Notes to Accounts of Aptech Ltd.

Mar 31, 2025

g. Provisions, Contingent Liabilities and Contingent
Assets

A provision is recognised when the Company has
a present obligation (legal or constructive) as a

result of past event, it is probable that an outflow of
resources will be required to settle the obligation,
in respect of which a reliable estimate can be
made of the amount of obligation. Provisions is not
recognised for future operating losses. Where there
are a number of similar obligations, the likelihood
that an outflow will be required in settlement is
determined by considering the class of obligations
as a whole. A provision is recognised even if the
likelihood of an outflow with respect to any one item
included in the same class of obligations may be
small.

A Provision is measured at the present value of
management''s best estimate of the expenditure
required to settle the present obligation at the end
of the reporting period. If the effect of the time
value of money is material, the amount of provision
is discounted using an appropriate pre-tax rate that
reflects current market assessments of the time
value of money and, when appropriate, the risks
specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is
recognised as a finance cost.

A Contingent liability is disclosed in case of a present
obligation arising from past events, when it is either
not probable that an outflow of resources will be
required to settle the obligation, or a reliable estimate
of the amount cannot be made. A Contingent Liability
is also disclosed when there is a possible obligation
arising from past events, the existence of Which will
be confirmed only by occurrence or non-occurrence
of one or more uncertain future events not wholly
within the control of the Company.

A Contingent Asset is not recognised, but disclosed in
the financial statements when an inflow of economic
benefits is probable.

h. Employee Benefits

Short-term and Other Long-term Employee Benefits

A liability is recognised for benefits accruing to
employees in respect of short-term employee
benefits in the period the related service is rendered
at the undiscounted amount of the benefits expected
to be paid in exchange for that service. A liability is
recognised for benefits accruing to employees in
respect of other long-term employee benefits are
measured at the present value of the estimated future
cash outflows expected to be made by the Company in
respect of services provided by the employees up to
the reporting date.

i. Defined Contribution Plan

The Company''s contribution to Provident

Fund and Employee State Insurance Scheme

are considered as defined contribution plans
and are charged as an expense based on
the amount of contribution required to be
made and when services are rendered by the
employees.

ii. Defined Benefit Plan

In accordance with applicable Indian laws, the
Company provides for gratuity, a defined benefit
retirement plan ("Gratuity Plan”) covering all
employees. The Gratuity Plan provides a lump
sum payment to vested employees, at retirement
or termination of employment, an amount based
on the respective employee''s last drawn salary
and the years of employment with the Company.
For defined benefit plans, the cost of providing
benefits is determined using the Projected Unit
Credit Method,

with actuarial valuations being carried out at each
Balance sheet date. Remeasurement, comprising
actuarial gains and losses, are recognised in
full in the Other Comprehensive Income for the
period in which they occur. Remeasurement
recognised in Other Comprehensive Income is
reflected immediately in retained earnings and is
not reclassified to Profit and Loss. Past service
cost both vested and non-vested is recognised
as an expense at the earlier of (a) when the plan
amendment or curtailment occurs; and (b) when
the entity recognises related restructuring costs
or termination benefits.

The retirement benefit obligations recognised in
the Balance sheet represents the present value
of the defined benefit obligations reduced by the
fair value of scheme assets. Any asset resulting
from this calculation is limited to the present
value of available refunds and reductions in
future contributions to the scheme.

Compensated Absences

The Company provides for the encashment of
absence or absence with pay based on policy of
the Company in this regard. The employees are
entitled to accumulate such absences subject
to certain limits, for the future encashment or
absence. The Company records an obligation
for compensated absences in the period in
which the employee renders the services that
increases this entitlement. The Company
measures the expected cost of compensated
absences as the additional amount that the
Company expects to pay as a result of the unused
entitlement that has accumulated at the Balance
Sheet date on the basis of an independent
actuarial valuation.

i. Income Tax

Income tax expense represents the sum of the tax

currently payable and deferred tax.

i. Current Tax

The tax currently payable is based on taxable
profit for the year. Taxable profits differ from
''profit before tax'' as reported in the Statement
of Profit and Loss because of items of income
or expense that are taxable or deductible in
other years and items that are never taxable
or deductible. The Company''s current tax is
calculated using applicable tax rates that have
been enacted or substantively enacted by the
end of the reporting period and the provisions of
the Income Tax Act, 1961 and other tax laws, as
applicable.

Current tax assets and current tax liabilities are
offset if there is a legally enforceable right to
set off the recognised amounts and there is an
intention to settle the current tax liabilities and
assets on a net or simultaneous basis.

ii. Deferred income taxes
Deferred Tax

Deferred tax is recognised on temporary
differences between the carrying amounts of
assets and liabilities in the Company''s financial
statements and the corresponding tax bases
used in the computation of taxable profit under
the Income Tax Act, 1961.

Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply to the
period when the asset is realised or the liability is
settled based on tax rates (and tax laws) that have
been enacted or substantively enacted by the
end of the reporting period. The measurement
of deferred tax liabilities and assets reflects the
tax consequences that would follow from the
manner in which the Company expects, at the
end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.

Deferred tax liabilities are generally recognised
for all taxable temporary differences.

Deferred tax assets are generally recognised
for all deductible temporary differences to the
extent that it is probable that taxable profit will be
available against which the deductible temporary
differences can be utilised.

The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable
that sufficient future taxable profits will be

available to allow all or part of the deferred tax
asset to be recovered.

Deferred tax assets include Minimum Alternative
Tax (MAT) paid in accordance with the tax laws
in India, which is likely to give future economic
benefits in the form of availability of set off
against future income tax liability. Accordingly,
MAT is recognised as deferred tax asset in the
Balance sheet when the asset can be measured
reliably and it is probable that the future economic
benefit associated with the asset will be realised.

Deferred tax assets and deferred tax liabilities
are offset if there is a legally enforceable right
to offset current tax assets against current tax
liabilities and deferred tax assets and liabilities
relate to the income tax levied by the same
taxation authority on either the same taxable
entity or different taxable entities where there
is an intention to settle the current tax liabilities
and assets on a net or simultaneous basis.

Current and Deferred Tax for the year

Current and deferred tax are recognised in profit
or loss, except when they relate to items that
are recognised in Other Comprehensive Income
or directly in equity, in which case, the current
and deferred tax are also recognised in Other
Comprehensive Income or directly in equity,
respectively.

j. Earnings per Share

The basic earnings per share are computed by dividing
the net profit attributable to the equity shareholders
for the year by the weighted average number of equity
shares outstanding during the reporting period.
Diluted earnings per share is computed by dividing
the net profit attributable to the equity shareholders
for the year, as adjusted for the effects of potential
dilution of equity shares, by the weighted average
number of equity shares and dilutive equity equivalent
shares outstanding during the year, except where the
results would be anti-dilutive.

k. Foreign Currency Transactions

Transactions in foreign currencies are recognised at
the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period,
monetary items denominated in foreign currencies
are translated at the rates prevailing at that date.
Non-monetary items, if any, that are measured at
historical cost denominated in a foreign currency are
translated using the exchange rate as at the date of
initial transaction. Exchange differences on monetary
items are recognised in profit or loss in the period in
which they arise.

l. Statement of Cash Flows

Cash flows are reported using the indirect method,
whereby net profit for the period is adjusted for
the effects of transactions of non-cash nature, any
deferrals or accruals of past or future operating
cash receipts or payments and items of income or
expenses associated with investing or financing
cash flows. The cash flows from operating,
investing and financing activities of the Company
are segregated.

For the purpose of presentation in the Statement
of Cash Flows, cash and cash equivalents include
cash on hand, cash at banks, other short-term
deposits and highly liquid investments with original
maturity of three months or less that are readily
convertible into cash and which are subject to an
insignificant risk of changes in value, as reduced by
bank overdrafts.

m. Financial instruments

A financial instrument is any contract that gives rise
to a financial asset of one entity and a financial liability
or equity instrument of another entity. Financial
assets and financial liabilities are recognised when
the Company becomes a party to the contractual
provisions of the instruments.

i. Initial Recognition

Financial assets (except for trade receivables
hereinafter specified) and financial liabilities are
initially measured at fair value. Transaction costs
that are directly attributable to the acquisition or
issue of financial assets and financial liabilities
(other than financial assets and financial
liabilities at fair value through profit or loss)
are added to or deducted from the fair value of
the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of
financial assets or financial liabilities at fair
value through profit or loss are recognised
immediately in the Statement of Profit and
Loss. Trade receivables that do not contain a
significant financing component are measured at
transaction price.

ii. Classification and Subsequent Measurement:
Financial Assets

The Company classifies financial assets as
subsequently measured at amortised cost, fair
value through other comprehensive income
("FVOCI") or fair value through profit or loss
r''FVTPL") on the basis of following:

• the entity''s business model for managing the
financial assets; and

• the contractual cash flow characteristics of
the financial assets.

a. Amortised Cost

A financial asset shall be classified and
measured at amortised cost (based on
Effective Interest Rate method), if both of the
following conditions are met:

• the financial asset is held within a
business model whose objective is to
hold financial assets in order to collect
contractual cash flows, and

• the contractual terms of the financial
asset give rise on specified dates to cash
flows that are solely payments of principal
and interest on the principal amount
outstanding.

Investments in preference shares, loans,
trade receivables, Cash and bank balances,
and other financial assets of the Company are
covered under this category.

b. Fair Value through Other Comprehensive
Income

A financial asset shall be classified and
measured at FVOCI, if both of the following
conditions are met:

• the financial asset is held within a
business model whose objective is
achieved by both collecting contractual
cash flows and selling financial assets,
and

• the contractual terms of the financial
asset give rise on specified dates to cash
flows that are solely payments of principal
and interest on the principal amount
outstanding.

For financial assets that are measured at
FVOCI, income by way of interest and dividend,
if any, is recognised in profit or loss and
changes in fair value (other than on account
of such income) are recognised in Other
Comprehensive Income and accumulated in
other equity. On disposal of equity instruments
measured at FVOCI, the cumulative gain or
loss previously accumulated in other equity is
not reclassified to profit or loss on disposal of
investments.

The Company has made an irrevocable
election to present subsequent changes in
the fair value of equity investments not held
for trading through FVOCI.

c. Fair Value through Profit or Loss

A financial asset shall be classified and
measured at FVTPL unless it is measured at
amortised cost or at FVOCI.

All recognised financial assets are
subsequently measured in their entirety at
either amortised cost or fair value, depending
on the classification of the financial assets.

iii. Classification and Subsequent Measurement:
Financial liabilities

Financial liabilities are classified as other
financial liabilities as below:

Other Financial Liabilities

Other financial liabilities (including borrowings
and trade and other payables) are subsequently
measured at amortised cost using the effective
interest method.

The effective interest method is a method of
calculating the amortised cost of a financial
liability and of allocating interest expense over
the relevant period. The effective interest rate is
the rate that exactly discounts estimated future
cash payments (including all fees and points
paid or received that form an integral part of
the effective interest rate, transaction costs
and other premiums or discounts) through the
expected life of the financial liability, or (where
appropriate) a shorter period, to the net carrying
amount on initial recognition.

iv. Offsetting

Financial assets and financial liabilities are offset
and presented on net basis in the Balance Sheet
when there is a legally enforceable right to offset
the recognised amounts and there is an intention
to settle on a net basis or realise the asset and
settle the liability simultaneously.

v. Financial liabilities and equity instruments

• Classification as debt or equity

Debt and equity instruments issued by the
Company are classified as either financial
liabilities or as equity in accordance with the
substance of the contractual arrangements
and the definitions of a financial liability and
an equity instrument.

