equity share (50%) for the Financial Year 2021-22.

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Board of Directors of the Company at its meeting held on May 21, 2021 have approved and adopted the Dividend Distribution Policy and the same is uploaded on the Company''s website: https:// www.aptech-worldwide.com/downloads/InvestorPolicy/ DIVIDENDDISTRIBUTIONPOLICY-APTECH.pdf

DIRECTORS

During the year 2021-22, the Directors met Seven times on April 29, 2021, May 21, 2021, August 11, 2021, August 31, 2021, November 11, 2021, January 19, 2022 and February 23, 2022. The gap between two meetings during the year did not exceed 120 days.

Our ex-Chairman, Mr. Rakesh Jhunjhunwala conveyed his decision to the members of the Board to step down as Chairman and Director from the Board of Aptech Limited on April 29, 2021 to devote his time to family, personal and philanthropic causes. However, in order to get the benefit of his in-depth business vision, he is retained as the Chief Mentor of the Company so that your Company achieves its desired mission and future endeavors.

Upon the resignation of Mr. Rakesh Jhunjhunwala as the NonExecutive Chairman of the Company, Mr. Vijay Aggarwal, Independent Director, was appointed as the Non-Executive Chairman of the Company and Mr. Utpal Sheth was appointed

as the Non-Executive Vice-Chairman of the Company with effect from April 29, 2021.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any Statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Article of Association of the Company Mr. Rajiv Agarwal (DIN: 00379990), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

Mr. Anuj Kacker, was re-appointed as a Whole-time Director of the Company for the term of 5 years with effect from November 01, 2017. Further, the Nomination and Remuneration Committee has recommended, and the Board has approved the extension of Mr. Kacker for a further period of 2 years with effect from November 1, 2022 with existing terms and conditions subject to approval of the shareholders in the ensuing Annual General Meeting (22^nd).

Mr. Ronnie Adi Talati (DIN:08650816) who was appointed as an Additional Non-Executive Independent Director with effect from September 15, 2020 was duly regularized at the last Annual General Meeting (21^st) of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out the annual evaluation of the performance of the Board, its committees and of individual Directors including Independent Directors. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

The Independent Directors at their meeting dated March 24, 2022 reviewed the performance of the Board as a whole including non-independent directors, Chairperson, Managing Director and Executive Director with qualitative and quantitative assessments and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

EMPLOYEE STOCK OPTIONS

The Members of the Company at its Annual General Meeting held on 27^th September, 2016 had approved the Aptech Ltd. Employee Stock Option Plan Scheme 2016 ("the Aptech ESOP Scheme 2016"), to create, offer and grant upto 44,32,620 Employee Stock Options to all eligible employees, directors (excluding promoter directors and independent directors) of the Company and employees of its subsidiaries with a view to attract and retain key talents working with the Company and its Subsidiary Company (ies) by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. The Members of the Company at its Annual General meeting held on July 1, 2021 has approved the Aptech Ltd. Employee Stock Option Plan Scheme 2021 ("the Aptech

ESOP Scheme 2021") to create, offer and grant upto 6,00,000 Employee Stock Options to all eligible employees, directors (excluding promotor directors and independent directors) of the online business of the Company. All the plans under Aptech ESOP 2016 and Aptech ESOP 2021 are administered by the Nomination & Remuneration Committee of the Board. Disclosures as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on Company''s Website on: www.aptech-worldwide.com

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report.

INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have registered their name in the Independent Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors have assessed the veracity of the disclosures and confirmations made by the Independent Directors of the Company made under Regulation 25(8) of the Listing Regulations.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 for FY 2021-22 is available on Company''s website on the link : www.aptech-worldwide.com.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arm''s length basis in terms of provisions of the Act.

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company''s website: https://www.aptech-worldwide.com/ downloads/InvestorPolicy/Aptech_RPTPolicy2019.pdf

Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the “Annexure - I” to this report.

SUBSIDIARIES

As on 31^st March 2022, the Company had Five subsidiaries. Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, Form AOC-1 is attached to the financial statements of the Company. The said Form also highlights performance of the said entities and their contribution to the overall performance of the Company during the year ended 31^st March 2022.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/

aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies, Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarge the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https:// www.aptech-worldwide.com/downloads/policy-on-csr.pdf. The Disclosure with respect to CSR activities forming part of this report is given in “Annexure - II”.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of the stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies,

corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is annexed as “Annexure - III”.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement that:

(i) in the presentation of the annual accounts for the year ended March 31, 2022, applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2022 and of the profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) internal financial controls followed by the Company are adequate and were operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO IF ANY.

The particulars, as prescribed under Sub-Section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed below.

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo, if any are given in the financial statements.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2021-22, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2020-21 and the comparison of remuneration of each Key Managerial Personnel (KMP) are given in “Annexure - IV”.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be made available to any shareholder on a specific request made by him in writing before the date of the Annual General Meeting and such particulars shall be made available by the company within three days from the date of receipt of such request from shareholder. In case the request is received after the Annual General Meeting such particulars shall be made available to the shareholder within seven days from the date of receipt of such request.

PREVENTION OF SEXUAL HARASSMENT MECHANISM

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal Complaints Committees has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Company''s website i.e. www. aptech-worldwide.com

Further, your Company has complied with provisions relating to operations of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company in FY 2021-22. However, the same shall be applicable from FY 2022-23.

STATUTORY AUDITORS

M/s. Bansi S. Mehta & Co, Chartered Accountants were appointed as the Statutory Auditors from the conclusion

of the seventeenth Annual General Meeting held on July 31, 2017 till conclusion of the Twenty Second Annual General Meeting.

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time and based on the recommendation of the Audit Committee, the Board has approved the re-appointment of M/s. Bansi S. Mehta & Co, Chartered Accountants (ICAI Firm Registration No. 100991W) for the second consecutive term of five years from the conclusion of the ensuing 22^nd Annual General Meeting, subject to the approval of the Shareholders of the Company.

There are no qualifications, reservations or adverse remarks except if specified in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Company has appointed M/s. S G & Associates, Practicing Company Secretaries to undertake its Secretarial Audit. Pursuant to regulation 24A of SEBI (Listing Obligations & Disclosure Requirement) Amendment Regulation, 2018, Secretarial audit report of MEL Training and Assessments Limited (Formerly Maya Entertainment Limited) is also annexed to Board Report along with the Secretarial Audit Report of the Company collectively as “Annexure - V”. The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation or adverse remark except as specified in the Report.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is provided in a separate section and forms part of the Annual Report.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

INTERNAL FINANCIAL CONTROL:

Pursuant to Section 134 (5) (e) and the other applicable provisions of the Companies Act 2013, your company has laid down standards and processes which enable Internal Financial

Control across the Company and ensure that the same are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report

Pursuant to Section 179, 133 and other applicable provisions of the Companies Act, 2013 read with applicable rules made thereunder and read with applicable accounting standards/laws (including any statutory modification(s) or re-enactments thereof for the time being in force), the board on the recommendation of the Strategy committee approved to restore and reclassify the business operations of the Institutional business (Enterprise Business Group - EBG) as "Continued Operations" due to the good turn-around performance of EBG which was earlier approved by the Board in February 2021 as "Discontinued Operations".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the financial year 2021-22, there were no significant or material orders passed by any regulatory body or court or tribunal impacting the going concern status and the Company''s operations in future except as stated in Corporate Governance Report if any in "Annexure -III".

ACKNOWLEDGEMENT

Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Vijay Aggarwal Anil Pant

Chairman Managing Director & CEO

DIN: 00515412 DIN: 07565631

Place: Mumbai Place: Mumbai

Date: June 15, 2022 Date: June 15, 2022

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Mar 31, 2019

APTECH LIMITED

DIRECTORS'' REPORT

TO THE MEMBERS OF APTECH LIMITED

THE Directors are pleased to present their Nineteenth Annual Report on the business and operations of your Company and the Audited Financial Statement for the year ended March 31, 2019.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2019 are presented below:

(Rs. In lakhs

Particulars	Standalone		Consolidated
	Year ended March 31, 2019	Year ended March 31, 2018	Year ended March 31, 2019	Year ended March 31, 2018
Operating Revenue	14,078.02	15,913.97	20,855.15	22,914.23
Total Revenue	14,548.58	17,901.82	21,271.88	24,983.27
Total Expenditure	13,849.78	15,621.83	19,031.50	21,325.00
Net Profit before exceptional item and tax	698.80	723.84	2,240.38	2,102.12
Net Profit after exceptional item	698.80	2,279.99	2,240.38	3,658.27
Profit / (Loss) After Tax	519.83	1,905.77	1,822.11	3,287.23
Total Comprehensive Income	658.11	2,015.00	1,942.95	3,393.35

OPERATIONS REVIEW

The Company achieved considerable progress in FY 2018-19 by strengthening its position in as a ''Branded Lifecycle Learning Platform'' and improving the quality of its revenue. It ended the year with a Profit Before Tax (before Exceptional Items) of Rs. 2,240 Lakhs, which amounted to a growth of 6.6% vis-a-vis the previous financial year. The FY 2018-19 EBIT was also higher by 6.7% over FY 2017-18 to Rs. 2,249 Lakhs, in spite of headline Revenue from Operations declining by 9% from Rs. 22,914 Lakhs in previous year to Rs. 20,855 Lakhs in FY 2018-19. This decline in revenue was primarily on account of a conscious decision to exit from low margin businesses and projects in the International Retail business and a temporary impact of strategic realignment on business traction for the Institutional segment. The Profit After Tax for FY 2018-19 was Rs. 1,822 Lakhs, which was lower than the previous year when the Company had recorded exceptional income from sale of properties. The balance sheet of the Company continued to be healthy with zero debt and Cash, Cash Equivalents, Short-term Investments & Financial Instruments amounting to Rs. 6,331 Lakhs as on March 31, 2019.

The Retail segment, on a like-to-like basis, after excluding the discontinued revenue streams from low margin businesses and projects revenue in the International Retail division, grew by 6.5%. Domestic Retail, the primary growth driver for the Company, continued growing at a healthy pace in FY 2018-19, i.e. 13.9% on a YOY basis. The revenue mix for the Retail segment moved from 65:35 in FY 2017-18 to 77:23 in FY 2018-19 in favour of Domestic Retail. Retail EBIT expanded by 14% from Rs. 4,673 Lakhs to Rs. 5,326 Lakhs with the EBIT margin for the segment going up to 37.8% from 32.1% in the preceding year. The Institutional segment ended FY 2018-19 with a top line of Rs. 6,762 Lakhs vis-a-vis Rs. 8,362 Lakhs logged in FY 2017-18. The strategic realignment implemented in the Assessment division of the Institutional segment started delivering results in the last quarter of FY 2018-19, however the full impact would be seen from the next financial year onwards. The Company continued to improve operational efficiencies at the corporate overhead expenses level and the ESOP expenses, which have been recognized under ''Employees Benefits Expenses'' as ''Share Based payment to Employees'', saw a net write back of Rs. 306 Lakhs on account of the lapsed/cancelled ESOPs that will not vest, as against an expense of Rs. 1,227 Lakhs in FY 2017-18.

Overall system-wide collection from students for the franchise business in Retail segment was Rs. 42,001 Lakhs in FY 2018-19 vs. Rs. 35,884 Lakhs in FY 2017-18, translating to a growth of 17.1%. Out of this total, system-wide collection for Domestic Retail was Rs. 29,910 Lakhs and for International Retail was Rs. 12,091 Lakhs with a YOY growth of 20.3% and 9.7% respectively. From April 2018 to March 2019, there was a net addition of 76 active centres in Domestic Retail and of 6 active centres in International Retail. This expansion was on the base of 574 active India centres and 121 active overseas centres in March 2018.

Performance in the Retail segment was achieved on the back of Company''s consistent and committed strategic thrust to strengthen its position as the ''Branded Lifecycle Learning Platform'' of choice. This was achieved through pursuit of ''Employment Driven Enrolment'' and its mission to eliminate unemployment, primarily in the domestic market, and enhanced value proposition with advanced courses and pathway to world-class international qualifications through alliances. Some of the major initiatives on these fronts were:

1. Launching high value premium courses and expanding course basket to address more sub-segments within each vertical. Objective is to maintain industry relevance as a source for skilled resources from a quality, coverage and number perspective.

2. Leveraging technology to improve quality of learning outcomes and student experience such as use of Augmented Reality, by employing latest pedagogy of video-assisted classrooms, online Master Class by international experts, and many more with the objective to provide holistic and experiential learning.