• Equity instruments

An equity instrument is any contract that
evidences a residual interest in the assets of
an entity after deducting all of its liabilities.

Equity instruments issued by the Company
are recognised at the proceeds received net
off direct issue cost.

vi. Impairment of financial assets

The Company recognises loss allowance using
expected credit loss model for financial assets
which are measured at amortised cost and
FVOCI debt instruments, if any. Expected credit
losses are weighted average of credit losses with
the respective risks of default occurring as the
weights. Credit loss is the difference between
all contractual cash flows that are due to the
Company in accordance with the contract and
all the cash flows that the Company expects to
receive, discounted at original effective rate of
interest.

For Trade Receivables, the Company measures
loss allowance at an amount equal to expected
credit losses. The Company computes expected
credit loss allowance based on a provision matrix
which takes into account historical credit loss
experience and adjusted for forward-looking
information.

vii. Derecognition of Financial Assets

The Company derecognises a financial asset
when the contractual rights to the cash flows
from the financial asset expire or when the
Company transfers its contractual rights to
receive the cash flows of the financial asset in
which substantially all the risks and rewards of
ownership of the financial asset are transferred
or in which the Company neither transfers nor
retains substantially all the risks and rewards
of ownership of the financial asset but does not
retain control of the financial asset.

On derecognition of a financial asset in
its entirety, the difference between the
asset''s carrying amount and the sum of the
consideration received and receivable and
the cumulative gain or loss that had been
recognised in other comprehensive income and
accumulated in equity is recognised in profit or
loss if such gain or loss would have otherwise
been recognised in profit or loss on disposal of
that financial asset.

viii. Derecognition of financial liabilities

The Company derecognises a financial liability
when its contractual obligations are discharged
or cancelled or expired. The Company also
derecognises a financial liability when its terms
are modified and the cash flows under the
modified terms are substantially different

n. Revenue Recognition

The Company derives revenue primarily from
providing training in Information Technology,
Media and Entertainment. The Company offers
training mainly through the Student Delivery model,
Franchisee model and Corporate Training under
the head "Training and Education Services”. The
Company also earns revenue from providing Testing
and Assessment Solution Services to private and
public sector undertakings, government departments
and educational institutions under its Institutional
Segment ("Assessment Solution Services"). The main
product offered by this division is Computer Aided
Assessments, Digital Evaluation tool for paper-based
exams, Pen and Paper Assessments and Document
Digitalisation tool as separate products.

Revenue is recognised upon transfer of control
of promised services to customers at the fair
value of the consideration received or receivable.
Amounts disclosed as revenue are net of returns,
trade allowances, rebates, discounts, and taxes, as
applicable. Revenue also excludes taxes collected
from customers.

Revenue related to fixed time frame services
contracts where the Company is standing ready to
provide services is recognised based on time elapsed
mode and revenue is straight lined over the period of
performance. Under the Student Delivery model, the
customer simultaneously receives and consumes the
benefits provided by the entity''s performance as the
entity performs. Accordingly, the revenue related to
such services are recognised over time.

In respect of other fixed-price contracts, revenue is
recognized as the related services are performed,
that is, on completion of the performance obligation.
Revenue in respect of sale of Education Course
materials is recognised on delivery thereof to the
customers. When two or more revenue generating
activities or deliverables are provided under a single
arrangement/invoice, each deliverable is considered
as a separate deliverable and accounted separately.
Where the contracts include multiple performance
obligations, the transaction price is allocated to each
performance obligation based on the standalone
selling prices. Where the standalone selling prices
are not directly observable, these are estimated based
on expected cost-plus margin or residual method to
allocate the total transaction price. In case of residual
method, the standalone selling price is estimated by
reference to the total transaction price less the sum
of the observable standalone selling prices of other
goods or services promised in the contract.

Revenues in excess of invoicing are classified as
contract assets (which we refer to as "Unbilled

Revenue") while invoicing in excess of revenues are
classified as contract liabilities (which we refer to as
"Unearned Revenue").

The contract liabilities primarily relate to advance
considerations received from customers for whom
revenue is recognized as the related services are
performed, that is on completion of performance
obligation.

Advance collections are recognised when payment is
received before the related performance obligation
is satisfied. This includes advance received from the
customer towards events fees, course-wares fees,
etc. Revenue is recognised as the related services
are performed, that is on completion of performance
obligation.

Revenue from licenses where the customer obtains a
right to use the license is recognised at the time the
license is made available to the customer. Revenue
from licenses where the customer obtains a right to
access is recognised over the access period.

The billing schedules agreed with customers include
periodic performance based payments and/or
milestone based progress payments. Invoices are
payable within contractually agreed credit period.

The Company disaggregates revenue from contracts
with customers by nature of services, type of
customers and geography.

i. Interest Income

Interest income from a financial asset is
recognised when it is probable that the economic
benefits will flow to the Company and the amount
of income can be measured reliably. Interest
income is accrued on a timely basis, by reference
to the principal outstanding and at the effective
interest rate applicable.

The effective interest rate is the rate that exactly
discounts estimated future cash receipts through
the expected life of the financial asset to the
gross carrying amount of that financial asset.

ii. Dividends

Dividend income from investments is recognised
when the Company''s right to receive dividend
is established, which is generally when
shareholders approve the dividend except in case
of Interim Dividend.

iii. License fees

Income that relates to the sale or out-licensing
of technologies or technological expertise is
recognised in profit or loss as of the effective date
of the respective agreement if all rights relating

to the technological knowhow/Expertise''s and
all obligations resulting from them have been
transferred under the contract terms. However,
if rights to the technologies/expertise''s continue
to exist or obligations resulting from them
have yet to be fulfilled, the revenue is deferred,
accordingly.

o. Leases
As a Lessee:

The Company''s leased assets consist of leases for
Buildings and Computers. At inception of a contract,
the Company assesses whether a contract is, or
contains, a lease. A contract is or contains, a lease if
the contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys
the right to control the use of an identified asset, the
company assesses whether: (i) the contract involves
the use of an identified asset (ii) the Company has
the right to obtain substantially all of the economic
benefits from use of the asset throughout the period
of use; and (iii) the Company has the right to direct the
use of the asset.

The Company recognises a right-of-use asset and a
lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability
adjusted for any lease payments made at or before
the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less
any lease incentives received.

The right-of-use asset is subsequently depreciated
using the straight-line method from the
commencement date to the earlier of the end of the
useful life of the right-of-use asset or the end of
the lease term. The estimated useful lives of right-
of-use assets are determined on the same basis as
those of Property, Plant and Equipment. In addition,
the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.

The lease liability is initially measured at the
present value of the lease payments that are not
paid at the commencement date, discounted using
the interest rate implicit in the lease or, if that
rate cannot be readily determined, the Company''s
incremental borrowing rate. Generally, the
Company uses its incremental borrowing rate as
the discount rate.

The lease liability is subsequently measured at
amortised cost using the effective interest method. It

is remeasured when there is a change in future lease
payments arising from a change in an index or rate,
if there is a change in the Company''s estimate of the
amount expected to be payable under a residual value
guarantee, or if the Company changes its assessment
of whether it will exercise a purchase, extension or
termination option.

When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-
use asset has been reduced to zero.

Short-term leases and leases of low-value assets:

The Company has elected not to recognise right-to-
use assets and lease liabilities for short-term lease
that have a lease term of 12 months or less and
leases of low-value assets. The Company recognises
the lease payments associated with these leases as
an operating expense as per the terms of the lease.

As a Lessor:

The Company does not act as a lessor for any lease,
either a finance lease or an operating lease.

(Refer Note 42 for disclosures pursuant to Ind AS 116.)

p. Segment Reporting Policies

Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker.

Identification of Segments

The Company has reported Segment Information as
per Ind AS 108. The Company has identified Operating
Segments taking into account the services of
Business Function, the differing risks and returns, the
organizational structure and the internal reporting
system.

q. Critical Accounting Judgements and Key Sources of
Estimation Uncertainty

The preparation of the financial statements requires
the management to make judgements, estimates and
assumptions in the application of accounting policies
and that have the most significant effect on reported
amounts of assets, liabilities, incomes and expenses,
and accompanying disclosures, and the disclosure of
contingent liabilities.

The estimates and associated assumptions are based
on historical experience and other factors that are
considered to be relevant. Actual results may differ
from these estimates.

The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the
estimate is revised if the revision affects only that
period or in the period of the revision and future
periods if the revision affects both current and future
periods.

i. Key estimates, assumptions and judgements

The key assumptions concerning the future and
other major sources of estimation uncertainty
at the reporting date, that have a significant risk
of causing a material adjustment to the carrying
amounts of assets and liabilities within the next
financial year, are described below:

ii. Income taxes

Significant judgements are involved in
determining the provision for income taxes,
including amount expected to be paid/recovered
for uncertain tax positions as also to determine
the amount of deferred tax that can be
recognised, based upon the likely timing and the
level of future taxable profits.

iii. Property, Plant and Equipment/Intangible
Assets

Property, Plant and Equipment/ Other Intangible
Assets are depreciated/amortised over their
estimated useful lives, after taking into account
estimated residual value. The useful lives and
residual values are based on the Company''s
historical experience with similar assets and
taking into account anticipated technological
changes or commercial obsolescence.
Management reviews the estimated useful lives
and residual values of the assets annually in
order to determine the amount of depreciation/
amortisation to be recorded during any
reporting period. The depreciation/amortisaion
for future periods is revised, if there are
significant changes from previous estimates
and accordingly, the unamortised/depreciable
amount is charged over the remaining useful
life of the assets.

iv. Leases

The Company evaluates if an arrangement
qualifies to be a lease as per the requirements
of Ind AS 116. Identification of a lease requires
significant judgement. The Company uses
significant judgement in assessing the lease
term (including anticipated renewals) and the
applicable discount rate.

The Company determines the lease term as the
non-cancellable period of a lease, together with
both periods covered by an option to extend the
lease if the Company is reasonably certain to

exercise that option; and periods covered by an
option to terminate the lease if the Company is
reasonably certain not to exercise that option. In
assessing whether the Company is reasonably
certain to exercise an option to extend a lease,
or not to exercise an option to terminate a lease,
it considers all relevant facts and circumstances
that create an economic incentive for the
Company to exercise the option to extend the
lease, or not to exercise the option to terminate
the lease. The Company revises the lease term if
there is a change in the non-cancellable period
of a lease.

The discount rate is generally based on the
incremental borrowing rate specific to the lease
being evaluated.

v. Employee Benefit Plans

The cost of the defined benefit gratuity plan and
other-post employment benefits and the present
value of gratuity obligation is determined based
on actuarial valuations. An actuarial valuation
involves making various assumptions that may
differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases, attrition and
mortality rates. Due to the complexities involved
in the valuation and its long-term nature, these
liabilities are highly sensitive to changes in these
assumptions. All assumptions are reviewed at
each reporting date.

vi. Fair Value measurements of Financial
Instruments

When the fair values of financial assets and
financial liabilities recorded in the balance sheet
cannot be measured based on quoted prices in
active markets (Net Assets Value in case of units
of Mutual Funds), their fair value is measured
using valuation techniques including the
Discounted Cash Flow (DCF) model.

The inputs to these models are taken from
observable markets where possible, but where
this is not feasible, a degree of judgement
is required in establishing fair values.
Judgements include considerations of inputs
such as liquidity risk, credit risk and volatility.
Changes in assumptions about these factors
could affect the reported fair value of financial
instruments.

vii. Impairment of Financial Assets

The impairment provisions for financial assets
are based on assumptions about risk of default
and expected cash loss rates. The Company

uses judgement in making these assumptions
and selecting the inputs to the impairment
calculation, based on the Company''s past history,
existing market conditions as well as forward
looking estimates at the end of each reporting
period.

The Company reviews its carrying value of
investments carried at amortised cost annually,
or more frequently when there is indication for
impairment. If the recoverable amount is less
than its carrying amount, the impairment loss is
accounted for.

viii. Impairment of Assets

The Company has used certain judgements and
estimates to work out future projections and
discount rates to compute value in use of cash
generating unit and to access impairment. In
case of certain assets independent external
valuation has been carried out to compute
recoverable values of these assets.

ix. Provisions

Provisions and liabilities are recognised in the
period when it becomes probable that there
will be a future outflow of funds resulting from
past operations or events and the amount of
cash outflow can be reliably estimated. The
timing of recognition and quantification of the

liability requires the application of judgement
to existing facts and circumstances, which can
be subject to change. The carrying amounts of
provisions and liabilities are reviewed regularly
and revised to take account of changing facts and
circumstances.

x. Exceptional Items

An item of income and expense within profit or
loss from ordinary activities is of such size, nature
or incidence that their disclosure is relevant to
explain the performance of the enterprise for
the period, it is treated as an exceptional item
and nature and amount of such item is disclosed
separately in financial statements.

3. Recent pronouncements:

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. For the year
ended March 31, 2025, MCA has notified Ind AS - 117
Insurance Contracts and amendments to Ind AS 116
- Leases, relating to sale and leaseback transactions,
applicable to the Company w.e.f. April 1, 2024. The
Company has reviewed the new pronouncements and
based on its evaluation has determined that it does
not have any impact on its financial statements.

11.1 The Company had invested in Fully Paid-up Non-Convertible Cumulative Redeemable Non-Participating Preference
Shares ("CRPS") of Tata Capital Limited. The CRPS were redeemable after 7 years from the date of issue, i.e. July 12,
2017. The CRPS carried a preferential right with respect to:

i. Payment of dividend calculated at a fixed rate at 7.5 % p.a. on Face Value.

ii. Repayment, in the case of a winding up or repayment of capital, of the amount of the share capital paid-up or deemed
to have been paid-up, whether or not, there is a preferential right to the payment of any fixed premium.

Note:

12.1 Since the Company calculates impairment under the simplified approach for Trade Receivables, it is not required
to separately track changes in credit risk of Trade Receivables as the impairment amount represents — Lifetime Expected
Credit Loss. Accordingly, based on a harmonious reading of Ind AS 109 and the break-up requirements under Schedule
III, the disclosure for all such Trade Receivables is made as shown above.

12.2 In determining the allowances for credit losses of Trade Receivables, the Group has used a practical expedient by
computing the expected credit loss allowance for Trade Receivables based on a provision matrix. The provision matrix
takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit
loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.The Group
estimates mostly the following matrix at the reporting date.

14.1 Cash at banks earns interest at floating rates based on time deposit rates. Short-term deposits are made for varying
periods of between three months and twelve months, depending on the immediate cash requirements of the Company, and
earn interest at the respective short-term deposit rates. The deposits maintained by the Company with banks comprises of
time deposits, which can be withdrawn by the Company at any point without prior notice or penalty.

14.2 Bank deposits include restricted balances of '' 228.29 Lakhs (Previous Year: '' 256.88 Lakhs). The restrictions are primarily
on account of cash and bank balances held as margin money deposits against guarantees and overdraft facility backed by
Fixed Deposits.

14.3 There is no repatriation restriction with regard to Cash and Cash Equivalents and Bank balances other than cash and cash
equivalents as at the end of the current year and previous year.

18.1 22,542 Global Depository Receipts of erstwhile Aptech Limited (hereinafter "Old GDRs" 22,542 numbers) representing
11,271 (Previous Year: 11,271) underlying equity shares (2 GDR equals 1 Equity Share ) of face value '' 10 each are
outstanding.

18.2 The Company has allotted 1,821 Equity Shares for the year ended March 31,2025 (Previous Year: 13,350) pursuant to the
exercise of options under Aptech Limited - Employee Stock Option Plan 2016.

18.3 The Company has allotted 4,874 Equity Shares for the year ended March 31,2025 (Previous Year: 24,021 ) pursuant to the
exercise of options under Aptech Limited - Employee Stock Option Plan 2021.

18.4 The Company has allotted 1,65,41,152 fully paid-up shares of face value '' 10 each in the ratio of two equity shares for
every five equity shares held, pursuant to bonus issue approved by the shareholders through postal ballot in September
2023.

Terms and rights attached to equity shares

i. Equity Shares have a par value of '' 10. Equity Shares entitle the holder to participate in dividends, and to share in the
proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held after
distribution of all preferential amounts.

ii. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each
share is entitle to one vote.

iii. Equity Shares are entitled for dividend proposed by the Board of Directors and is subject to the approval of the
shareholders in the Annual General meeting, except in case of interim dividend.

Capital Redemption Reserve

The Capital Redemption Reserve is created by transfering Nominal Value of the Owned Equity shares purchased out of
Free Reserves or Securities Premium. The Reserve is to be utilised in accordance with the provisions of the Companies
Act, 2013.

Securities Premium Account

The Securities Premium Account is used to record the premium on issue of shares. The Reserve is to be utilised in
accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding Account

The Share Option Outstanding Account is used to recognise the Grant date Fair Value of option issued to employees
under the Aptech Limited - Employee Stock Option Plan 2016 (ESOPs) and ESOP 2021 plan. The amounts recorded in
this account are transferred to securities premium upon exercise of stock options by employees.

General Reserves

The General Reserve is created from time to time on transfer of profits from Retained Earnings. General Reserve is
created by transfer from one component of Equity to another and is not an item of Other Comprehensive Income, items
included in General Reserve will not be reclassified subsequently to Profit or Loss.

Retained earnings

The portion of profits not distributed among the shareholders but retained and used in business are termed as retained
earnings.

The Board of Directors at its meeting held on May 08, 2025 have recommended an Interim dividend of 45% ('' 4.50 per
Equity Share of par value '' 10 each) for the year ended March 31, 2025. The Board of Directors at its meeting held on
May 02, 2024 had recommended and paid an interim dividend of 45% ('' 4.50 per Equity Share of par value '' 10 each) for
the year ended March 31, 2024 which resulted in a cash outflow of '' 2,609.69 Lakhs.

Equity Instruments through Other Comprehensive Income

As per Ind AS 109, companies have an option to designate investments in equity instruments to be measured at FVTOCI.
For such instruments, the cumulative fair value gain or loss is presented as a part of Other Equity. This represents
the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other
comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets
are disposed of.

i. Leave Obligations

The leave obligations cover the Company''s liability for sick and earned leave. The amount of the provision of '' 13.81
Lakhs (Previous year '' 63.89 Lakhs) is presented as current, since the Company does not have an unconditional right
to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all
employees to take the full amount of accrued leave or require payment within the next 12 months.

ii. Post-Employment Obligations
Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who
are in continuous service for a period of 5 years are eligible for gratuity.

The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month
computed proportionately multiplied for the number of years of service as per the Scheme.

iii. Defined Contribution Plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for
employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident
fund administered by the government. The obligation of the Company is limited to the amount contributed and it has
no further contractual nor any constructive obligation. Amount recognized as an expense during the period towards
defined contribution plan is '' 159.63 Lakhs ( Previous year: '' 198.23 Lakhs) (Refer Note 31).

Balance Sheet Amounts - Gratuity

The amounts recognised in the balance sheet and the movements in the net defined benefits obligation over the year
are as follows:

Risk exposure and Asset Liability Matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take
on uncertain long-term obligations to make future benefit payments.

1. Liability Risks

a. Asset-liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching
duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings
caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in
practice can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes.
Rising salaries will often result in higher future defined benefit payments resulting in a higher present
value of liabilities especially unexpected salary increases provided at management''s discretion may lead to
uncertainties in estimating this increasing risk.

2. Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may
default on paying the benefits in adverse circumstances, funding the plan removes volatility in company''s
financials and also benefit risk through return on the funds made available for the plan.

Note:

The obligation of Leave Encashment is provided on the basis of actuarial valuation by an independent valuer and
the same is unfunded. The amount recognised in the Statement of Profit and Loss for the year is '' 49.45 Lakhs
(Previous year: '' 84.00 Lakhs).

Fair Value of Financial Assets measured at amortised cost:

i. Financial Assets measured at amortised cost:

The Carrying amounts of Trade and Other Receivables and Cash and Cash equivalents are considered to be the same as their
fair values, due to their short term nature. The Carrying amounts of loans are considered to be close to their fair values.

ii. Financials Liabilities measured at amortised cost:

The Carrying amount of Trade and Other Payables are considered to be the same as their fair values due to their short
term nature.

Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are
disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining
fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting
standard. An explanation of each level follows underneath the table:

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments, traded bonds and units of mutual funds that have quoted price. The fair value of all equity instruments
(including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period.
The units of mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-
the counter derivatives) is determined using valuation techniques which maximize the use of observable market data
and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in
level 3.

Valuation techniques used to determine Fair Value

Specific Valuation Techniques used to value financial instruments include:

• the use of quoted market prices or dealer quotes for similar instruments.

The fair values of all financial instruments carried at amortised cost are not materially different from their carrying
amounts since they are either short-term in nature or the interes rates applicable are equal to the current market rate
of interest.

35.1 Comparable Companies Multiples Method (CCM): An approach that entails looking at market quoted price of comparable
companies and converting that into the relevant multiples.The relevant mulitple after adjusting for factors like size,
growth, profitability, etc is applied to the elevant financial parameter of the subject company.

36. Financial Risk Management

The Company''s activities expose it to business risk, interest rate risk, liquidity risk and credit risk. In order to minimise
any adverse effects on the financial performance, the Company''s risk management is carried out by a corporate treasury
and corporate finance department under policies approved by the board of directors and top management. Company''s
treasury identifies, evaluates and mitigates financial risks in close cooperation with the Company''s operating units. The
board provides guidance for overall risk management, as well as policies covering specific areas.

A. Credit Risk

Credit risk is the risk of incurring a loss that may arise from a borrower or debtor failing to make required payments.
Credit risk arises mainly from outstanding receivables, cash and cash equivalents, employee advances and security
deposits. The Company manages and analyses the credit risk for each of its new clients before standard payment
and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through
exposure to individual customers, specific industry sectors and/or regions.

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed.
To manage this, the Company periodically assess financial reliability of customers, taking into account the financial
condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual
risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in credit risk on an ongoing basis through out each reporting period. To assess whether there is
a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting
date with the risk of default as at the date of initial recognition. It considers reasonable and supportive looking
forward information such as:

i. Actual or expected significant adverse changes in business,

ii. Actual or expected significant changes in the operating results of the counterparty,

iii. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to
meet its obligations,

iv. Significant changes in the value of the collateral supporting the obligation or in the quality of the third party
guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to
engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company
continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made,
these are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on
historical trend, industry practices and the business environment in which the entity operates.Loss rates are based
on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not
material hence no additional provision considered.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity
to meet its cash and collateral requirements.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on
the basis of expected cash flows. The Company''s liquidity management policy involves projecting cash flows and
considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal requirements and maintaining debt financing plans.

Financing arrangements

The Company had access to bank overdraft facilities. These facilities may be drawn at any time and may be terminated
by the bank without notice.