3. Providing a common online platform Creosouls that would bring its three main stakeholders, viz. student, franchisee and recruiter, together and help them showcase student work, jobs, events, competitions, courses, etc. to the entire community.

4. Partnering with recruiters to incorporate specific skills or training modules in the course so as to ensure job-ready candidates. Also, by entering into specific Hire & Train agreements.

5. Enhancing the share of voice through increased marketing intensity and comprehensive marketing strategy across all mediums. Use of Mr. Rahul Dravid as the brand ambassador for Aptech Learning and Arena Animation was the biggest example of increased focus on marketing.

6. Increasing use of mobile and digital technologies in marketing and counseling process, for e.g. use of Virtual Reality kits, online tools etc. in counseling and use of voice bots, AR and VR on websites.

7. Using events as a key thrust for student engagement and industry connect to increase excitement around the brand by giving a platform for experience, interaction and expression that would also lead to higher amount of content for social and traditional media. This is also a key element of the revenue model for most brands.

8. Continuing to focus on faster expansion of all brands, especially new brands that have widened the Company''s lifecycle coverage at both ends, i.e. ''before job'' and ''after job''.

9. Continued rationalization and restructuring of network by weeding out non-performing and defaulting franchisees to ensure minimizing potential business loss and improving quality.

The Company had put into motion a plan to re-energize the Assessment & Testing division during the year because of the impact of operational setbacks in previous year. This included a new strategy to focus on specific segments of exams where probability of extraneous factors affecting delivery and customer relationship were negligible. It was also found prudent to spread the risk by focusing to acquire a larger base of customers without too much dependence on a single client, and to rationalize the fixed investments in line with the existing revenue base. New tool for Digitization of Records was also launched in the market to capture a larger share of customer''s wallet.

The Company has continued to focus on improving the quality and robustness of its business processes, and as a testament the Company was certified by CMMI® Institute at Capability Maturity Level 3 for its Enterprise Business group and also received the prestigious Golden Peacock National Training Award 2019. Trust and recognition enjoyed by its star brands was visible from the ''Brand of the Decade'' award in the Education Space that was conferred by Brand Advertising Research and Consulting Asia and Herald Global in May 2018 to ''Aptech'' and ''Arena''. Similarly, in the international arena, Aptech Vietnam received the Top ICT award in the Training category for the 16th year in row.

DIVIDEND

An Interim Dividend of Rs. 3.50 per equity share was paid to the shareholders as approved by the Board of Directors at its meetings held on 21st May, 2019. The Directors have considered it financially prudent to re-invest profits into the business of the Company and therefore do not intend to recommend final dividend.

DIRECTORS

During the year 2018-19, the Directors met four times on 30^th May, 2018, 26^thJuly, 2018, 25^thOctober, 2018 and 11^th February, 2019.

Mr. Rajiv Agarwal , Non Executive Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Mrs. Madhu Jayakumar whose first term of five years will get over on 23 ^rd September 2019 and who meets with the criteria of independence, is eligible for re-appointment for the second term of five years.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

EMPLOYEE STOCK OPTIONS

The Members of the Company at its Annual General Meeting held on 27^th September, 2016 had approved the Aptech Employee Stock Option Scheme 2016 ("the Scheme"), to create offer and grant upto 44,32,620 Employee Stock Options to all eligible employees, directors (excluding promoter directors) of the Company and employees of its subsidiaries with a view to attract and retain key talents working with the Company and its Subsidiary Company (ies) by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. All the plans are administered by the Nomination & Remuneration Committee of the Board. Disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on Company''s Website on the link: https://www.aptech-worldwide.com/downloads/news-and-notification/DISCLOSUREASREQUIREDUNDERSEBIESOP-Aptech-31.03.2019.pdf

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed there under, the extract of the annual return for FY 2018-19 is available on Company''s website on the link : www.aptech-worldwide.com

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company''s website: https://www.aptech-worldwide.com/downloads/InvestorPolicy/ Aptech_RPTPolicy2019.pdf Details of Related Party Transactions are given in AOC-2 as Annexure-IV.

SUBSIDIARIES

As on 31st March 2019, the Company had 7 subsidiaries and 1 joint venture. Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014, Form AOC-1 is attached to the financial statements of the Company. The said Form also highlights performance of the said entities and their contribution to the overall performance of the Company during the year ended 31st March 2019.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations.

The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/ aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarge the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https://www.aptech-worldwide. com/downloads/policy-on-csr.pdf

The Disclosure with respect to CSR activities forming part of this report is given in Annexure-I.

DEPOSITS

The Company does not accept any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement that :

(i) i n the presentation of the annual accounts for the year ended March 31, 2019, applicable accounting standards have been followed and that there are no material departures;

(ii) t hey have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2019 and of the profit of the Company for the year ended on that date;

(iii) t hey have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

(v) internal financial controls followed by the Company are adequate and were operating effectively

(vi) the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

DETAILS OF REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) are given in Annexure-III.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be made available to any shareholder on a specific request made by him in writing before the date of the Annual General Meeting and such particulars shall be made available by the Company within three days from the date of receipt of such request from shareholder. In case the request is received after the Annual General Meeting such particulars shall be made available to the shareholder within seven days from the date of receipt of such request.

PREVENTION OF SEXUAL HARASSMENT MECHANISM:

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Company''s website i.e. www.aptech-worldwide.com Further, your Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) were appointed as the Statutory Auditors from the conclusion of the seventeenth Annual General Meeting held on 31^st July, 2017 till conclusion of the Twenty Second Annual General Meeting subject to ratification of their appointment at every AGM, if required under the law.There are no qualifications, reservations or adverse remarks in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed there under, the Company has appointed M/s.

5 G & Associates, Practicing Company Secretaries to undertake its Secretarial Audit. Pursuant to regulation 24A of SEBI (Listing Obligations

6 Disclosure Requirement) Amendment Regulation, 2018, Secretarial audit report of Maya Entertainment Limited is also annexed to Board Report along with the Secretarial Audit Report of the Company collectively as Annexure-II. There are no qualifications, reservations or adverse remarks in their Audit Report.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Vijay Aggarwal Anil Pant

Director Managing Director & CEO

DIN: 00515412 D IN: 07565631

Place: Mumbai

Date: 24th June, 2019

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Mar 31, 2018

THE MEMBERS OF APTECH LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2018.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2018 are presented below:

(Rs. In lakhs)

	Standalone		Consolidated
Particulars	Year ended March 31, 2018	Year ended March 31, 2017	Year ended March 31, 2018	Year ended March 31, 2017
Operating Revenue	15913.97	12322.58	22914.23	21218.22
Total Revenue including Exceptional Income	17901.82	12790.35	24983.27	21653.49
Total Expenditure	15621.83	11582.79	21325.00	19372.04
Net Profit	2279.99	1207.56	3658.27	2281.45
Profit / (Loss) After Tax	1905.77	943.68	3287.23	1930.39
Total Comprehensive Income	2015.00	897.00	3393.35	1872.04

OPERATIONS REVIEW

It was another year of business growth for the Company, as it clocked a Revenue from Operations of Rs. 22,914 lacs, corresponding to an increase of 8.0% vis-a-vis FY2016-17. The lower growth rate is attributable the Company’s decision to exit low margin projects business that was executed in previous years. On a like-to-like basis after excluding such discontinued business, the Operating Revenue growth would be 19.7%. While the reported segment performance show stagnant revenue growth for the Retail segment, after excluding the projects business the actual segment growth translates to 17.0%. Both Domestic and International Retail businesses performed well on revenue growth front. The Non-Retail segment grew by 24.7%. EBIT for Retail went up by 25% in FY2017-18 on a Y-o-Y basis on account of operating leverage inherent in the business model. Excluding the charge for ESOPs allotted to employees, the Company EBIT went up by 16.4% against previous year. Profit Before Tax (PBT) after exceptional items burgeoned to Rs. 3,658 lacs in FY2017-18 vs. Rs. 2,281 lacs in FY2016-17, an increase of 60.3%. Total Comprehensive Income as per the new Indian Accounting Standards was buoyant with a jump of 81.2% and Basic EPS was Rs. 8.24 per share. The Company continued to have zero debt and has cash and liquid investments of Rs. 5,102 lacs as on 31st March 2018.

In Retail segment, the Animation & Multimedia vertical, which comprises Arena Animation and MAAC brands, is the largest business contributor. The vertical performed well for the Company across all markets, especially in the domestic market where it further consolidated its market leadership. New brand franchises of Montana International Pre-School and Lakme Academy Powered by Aptech also expanded at a fast pace in the domestic market with a combined revenue growing multiple of the previous year’s revenue. In the International Retail business, discontinuation of low margin projects that contributed significantly to the top line in FY2016-17 meant a decline in revenue in FY2017-18. Higher traction in new centre sign-ups and renewal of old centres, and rollout of enhanced assessments and alliances with Universities bolstered the revenue for International Retail. The digital platform and sustained sales push resulted in a higher jump in income from sale of course material provided to students on a global basis, as compared to the average revenue growth for the Retail segment. Combined with the surge in revenue from new sign-ups, these factors have helped improve the overall segment profitability.

The Company is continuously and consistently increasing the use of digital technologies to improve the learning experience and outcomes for students. While the Onlinevarsity and digital marketing initiatives have been a big success, during FY2017-18 it initiated a project to incorporate Augmented Reality (AR) and Virtual Reality (VR) at the counselling desk and AR in the course books. These initiatives will significantly enhance the student experience of the brand and product. Arena Animation also launched paid ‘Masterclasses’, where Industry experts conduct workshops through online delivery format for the students. Another major initiative taken up by the Company was to re-enter the qualification market in a significantly bigger way by tying up with NCC of UK to offer a chance to our existing ACCP students to also get a Level 5 Diploma in Computing (L5DC; recognised by Ofqual, UK) by integrating a few credits in their course work. L5DC qualification also enables the student to join directly in the third year of an international under-graduate program in Computing with colleges from UK, US, Canada, Australia, etc. This tie-up is applicable for all countries where Aptech is present and will help us enhance value proposition of our products. On the expansion front, Lakme did exceedingly well in the domestic market by signing up 56 new centres as against 19 in FY2016-17. In the international market, Company re-entered Bangladesh with a new Master Franchise partnership for Aptech Computer Education and Arena Animation. The Industry Connect and Placements (ICAP) team, which was established in the previous year to act as a liaison between the employers and the Aptech ecosystem, managed to make available more than twice the number of job openings as FY2016-17 to Aptech students.

Both the Assessment and Corporate Training verticals performed well for the Non-retail segment, with the former growing by 20.5% and the latter by 59.2%. The Company added many new customers during the fiscal in the Assessment vertical, and they contributed signifincatly to the vertical growth in revenues. In the Corporate Training vertical, revenue growth has accrued primarily from growth in revenue from one of its largest customer in the telecom domain.

Aptech was certified among the Top 50 mid-size workplaces by the Great Place to Work® institute for the period May 2017 — April 2018. The Company also initiated the process to get certified by CMMI® Institute at Maturity Level 3 of People Capability Maturity Model (PCMM) to get an independent and unbiased evaluation of its people processes. During the year, newer brands in its stable, Aptech Montana International Preschool and Lakme Academy Powered by Aptech won the “Best Early Learning Education Innovative Curriculum Award” and the “Skill Learning Training — Beauty Award” respectively at the 8th edition of the Indian Education Awards 2018, New Delhi. Aptech IT and MAAC were featured in the prestigious ‘Training Institute of the Year 2017’ list, as selected by the Higher Education Review magazine. In the international arena, the Company for the 15th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam (2003 - 2017).

DIVIDEND

An Interim Dividend of Rs. 3.50 per equity share was paid to the shareholders as approved by the Board of Directors at its meeting held on 30th May, 2018. The Directors have considered it financially prudent to re-invest profits into the business of the Company and therefore do not intend to recommend Final Dividend.

DIRECTORS

During the year 2017-18, the Directors met four times on 24th May, 2017, 31 ^ July, 2017, 9th November, 2017 and 7th February, 2018.

Mr. Madhusudan Kela was appointed as an Additional Director (Non-Executive Independent Director) with effect from 9th November, 2017, who holds office upto the ensuing Annual General Meeting and being eligible offers himself for appointment.

Mr. C Y Pal resigned as an Independent Director on 7th February, 2018.