C. Market risk
Foreign currency risk

1. Foreign currency exposure

---

Mar 31, 2024

requires the application of judgement to existing facts and circumstances, which can be subject to change. The

carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances.

x. Exceptional Items

An item of income and expense within profit or loss from ordinary activities is of such size, nature or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, it is treated as an exceptional item and nature and amount of such item is disclosed separately in financial statements.

3. Recent pronouncements:

ix. Provisions

Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability

The Ministry of Corporate Affairs ("MCA") notifies new standards or amends the existing standards under the Companies (Indian Accounting Standards) Rules, 2015, as issued and amended from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the company, which would come into force with effect from April 1, 2024.

6.1 Investments in Redeemable Preference Shares issued by Aptech Venture Limited are reedemable at the option of the issuer. Thus, these Preference Shares are in the nature of "Equity Instruments”.

6.2 Tata Capital Preference Shares are Fully Paid-up Non-Convertible Cumulative Redeemable Non-Participating Preference Shares ("CRPS"). The CRPS are redeemable after 7 years from the date of issue, i.e. July 12, 2017. As at March 31, 2024, since CRPS are having remaining maturity of less than 12 months, the same have now been classified as Current Investments. The CRPS shall carry a preferential right with respect to :

i. Payment of dividend calculated at a fixed rate at 7.5 % p.a. on Face Value.

ii. Repayment, in the case of a winding up or repayment of capital, of the amount of the share capital paid-up or deemed to have been paid-up, whether or not, there is a preferential right to the payment of any fixed premium.

6.3 The Company through its wholly-owned step-down foreign subsidiary, namely, Aptech Investment Enhancer Limited ("AIEL"), had invested an amount of '' 10,813.21 Lakhs in equity instruments of BJBC-China (''the Investee Company'') in an earlier year. Considering the conditions of uncertainty and having regard to the principle of prudence, AIEL had recognised the provision for diminution in the value of investments as impairment to the extent of carrying value of investments in BJBC-China of '' 10,813.21 Lakhs. Consequently,the Company''s wholly owned subsidiary, namely, Aptech Venture Limited ("AVL") had recognised the provision for diminution in the value of investments as impairment to the extent of the carrying value of its investments in AIEL of '' 2,135.73 Lakhs in an earlier year.

6.4 The Board of Directors at its meeting held on May 2, 2024 have considered and in-principle approved the proposal to merge MEL Training and Assessments Limited (100% Domestic Subsidiary), Aptech Ventures Limited (Wholly owned Foreign Subsidiary) and Aptech Investment Enhancers Limited (Wholly owned step-Down Foreign Subsidiary) with Aptech Limited, the Appointed Date being April 1, 2024. The proposed merger would be subject to the required approvals from shareholders, regulatory and statutory authorities.

14.1 Cash at banks earns interest at floating rates based on time deposit rates. Short-term deposits are made for varying periods of between three months and twelve months, depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates. The deposits maintained by the Company with banks comprises of time deposits, which can be withdrawn by the Company at any point without prior notice or penalty on the principal.

14.2 Bank deposits include restricted balances of '' 256.88 Lakhs (Previous Year: '' 374.79 Lakhs). The restrictions are primarily on account of cash and bank balances held as margin money deposits against guarantees and overdraft facility backed by Fixed deposit.

16.1 Unbilled Revenue is revenue that is yet to be invoiced for services already delivered. The budgeted efforts have been expended (and therefore the revenue has been recognised) and yet, no invoice has been raised. While this could happen due to several reasons, the most common one is the customer delay in acceptance of the deliverables and in rare cases non-acceptance. Considering the fact that Unbilled Revenue is for the services already provided, the Company has also provided for the Allowance for Expected Credit Loss on such unbilled revenue.

16.2 Bank deposits (remaining maturity of less than 12 months) include restricted balances of '' 5,321.32 Lakhs (Previous Year: '' 211.10 Lakhs). The restriction are primarily on account of cash and bank balances held as margin money deposits against bank guarantees and overdraft facility backed by Fixed Deposits.

18.1 22,542 Global Depository Receipts of erstwhile Aptech Limited (hereinafter "Old GDRs" 22,542 numbers) representing 11,271 (Previous Year : 11,271) underlying equity shares (2 GDR equals 1 Equity Share ) of face value '' 10 each are outstanding.

18.2 The Company has allotted 13,350 Equity Shares for the year ended March 31, 2024 (Previous Year : 55,146) pursuant to the exercise of options under Aptech Limited - Employee Stock Option Plan 2016.

18.3 The Company has allotted 24,021 Equity Shares for the year ended March 31, 2024 (Previous Year : 14,133) pursuant to the exercise of options under Aptech Limited - Employee Stock Option Plan 2021.

18.4 In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 (''SEBI Regulations'') approval of shareholders of the Company was obtained at the Annual General Meeting held on July 1, 2021, to create, offer and grant upto 6,00,000 Stock Options under Employee Stock Option Plan 2021 (ESOP Plan) to the employees of the Group to vest on fulfilling certain conditions at the end of 1st, 2nd and 3rd Year from the date of grant based on the tenure of the eligible employees and performance criteria. Accordingly the Company had granted Nil Stock option ( Previous year:2,15,937 stock options) under Employee Stock Option Plan 2021 (ESOP Plan) to the employees of the Group.

18.5 The Company has allotted 1,65,41,152 fully paid-up shares of face value '' 10 each in the ratio of two equity shares for every five equity shares held, pursuant to bonus issue approved by the shareholders through postal ballot.

Terms and Rights attached to Equity Shares

i. Equity Shares have a par value of '' 10. Equity Shares entitle the holder to participate in dividends and to share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held after distribution of all preferential amounts.

ii. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote and upon a poll each share is entitle to one vote.

iii. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General meeting, except in case of interim dividend.

Share Application Money pending Allotment

It represents share application money received from employees on exercise of stock options for which allotment of Nil equity shares (Previous Year : 600 ) is pending as at the year end.

Capital Redemption Reserve

The Capital Redemption Reserve is created by transfering Nominal Value of the Owned Equity shares purchased out of Free Reserves or Securities Premium. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Securities Premium Account

The Securities Premium Account is used to record the premium on issue of shares. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding Account

The Share Option Outstanding Account is used to recognise the Grant date Fair Value of option issued to employees under the Aptech Limited - Employee Stock Option Plan 2016 (ESOPs) and ESOP 2021 plan. The amounts recorded in this account are transferred to securities premium upon exercise of stock options by employees.

General Reserves

The General Reserve is created from time to time on transfer of profits from Retained Earnings. General Reserve is created by transfer from one component of Equity to another and is not an item of Other Comprehensive Income, items included in General Reserve will not be reclassified subsequently to Profit or Loss.

Retained Earnings

The portion of profits not distributed among the shareholders but retained and used in business are termed as retained earnings.

The Board of Directors at its meeting held on May 02, 2024 have recommended an Interim dividend of 45% ('' 4.50 per Equity Share of par value '' 10 each) for the year ended March 31, 2024. The Board of Directors at its meeting held on May 24, 2023 had recommended and paid an interim dividend of 60% ('' 6.00 per Equity Share of par value '' 10 each) for the year ended March 31, 2023 which resulted in a cash outflow of '' 2,485.15 Lakhs.

Equity Instruments through Other Comprehensive Income

As per Ind AS 109, companies have an option to designate investments in equity instruments to be measured at FVTOCI. For such instruments, the cumulative fair value gain or loss is presented as a part of Other Equity. This represents

i. Leave Obligations

The leave obligations cover the Company''s liability for sick and earned leave. The amount of the provision of '' 63.89 Lakhs (Previous year '' 51.26 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

ii. Post-Employment Obligations Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity.

The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately multiplied for the number of years of service as per the Scheme.

iii. Defined Contribution Plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Amount recognized as an expense during the period towards defined contribution plan is '' 198.23 Lakhs ( Previous year : '' 192.40 Lakhs) (Refer Note 31).

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the Liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2. Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

Note:

The obligation of Leave Encashment is provided on the basis of actuarial valuation by an independent valuer and the same is unfunded. The amount recognised in the Statement of Profit and Loss for the year is '' 84.00 Lakhs (Previous year : '' 30.41 Lakhs).

36. Financial Risk Management

The Company''s activities expose it to business risk, interest rate risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance, the Company''s risk management is carried out by a corporate treasury and corporate finance department under policies approved by the board of directors and top management. Company''s treasury identifies, evaluates and mitigates financial risks in close cooperation with the Company''s operating units. The board provides guidance for overall risk management, as well as policies covering specific areas.

A. Credit Risk

Credit risk is the risk of incurring a loss that may arise from a borrower or debtor failing to make required payments. Credit risk arises mainly from outstanding receivables, cash and cash equivalents, employee advances and security deposits. The Company manages and analyses the credit risk for each of its new clients before standard payment and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through out each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive looking forward information such as:

i. Actual or expected significant adverse changes in business,

ii. Actual or expected significant changes in the operating results of the counterparty,

iii. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv. Significant changes in the value of the collateral supporting the obligation or in the quality of the third party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates.Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements and maintaining debt financing plans.

Financing arrangements

The Company had access to bank overdraft facilities. These facilities may be drawn at any time and may be terminated by the bank without notice.

C. Market risk Foreign currency risk

1. Foreign currency exposure

Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency sales and purchases, primarily with respect to EUR, USD and MYR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency (INR).

The risk is measured through a forecast of foreign currency sales and purchases for the Company''s operations.

As of March 31, 2024, the Company''s exposure to foreign currency risk, expressed in INR, is given in the table below. The amounts represent only the financial assets and liabilities that are denominated in currencies other than the functional currency of the Company.

D. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Since the Company does not have any non-current borrowings, it is not exposed to cash flow interest rate risk. The Company has not used any interest rate derivatives.

1. Exposure to interest rate risk

The Company''s deposits and Investments are all at fixed rate and carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because a change in market interest rates.

2. Price risk exposure

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Price risk arises from financial assets such as investments in equity instruments and mutual funds. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31, 2024, the carrying value of such equity instruments recognised at FVTOCI amounts to '' 291.00 Lakhs (Previous year '' 274.00 Lakhs). The details of such investments in equity instruments are given in Note 6.

37. Capital Management

The Company''s objectives when managing capital are to:

• Safeguard their ability to continue as a going concern, so that they can continue to provide Returns for shareholders

and Benefits for other stakeholders;

• Maintain an optimal capital structure to reduce the cost of capital;

• The capital of the Company consist of equity capital and accumulated profits .

45. Additional Regulatory Information

Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Standalone Financial Statements.

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii. The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial statements are approved.

iii. The Company does not have any transactions with struck-off companies.

iv. Ratios - Refer Note 44

v. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding, that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi. The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding, that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vii. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

Additional Information pursuant to Clause 7(l) of General Instructions for preparation of Consolidated Statement of Profit and Loss as given in Part II of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Standalone Financial Statements.

i. The Company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

ii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

47. The figures for the previous year have been regrouped/ rearranged/reclassified wherever necessary to correspond with figures of current year.

As per our attached Report of even date. For and on behalf of the Board of Directors of

For BANSI S. MEHTA & CO. APTECH LIMITED

Chartered Accountants Firm Registration No. 100991W

PARESH H. CLERK ANUJ KACKER MADHU JAYAKUMAR

Partner Whole-time Director & Interim CEO Director

Membership No. 36148 DIN : 00653997 DIN : 00016921

Place: Mumbai T. K. RAVISHANKAR AKSHAR BIYANI

Dated: May 02, 2024 Chief Financial Officer Company Secretary

Place: Mumbai Dated: May 02, 2024

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Mar 31, 2023

i. Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions is not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

A Provision is measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, the amount of provision is discounted using an appropriate pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

A Contingent liability is disclosed in case of a present obligation arising from past events, when it is either not probable that an outflow of

resources will be required to settle the obligation, or a reliable estimate of the amount cannot be made. A Contingent Liability is also disclosed when there is a possible obligation arising from past events, the existence of Which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

A Contingent Asset is not recognised, but disclosed in the financial statements when an inflow of economic benefits is probable.

j. Employee Benefits

Short-term and Other Long-term Employee Benefits

A liability is recognised for benefits accruing to employees in respect of short-term employee benefits in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. A liability is recognised for benefits accruing to employees in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by the employees up to the reporting date.

i. Defined Contribution Plan

The Company''s contribution to Provident Fund and Employee State Insurance Scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

ii. Defined Benefit Plan

In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan ("Gratuity Plan”) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee''s last drawn salary and the years of employment with the Company. For defined benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each Balance sheet date. Remeasurement, comprising actuarial gains

and losses, are recognised in full in the Other Comprehensive Income for the period in which they occur. Remeasurement recognised in Other Comprehensive Income is reflected immediately in retained earnings and is not reclassified to Profit and Loss. Past service cost both vested and non-vested is recognised as an expense at the earlier of (a) when the plan amendment or curtailment occurs; and (b) when the entity recognises related restructuring costs or termination benefits.

The retirement benefit obligations recognised in the Balance sheet represents the present value of the defined benefit obligations reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of available refunds and reductions in future contributions to the scheme.

Compensated Absences

The Company provides for the encashment of absence or absence with pay based on policy of the Company in this regard. The employees are entitled to accumulate such absences subject to certain limits, for the future encashment or absence. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the Balance Sheet date on the basis of an independent actuarial valuation.

k. Income Tax

Income tax expense represents the sum of the tax

currently payable and deferred tax.

i. Current Tax

The tax currently payable is based on taxable profit for the year. Taxable profits differ from ''profit before tax'' as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company''s current tax is calculated using applicable tax rates that have been enacted or substantively enacted by the end of the reporting period and the provisions

of the Income Tax Act, 1961 and other tax laws, as applicable.

Current tax assets and current tax liabilities are offset if there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the current tax liabilities and assets on a net or simultaneous basis.

ii. Deferred income taxes Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Company''s financial statements and the corresponding tax bases used in the computation of taxable profit under the Income Tax Act, 1961.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognised

as deferred tax asset in the Balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.

Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets and liabilities relate to the income tax levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the current tax liabilities and assets on a net or simultaneous basis.

Current and Deferred Tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in Other Comprehensive Income or directly in equity, in which case, the current and deferred tax are also recognised in Other Comprehensive Income or directly in equity, respectively.

l. Earnings per Share

The basic earnings per share are computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of equity shares outstanding during the reporting period. Diluted earnings per share is computed by dividing the net profit attributable to the equity shareholders for the year, as adjusted for the effects of potential dilution of equity shares, by the weighted average number of equity shares and dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.

m. Foreign Currency Transactions

Transactions in foreign currencies are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items, if any, that are measured at historical cost denominated in a foreign currency are translated using the exchange rate as at the date of initial transaction. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

n. Statement of Cash Flows

Cash flows are reported using the indirect method, whereby net profit for the period is adjusted for

the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash on hand, cash at banks, other short-term deposits and highly liquid investments with original maturity of three months or less that are readily convertible into cash and which are subject to an insignificant risk of changes in value, as reduced by bank overdrafts.

o. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

i. Initial Recognition

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in the Statement of Profit and Loss. However, trade receivables that do not contain a significant financing component are measured at transaction price.

ii. Classification and Subsequent Measurement : Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL'') on the basis of following:

• the entity''s business model for managing the financial assets; and

• the contractual cash flow characteristics of the financial assets.

a. Amortised Cost

A financial asset shall be classified and measured at amortised cost (based on Effective Interest Rate method), if both of the following conditions are met:

• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Cash and bank balances, trade receivables, loans and other financial assets of the Company are covered under this category.

b. Fair Value through Other Comprehensive Income

A financial asset shall be classified and measured at FVOCI, if both of the following conditions are met:

• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For financial assets that are measured at FVOCI, income by way of interest and dividend is recognised in profit or loss and changes in fair value (other than on account of such income) are recognised in Other Comprehensive Income and accumulated in other equity. On disposal of equity instruments measured at FVOCI, the cumulative gain or loss previously accumulated in other equity is not reclassified to profit or loss on disposal of investments.

The Company has made an irrevocable election to present subsequent changes in

the fair value of equity investments not held for trading through FVOCI.

c. Fair Value through Profit or Loss

A financial asset shall be classified and measured at FVTPL unless it is measured at amortised cost or at FVOCI.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

iii. Classification and Subsequent Measurement : Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or ''Other Financial Liabilities''.

a. Financial Liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL. Gains or Losses on liabilities held for trading are recognised in the Statement of Profit and Loss.

b. Other Financial Liabilities

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

iv. Offsetting

Financial assets and financial liabilities are offset and presented on net basis in the Balance Sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the Liability simultaneously.

v. Financial liabilities and equity instruments

• Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

• Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

Equity instruments issued by the Company are recognised at the proceeds received net off direct issue cost.

vi. Impairment of financial assets

The Company recognises loss allowance using expected credit loss model for financial assets which are measured at amortised cost and FVOCI debt instruments, if any. Expected credit losses are weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at original effective rate of interest.

For Trade Receivables, the Company measures loss allowance at an amount equal to expected credit losses. The Company computes expected credit loss allowance based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

vii. Derecognition of Financial Assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or when the Company transfers its contractual rights to receive the cash flows of the financial asset in which substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Company

neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset but does not retain control of the financial asset.

On derecognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

viii. Derecognition of financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different.

p. Revenue Recognition

The Company derives revenue primarily from providing training in Information Technology, Media and Entertainment. The Company offers training mainly through the Franchisee model and Corporate Training under the head "Training and Education Services”. The Company also earns revenue from providing Testing and Assessment Solution Services to private and public sector undertakings, government departments and educational institutions under its Institutional Segment ("Assessment Solution Services"). The main product offered by this division is Computer Aided Assessments, Digital Evaluation tool for paper-based exams, Pen and Paper Assessments and Document Digitalisation tool as separate products.

Revenue is recognised upon transfer of control of promised services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those services.

Revenue related to fixed time frame services contracts where the Company is standing ready to provide services is recognised based on time elapsed mode and revenue is straight lined over the period of performance.

In respect of other fixed-price contracts, revenue is recognized as the related services are performed,

that is on completion of the performance obligation. Revenue in respect of sale of Education course materials is recognised on delivery of the course materials to the customers.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Revenues in excess of invoicing are classified as contract assets (which we refer to as "Unbilled Revenue”) while invoicing in excess of revenues are classified as contract liabilities (which we refer to as "Unearned Revenue").

The contract liabilities primarily relate to advance considerations received from customers for whom revenue is recognized as the related services are performed, that is on completion of performance obligation.

Advance collections are recognised when payment is received before the related performance obligation is satisfied. This includes advance received from the customer towards events fees, course-wares fees, etc. Revenue is recognised as the related services are performed, that is on completion of performance obligation.

Revenue from licenses where the customer obtains a right to use the license is recognised at the time the license is made available to the customer. Revenue from licenses where the customer obtains a right to access is recognised over the access period.

The billing schedules agreed with customers include periodic performance based payments and/ or milestone based progress payments. Invoices are payable within contractually agreed credit period.

The Company disaggregates revenue from contracts with customers by nature of services, type of customers and geography.

i. Interest Income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a timely basis, by reference to the principal outstanding and at the effective interest rate applicable. The effective interest

rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of that financial asset.

ii. Dividends

Dividend income from investments is recognised when the Company''s right to receive dividend is established, which is generally when shareholders approve the dividend except in case of Interim Dividend.

iii. Franchisee fees

Net Franchisee fees income is recognised as operating income on an accrual basis in accordance with the substance of the relevant agreements with the franchisees as licensing-out technologies/Patent/Trade mark uses/ expertise''s is part of the ordinary and recurring activities of a business.

Income that relates to the sale or out-licensing of technologies or technological expertise is recognised in profit or loss as of the effective date of the respective agreement if all rights relating to the technological knowhow/ Expertise''s and all obligations resulting from them have been transferred under the contract terms. However, if rights to the technologies/ expertise''s continue to exist or obligations resulting from them have yet to be fulfilled, the revenue is deferred, accordingly.

iv. Government Grants

Government grants are recognised at their fair value if there is reasonable assurance that the grant will be received and all related conditions will be complied with. Cost grants are recognised as income over the periods necessary to match the grant on a systematic basis to the cost that it is intended to compensate. If the grant is an investment grant, its fair value is initially recognised as deferred income in Other non-current liabilities and then released to profit or loss over the expected useful life of the relevant asset.

q. Leases

As a Lessee:

The Company''s leased assets consist of leases

for Buildings and Computers. At inception of a

contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and (iii) the Company has the right to direct the use of the asset.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of Property, Plant and Equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company''s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company''s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets:

The Company has elected not to recognise right-to-use assets and lease liabilities for short-term lease that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an operating expense as per the terms of the lease.

Lease Modification:

For lease modifications, the Company has adopted practical expedient w.r.t "Covid 19 related rent concessions" given in the amendments to Ind AS 116, notified by Ministry of Corporate Affairs on July 24, 2020.

As a Lessor:

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 to allocate the consideration in the contract.

The Company recognises lease payments received under operating leases as income as per the terms of the lease as part of ''other income''.

The accounting policies applicable to the Company as a lessor in the comparative period were not different from Ind AS 116. However, when the Company was an intermediate lessor the sub-leases were classified with reference to the underlying asset.

(Refer Note 43 for disclosures pursuant to Ind AS 116.)

r. Non-current assets/ disposal group held for sale and discontinued operations

Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. The criteria for held for sale classification is regarded met only when the assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. Management must be committed to a plan to sell the asset and an active programme to locate a buyer and complete the plan must have been initiatedthe sale/ distribution and the sale should be expected within one year from the date of classification.

Non-current assets held for sale and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet.

A discontinued operation is a component of the Company''s business, the operations and cash flows of which can be clearly distinguished, operationally and for financial reporting purposes, from those of the rest of the Company.

A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations,

• Is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or;

• Is a subsidiary acquired exclusively with a view to resale.

Discontinued operations are excluded from the results of continuing operations and are presented

as a single amount as profit or loss after tax from discontinued operations in the Statement of profit and loss with all prior periods being presented on this basis.

s. Segment Reporting Policies

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

Identification of Segments

The Company has reported Segment Information as per Ind AS 108. The Company has identified Operating Segments taking into account the services of Business Function, the differing risks and returns, the organizational structure and the internal reporting system.

t. Critical Accounting Judgements and Key Sources of Estimation Uncertainty

The preparation of the financial statements requires the management to make judgements, estimates and assumptions in the application of accounting policies and that have the most significant effect on reported amounts of assets, liabilities, incomes and expenses, and accompanying disclosures, and the disclosure of contingent liabilities.