Mr. Nikhil Dalal was appointed as an Additional Director (Non-Executive Independent Director) with effect from, 30th May, 2018 who holds office upto the ensuing Annual General Meeting and being eligible offers himself for appointment.

Mr. Ninad Karpe, Non Executive Director, retires by rotation at the ensuing annual general meeting and is eligible for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out annual evaluation of its own performance. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

EMPLOYEE STOCK OPTIONS

The Members of the Company at its Annual General Meeting held on 27th September, 2016 approved the Aptech Employee Stock Option Scheme 2016 (“the Scheme”), to create offer and grant upto 44,32,620 Employee Stock Options to all eligible employees, directors (excluding promoter directors) of the Company and employees of its subsidiaries with a view to attract and retain key talents working with the Company and its Subsidiary Company (ies) by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. All the plans are administered by the Nomination & Remuneration Committee of the Board. Disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on Company’s Website on the link:

https://www.aptech-worldwide.com/downloads/news-and-notification/DISCLOSUREASREQUIREDUNDERSEBIESOP2018.pdf.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company’s website:http://www.aptech-worldwide.com/downloads/aptech-policy/Policy-Aptech-RPT. pdf Details of Related Party Transactions are given in AOC-2 as Annexure-V.

SUBSIDIARIES

As on 31st March 2018, the Company had 7 Subsidiaries. Pursuant to Rule 5 of the Companies (Accounts) Rules, 2014 the performance and financial position of the Subsidiaries is included for the financial year ended 31st March, 2018 as per Form AOC-1 attached to the financial statements of the Company.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. With a view to enlarge the scope of CSR activities, the Company revised the CSR Policy to enable providing skill development to underprivileged children and youth besides the existing activities. The revised policy also facilitates education by providing financial assistance to the NGOs which are working in the field of development of children and youth through education. The revised policy has been uploaded on the website of the Company https://www.aptech-worldwide.com/downloads/policy-on-csr.pdf

The Disclosure with respect to CSR activities forming part of this report is given in Annexure-II

DEPOSITS

The Company does not accept any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors’ Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement that :

(i) in the presentation of the annual accounts for the year ended March 31, 2018, applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) internal financial controls followed by the Company are adequate and were operating effectively;

(vi) the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT Conservation of Energy

Adequate measures are taken to conserve energy although the Company’s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing details of employees is given below.

Sr.No.	Name	Age (yrs.)	Date of Joining	Remuneration paid (Rs. in lacs)	Designation	Educational Qualification	Experience	Previous Employment
1	Anil Pant	50	1st July, 2016	270.07	Managing Director & CEO	BE - Bangalore University	27	Tata Consultancy Services Limited
2	Anuj Kacker	56	3rd February, 2003	150.17	Wholetime Director	BTECH -IIT Kanpur / PGDM -IIM Kolkata	20	Akai Consumer Electronics Ltd

STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) were appointed as the Statutory Auditors from the conclusion of the seventeenth Annual General Meeting held on 31st July, 2017 till conclusion of the Twenty Second Annual General Meeting subject to ratification of their appointment at every AGM, if required under the law. There are no qualifications, reservations or adverse remarks in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the company has appointed M/s. SG and Associates, Practicing Company Secretaries to undertake its Secretarial Audit. There are no qualifications, reservations or adverse remarks in their Audit Report. The Secretarial Audit Report is annexed to the Board Report as Annexure-III.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the financial year no such complaints were received.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Place: Mumbai Vijay Aggarwal Anil Pant

Date: 25th June, 2018 Director Managing Director & CEO

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Mar 31, 2017

THE MEMBERS OF APTECH LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2017.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting year ended March 31, 2017 are presented below:

(Rs. In lacs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2017	Year ended March 31, 2016	Year ended March 31, 2017	Year ended March 31, 2016
Operating Revenue	11708.70	9085.08	21333.01	16332.68
Dividend & Other Income	400.73	335.54	320.47	350.94
Total Revenue	12109.43	9420.62	21653.48	16683.62
Total Expenditure	10953.98	8124.59	19455.49	15386.78
Net Profit	1155.45	1296.03	2197.99	1296.84
Profit / (Loss) After Tax	908.45	1019.03	1871.20	1019.32
Profit/(Loss) After Tax & Share of Associates	908.45	1019.03	1871.20	1016.88

OPERATIONS REVIEW

The Company was able to revive business growth in FY2016-17 in both its reporting segments. Retail segment grew by 12.1% whereas Institutional segment revenue more than doubled from Rs. 3,223 lacs to Rs. 6,726 lacs. With the inherent operating leverage built into the business models of each segment, the segment EBIT for Retail went up by 21.3% and that for Institutional business was more than seven times the EBIT in FY2015-16. In the Retail segment, both domestic and international businesses grew by 12.3% and 11.9% respectively.

Animation & Multimedia, which is the largest segment for the Company, showed a strong demand growth in the domestic market. The Company made a concerted effort to expand the demographic profile of its target segment from the existing 18 — 23 years at both the ends by launching new courses and new products. With its focus on a mission to fight ‘Unemployability’, the Company successfully launched a digital campaign to provide job oriented courses across all its brands to unemployed graduates. It also launched Aptech Montana International Pre-school & Day Care product in collaboration with an existing single city pre-school chain. The Company signed up franchise for 23 new centres of the pre-school in the first year. In addition to increased pace of network expansion for the new products including Lakme Academy, the Company was able to sign-up more new centres in existing brands and hence, the new centre sign-up revenue in the domestic market went up by 90.1%. One of the key network strategies implemented by the Company in domestic market is consolidation of its existing five products using the Aptech mother brand under a single brand ‘Aptech Learning’ to improve sales effectiveness, increase franchise returns and reduce risk. An Aptech Learning centre would offer all or a combination of products from IT (both Software Development and Hardware & Networking programs), Aviation & Hospitality, Banking and English Learning under the same roof. In addition to signing new centres under this format, the Company was successful in converting many existing centres to this one-stop-shop format by signing them up for additional products.

The international business grew on account of improved performance in Vietnam and growth in other major markets in South Asia, Africa and Middle East. The Company signed up centres in new countries such as Ethiopia and Singapore. It also launched a Centre of Excellence in IT under the tender award from Government of India in Costa Rica and Commonwealth of Dominica. The Company continued its track record of successfully adapting business models to the needs of each market, by pursuing a Certification model for the Latin American & Caribbean market and getting its first success with sign up of an Authorized Training & Testing Partner in Trinidad & Tobago. Overall it signed up 24 new locations across its major brands in the international market. The Company also signed Master Franchise agreements for Aptech Computer Education brand in ECOWAS, Africa and for three brands in Nepal. It has also made determined efforts in the current fiscal to expand its target markets from developing countries to advanced countries.

The surge in Institutional business revenue and profits was primarily on account of sales growth in the Assessment division. The Company added many new customers during the fiscal, who contributed a little more than one third of division’s annual revenues. The Company expanded significantly in the Government and PSU recruitment test segment, which continues to see growing adoption of Computer Aided assessments vs. Paper & Pencil exams. The remaining growth was on account of additional business from existing clients. The Company also added a Digital Evaluation offering to its service portfolio in the Assessment space and has already established a reasonable market presence for the offering. In the Training Solutions division, there was lower traction from existing clients and hence the revenues continue to remain range bound. The Company opened two new offices within India, and significantly added to its sales and operations team strength for the Institutional business.

Overall financial results for the FY2016-17 reflect this business success with the total operating revenue increasing from Rs. 16,333 lacs in previous fiscal to Rs. 21,333 lacs, a growth of 30.6%. Operating EBITDA margins jumped from 12.3% to 13.8% on account of revenue growth, and would have been 16.6%, but for the impact of Rs. 581 lacs on account of an ESOP scheme. Profit Before Tax (PBT) after exceptional items was Rs. 2,198 lacs in FY2016-17, an increase of 69.5% from the FY2015-16 level of Rs. 1,297 lacs. Similarly, Profit After Tax and Share of Loss of Associate improved to Rs. 1,871 lacs in FY2016-17 with Basic EPS as Rs. 4.69 per share. The Company continued to have zero debt and has cash and liquid investments of Rs. 4,843 lacs as on 31^st March 2017.

Digitization has been a consistent focus for the Company in the last few years and this continued to show improvement in contribution with increasing number of enrolments coming from leads sourced through digital marketing and constantly growing contribution to Retail revenue from sale of course books after adoption of Onlinevarsity as the only medium of courseware delivery. The Company has established a new function called Industry Connect and Placements (ICAP) to be able to implement its mission of fighting ‘Unemployability’. This function has strengthened the dialog with the industry to have a better insight into the skill demand and adapt our courses as per the constantly shifting demand. They have had multiple successes during the year in providing quality placement opportunities for our students. This function is going to be the fulcrum of our strategy in driving growth in our domestic Retail business. The Company has also implemented many employee friendly policies such as Life Insurance cover of Rs. 1 crore minimum for each employee in addition to declaring an ESOP scheme with wide coverage.

In FY2016-17, Aptech was honored as India’s Most Trusted Brand Award 2016 under the Training and Education category in the Consumer Survey Report, MRG 2016. The Company for the 14^th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam (2003 — 2016). It was also awarded as a “Pioneer in Skilling Africa” by ASSOCHAM at the India — Africa Champion-on-Biz Awards 2016. Aptech Kazakhstan center was awarded as the best training center in computer technology for the year 2016.

DIVIDEND

An Interim Dividend of Rs. 3.00 per equity share was paid to the shareholders as approved by the Board of Directors at its meeting held on 24^th May, 2017. The Directors have considered it financially prudent to re-invest profits into the business of the Company and therefore do not intend to recommend final dividend.

DIRECTORS

During the year 2016-17, the Directors met five times on 6^th May, 2016, 21^st July, 2016, 19^th August, 2016, 19^th October, 2016 and 24^th January, 2017

Mr. Ninad Karpe was appointed as an Additional Director with effect from 3^rd November, 2016, who holds office upto the ensuing Annual General Meeting and being eligible offers himself for appointment.

Mr. Yash Mahajan, resigned as an Independent Director on 16^th January, 201 7 due to his unavoidable compulsions. The Board of Directors is on the lookout for a suitable candidate who can join the Board as an Independent Director to fill the vacancy.

Mr. Utpal Sheth, Non Executive Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of functioning of the Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

EMPLOYEE STOCK OPTIONS

The Members of the Company at its Annual General Meeting held on 27^th September, 2016 approved the Aptech Employee Stock Option Scheme 2016 (“the Scheme”), to create offer and grant upto 44,32,620 Employee Stock Options to all eligible employees, directors (excluding Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10 % of the outstanding Equity Shares) of the Company and employees of its subsidiaries with a view to attract and retain key talents working with the Company and its Subsidiary Company (ies) by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability. All the plans are administered by the Nomination & Remuneration Committee of the Board. Disclosures as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on Company’s Website on the link: https://www.aptech-worldwide.com/downloads/news-and-notification/ DISCLOSUREASREQUIREDUNDERSEBIESOPpdf

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Loan, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company’s website:http://www.aptech-worldwide.com/downloads/aptech-policy/Policy-Aptech-RPT pdf Details of Related Party Transactions are given in AOC-2 as Annexure-V.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March 2017, the Company had 8 Subsidiaries. During the year under review, name of Aptech Global Investment Limited was changed to Star International Training & Consultancy Pvt. Ltd. effective from 23^rd December, 2016 . Pursuant to Rule 5 (1) of the Companies (Accounts) Rules, 2014 the performance and financial position of the Subsidiaries is included for the financial year ended 31^st March, 2017 as per Form AOC-1 attached to the financial statements of the Company.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

The Nomination and Remuneration Policy can be accessed on the website of the Company https://www.aptech-worldwide.com/downloads/aptech-policy/Remuneration-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company and the same has been uploaded on the website of the Company https://www.aptech-worldwide.com/downloads/policy-on-csr.pdf

The Disclosure with respect to CSR activities forming part of this report is given in Annexure-II

DEPOSITS

The Company does not accept any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors’ Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31, 2017, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2017 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy

Adequate measures are taken to conserve energy although the Company’s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in the Notes to Accounts (Reference point No. B5 & B6 of Note 16).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing details of employees is given below.