The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

i. Key estimates, assumptions and judgements

The key assumptions concerning the future and other major sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

ii. Income taxes

Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/ recovered for uncertain tax positions as also to determine the amount of deferred tax that can be recognised, based upon the likely timing and the level of future taxable profits. Also, Refer Note 35.

iii. Property, Plant and Equipment/Intangible Assets

Property, Plant and Equipment/ Other Intangible Assets are depreciated/amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on the Company''s historical experience with similar assets and taking into account anticipated technological changes or commercial obsolescence. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/amortisation to be recorded during any reporting period. The depreciation/amortisaion for future periods is revised, if there are significant changes from previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life of the assets.

iv. Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease.

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

v. Employee Benefit Plans

The cost of the defined benefit gratuity plan and other-post employment benefits and the present value of gratuity obligation is determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition and mortality rates. Due to the complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

vi. Fair Value measurements of Financial Instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets (Net Assets Value in case of units of Mutual Funds), their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model.

The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

vii. Impairment of Financial Assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

The Company reviews its carrying value of investments carried at amortised cost

annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.

viii. Exceptional Items

An item of income and expense within profit or loss from ordinary activities is of such size, nature or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, it is treated as an exceptional item and nature and amount of such item is disclosed separately in financial statements. Also Refer Note 6.3.

ix. Impairment of Assets

The Company has used certain judgements and estimates to work out future projections and discount rates to compute value in use of cash generating unit and to access impairment. In case of certain assets independent external valuation has been carried out to compute recoverable values of these assets.

x. Provisions

Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances.

2. Recent pronouncements:

The Ministry of Corporate Affairs ("MCA") notifies new standards or amends the existing standards under the Companies (Indian Accounting Standards) Rules as issued and amended from time to time. MCA, through a notification of March 31,2023, introduced the Companies (Indian Accounting Standards) Amendment Rules, 2023 to amend the Companies (Indian Accounting Standards) Rules, 2015, which come into force with effect from April 1, 2023. The following are the amendments :

Ind AS 1 - Presentation of Financial Statements

The amendment specifies that the entities disclose material accounting policy information rather than their significant accounting policies. Accounting policy information, when considered together with other information included in an entity''s standalone financial statements, is material, if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The Company has evaluated the amendment and does not expect this amendment to have any significant impact in its standalone financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

This amendment introduces the definition of ''accounting estimates''. An accounting policy may require items to be measured involving measurement uncertainty and such items for its measurement, instead of being observed directly are to be estimated and therefore, an entity requires to develop an accounting estimate for the accounting policy. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. Other amendments provide mainly relates to changes in accounting estimates and how to apply changes in accounting policies so as to distinguish the two.

The Company has evaluated the amendment and it does not expect to have any impact on its standalone financial statements.

Ind AS 12 - Income Taxes

These amendments have narrowed the scope of application of the exemption when temporary differences arise on the initial recognition of an asset or liability in a transaction. As per the amendments, the exemption in paragraphs 15 and 24 of Ind AS 12) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences and the exemption applies only when the taxable and deductible temporary differences are unequal.

The Company is evaluating the impact, if any, in its standalone financial statements.

17.1 22,542 Global Depository Receipts of erstwhile Aptech Limited (hereinafter "Old GDRs" 22,542 numbers) representing 11,271 (Previous Year : 11,271) underlying equity shares (2 GDR equals 1 Equity Share ) of face value '' 10/- each are outstanding.

17.1 The Company has allotted 55,146 Equity Shares for the year ended March 31, 2023 (Previous Year : 6,74,362) pursuant to the exercise of options under Aptech Limited - Employee Stock Option Plan 2016.

17.3 The Company has allotted 14,133 Equity Shares for the year ended March 31, 2023 (Previous Year : NIL) pursuant to the exercise of options under Aptech Limited - Employee Stock Option Plan 2021.

17.4 In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulation, 2014 (''SEBI Regulation'') approval of shareholders of the Company was obtained at the Annual General Meeting held on July 1, 2021, to create, offer and grant upto 6,00,000 Stock options under Employee Stock Option Plan 2021 (ESOP Plan) to the employees of the Group to vest on fulfilling certain conditions at the end of 1st, 2nd and 3rd Year from the date of grant based on the tenure of the eligible employees and performance criteria. Accordingly the Company had granted 2,15,937 Stock option ( Previous year: 2,12,073 stock options) under Employee Stock Option Plan 2021 (ESOP Plan) to the employees of the Group.

Terms and rights attached to equity shares

i. Equity Shares have a par value of '' 10. Equity Shares entitle the holder to participate in dividends, and to share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held after distribution of all preferential amounts.

ii. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

iii. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General meeting, except in case of interim dividend.

Share Application Money pending Allotment

It represents share application money received from employees on exercise of stock options for which allotment of 600 equity shares (Previous Year : 6,650 ) is pending as at the year end.

Capital Redemption Reserve

The Capital Redemption Reserve is created by transfering Nominal Value of the Owned Equity shares purchased out of Free Reserves or Securities Premium. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Securities Premium Account

The Securities Premium Account is used to record the premium on issue of shares. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding Account

The Share Option Outstanding Account is used to recognise the Grant date Fair Value of option issued to employees under the Aptech Limited - Employee Stock Option Plan 2016 (ESOPs) and ESOP 2021 plan. The amounts recorded in this account are transferred to securities premium upon exercise of stock options by employees.

General Reserve

The General Reserve is created from time to time on transfer of profits from Retained Earnings. General Reserve is created by transfer from one component of Equity to another and is not an item of Other Comprehensive Income, items included in General Reserve will not be reclassified subsequently to Profit or Loss.

Retained earnings

The portion of profits not distributed among the shareholders but retained and used in business are termed as retained earnings.

The Board of Directors at its meeting held on May 24, 2023 have recommended an Interim dividend of 60% ('' 6 per Equity Share of par value '' 10 each) for the year ended March 31, 2023. The Board of Directors at its meeting held on May 04, 2022 had recommended and paid an interim dividend of 50% ('' 5.00 per Equity Share of par value '' 10 each) for the year ended March 31, 2022 which resulted in a cash outflow of '' 2067.54 Lakhs.

Equity Instruments through Other Comprehensive Income

As per Ind AS 109, companies have an option to designate investments in equity instruments to be measured at FVTOCI. For such instruments, the cumulative fair value gain or loss is presented as a part of Other Equity. This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed of.

i. Leave Obligations

The leave obligations cover the Company''s liability for sick and earned leave. The amount of the provision of '' 51.26 Lakhs (Previous year '' 45.30 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

ii. Post-Employment Obligations Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately multiplied for the number of years of service as per the Scheme.

iii. Defined Contribution Plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Amount recognized as an expense during the period towards defined contribution plan is '' 192.40 Lakhs ( Previous year : '' 182.42 Lakhs) (Refer Note 31).

iv. Balance Sheet Amounts - Gratuity

The amounts recognised in the balance sheet and the movements in the net defined benefits obligation over the year are as follows:

Risk exposure and Asset Liability Matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long-term obligations to make future benefit payments.

1. Liability Risks

a. Asset-liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2. Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

Note: The obligation of Leave Encashment is provided on the basis of actuarial valuation by an independent valuer and the same is unfunded. The amount recognised in the Statement of Profit and Loss for the year is '' 30.41 Lakhs (Previous year : '' 39.53 Lakhs).

Fair Value of Financial Assets measured at amortised cost:

i. Financial Assets measured at amortised cost:

The Carrying amounts of Trade and Other Receivables and Cash and Cash equivalents are cosndered to be the same as their fair values, due to their short term nature. The Carrying amounts of loans are considered to be close to their fair values."

ii. Financials Liabilities measured at amortised cost:

The Carrying amount of Trade and Other Payables are considered to be the same as their fair values due to their short term nature.

Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table :

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and units of mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The units of mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

Valuation techniques used to determine Fair Value

Specific Valuation Techniques used to value financial instruments include:

• the use of quoted market prices or dealer quotes for similar instruments.

The fair values of all financial instruments carried at amortised cost are not materially different from their carrying amounts

since they are either short-term in nature or the interest rates applicable are equal to the current market rate of interest.

deposits. The Company manages and analyses the credit risk for each of its new clients before standard payment and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through out each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive looking forward information such as:

i. Actual or expected significant adverse changes in business,

ii. Actual or expected significant changes in the operating results of the counterparty,

iii. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv. Significant changes in the value of the collateral supporting the obligation or in the quality of the third party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates.Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements and maintaining debt financing plans.

Financing arrangements

The Company had access to bank overdraft facilities. These facilities may be drawn at any time and may be terminated by the bank without notice.

C. Market risk Foreign currency risk

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Mar 31, 2022

6.1 Investments in Redeemable Preference Shares issued by Aptech Venture Limited are reedemable at the option of the issuer. Thus, these Preference Shares are in the nature of "Equity Instruments".

6.2 Tata Capital Preference Shares are Fully Paid-up Non-Convertible Cumulative Redeemable Non-Participating Preference Shares ("CRPS"). The CRPS are redeemable after 7 years from the date of issue, i.e. July 12, 2017 .The CRPS shall carry a preferential right with respect to ;

i. Payment of dividend calculated at a fixed rate at 75 % p.a. on Face Value.

ii. Repayment, in the case of a winding up or repayment of capital, of the amount of the share capital paid-up or deemed to have been paid-up, whether or not, there is a preferential right to the payment of any fixed premium.

6.3 For the year ended March 31, 2021: The Company through its wholly-owned step-down foreign subsidiary, namely, Aptech Investment Enhancer Limited ("AIEL"), had invested an amount of '' 10,813.21 Lakhs in equity instruments of BJBC-China (''the Investee Company''). In the absence of availability of audited financial statements of BJBC-China to its investors since 2014, the step-down Subsidiary jointly with other majority shareholders filed appropriate petitions in the jurisdictional Court and obtained orders. Thereafter, the Petitioners, have not been in a position to get the order so obtained executed in the People''s Republic of China, where the investee company is situated. Considering improper corporate governance, possible gross breaches of fiduciary duties with respect to the management of its key assets, and notably a significant reduction in the cash balance, lack of transparency and non-cooperation with officers of the Court (Inspectors) and the Court, etc. AIEL was legally advised that their investments in BJBC-China is fully impaired. In the light of the legal advice and in the absence of availability of any estimate of fair value, the management of AIEL, by not considering the cost to be the appropriate estimate of fair value and considering the conditions of uncertainty and having regard to the principle of prudence, had recognised the provision for diminution in the value of investments as impairment to the extent of carrying value of investments in BJBC-China of '' 10,813.21 Lakhs for the year ended March 31, 2021. Consequently, the Company''s wholly owned subsidiary, namely, Aptech Venture Limited ("AVL") had recognised the provision for diminution in the value of investments as impairment to the extent of the carrying value of its investments in AIEL of '' 2,135.73 Lakhs for the year ended March 31, 2021. Accordingly, the management of the Company had also recognised the provision for diminution in the value of investments as impairment to the extent of the carrying value of its investments in AVL of '' 2,135.66 Lakhs for the year ended March 31, 2021.

6.4 The Unquoted investments in units of Mutual funds are carried at Net Asset Value.

11.1 Since the Company calculates impairment under the simplified approach for Trade Receivables, it is not required to separately track changes in credit risk of Trade Receivables as the impairment amount represents —Lifetime Expected Credit Loss. Accordingly, based on a harmonious reading of Ind AS 109 and the break-up requirements under Schedule III, the disclosure for all such Trade Receivables is made as shown above.

11.2 In determining the allowances for credit losses of Trade Receivables (as also for Unbilled Revenue), the Company has used a practical expedient by computing the expected credit loss allowance for Trade Receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix. The Company estimates mostly the following matrix at the reporting date.

13.1 Cash at banks earns interest at floating rates based on time deposit rates. Short-term deposits are made for varying periods of between three months and twelve months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. The deposits maintained by the Company with banks comprises time deposits, which can be withdrawn by the Company at any point without prior notice or penalty on the principal.

13.2 As at March 31, 2022, the Company had '' NIL (Previous Year: '' NIL) undrawn committed borrowing facilities.

13.3 Bank deposits include restricted balances of '' 593.32 Lakhs (Previous Year: '' 593.93 Lakhs). The restrictions are primarily on account of cash and bank balances held as margin money deposits against guarantees and overdraft facility.

13.4 There is no repatriation restriction with regard to Cash and Cash Equivalents as at the end of the current year and previous year.

15.1 Unbilled Revenue is revenue that is yet to be invoiced for services already delivered. The budgeted efforts have been expended (and therefore the revenue has been recognised) and yet, no invoice has been raised. While this could happen due to several reasons, the most common one is the customer delay in acceptance of the deliverables and in rare cases non-acceptance.

15.2 Bank deposits (remaining maturity of less than 12 months) as of March 31, 2022 include restricted balances of '' 400 Lakhs (Previous Year: Nil). The restriction are primarily on account of cash and bank balances held as margin money deposits against bank guarantees and overdraft facility.

16.1 Advance to Suppliers includes '' 347.84 Lakhs towards the mobilisation advance given to the Business Partners for the service delivery to students under the student centric performance obligation model as started with effect from April 1, 2021 (Refer Note).

17.1 22,542 Global Depository Receipts of erstwhile Aptech Limited (hereinafter "Old GDRs" 22,542 numbers) representing 11,271 (Previous Year : 11,271) underlying equity shares (2 GDR equals 1 Equity Share ) of face value '' 10/- each are outstanding.

17.2 The Company has allotted 6,74,362 Equity Shares for the year ended March 31, 2022 (Previous Year : 4,16,330) pursuant to the exercise of options under Aptech Limited - Employee Stock Option Plan 2016.

17.3 In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulation, 2014 (''SEBI Regulation'') approval of shareholders of the Company was obtained at the Annual General Meeting held on July 1, 2021, to create, offer and grant upto 6,00,000 Stock options under Employee Stock Option Plan 2021 (ESOP Plan) to the employees of the Company to vest on fulfilling certain conditions at the end of 1st, 2nd and 3rd Year from the date of grant based on the tenure of the eligible employees and performance criteria. Accordingly the Company had granted 2,12,073 Stock options under Employee Stock Option Plan 2021 (ESOP Plan) to the employees of the Company.

Terms and rights attached to equity shares

i. Equity Shares have a par value of '' 10. Equity Shares entitle the holder to participate in dividends, and to share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held after distribution of all preferential amounts.

ii. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

iii. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General meeting, except in case of interim dividend.

Share Application Money pending Allotment

It represents share application money received from employees on exercise of stock options for which allotment of 6,650 equity shares (Previous Year : 36,705 ) is pending as at the year end.

Capital Redemption Reserve

The Capital Redemption Reserve is created by transfering Nominal Value of the Owned Equity shares purchased out of Free Reserves or Securities Premium. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Securities Premium

The Securities Premium Account is used to record the premium on issue of shares. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding

The Share Option Outstanding Account is used to recognise the Grant date Fair Value of option issued to employees under the Aptech Limited - Employee Stock Option Plan 2016 (ESOPs) and ESOP 2021 plan. The amounts recorded in this account are transferred to securities premium upon exercise of stock options by employees.

General Reserve

The General Reserve is created from time to time on transfer of profits from Retained Earnings. General Reserve is created by transfer from one component of Equity to another and is not an item of Other Comprehensive Income, items included in General Reserve will not be reclassified subsequently to Profit or Loss.

Retained earnings

The portion of profits not distributed among the shareholders but retained and used in business are termed as retained earnings.

The Board of Directors at its meeting held on May 4, 2022 have recommended an Interim dividend of 50% ('' 5.00 per Equity Share of par value '' 10 each) for the year ended March 31, 2022. The Board of Directors at its meeting held on April 29, 2021 had recommended and paid an interim dividend of 22.5% ('' 2.25 per Equity Share of par value '' 10 each) for the year ended March 31, 2021 which resulted in a cash outflow of '' 916 Lakhs.

Equity Instruments through Other Comprehensive Income

As per Ind AS 109, companies have an option to designate investments in equity instruments to be measured at FVTOCI. For such instruments, the cumulative fair value gain or loss is presented as a part of Other Equity. This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed of.

i. Leave Obligations

The leave obligations cover the Company''s liability for sick and earned leave. The amount of the provision of '' 45.30 Lakhs (Previous year : '' 41.45 Lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

ii. Post-Employment Obligations Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately multiplied for the number of years of service as per the Scheme.

iii. Defined Contribution Plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Amount recognized as an expense during the period towards defined contribution plan is '' 182.42 Lakhs (Previous year : '' 183.53 Lakhs).

Risk exposure and Asset Liability Matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long-term obligations to make future benefit payments.

1. Liability Risks

a. Asset-liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2. Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

Note: The obligation of Leave Encashment is provided on the basis of actuarial valuation by an independent valuer and the same is unfunded. The amount recognised in the Statement of Profit and Loss for the year is '' 39.53 Lakhs (Previous year : '' 70.83 Lakhs)..

26.1 Advance collections are recognised when payment is received before the related performance obligation is satisfied. This includes advance received from the customer towards event fees, course-ware fees, etc. Revenue is recognised as the related services are performed, that is on completion of performance obligation. Considering the nature of business of the Company, the above contract liabilities generally materializes as revenue within the same operating cycle.

26.2 During the year, 111 franchise centres have been converted from royalty fees to student delivery based service model. The unearned revenue of the Company includes an amount of '' 435.85 received towards advance from the students for which the services yet to be delivered.

27.2 Reconciliation of revenue recognised in the Statement and Profit and Loss with the contracted price

The company did not have any volume discounts, service level credits, performance bonuses, price concessions, incentives, etc and hence there is no reconciliation required.

27.3 With effect from April 1, 2021, in a phased manner, the Company has commenced student centric performance obligation from existing franchisee led business model of its franchise centers in the Domestic Retail segment (except Aptech International Pre-school) and act as Business Partners. Accordingly, during the year, 111 franchise centers have been converted from royalty fees to student delivery based service that has impact of reflecting higher revenue of the Company. During the year ended March 31, 2022, the impact of such conversion is '' 801.51 Lakhs as reflected in revenue from Training and Education Services (Previous Year: Nil).

27.4 Refer Note no. 44.2 regarding assets and liabilities, income and expenses of the institutional segment included under continuing operations.

Liabilities for gratuity and leave encashment at the end of tenure has not been considered for calculation of Managerial Remuneration as per Section IV of Schedule V of the Companies Act, 2013.

31. Share-Based Payment to Employees

Employee Option Scheme 2021 :

The Members of the Company at its Annual General Meeting held on July 1, 2021 approved the Aptech Limited -Employee Stock Option Plan 2021 . The Aptech Limited -Employee Stock Option Plan 2021 is designed to provide incentives to eligible employees of the Company and its subsidiaries, the details of which are given here under:

** The Company granted 212,073 Stock options to its employees under Aptech Limited - Employee Stock Option Plan 2021 (ESOPs) to vest on fulfilling certain conditions at the end of 2nd, 3rd and 4th Year from the date of grant and accordingly, has been recognising compensation expenses of such options under ''Employees Benefits Expenses'' as ''Share Based payment to Employees''. During the previous financial year ended March 31, 2022, the Company estimated that 25,262 ESOPs would not vest and accordingly, compensation expense for quarter and year ended March 31, 2022 reflect net of expense.

* The Company granted 44,32,620 Stock options to its employees under Aptech Limited - Employee Stock Option Plan 2016 (ESOPs) to vest on fulfilling certain conditions at the end of 3rd, 4th and 5th Year from the date of grant and accordingly, has been recognising compensation expenses of such options under ''Employees Benefits Expenses'' as ''Share Based payment to Employees''. During the previous financial year ended March 31, 2022, the Company estimated that 1,29,120 ESOPs would not vest and accordingly, compensation expense for quarter and year ended March 31, 2022 reflect net of expense.

The Company had paid Minimum Alternate Tax (MAT) under the provisions of Income-tax Act, 1961 in earlier years for which the Company is entitled to MAT Credit and is allowed to be carried forward the same to be available for set off against the future tax liabilities. Considering reasonable certainty of the estimation of future profits, the Company had recognised MAT Credit Entitlement to the extent of '' 1,492.00 Lakhs during the year ending March 31, 2022 thereby amounting to total MAT Credit of '' 2,381.61 Lakhs as at March 31, 2022, out of which '' 310.53 Lakhs was utilized during the year. The said MAT Credit entitlement, then recognised, being unused tax credit, is reflected as a deferred tax asset (DTA) to the extent that it is probable that future taxable profit will be available against which such unused tax credits can be utilised. As on March 31, 2022, the Company has not recognised DTA of '' 1,491.44 Lakhs (Previous year: '' 2,983.44 Lakhs) for unused tax credit in the form of MAT Credit Entitlement.

Since it is not probable that the Company would have future taxable profits against which unused tax losses in the form of long-term capital losses could be set off and accordingly, no DTA is recognised against long-term capital loss of '' NIL (Previous Year : '' 69.78 Lakhs).

Fair Value of Financial Assets measured at amortised cost:

i. Financial Assets measured at amortised cost:

The Carrying amounts of Trade and Other Receivables and Cash and Cash equivalents are cosndered to be the same as their fair values, due to their short term nature. The Carrying amounts of loans are considered to be close to their fair values."

ii. Financials Liabilities measured at amortised cost:

The Carrying amount of Trade and Other Payables are considered to be the same as their fair values due to their short term nature.

Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table :

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and units of mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The units of mutual funds are valued using the closing NAV

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: I f one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

Valuation techniques used to determine Fair Value

Specific Valuation Techniques used to value financial instruments include:

• the use of quoted market prices or dealer quotes for similar instruments.

The fair values of all financial instruments carried at amortised cost are not materially different from their carrying amounts

since they are either short-term in nature or the interest rates applicable are equal to the current market rate of interest.

36.1 Comparable Companies Multiples Method (CCM): An approach that entails looking at market quoted price of comparable companies and converting that into the relevant multiples. The relevant mulitple after adjusting for factors like size, growth, profitability, etc is applied to the elevant financial parameter of the subject company.

37. Financial Risk Management

The Company''s activities expose it to business risk, interest rate risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance, the Company''s risk management is carried out by a corporate treasury and corporate finance department under policies approved by the board of directors and top management. Company''s treasury identifies, evaluates and mitigates financial risks in close cooperation with the Company''s operating units. The board provides guidance for overall risk management, as well as policies covering specific areas.

A. Credit Risk

Credit risk is the risk of incurring a loss that may arise from a borrower or debtor failing to make required payments. Credit risk arises mainly from outstanding receivables, cash and cash equivalents, employee advances and security deposits. The Company manages and analyses the credit risk for each of its new clients before standard payment and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through out each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive looking forward information such as:

i. Actual or expected significant adverse changes in business,

ii. Actual or expected significant changes in the operating results of the counterparty,

iii. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv. Significant changes in the value of the collateral supporting the obligation or in the quality of the third party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates.Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

B. Liquidity risk

"Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements and maintaining debt financing plans.

Financing arrangements

The Company had access to bank overdraft facilities. These facilities may be drawn at any time and may be terminated by the bank without notice

C. Market risk Foreign currency risk

1. Foreign currency exposure

Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency sales and purchases, primarily with respect to EUR, USD and MYR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency (INR).