Sr No	Name	Age	Date of Joining	Remuneration paid ( in lacs)	Designation	Educational Qualification	Experience	Previous Employment
1	Anil Pant *	49	1st July, 2016	130.25	Managing Director & CEO	B.E	27	Tata Consultancy Services
2	Ninad Karpe*	56	1st Feb 2009 (Resigned effective 3rd November 2016)	169.35	Erstwhile Managing Director & CEO	BCom, ICAI	32	CA India

*Employed for the part of the financial year

STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act 2013, the term of office of M/s. Khimji Kunverji & Co., Chartered Accountants, as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company. The Board of Directors places on record its appreciation for the services rendered by M/s. Khimji Kunverji & Co., Chartered Accountants as the Statutory Auditors of the Company. Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s Bansi S. Mehta & Co (ICAI Firm Registration No. 100991W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Company has appointed M/s. SG and Associates, Practicing Company Secretaries to undertake its Secretarial Audit. There are no qualifications, reservations or adverse remarks in their Audit Report. The Secretarial Audit Report is annexed to the Board Report as Annexure-III

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the financial year no such complaints were received.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

C. Y. Pal Anil Pant

Vice Chairman Managing Director & CEO

Place: Mumbai

Date: 30^th June 2017

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Mar 31, 2016

The Directors are pleased to present their Sixteen Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 201 6.

STATE OF AFFAIRS - SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 201 6 are presented below:

(Rs,ln lacs)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Operating Revenue 9,085.08 10,042.09 16,332.68 17,048.65

Dividend & Other Income 335.54 480.49 350.94 467.08

Total Revenue 9,420.62 10,522.58 16,683.62 17,515.73

Total Expenditure 8,124.59 8,531.79 15,386.78 15,604.93

Net Profit 1,296.03 1,990.79 1,296.84 1,910.79

Profit /(Loss) After Tax 1,019.03 1,648.79 1,019.32 1,568.30

Profit/(Loss) After Tax & Share of Associates 1,019.03 1,648.79 1,016.88 1,564.73

OPERATIONS REVIEW

Performance of the larger ''Individual Training'' or ''Retail'' segment of Aptech in FY2015-16 was a mixed bag with the Retail business declining in revenue terms and International Retail business growing its revenue by 28.54%. Domestic Retail revenue was impacted majorly by drop in accrual income on account of change in MAAC accounting policy, and exit from own centers and alliance with software vendor for content and certifications. ''Enterprise Business'' or ''Non-retail'' segment also declined by 8.51% in FY2015-16 as compared to previous financial year due to de-growth of 1 1.10% in Aptech Testing revenue. The Aptech Testing business continued its decline due to impact of an adverse ruling of Supreme Court on entrance exam business from a leading customer. Operating Revenue for the year was X 1 6,332.68 lac as against X 1 7,048.65 lac in FY201 4-15.

EBITDA declined from X 2,519.94 lacs in the previous year to X 2,027.64 lac in FY2015-1 6. This translates to a drop in EBITDA margin from 14.78% to 12.41%, an impact of 237 basis points. In addition to the lower revenue in Domestic Retail and Enterprise Business, adverse revenue mix in International Retail (lower sign-up fees vs. higher project income) has impacted the margins. Profit Before Tax (PBT) was ^ 1,296.84 lacs in FY2015-16, drop of 32.13% from the FY2014-15 levels of ^ 1,910.79 lac. Similarly, Profit After Tax and Share of Loss of Associate declined to Rs, 1,01 6.88 lacs with EPS as ^ 2.55 per share in FY201 5-1 6. The Company continued to have zero debt and has cash balances of ^ 3,31 9.83 lacs as on 31st March 2016.

With its focused efforts to leverage its franchise platform in the Career Education space, the Company launched many new products in FY201 5-1 6. This includes Aptech Banking & Finance Academy and Lakme Academy Powered by Aptech in the domestic market. Multiple centers have been signed up for these new brands and operations have commenced. Similarly in the international market, the Company has launched Aptech International School offering with a franchise format. In addition to these franchise format based brands, Aptech''s Online Varsity platform was launched as an e-commerce marketplace for the wider market, selling short training courses from Aptech and its partners. Aptech will going forward continue its efforts to scale-up its ''Digital'' footprint. Training courses for all of its existing brands were also revamped and launched to cater to changing market needs.

In FY201 5-1 6, the Company exited from its alliance with Microsoft for its IT Training brands which had an impact on the top line, but is expected to improve profitability in the long term. Continuing its focus to develop events as a key student and industry engagement avenue for its brands, the Company continued to grow the scale and reach of its premier events such as Orbit Live, Kalakari and Creative Minds of Arena Animation, 24FPS, National Students Meet and MAAC Creative League of MAAC and Panorama of Aptech Aviation. It introduced a new event ''Code Tadka'' under the IT Training brand. In addition to delivering an enriching experience for the participating students, these events also helped the Company generate additional income. Similarly, in the international market Company''s focus was on winning and delivering skill development projects. In FY201 5-1 6, some of the major projects delivered by Aptech were IT skill development project from Ministry of Communications & IT of Afghanistan, capacity development from Malaysian Administrative Modernization and Management Planning Unit (MAMPU) and ''Train The Trainer'' project in Panama from Government of India.

The total number of new center sign-ups in FY201 5-16 was 1 42 as against 1 07 in FY201 4-15 on the back of 1 26 new centers (including 23 for new brands) signed-up in domestic markets vs. 73 in previous year. In contrast, the scenario in the international market was exactly reverse with only 1 6 new centers signed vs. 34 in FY201 4-1 5. At the end of the year, the overall network strength was 935, with 1 91 centers in the international market. The company entered newer markets such as Zambia, Bhutan and Egypt in this financial year. A new Master Franchisee partnership was signed for Aptech Computer Education brand in an African country.

Assessment & Testing division booked 1 6.88 lacs tests in the current year. The company''s started delivery of exams on the first release of its own testing software and is working towards enhancing future releases. From the many new orders signed and delivered in FY2015-16, the partnership with a leading system integrator for delivery of exams for Madhya Pradesh state governments Professional Examination Board and contract with defense services linked non-profit are important for future growth of the division. The Training Solutions division also expanded on its offering for new age/ e-commerce companies and added many new customers including three leading e-commerce portals and a cab aggregator to its portfolio.

The Company for the 13th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association/ Vietnam (2003 — 2015). Similarly/ Aptech Uganda won the award for Best ICT Training institute in Uganda for the 3rd consecutive year at the URI Awards. Students'' films from two of MAAC''s centers won awards in Best Animation Short Film and Best C.G. Advertisement category at the International Film Festival Chandigarh/ 201 5. Also, a student created portrait of Prime Minister Mr. Modi based on pixilation concept by MAAC students is likely to be published in Limca Book of Records Edition 201 7.

DIVIDEND

During the year under review/ Interim Dividend of ^ 1.00 per equity share was paid to the shareholders as approved by the Board of Directors at its meetings held on 3rd February 201 6. The Directors have considered it financially prudent to re-invest profits into the business of the Company and therefore have not recommended final dividend.

DIRECTORS

During the year, the Directors met four times on 29th April 201 5, 7th August 201 5, 26th October 201 5, and 3rd February 201 6.

Mr. Maheshwer Peri, resigned as an Independent Director on 28th March 201 6 due to personal reasons.

Mr. Rakesh Jhunjhunwala, Chairman, retires by rotation at the ensuing annual general meeting and is eligible for re-appointment.

At the meeting of the Board of Directors held on 6th May 201 6, Mr. Ninad Karpe submitted his resignation as Managing Director & CEO. While accepting the resignation with regret, the Board requested him to continue in the said position in terms of his appointment which is for a period of 1 80 days from the date of resignation in order to enable smooth transition.

Mr. Asit Koticha, resigned as a Nominee Director of ASK Securities Advisory Services Private Limited (ASK) on 22nd June 201 6 owing to transfer of entire shareholding of the Company (1.86% of the equity share capital) held by ASK of which Mr. Koticha was a promoter. The Board of Directors, vide circular resolution dated 22nd June 2016/ have appointed Mr. Asit Koticha as an Additional Director (Non-Executive Independent Director) of the Company to fill up the vacancy caused by the resignation of Mr Maheshwer Peri.

At the meeting of the Board of Directors held on 21s July 201 6, Mr. Anil Pant was appointed as:

a. Additional Director

b. Managing Director & CEO (Designate) with effect from 21st July, 201 6

c. Managing Director & CEO with effect from 3rd November, 201 6 subject to approval of members in the ensuing Annual General Meeting

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 1 49(6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act/ 201 3 and SEBI (Listing Obligations & Disclosure Requirements) Regulation/ 201 5, during the year under review/ the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of functioning of the Board/ Committees and Directors such as adequacy of the composition of the Board and its Committees/ Board culture/ execution and performance of specific duties/ obligation and governance was distributed to each member of the Board and inputs were received.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act/ 2013 and the SEBI (LODR), 2015 the Company has formulated a Policy on Related Party Transactions and the same is uploaded on the Company''s website:http://www.aptech-worldwide.com/downloads/aptech-policy /Policy-Aptech-RPT. pdf Details of Related Party Transactions are given in AOC-2 as Annexure-VI.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March 2016/ the Company had 7 Subsidiaries. During the year under review/ Aptech Worldwide Corporation/ USA/ a wholly owned subsidiary has been dissolved. Pursuant to Rule 5 (1) of the Companies (Accounts) Rules/ 2014 the performance and financial position of the Subsidiaries is included for the financial year ended 31 ^ March/ 201 6 as per Form AOC-1 attached to the financial statements of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules/ 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company.

The Disclosure with respect to CSR activities forming part of this report is given in Annexure-lll

DEPOSITS

The Company does not accept any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. It includes its corporate and other structures/ its culture/ policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies/ corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them/ your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31 / 201 6, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have/ in the selection of the accounting policies/ consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31 / 201 6 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care/ to the best of their knowledge and ability/ for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in the Notes to Accounts (Reference point No. B6 & B7 of Note 1 6).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act/ 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules/ 201 A, a statement containing details of employees are given below.

Sr Name Age Date of Remuneration

No Joining paid (Rs, in lacs)

1 Ninad Karpe 55 1s Feb 2009 213.49



Name Designation Educational Experience Previous Qualification Employment

Ninad Managing karpe Director & CEO BCom, ICAI 31 CA India

STATUTORY AUDITORS

M/s. Khimji Kunverji & Co./ Chartered Accountants who are the Statutory Auditors of the Company/ have confirmed vide their certificate dated 1 4th April 201 6 that they are eligible for re-appointment at the ensuing annual general meeting to conduct audit of the accounts of the company for the financial year 201 6-1 7 and that their re-appointment/ if made will be in accordance with the provisions of the Companies Act/ 201 3 and as per the term prescribed under the said act.

The Observation and comments given by the Auditors in their report read together with notes on financial statements are self explanatory and hence does not call for any further comments under Section 1 34 of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act/ 201 3 and the rules framed there under/ the company has appointed M/s. SG and Associates/ Practicing Company Secretaries to undertake its Secretarial Audit. There are no qualifications/ reservations or adverse remarks in their Audit Report. The Secretarial Audit Report is annexed to the Board Report as Annexure-IV

APPOINTMENT OF M/S KARVY COMPUTERSHARE PRIVATE LIMITED AS THE REGISTRAR & TRANSFER AGENT OF YOUR COMPANY

In March/ 201 6, your Company discovered certain irregularities at M/s. Share pro Services (India) Private Limited (hereinafter referred to as "Sharepro")/ erstwhile Registrar & Transfer Agent/ with regard to share related activities. After conducting preliminary investigation/ your Company filed a criminal complaint against Sharepro and some of its employees.

Pursuant to SEBI Order No. WTM/RKA/MIRSD2/4 1/201 6 dated 22nd March/201 6; the Company conducted the audit of the records and systems of Sharepro for the past 1 0 years concerning dividend payments and transfer of securities. The said report has been filed with BSE and NSE.

Pursuant to said order/ the Company terminated the services of Sharepro and appointed Karvy Computershare Private Limited with effect from 1st June/2016.

COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the financial year no such complaints were received.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders/ Bankers/ Financial Institutions/ Government authorities/ esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors



Place: Mumbai C. Y. Pal Ninad Karpe

Date: 19th August/2016 Vice - Chairman Managing Director & CEO

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Mar 31, 2015

Dear Members,

The Directors are pleased to present their Fifteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31,2015.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the accounting year ended March 31,2015 are presented below:

(Rs. In lacs)

Standalone

Particulars Year ended March Year ended March 31, 2015 31, 2014

Operating Revenue 10,042.09 10,738.33

Other Income 480.49 855.78

Total Revenue from Operation 10,522.58 11,594.11

Total Expenditure excluding Interest & Depreciation 7,917.63 8,172.73

Operating profit before Interest, Depreciation & Tax 2,124.45 2,565.60

Profit Before Exceptional Items, Depreciation & Tax 2,567.76 3,393.18

Profit / (Loss) Before Tax 1,990.79 2,899.11

Profit / (Loss) After Tax 1,648.79 2,339.11

Profit/(Loss) After Tax & share of Associates 1,648.79 2,339.11

Consolidated

Particulars Year ended March Year ended March 31, 2015 31, 2014

Operating Revenue 17,048.65 18,170.65

Other Income 467.08 885.09

Total Revenue from Operation 17,515.73 19,055.74

Total Expenditure excluding Interest & Depreciation 14,590.37 14,670.60

Operating profit before Interest, Depreciation & Tax 2,458.28 3,500.05

Profit Before Exceptional Items, Depreciation & Tax 2,888.18 4,356.91

Profit / (Loss) Before Tax 1,910.79 3,558.68

Profit / (Loss) After Tax 1,568.30 2,981.38

Profit/(Loss) After Tax & share of Associates 1,564.73 2,975.94

OPERATIONS REVIEW

The core retail business of Aptech continued to grow in terms of top line in FY2014-15. Excluding the accrual revenue for MAAC, IT Training and Aptech Aviation brands, which was impacted because of change in MAAC accounting policy and own center exits, the overall Individual Training segment grew by 5.9%. Within the overall Individual Training segment, the domestic business witnessed a jump of 5.2% while the international business went up by 6.7%.

The Company continued to have zero debt and has cash balances of Rs. 3,788.53 lacs as on 31st March 2015.

In the last few years Aptech has improved its franchise model into a Career Education platform which can be leveraged to deploy additional new brands/ products in the Career Education space. The Company is innovating to make this a differentiated platform so as to give a competitive edge to a new product right from the beginning. The new product to be launched would be Aptech Banking & Finance Academy in the first half of year FY2015-16 based on the groundwork done in current financial year. Digitization is one of the key pillars of this effort. Right from the initial investments into an online center ERP system and shift of marketing spend to online medium, Aptech has slowly and surely started to increase its digital footprint. With the launch of OnlineVarsity two years back for its retail brands, most of the courseware has now moved online and each year a greater percentage of students are experiencing Digital Aptech through this platform.

The other key element to Aptech's value proposition to the students going forward will be events and engagement activities to be conducted by Aptech at the brand level and franchise partner at the center level. With this approach in FY2014-15, the Company launched many new events such as 'Evolve' for IT Training, 'Kalakari' in Arena Animation, 'Panorama' for Aptech Aviation, and MaacKlick, MAAC Creative League, Masterclass and 100HRS in MAAC. The Organized Retail training partnership with the TRRAIN foundation has catapulted in FY2014-15 to total enrolments of 2,924 students as against 666 in FY2013-14.

In FY2014-15, the Company's strength of network of centers was 952 as on 31st March 2015. New center additions were 114 vs. 130 in the previous financial year. Gross additions in the international market were 37 as against 33 in FY2013-14. The Company entered into many newer markets during the year such as Bahrain, Mozambique, Libya, Zimbabwe, Kenya and Swaziland.

The Company for the 12th year in a row won the ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam (2003 - 2014). Student film from a MAAC center in Mumbai won the Best Animation Award in Indian Cine Film Festival 2014 and 'The Resilient Bangalore Traffic Cop', a documentary made by MAAC students, won many accolades and award. Indian VFX and Animation Council (IVAC) endorsed MAAC courses. Some of the other recognitions included 'Microsoft -Wizard of Technology' award and certificate for 3 Aptech Trainers/ Faculties.

DIVIDEND

During the year under review, two Interim Dividends of Rs. 1.50 and Rs. 1.75 per equity share were paid to the shareholders as approved by the Board of Directors at its meetings held on 9th February 2015 and 29th April 2015 respectively. With this, the total dividend for the year ended 31st March 2015 is Rs.3.25 per share (32.50%).

DIRECTORS

At the ensuing Annual General Meeting, Mr. Maheshwer Peri, Mr. Vijay Aggarwal and Mr. Ramesh Damani are proposed to be appointed as Independent Directors upto 31st March 2019. Mr. Rajiv Agarwal, Director of the Company, retiring by rotation and being eligible offers himself for re-appointment.

Mr. Walter Saldanha ceased to be Director of the Company with effect from 31st July 2014.

Keeping in view the legal requirements, the Board of Directors at its meeting held on 24th September 2014, appointed Ms. Madhu Jayakumar as an Independent Director for five years. Her appointment was approved by the shareholders at the last Annual General Meeting. At the time of appointing Ms. Madhu Jayakumar, a formal letter of appointment was given to her which has been posted on the Company's website on the link http://www.aptech- worldwide.com/downloads/Letter-of-appointment-Madhu.pdf. By way of introduction to the Company, a detailed Corporate presentation was given to her which is posted on the Compay's website on the link http://www.aptech-worldwide.com/pages/investor-relations/ investorrelations.html.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year under review, the Board carried out the annual evaluation of its own performance. A structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation and governance was distributed to each member of the Board and inputs were received.

The performance evaluation of the Independent Directors who will be appointed at the ensuing Annual General Meeting was carried out by the entire Board. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31,2015, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31,2015 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

(v) That internal financial controls followed by the Company are adequate and were operating effectively

(vi) That the system to ensure compliance with the provisions of all applicable laws were adequate and operating effectively

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Scheme of merger of Maya Entertainment Limited, wholly owned subsidiary with Avalon Aviation Academy Private Limited, another wholly owned subsidiary from appointed date 1st April 2013 was sanctioned by the Hon'ble Bombay High Court on 5th September, 2014 and the same became effective from 23rd September 2014 on filing of the Scheme with the Registrar of Companies. On and from effective date of the scheme, Maya Entertainment Limited ceased to exist. Name of Avalon Aviation Academy Private Limited, thereupon was changed to Maya Entertainment Limited effective 21st October 2014.

The balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies for the year ended 31st March 2015 shall be available on the Company's website (www.aptech-worlwide.com) and will also be available for inspection by any member of the Company at its registered office during Company's business hours.

A statement containing salient features of the financial statements of subsidiaries is also included in Form AOC-1 in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend (k) percentage of shareholding.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company's operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given (Refer point No.B-6 & B-7 of Note 16).

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Company Secretary at the registered office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. The Company has received certificate from Khimji Kunverji & Co. dated 10th April 2015 confirming that their re-appointment for the year 2015-16, if made at the ensuing Annual General Meeting of the Company will be in accordance with the provisions of the Companies Act, 2013 and as per the term prescribed under the said act.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

The Company has taken insurance cover for its assets to the extent required.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Place : Mumbai C. Y. Pal Ninad Karpe Date : 2 nd July, 2015 Vice Chairman Managing Director & CEO

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Mar 31, 2014

Dear members,

The Directors are pleased to present their Fourteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2014.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended March 31, 2014 are presented below:

(Rs. In lacs)

Standalone

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Operating Revenue 10,453.04 10,036.07

Dividend & Other Income 1,141.07 1,191.24

Total Revenue 11,594.11 11,227.31

Total Expenditure excluding depreciation and Interest 8,172.73 8,309.25

Profit Before Interest, Depreciation & Tax 3,421.38 2,918.06

Profit Before Exceptional Items, Depreciation & Tax 3,393.18 2,889.91

Profit Before Exceptional Items and tax 2,899.11 2,263.09

Total Exceptional Items - 800.32 Profit / (Loss) Before Tax 2,899.11 3,063.41

Profit / (Loss) After Tax 2,339.11 2,527.36

Profit/(Loss) After Tax & Minority Interest 2,339.11 2,527.36

(Rs. In lacs)

Consolidated

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Operating Revenue 17,734.47 16,921.02

Dividend & Other Income 1,321.27 1,298.89

Total Revenue 19,055.74 8,219.92

Total Expenditure excluding depreciation and Interest 14,670.60 14,249.77

Profit Before Interest, Depreciation & Tax 4,385.14 3,970.14

Profit Before Exceptional Items, Depreciation & Tax 4,356.91 3,941.64

Profit Before Exceptional Items and tax 3,558.68 3,061.32

Total Exceptional Items - 800.32 Profit / (Loss) Before Tax 3,558.68 3,861.64

Profit / (Loss) After Tax 2,981.38 3,140.15

Profit/(Loss) After Tax & Minority Interest 2,975.94 3,129.79

OPERATIONS REVIEW

FY2013-14 was the first year in the last 5 years when the Aptech delivered Y-o-Y revenue and EBITDA growth in each quarter of the year. While revenues for MAAC were impacted due to the change in accounting policy, the overall revenue for Retail segment excluding MAAC grew by 13.8% and Non-retail segment jumped by 13.2%. The Company has been able to take in its stride the change in MAAC accounting policy, exit from owned centers, opting out from offering degree courses and political turmoil in some of its key international markets and grow the overall operating revenue by 5.9%.

Operating EBITDA margins improved from 16.9% in FY2012-13 to 19.3% for the latest fiscal due to lower Y-o-Y growth of 3.0% in Operating Costs as compared to the 5.9% growth in Operating Revenue. Profit Before Tax (PBT) before exceptional items was Rs. 3,558.68 lacs in FY2013-14. This indicates an increase of 16.2% against PBT before exceptional item of FY2012-13. Profit After Tax After Minority Interest was Rs. 2,975.94 lacs and EPS was Rs. 6.70 per share in FY2013-14. The Company continues to have zero debt and has cash balances of Rs. 4,709.96 lacs as on 31st March 2014.

The key operational highlight of Company''s performance in FY2013-14 was the success in bagging large projects in the International markets for Aptech Learning Ladder in Nigeria and IT Training in Afghanistan. The projects business were the single biggest factor in the leading growth performance of International Retail amongst the three divisions in Aptech with 29.4% Y-o-Y revenue growth in FY2013-14. While Domestic Retail showed de-growth of 8.1% largely on account of MAAC accounting policy change, the Enterprise division as stated above expanded by 13.2% in revenue terms. International revenue (net of China and MAAC) has now jumped to 51.6% of the total retail revenue, thus achieving the internal benchmark of 50% by 2014 a full nine months ahead of the deadline. The Company was successful in entering Myanmar and Gambia. The Company was also able to launch Aptech Aviation and Aptech Networking brands in Ghana, and Aptech Networking in Afghanistan. The Company added 131 more centres taking the total number of centres in India and abroad (excluding China) to 1,038 as of 31st of March 2014. Assessment & Testing continued to grow and consolidated its position as the leading provider of online testing solutions in the academic segment with many large roll-outs.

In FY2013-14, the Company focused on investing its energies in rolling out and expanding the new initiatives that were launched in previous years. It has made good progress in the Organized Retail training partnership with the TRRAIN foundation with many corporate batches conducted during the year, content developed for differently abled job seekers and for Organized Retail skills mapped to National Occupational Standards for the sector to be launched under NSDC Star Scheme. It has also created the base for rapid expansion under the NSDC tie-up in other sectors such as IT, ITeS, Animation & Multimedia and BFSI. Aptech was also empanelled under a similar program by the name ASAP of Kerala government. It was selected to offer training courses in BFSI and Telecom sectors.

The Company continued to bag the prestigious awards it has been winning in international markets for the last many years. However, the crowning achievement for the company in FY2013-14 was selection of its Aptech Computer Education brand as the 2014 Microsoft Partner of the Year Finalist. It also won ICT Gold Medal for Highest Turnover (Category: Training) and Top ICT Training Cup from HCM Computer Association, Vietnam for the 11th year in a row (2003 - 2013). Aptech Computer Education was declared as Brand of The Year Award 2013 in Professional Computer Education Category for the 3rd consecutive year by the Government of Pakistan. Similarly, the IT Training centres in Kazakhstan and Uganda also won the awards for best IT Training centres in their country for the 4th year and 2nd year respectively.

DIVIDEND

During the year under review, two interim dividends of Rs. 2.00 and Rs. 2.50 per equity share were paid to the shareholders as approved by the Board of Directors at its meetings held on 20th January 2014 and 13th May 2014 respectively. With this the total dividend for the year ended 31st March 2014 is Rs.4.50 per share (45%).

BUYBACK OF SHARES

The shareholders of the Company had, by way of a postal ballot on 6th July 2013, approved the buyback of fully paid-up equity shares of Rs.10 each at a price not exceeding Rs 82 per share up to an aggregate amount not exceeding Rs. 64.65 crore.

The Company received an overwhelming response to the said buyback which was open from 23rd July 2013 to 23rd January 2014. The total number of equity shares bought back under the Buy-back is 88,97,861 equity shares of Rs. 10 each. The total amount utilized in the Buyback of equity shares is Rs. 60,05,94,625.80 (Rupees sixty crore five lacs ninety four thousand six hundred twenty five and paise eighty) which is 92.89% of the maximum offer size.

The highest, lowest and the average price at which the equity shares were bought back under the Buy-back offer was Rs. 82.00, Rs. 55.25 and Rs. 67.50 per equity share respectively.

DIRECTORS

In accordance with the erstwhile Companies Act, Mr. Utpal Sheth, Mr. C.Y. Pal and Mr. Yash Mahajan, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. Mr. Ninad Karpe has been reappointed as the Managing Director & CEO with effect from 1st February 2014 by the Board of Directors at the meeting held on 20th January 2014 subject to approval of shareholders at the ensuing annual general meeting. Mr. Walter Saldanha ceased to be Director of the Company with effect from 31st July 2014. Keeping in view the legal requirements, the Board of Directors at its meeting held on 24th September 2014, appointed Ms. Madhu Jayakumar as an Independent Director to fill the vacancy caused by resignation of Mr. Saldanha.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement:

(i) That in the presentation of the annual accounts for the year ended March 31, 2014, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

The Board of Directors of the Company at its meeting held on 11th February 2014, decided to merge one of its wholly owned subsidiary - Maya Entertainment Limited with Avalon Aviation Academy Private Limited, another wholly owned subsidiary. Scheme of Merger from appointed date 1st April 2013 has been sanctioned by the Hon''ble Bombay High Court on 5th September 2014 and the same became effective from 23rd September 2014 on filing with the Registrar of Companies.

The balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies for the year ended 31st March 2014 shall be available on the Company''s website (www.aptech-worlwide.com) and will also be available for inspection by any member of the Company at its registered office during Company''s business hours.

A summary of key financials of Company''s subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

(4) APTECH LIMITED

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

PARTICULARS OF EMPLOYEES

Particulars of employees are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company''s Auditors. The Company has obtained a written confirmation from M/s Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe Chairman Managing Director & CEO

Place: Mumbai Date : 24th September 2014

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Mar 31, 2013

The Members of Aptech Limited

The Directors are pleased to present their Thirteenth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended March 31, 2013.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting year ended March 31, 2013 are presented below:

(Rs. in lacs) Standalone Consolidated Particulars Year ended Year ended Year ended Year ended March 31, 2013 March 31, 2012 March 31 2013 March 31, 2012

Operating Revenue 10,036.07 9,095.20 16,921.02 17,442.36

Dividend & Other Income 1,191.21 1,225.20 1,298.89 6,247.09

Total Revenue 11,227.28 10,320.40 18,219.91 23,689.45

Total Expenditure 8,309.25 7,775.92 14,249.77 15,039.80

Profit Before Interest, Depreciation & Tax 2,918.07 2,544.48 3,970.14 8,649.66

Profit Before Exceptional Items, 2,889.91 2,525.81 3,941.65 8,630.84

Depreciation & Tax

Profit Before Exceptional Items and tax 2,263.09 1,821.67 3,061.33 7,656.99

Total Exceptional Items 800.32 Nil 800.32 (48.95)

Profit/ (Loss) Before Tax 3,063.41 1,821.67 3,861.65 7,608.04

Profit / (Loss) After Tax 2,527.36 1,820.48 3,140.16 7,548.70

Profit/(Loss) After Tax & Minority Interest 2,527.36 1,820.48 3,129.79 7,603.46

OPERATIONS REVIEW

Aptech''s continued focus on "Profitable Growth" has been able to deliver significant operational improvements in terms of turnover and profitability for the core businesses in FY2012-13. While revenues for MAAC were impacted due to the change in accounting policy, the overall revenue for Retail segment excluding MAAC grew by 3.1% and Non-retail segment jumped by 29.8%. This performance has been achieved in the backdrop of closure or franchising of Own Centers, which have come down in number from 22 to 14 in FY2012-13. The Company''s Operating EBITDA margins have improved from 13.8% in FY2011-12 to 15.8% for the latest fiscal. Profit Before Tax (PBT) before exceptional items was Rs. 3,061.6 lacs in FY2012-13, which after considering the exceptional item pertaining to sale of property goes up to Rs. 3,861.9 lacs. This indicates an increase of 50.3% against PBT after exceptional item of FY2011-12 (after excluding special China dividend of Rs. 5,038.4 lacs). Profit After Tax was Rs. 3,130.0 lacs and EPS was Rs. 6.4 per share in FY2012-13. The Company continues to have zero debt and has cash balances in excess of Rs. 120 crore.

The key operational highlight of Company''s performance in FY2012-13 was its successful execution of multiple high stake entrance examinations in India. The Company''s nurturing of its Assessment & Testing businesses has thus delivered positive results and the brand is one of the top three revenue grosser for the Company only in its 9th year of operation. International revenue (net of China and MAAC) has now jumped to 46.25% of the total retail revenue. The Company was successful in entering new geographies such as Cameroon, Côte d''Ivoire, Yemen and Afghanistan. We have also been able to debut MAAC brand in Saudi Arabia and Syria, Aptech Networking in Pakistan and Aptech English in Kazakhstan. Our investment in Syntea, Poland delivered its first returns in the form of a dividend of US$ 5,550 and royalty on Aptech courses of US$ 7,000. The Company added 117 more centres taking the total number of centres in India and abroad (excluding China) to 1,089 as of 31st of March 2013.

As part of its efforts to grow business through new initiatives, the Company entered into an agreement with National Skill Development Corporation to provide job-oriented training in a range of disciplines and also a partnership with Universal Commodities Exchange (UCX) to deliver training in financial markets to students and professionals. The company also formed Aptech Hungama Digital Learning LLP, to take its digital education initiative forward.

The Company continued to be recognized internationally for its commitment to quality education and vocational training. In FY2012-13, the Company''s flagship Aptech Computer Education brand has been recognized as the best IT Training brand in Vietnam (for the 10th time in a row), Pakistan, Kazakhstan and Uganda. Aptech along with its Retail training partner the TRRAIN foundation also won the Best Innovation in Vocational Education & Skills Training award at World Education Awards 2012 summit.

DIVIDEND

Your Directors are pleased to recommend for your consideration a final dividend of Rs. 2.50 per equity share of Rs. 10/- for the period ended March 31, 2013. An interim dividend of Rs. 1.50 per equity share was paid to the shareholders as approved by the Board of Directors at its meeting held on 22nd January 2013. With this, the total dividend for the year ended 31st March 2013 is Rs. 4/- per share (40%).

Note: FYE Mar''13 includes 25% Proposed Final Dividend

BUYBACK OF SHARES

The Board of Directors at its meeting held on 13th May 2013, approved the buyback of fully paid-up equity shares of Rs.10 each at a price not exceeding Rs 82 per share up to an aggregate amount not exceeding Rs. 64.65 crore, subject to the consent of the shareholders..

Buyback will benefit the shareholders by boosting their returns and thus create a long term value for shareholders. It is expected to result in increase in earnings per share, rationalize the capital structure and also provide a tax efficient mechanism to return surplus cash to the shareholders.

DIRECTORS

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. Ramesh Damani, Mr. Vijay Aggarwal, Mr. Rakesh Jhunjhunwala, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible are due for re-appointment. Mr. Mahehwer Peri and Mr. Anuj Kacker were appointed as additional directors by the Board of Directors at its meeting held on 31st October 2012 who will be eligible for appointment under Section 257 of the Companies Act, 1956. Mr. Anuj Kacker has been appointed as a Wholetime Director with effect from 1st November 2012 by the Board of Directors at the meeting held on 31st October 2012 subject to approval of shareholders at the ensuing annual general meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended March 31, 2013, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2013 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Maya Entertainment Limited, a wholly owned subsidiary of Aptech Limited, continues to be a Material Non-listed Indian Subsidiary. As required under the listing agreement, Mr. C. Y. Pal who is one of the Independent Directors on the Board of the Company is on the Board of Directors of the said subsidiary.

The Ministry of Corporate Affairs (MCA) vide its circular no. 51/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to holding companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on 13th May 2013 passed the necessary resolution granting the requisite approval for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Company for the year ended 31st March 2013. The Company will make available these documents/details upon request by any member of the Company. These documents/ details will be available on the Company''s website (www.aptech-worldwide.com) and will also be available for inspection by any member of the Company at its registered office during Company''s business hours.

A summary of key financials of Company''s subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company''s operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in Note no 16 under Sub Note 6 & 7.

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company''s Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe

Chairman Managing Director & CEO

Place: Mumbai

Date : 13th May, 2013

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Mar 31, 2012

The Directors are pleased to present their Twelfth Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended 31st March, 2012.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the accounting year ended 31st March, 2012 are presented below:

(Rs in lacs)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended Particulars 31st March, 31st March, 31st March, 31st March 2012 2011 2012 2011

Total Revenue 10320.40 9901.99 23689.45 22875.05

Total Expenditure 7768.02 7933.79 15023.74 16908.80

Profit Before Interest, Depreciation & Tax 2552.38 1968.20 8665.71 5966.25

Profit Before Exceptional Items, Depreciation & Tax 2525.81 1722.54 8630.84 5618.40

Profit Before Exceptional Items And Tax 1821.67 835.66 7656.99 4344.30

Total Exceptional Items Nil Nil (48.95) Nil

Profit/(Loss) Before Tax 1821.67 835.66 7608.04 4344.40

Profit/(Loss) After Tax 1820.48 788.79 7548.70 4293.82

Profit/(Loss) After Tax & Minority Interest 1820.48 788.79 7603.46 4497.87

OPERATIONS REVIEW

Aptech's business strategy of achieving "Profitable Growth" has continued to help the Company post good results in FY2011-12. Profit Before Tax (PBT) before exceptional items was Rs 765.73 million in FY2011-12, representing a growth of 76.3%, and Profit After Tax (PAT) at Rs 760. 38 million was almost 69% higher as compared to the previous fiscal year. While Operating Income for the year dropped by 8.6%, the Operating EBITDA for the year improved by 12.7% over the previous year. Change in revenue accounting policy for MAAC, closure of Own centers and increasing competition in the Indian vocational business segment especially IT, multi-media and animation impacted the revenue performance in FY2011-12. On the positive side, the Company has nearly Rs 1 billion cash in its balance sheet and zero debt, with the overall exposure to Government business reduced to single digits.

On the operational side, the Company focused on the International Retail and Assessment & Testing businesses which delivered positive results. International revenue (net of China and MAAC) was almost 45% of the total retail revenue. The Company forayed into the new geographies of Japan, Kyrgyzstan, Malaysia and Rwanda. The Assessment and Testing business of Aptech successfully executed the prestigious CMAT 2012 exam for AICTE. In terms of some of the new initiatives, the Company entered into a partnership with Hungama Digital Entertainment to target the emerging mobile education market and also a partnership with TRRAIN foundation to train the retail sector manpower.

The Company focused on the franchising route and continued to reduce the emphasis on Own centers. The Company added 99 more centres taking the total number of centres in India and abroad (excluding China) to 1046 as of 31st March, 2012.

Aptech continued to carve a niche and receive industry recognition and was chosen as the 6th most trusted brand in the education category on the basis of high level of quality, price that the brand commands, popularity, uniqueness of the product and pride of ownership by Brand Equity, Economic Times, 28th September, 2011.

DIVIDEND

Your Directors are pleased to recommend for your consideration a final dividend of Rs 1.50 per equity share of Rs 10/- for the period ended 31st March, 2012. An interim dividend of Rs 1.50 per equity share was paid to the shareholders as approved by the Board of Directors at its meeting held on 20th January, 2012. With this the total dividend for the year ended 31st March, 2012 will be Rs 3/- per share (30%).

EMPLOYEES STOCK OPTION SCHEME (ESOS), 2006

Your Company had formulated Employees Stock Option Scheme in 2006 for the benefit of the employees of the Company and its subsidiaries (including Non-Executive Directors of the Company). The said Scheme was approved by the members at the general meeting held on 16th September 2006 and administered by the Remuneration & Compensation Committee of the Board. Under the said Scheme, 1,81,031 options were exercised upto the validity of the last phase under the Scheme at an exercise price of Rs 113/- per equity share, against which 1,81,031 equity shares of the face value of Rs 10/- each were allotted to the eligible allottees under the Scheme. With the final phase, all options granted under the ESOP Scheme 2006 have been either exercised into corresponding shares by the optionees or have lapsed as the case may be applicable, and therefore, there are no options whatsoever outstanding under the Scheme.

In accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter "SEBI guidelines"), the details in relation to the options granted, vested , exercised , lapsed etc. under ESOP 2006 , as on 31st March, 2012, are given as under:

Description ESOS 2006

Total Number of Options granted 15,32,625 (none granted during the year)

Pricing formula/Exercise price Rs113/-

Number of Options vested 15,32,625 (includes 4,21,331 during the year 2011-12)

Number of Options exercised 1,81,031 (includes 20,000 exercised during the year 2011-12)

Total No. of Shares allotted as a result of exercise of Options 1,81,031 (includes 20,000 allotted during the year 2011-12) Number of Options lapsed 13,51,594 (includes 4,01,331 lapsed during the year 2011-12)

Variation of terms of Options N.A.

Money realised by exercise of Options 2,04,56,503/- (includes Rs 22,60,000/- during the year 2011-12)

Total Number of Options in force Nil

Grant to Senior Managerial personnel 9,50,000 options

Grant to Non-Executive Directors under the Scheme 2,12,625 options

Employees who were granted 5% or more of the Total Number of Mr. Pramod Khera, erstwhile Managing Director - 2,65,000 Options granted options. Mr. Ninad Karpe, Managing Director & CEO - 2,65,000 options

Employees who were granted Options equal to or exceeding 1% of None the issued capital of the Company at the time of grant

DIRECTORS

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. C. Y. Pal, Mr. Rajiv Agarwal and Mr. Asit Koticha, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible are due for re-appointment. At the last Annual General Meeting held on 29th July 2011, Mr. Pramod Khera ceased to be the Director of the Company as he did not seek re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centrestage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate report on Corporate Governance is attached and forms part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended 31st March, 2012, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2012 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

Maya Entertainment Limited, a wholly owned subsidiary of Aptech Limited, continues to be a Material Non-listed Indian Subsidiary. As required under the listing agreement, Mr. C. Y. Pal who is one of the Independent Directors on the Board of the Company is on the Board of Directors of the said subsidiary.

The Ministry of Corporate Affairs (MCA) vide its circular no. 51/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, to holding companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfilment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on 7th May 2012 passed the necessary resolution granting the requisite approval for not attaching the balance sheet, profit & loss account, report of the board of directors and report of the auditors of each of the subsidiary companies to the accounts of the Company for the year ended 31st March 2012. The Company will make available these documents/details upon request by any member of the Company. These documents/details will be available on the Company's website (www.aptech-worldwide.com) and will also be available for inspection by any member of the Company at its registered office during Company's business hours.

A summary of key financials of the Company's subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Company's operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in Point No. 6 & 7 of Note No. 16(B).

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Company's Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from the public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe

Chairman Managing Director & CEO

Place : Mumbai

Date : 14th June, 2012

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Mar 31, 2011

The Directors are pleased to present their Eleventh Annual Report on the business and operations of your Company and the Audited Financial Results for the year ended 31st March, 2011.

Snapshot of Financial Results

The financial results of the Company for the Accounting year ended 31st March, 2011 are presented below:

(Rs. In lacs)

Particulars Standalone Consolidated Year ended 15 month Year ended 15 month March 31, Period ended March 31, Period ended 2011 March 31, 2011 March 31, 2010 2010

Total Revenue 9,901.99 12,891.36 22,875.05 16,270.19

Total Expenditure 7,933.79 10,069.82 16,908.80 13,670.12

Profit Before Interest, Depreciation & Tax 1,968.20 2,821.54 5,966.25 2,600.07

Profit Before Exceptional Items, Depreciation & Tax 1,722.54 2,465.73 5,618.40 2,238.43

Profit Before Exceptional Items and tax 835.66 1,195.83 4,344.30 670.79

Total Exceptional Items Nil (10,730.05) Nil 318.50

Profit / (Loss) Before Tax 835.66 11,925.88 4,344.30 989.29

Profit / (Loss) After Tax 788.79 8,643.43 4,293.82 (2,296.66)

Profit/(Loss) After Tax & Minority Interest - - 4,497.87 (2,234.57)

Operations Review

After the turnaround of operations in FY2009-10, the focus at Aptech in FY2010-11 was on consolidating the gains of FY2009-10 in order to build a strong platform for future growth. The launch of our new corporate identity and expansion of the Companys network have been important highlights of the year.

Favourable economic conditions along with the Companys strategic decision to draw synergies in operations across various product offerings have yielded excellent results. Aptech added a total of 204 new centres across all brands and regions in FY 2010-11. In the domestic market, the Company expanded into 43 new towns across the Country. Aptech added the first international centre of Aptech Aviation & Hospitality Academy in Malaysia. The Company also set up overseas delivery outlets for Assessment & Training Solutions in Malaysia, UK and Middle East during the year. The Company also launched the Aptech English Learning Academy internationally at 8 new locations. To aid the aggressive expansion of Aptech English Learning Academy internationally, the Company has commenced in-house development of English course content.

To enhance the value of offerings to our customers, the Company continued to launch new products which are even more industry relevant across brands and has also entered into several high-impact alliances including Microsoft, Middlesex University and SAP.

The year saw Aptech Assessment & Testing Solutions foray into the insurance sector. The Company was also shortlisted for NAC 2.0 tests by NASSCOM.

Students of Aptech continued to carve an edge for themselves, winning awards and accolades through their participation across various competitive industry events. CricX, a 3D animated film created by MAAC Creative Shop (MCS) – a collaboration of MAAC students with industry professionals – was aired on Disney Channel.

Dividend

Your Directors are pleased to recommend for your consideration a dividend of Rs. 2.50 per equity share of Rs. 10/- for the period ended 31st March, 2011.

Issue And Allotment Of Shares On Preferential Basis

Members of the Company would recall that in terms of the Share Purchase Agreement that was executed on 27th January 2010 between the Company, Maya Entertainment Limited (MEL) and shareholders of MEL, the Company had allotted 17,17,103 equity shares of Rs. 10/- each at a premium of Rs. 206/- per share to 19 shareholders of MEL on 6th April 2010. One of the shareholders of MEL viz, Bhukhanvala Holdings Private Limited (BHPL) who could not comply with SEBI guidelines was not allotted equity shares last year. On 22nd October 2010,

the said BHPL was allotted 4,79,670 equity shares at a premium of Rs. 148/- per share in accordance with SEBIs ICD Regulations after receipt of shareholders approval at the last annual general meeting.

Employees Stock Option Scheme (ESOS), 2006

Pursuant to the approval accorded by the Shareholders on September 16, 2006, your Company had formulated the Employee Stock Option Scheme (ESOS), 2006, (hereinafter the "Scheme”) for the benefit of the employees of the Company and its subsidiaries and for the Non Executive Directors (NEDs). The said scheme is administered by the Compensation & Remuneration Committee of the Board which has been empowered to issue and allot equity shares not exceeding an overall limit of 15,00,000 equity shares under the Scheme which is valid for 7 years i.e. upto September 15, 2013.

Under the said scheme, so far 14,00,000 stock options comprising 13,00,000 stock options for employees and 1,00,000 stock options for NEDs was granted at an exercise price of Rs. 113/- per equity share. The stock options granted to eligible employees are performance linked options and have been granted with a vesting schedule spread over 4 years, accordingly the vesting period extends uptil 12, 24, 36 and 48 months respectively from the grant date. The exercise period is one year from the respective vesting date of the qualified vested options. The entire 1,00,000 stock options for NEDs has a vesting period of 12 months from the grant date and an exercise period of one year from the respective vesting date.

In accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter "SEBI guidelines”), the details in relation to the options granted, vested, exercised, lapsed etc. under ESOS, 2006 , as on 31st March, 2011, are given as under:

Description ESOS 2006

Total Number of Options granted 1,32,625 options granted during the year.

Pricing formula/Exercise price Rs.113/-

Number of Options vested 2,26,168

Number of Options exercised 24,314

Total No. of Shares allotted as a result of exercise of Options 24,314 during the year

Number of Options lapsed 3,06,130

Variation of terms of Options N.A.

Money realised by exercise of Options Rs. 27,47,482/-

Total Number of Options in force 4,21,331

Grant to Senior Managerial personnel 20,000

Grant to Non Executive Director under the Scheme 1,00,000 options for the financial period ended 31st March 2010 and 12,625 options for the financial year ended 31st March 2011

Employees who were granted 5% or more of the Total Number of None Options granted during the year

Employees who were granted Options equal to or exceeding 1% None of the issued capital of the Company at the time of grant

Diluted Earnings per Share pursuant to issue of shares on exercise Rs. 1.52 of Option calculated in accordance with AS 20

Difference between the employee compensation cost computed Rs. 4,770,795/- using the intrinsic value of Stock Options and the employee compensation cost that shall have been recognised had the fair value of Options, being used.

Impact of this difference on profits of the Company Negative

Impact of this difference on EPS of the Company Rs. 0.10

Weighted average exercise price; Rs. 113/-

Weighted average fair value of Options for options whose exercise Rs. 150/- price either equals or exceeds or is less than the market price of the share.

Description of the method and significant assumptions used Black Scholes Method during the year to estimate the fair value of Options, including the following weighted – average information:

(a) Risk-free interest rate, 5.39%

(b) Expected life 18 months

(c) Expected volatility 73.72%

(d) Expected dividends and 0

(e) The price of the underlying share in the market at the time of Rs. 150.25 Option grant.

Directors

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. Walter Saldanha, Mr. Yash Mahajan, Mr. Utpal Sheth and Mr. Pramod Khera, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible are due for re-appointment.

Management Discussion And Analysis

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

Corporate Governance

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended 31st March, 2011, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2011 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

Subsidiary Companies

Last year the Company had acquired the education division viz., Maya Academy of Advanced Cinematics (MAAC) of Maya Entertainment Ltd. (MEL) through the takeover of 89.66% equity shares of MEL. The balance shares of 10.34% in MEL which was held by Intel Inc., USA were also acquired on receipt of approval by Intel from Reserve Bank of India on 1st February 2011. MEL has thus become a wholly owned subsidiary of the Company. In terms of the Listing Agreement, MEL is Material Non-listed Indian Subsidiary of the Company as the turnover of MEL has exceeded 20% of the consolidated turnover of Aptech and its subsidiaries as on the close of the accounting year ended 31st March 2011. As required under the listing agreement, Mr. C. Y. Pal who is one of the Independent Directors on the Board of the Company has been appointed as a director on the Board of Directors of MEL with effect from 30th May 2011.

During the year, an application made by Aptech Manpower Services Limited, a wholly owned subsidiary under Easy Exit Scheme 2011 was approved by the Ministry of Corporate Affairs and accordingly the said company has been dissolved effective 21st April 2011.

The Ministry of Corporate Affairs (MCA) vide its circular no. 51/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 to holding companies from attaching the accounts of their subsidiaries in their annual reports subject to fulfillment of certain conditions prescribed. The Board of Directors of the Company at its meeting held on 30th May 2011 noted the provisions of the said circular and passed the necessary resolution granting the requisite approval for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors of each of the subsidiary companies to the accounts of the Company for the year ended 31st March 2011. The Company will make available these documents/details upon request by any member of the Company. These documents/details will be available on the Companys website (www.aptech-worldwide. com) and will also be available for inspection by any member of the Company at its registered office during Companys business hours. A summary of key financials of Companys subsidiaries is also included in this Annual Report giving following information in aggregate for each subsidiary including subsidiary of subsidiary: (a) Capital (b) Reserves (c) Total Assets (d) Total Liabilities (e) Details of Investment (f) Turnover (g) Profit Before Taxation (h) Provision for Taxation (i) Profit After Taxation (j) Proposed Dividend.

Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo

Conservation of Energy

Adequate measures are taken to conserve energy although the Companys operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in B 21 under Schedule 16.

Particulars of Employees

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(1)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company.

Re-Appointment of Statutory Auditors

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Companys Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s. Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

Fixed Deposits

During the period under review, your Company has not accepted or invited any deposits from the public.

Insurance

All the properties of the Company have been adequately insured.

Acknowledgement

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Ninad Karpe Chairman Managing Director & CEO

Place : Mumbai

Date : 30th May, 2011

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Mar 31, 2010

The Directors are pleased to present their Tenth Annual Report on the business and operations of your Company and the Audited Financia Results for the 15 months period ended 31st March, 2010.

SNAPSHOT OF FINANCIAL RESULTS

The financial results of the Company for the Accounting period ended 31st March, 2010 are presented below:

(Rs. in lacs)

Particulars Standalone Consolidated

Period Year Period Year ended ended ended ended 31st 31st 31st 31st December, March, December, March, 2010 2008 2010 2008

Total Revenue 12,900.07 11,738.27 16,282.19 28,039.07

Total Expenditure 10,105.89 9,997.41 13,682.12 21,060.49

Profit Before Interest, Depreciation & Tax 2,794.18 1,740.86 2,600.07 6,978.58

Profit Before Exceptional Items, Depreciation & Tax 2,465.77 1,527.72 2,238.43 6,748.76

Profit Before Exceptional Items and Tax 1,195.83 220.35 670.79 5,013.37

Total Exceptional Items (10,730.05) 1,879.19 318.50 (1,345.77)

Profit/ILoss) Before Tax 11,925.88 (1,658.83) 989.29 3,667.60

Profit/ILoss) After Tax 8,643.43 474.92 (2,296.66) 4,421.75



CHANGE IN FINANCIAL YEAR

The Board of Directors at its meeting held on 10th August, 2009 had approved the change in financial year to end on 31st March, instead of 31st December. This change was done to coincide the accounting year of the Company with the conventional financial year. Accordingly the attached financial have been prepared for 15 months i.e. 1st January, 2009 to 31st March, 2010. Therefore the current reporting period being of 15 months is not comparable with the previous financial year 2008.

OPERATIONS REVIEW

On an annualised basis, Standalone EBIDTA posted an increase of 60.50% and Profit After Tax increased by about 1720% from previous year.

DIVIDEND

Your Directors recommend for your consideration a dividend of Re. 1/- per equity share of Rs. 10/- for the period ended 31st March, 2010.

ACQUISITION OF MAAC

In terms of the Share Purchase Agreement executed on 27th January, 2010 and its addendum dated 21st April, 2010 between the Company, Maya Entertainment Ltd. and shareholders of Maya Entertainment Ltd., in April 2010, the Company acquired the education division viz., Maya Academy of Advanced Cinematics (MAAC) of Maya Entertainment Ltd. (MEL) through the takeover of 89.66% equity shares of MEL. MAAC, one of the largest players in the Animation & Multimedia education industry, is a premium brand with over 70 centres spread throughout India. These include company-owned, semi-owned and franchisee centres. Remaining 10.34% Intel Inc. USA held shares in MEL shall also be transferred to the Company on receipt of approval of Reserve Bank of India. The deal was computed at Rs. 73 crore and was structured to include a cash payout as well as issue of equity shares of Aptech Limited to the shareholders of MEL on preferential basis. On approval of the shareholders granted on 24th February, 2010 and in terms of the deal the Company allotted 17,17,103 equity shares of Rs. 10/- each at a premium of Rs. 206/- per share to 19 shareholders of MEL. Remaining one shareholder of MEL viz., Bhukhanvala Holdings Private Limited who could not comply with SEBI guidelines would be allotted 4,79,670 equity shares on receipt of fresh shareholders approval at the ensuing annual general meeting subject to SEBIs ICD Regulations. With this acquisition, Aptech has moved further in its strategy of becoming a global education powerhouse. MAAC, with its team of committed employees and franchisees, is a strong brand in the animation education space. Through this integration, MAAC & Aptech will be able to harness all the benefits of a large company in a growing market and keep competition at bay. Through this, both the brands will be able to capitalise on each others strengths - particularly in the area of branding and product development. The Directors are confident that this deal will enable both the brands to reach greater heights. MERGER

For the sake of administrative convenience, the merger of Companys Wholly Owned Subsidiary (WOS) viz., Aptech Software Limited with the Company was approved by the Board of Directors in May 2009. The said merger also received unanimous concurrence of the shareholders at the Court Convened Meeting held on 6th March, 2010. The Company has since received the requisite sanction from the Honble High Court, Bombay for said merger. As a result, the Scheme has become effective on 9th August, 2010 with retrospective effect from the Appointed Date (1st April, 2009). The Board of Directors have revised the accounts of the Company for the period ended 31st March, 2010 to incorporate the effect of the merger and accordingly these accounts have been prepared in supersession of the accounts previously approved for giving consequential effect to the Scheme of Amalgamation as above. In terms of the said scheme the entire shareholding held by the Company in its WOS stands cancelled and no shares of the Company are issued in lieu thereof.

JOINT VENTURES

Brazil

During the period under review the Company entered the Brazilian market by partnering with FALGO EMPREENDIMENTOS E PARTICIPACOES S.A. (Falgo Group) and MAC BALLESTEROS PARTICIPACOES LTDA through a Joint Venture (JV) by forming a corporation in Brazil viz. ACE Education Professional Do Brasil S.A (Aptech Brasil) in which 51% equity is held by Aptech group.

The said JV would focus on the ICT training business through Aptech Computer Education brand, to begin with. Aptech Brasil will be addressing the Retail Market with ACCP and other related ICT courses. It also has plans to offer these programmes aligned with Brazilian University programmes, and other recognised government programmes in the same domain, in order to give the best benefit to students in terms of enhanced employability options upon completion of Aptech programmes.

With Education Materials translated in Portuguese, Aptech Brasil has commenced its operations at Belo Horizonte, State of Minas Gerais, and enrolled students in its ACCP Programme. Aptech Brasil has plans to expand to Sao Paulo and other major cities by developing the franchisee network. It also plans to introduce other brands for English, Multimedia & Aviation Education.

Aptechs foray in Brazil will help to develop, expand and focus better on the entire Latin American region.

Philippines

During the period under review, the Company has also signed a JV contract with a Filipino Company called New Life Group Inc. The Joint Venture envisages a sharing ratio of 60:40 in favour of New Life Group Inc & Aptech respectively. Efforts are on to form the corporation in Philippines in terms of the JV agreement.

This initiative will also serve to expand the scope of Aptech operations across all retail brands, namely Aptech Computer Education, Arena Multimedia, MAAC, Avalon Academy, English Express & N-Power across Philippines where the demand for IT education is evolving rapidly & value-added services such as technical support and product troubleshooting along with basic IT and hardware consulting are on the rise.

EMPLOYEES STOCK OPTION SCHEME (ESOS), 2006

Pursuant to the approval accorded by the shareholders on 16th September, 2006, your Company had formulated the Employee Stock Option Scheme (ESOS), 2006, (hereinafter the "Scheme") for the benefit of the employees of the Company and its subsidiaries and for the Non Executive Directors (NEDs). The said scheme is administered by the Compensation Committee of the Board which has been empowered to issue and allot equity shares not exceeding an overall limit of 15,00,000 equity shares under the Scheme which is valid for 7 years i.e. upto 15th September, 2013.

Under the said new scheme, so far 14,00,000 stock options comprising 13,00,000 stock options for employees and 1,00,000 stock options for NEDs were granted at an exercise price of Rs. 113/- per equity share. The stock options granted to eligible employees are performance linked options and have been granted with a vesting schedule spread over 4 years; accordingly the vesting period extends until 12, 24,36 and 48 months respectively from the grant date. The exercise period is one year from the respective vesting date of the qualified vested options. The entire 1,00,000 stock options granted to NEDs had a vesting period of 12 months from the grant date and an exercise period of one year from the respective vesting date.

In accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter "SEBI guidelines"), the details in relation to the options granted, vested , exercised , lapsed etc. under ESOS, 2006, as on 31st March, 2010, are given as under:

Description ESOS 2006

Total Number of Options granted 14,00,000 Options comprising 13,00,000 Options to Employees and 1,00,000 Options to Non Executive Directors (NEDs)

Pricing formula/Exercise price Rs. 113/-

Number of Options vested 2,87,381

Number of Options exercised 1,36,717

Total No. of Shares arising as a result of exercise of Options 1,36,717

Number of Options lapsed 6,44,133

Variation of terms of Options N.A.

Money realised by exercise of Options Rs. 15,449,021/-

Total Number of Options in force 6,19,150

Grant to Senior Managerial personnel 9,30,000

Grant to Non Executive Directors under the Scheme 1,00,000

Employees who were granted 5% or more of the Total Number of Options granted during the year Mr. Ninad Karpe, Managing Director & CEO - 2,65,000 Options

Employees who were granted Options equal to or exceeding 1% of the issued capital of the None Company at the time of grant

Diluted Earnings per Share pursuant to issue of shares on exercise of Option calculated 18 in accordance with AS 20

Difference between the employee compensation cost computed using the intrinsic value of 98,177,500 - 20,123, Stock Options and the employee 550=78,053,950 compensation cost that shall have been recognised had the fair value of Options, being used

Impact of this difference on profits of the Company Positive

Impact of this difference on EPS of the Company 1.78

Weighted average exercise prices ; 113

Weighted average fair values of Options for options whose exercise price either 130.73 equals or exceeds or is less than the market price of the share

Description of the method and significant assumptions used during the year to estimate Black Scholes Method the fair value of Options, including the following weighted-average information:

(a) Risk-free interest rate 8.11% p.a.

(b) Expected life 3.38 years

(c) Expected volatility 62.15%

(d) Expected dividends and Ignored

(e) The price of the underlying share in the market at the time of Option grant Rs. 199.50



DIRECTORS

In accordance with Sections 255 and 256 of the Companies Act, 1956, Mr. Asit Koticha, Mr. Ramesh Damani, Mr. Vljay Aggarwal and Mr. Rakesh Jhunjhunwala, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Ashish Pant ceased to be Director of the Company with effect from 20th May, 2010 on his resignation.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part of the Annual Report.

CORPORATE GOVERNANCE

Effective corporate governance is necessary to retain the trust of stakeholders and to achieve business success. Corporate governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. It includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. As shareholders across the globe evince keen interest in the practices and performance of companies, corporate governance has emerged at the centre stage of the way the corporate world functions. Corporate governance is vital to enable companies to compete globally in a sustained manner and let them flourish and grow.

A separate Report on Corporate Governance is attached and forms part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) That in the presentation of the annual accounts for the year ended 31st March, 2010, applicable accounting standards have been followed and that there are no material departures;

(ii) That they have, in the selection of the accounting policies, consulted the statutory auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended 31st March, 2010 and of the profit of the Company for the year ended on that date;

(iii) That they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the stock exchanges and prepared with the Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES

The Central Government has vide its letter no. 47/357/2010-CL-lll dated 5th May, 2010 exempted the Company from attaching Annual Accounts and other documents in respect of its subsidiaries to the Annual Report of the Company for the period ended 31st March, 2010.

As required vide above letter, statement in respect of each of the subsidiary, giving details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation is given in this Annual Report. Annual accounts of the subsidiary companies and other related documents will be made available to the investors seeking such information and will also be available for inspection at the Registered Office of the Company during business hours.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Adequate measures are taken to conserve energy although the Companys operations are low energy intensive.

Technology Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services.

Research & Development

Technological obsolescence is certain. We encourage continuous innovation and research and development for measuring future challenges and opportunities.

Foreign Exchange Earnings and Outgo

The details of Foreign Exchange Earnings and Outgo are given in Schedule pertaining notes on accounts.

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as permissible under Section 219(l)(b)(iv) of the Companies Act, 1956, this Report is being sent to all the Members of the Company excluding the aforesaid information. The said particulars are made available at the Registered Office of the Company. The Members desirous of obtaining the same may write to the Company Secretary at the Registered Office of the Company. RE-APPOINTMENT OF STATUTORY AUDITORS

At the forthcoming Annual General Meeting, M/s. Khimji Kunverji & Co., Chartered Accountants who are the Statutory Auditors of the Company, will retire and being eligible, have offered themselves for re-appointment as the Companys Auditors. In terms of the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained a written confirmation from M/s Khimji Kunverji & Co. that their re-appointment, if made, at the ensuing Annual General Meeting, would be in conformity with the limits specified in the said Section.

FIXED DEPOSITS

During the period under review, your Company has not accepted or invited any deposits from public.

INSURANCE

All the properties of the Company have been adequately insured.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the Shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.

For and on behalf of the Board of Directors

Rakesh Jhunjhunwala Nlnad Karpe

Chairman Managing Director and CEO

Place: Mumbai

Date: 12th August, 2010