The risk is measured through a forecast of foreign currency sales and purchases for the Company''s operations.

As of March 31, 2022, the Company''s exposure to foreign currency risk, expressed in INR, is given in the table below. The amounts represent only the financial assets and liabilities that are denominated in currencies other than the functional currency of the Company.

D. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Since the Company does not have any non-current borrowings, it is not exposed to cash flow interest rate risk. The Company has not used any interest rate derivatives.

1. Exposure to interest rate risk

The Company''s deposits and Investments are all at fixed rate and carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because a change in market interest rates.

2. Price risk exposure

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Price risk arises from financial assets such as investments in equity instruments and mutual funds. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI. As at March 31, 2022, the carrying value of such equity instruments recognised at FVTOCI amounts to '' 283.00 Lakhs (Previous year '' 345.45 Lakhs). The details of such investments in equity instruments are given in Note 6.

39. Disclosure persuant to Ind AS 108 on ‘Operating Segment’

The Company''s Managing director (MD) have been identified as the Chief Operating Decision Maker. He examines the performance of the Company on an entity level. The Company has two Operating segment i.e. ''Retail'' and '' Institutional''. Thus, the segment revenue, segment results, total carrying value of segment assets and segment liabilities, total costs incurred to acquire segment assets, total amount of charge of depreciation during the year are all reflected in the financial statements as at and for the Year ended March 31, 2022.

A. Revenue of '' 5,42757 lakhs (Previous year: Nil), are derived from single external customer, which exceeds ten percent of the Company''s total revenue under Institutional Segment

B. The Company reportable segments are organised based on the type of customers offered by these segments.

C. Basis of identifying operating segments, reportable segments, segment profit and definition of each reportable segment:

i. Basis of identifying operating segments: Operating segments are identified as those components of the Company

a. That engage in business activities to earn revenues and incur expenses (including transactions with any of the Company''s other components);

b. Whose operating results are regularly reviewed by the Company''s Executive Management to make decisions about resource allocation and performance assessment and for which discrete financial information is available;

c. The Company has two reportable segments as described under "Segment Composition" as Retail & Institutional. The nature of services offered by these businesse are different and are managed separately given the different sets of technology and competency requirements.

ii. Reportable segments : An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue) or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments.

iii. Segment profit : Performance of a segment is measured based on segment profit (before interest and tax), as included in the internal management reports that are reviewed by the Company''s Executive Management.

41. Contingent Liabilities and Contingent Assets		'' in Lakhs
Particulars	As at March 31, 2022	As at March 31, 2021
Claims against the company not acknowledged as Debt (Refer Note 41.1)	490.12	279.20
Counter Guarantees issued by the Banks	394.20	213.43
Total	884.32	492.63

41.1 Claims not acknowledged as debts with respect to the Company''s pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts.The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

41.2 Other money for which the Company is contingently liable :

Though a review petition filed against the decision of the Hon''ble Supreme Court of India of February 2019 on Provident Fund (PF) on inclusion of allowances for the purpose of PF Contribution has been set aside, there are interpretative challenges, mainly for estimating the amount and applicability of the decision retrospectively. Pending any direction in this regard from the Employees Provident Fund Organisation, the impact for past periods, if any, is considered to the effect that it is only possible but not probable that outflow of economic resources will be required. The Company will continue to monitor and evaluate its position and act, as clarity emerges.

41.3 Guarantees issued with bank are for the projects that are being executed.

41.4 The amount assessed as Contingent Liability donot include interest that could be claimed by counter parties.

44.1:The Company has considered possible effects that may result from the ongoing COVID 19 in the preparation of these financial statements including the recoverability of carrying amounts of financial and non-financial assets. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of COVID 19 variants, the Company has, at the date of approval of these financial statements, used internal and external sources of information and expects that the carrying amount of the assets will be recovered. The impact of COVID 19 variants on the Company''s financial statements may differ from that estimated as at the date of approval of the same

44.2: In terms of Ind AS 105 "Non-Current Assets Held for Sale and Discontinued Operations", the results of the Institutional Segment had been classified as Discontinued Operations for the year ended March 31, 2021. However, based on the subsequent developments, the Board of Directors its their meeting held on February 23, 2022 has reconsidered its earlier decision and accordingly, approved the restoration and reclassification of the Institutional Segment as Continuing Operations. Consequently, the assets, liabilities, incomes and expenses of the Institutional Segment are included under continuing operations for the current period as well as for all the prior periods presented (i.e., for prior periods as having been re-presented).

46. Additional Regulatory Information

Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements.

i. The Company has not advanced any loans or advances in the nature of loans to specified persons viz. promoters, directors, KMPs, related parties, which are repayable on demand or where the agreement does not specify any terms or period of repayment

ii. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

iii. The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial statements are approved.

iv. The Company does not have any transactions with struck-off companies.

v. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017

vi. Ratios - Refer Note 45

vii. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding, that the Intermediary shall :

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

viii. The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding, that the Company shall :

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

Additional Information pursuant to Clause 7(l) of General Instructions for preparation of Statement of Profit and Loss as given in Part II of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements.

i. The Company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

ii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year

48. The figures for the previous year has been regrouped/ rearranged/reclassified wherever necessary to correspond with figures of current year.

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Mar 31, 2019

i. Equity Shares have a par value of ? 10. They entitle the holder to participate in dividends, and to share in the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held after distribution of all preferential amounts.

106> ANNUAL REPORT 2018-19

Capital Redemption Reserve

The Capital Redemption Reserve is created by transfering Nominal Value of the Owned Equity shares purchased out of Free Reserves or Securities Premium account. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Securities Premium Account

The Securities Premium Account is used to record the premium on issue of shares. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding Account

The Share Option Outstanding Account is used to recognise the Grant date Fair Value of option issued to employees under the Aptech ESOP 2016 scheme. In accordance with the Securities and Exchange Board of India (Share based Employee Benefit) Regulations, 2014 (Rs,SEBI Regulations''), approval of shareholders of the Company was obtained at the Annual General Meeting held on 27th September 2016 to create, offer and grant upto 44,32,620 options under the Aptech ESOP 2016 scheme to the employees of the Company and its subsidiaries. These options will vest in 3rd, 4th and 5th year based on the tenure of eligible employees and performance criteria.

General Reserves

The General Reserve is created from time to time on transfer of profits from Retained Earnings. General Reserve is created by transfer from one component of equity to another and is not an item of Other Comprehensive Income, items included in General Reserve will not be reclassified subsequently to Profit and Loss.

Retained Earnings

The portion of profits not distributed among the shareholders but retained and used in business are termed as retained earnings. The Board of Directors at its meeting held on May 21,2019 have recommended an Interim dividend of 35% (? 3.50 per Equity Share of par value Rs, 10 each) which would result in a cash outflow of Rs, 1683.33 lakhs , inclusive of Dividend Distribution tax for the year ended March 31, 2019. The Board of Directors at its meeting held on May 30, 2018 had recommended a interim dividend of 35% ( Rs, 3.50 per Equity Share of par value Rs, 10 each) and paid which resulted in a cash outflow of Rs, 1683.33 lakhs, inclusive of Dividend Distribution Tax for the year ended March 31, 2018.

Equity Instruments through Other Comprehensive Income As per Ind AS 109, companies have an option to designate investments in equity instruments to be measured at FVTOCI. For such instruments, the cumulative fair value gain or loss is presented as a part of Other Equity.

i. Leave Obligations

The leave obligations cover the Company''s liability for sick and earned leave. The amount of the provision of Rs, 33.75 lakhs (Previous Year : Rs, 34.34 lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

ii. Post-Employment Obligations Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately multiplied for the number of years of service as per the Scheme .

iii. Defined Contributions Plans

The Company also has certain defined contribution plans . Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Amount recognized as an expense during the period towards defined contribution plan is Rs, 230.75 lakhs (Previous Year : Rs, 246.15 lakhs).

Additional Details Methodology Adopted for Assured Life Mortality (ALM) Projected Unit Credit Method

Sensitivity analysis is an analysis which will give the movement in liability if the assumptions were not proved to be true on different count.

Usefulness and Methodology adopted for Sensitivity Analysis This only signifies the change in the liability if the difference between

assumed and the actual is not following the parameters of the sensitivity analysis

vi. Maturity Analysis of Projected Benefits Obligation: From the Fund

Maturity Analysis of Projected Benefits Obligation is done considering future salary, attrition and death in respective year for members.

Risk exposure and Asset Liability Matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

1. Liability Risks

a. Asset-liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainties in estimating this increasing risk.

2. Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, Funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, Funding the plan removes volatility in company''s financials and also benefit risk through return on the funds made available for the plan.

Total _14,078.02_15,913.97

ANNUAL REPORT 2018-19 <111

25.1 Effective April 1, 2018, the Group has adopted Ind AS 115 on "Revenue from Contracts with Customers" using the Cumulative effect method, and it is applied retrospectively only to contracts those are not completed as at the date of initial application and the comparative information is not restated. Since the Group did not have any contract that was not completed as on April 1, 2018, there is no impact on its Opening Balance of Retained Earnings as per transition provisions under Ind AS 115. Further, as the Company did not have any contract that was not completed as on March 31, 2019, there is no impact due to adoption of Ind AS 115 on the Revenue Recognized for the quarter and year ended March 31, 2019. Due to the adoption of Ind AS 115, the impact, if any, mainly were to be on Institutional Segment.

Liabilities for gratuity and leave encashment at the end of tenure has not been considered for calculation of Managerial Remuneration as per section IV of schedule V of Companies Act, 2013.

During the Financial Year 2018-19, the remuneration provided/paid to the Managing Director, to the extent of Rs, 9.81 lakhs, is in excess of the limit prescribed under Section 197 read with Schedule V of the Companies Act, 2013 for which the Company will seek approval of the Shareholders to regularise the same at the ensuing Annual General Meeting, till such time the excess remuneration paid is held by Managing Director in trust for the Company.

During the Financial Year 2014-15, the Company had paid Managerial Remuneration in excess of limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013 to the erstwhile Managing Director. Based on the approval received from the Central Government, the Company is recovering the excess remuneration of Rs, 73.92 Lakhs, of which Rs, 25.21 lakhs has already been recovered.

29. Share-Based Payments

Employee Option Scheme :

The Members of the Company at its Annual General Meeting held on September 27, 2016 approved the Aptech Employee Stock Option Scheme 2016 ("the Scheme") The Employee Stock Option Scheme 2016 is designed to provide incentives to eligible directors and employees of the Company and its subsidiaries, the details of which are given here under:

The Company had paid Minimum Alternate Tax (MAT) under the Indian Income-tax Act, 1961 in earlier years. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognized as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefits associated with the asset will be realised. Accordingly, Aptech Limited has recognized a deferred tax asset of ? 1,290.33 lakhs as on March 31, 2019 and has not recognized deferred tax assets in respect of tax credit entitlement amounting to ? 2,983.44 lakhs as at March 31, 2019.

The company has not recognized Deferred Tax Assets on Long Term Capital Gains amounting to ? 1,146.39 lakhs (Previous Year: ? 1,146.34 lakhs), as there is no indication of it''s reversal in foreseeable future.

Fair value hierarchy

i. Financial Assets measured at amortized cost:

The Carrying amounts of Trade and Other Receivables and Cash and Cash equivalents are considered to be the same as their fair values, due to their short term nature.

The Carrying amounts of loans are considered to be close to their fair values.

ii. Financials Liabilities measured at amortized cost:

The Carrying amount of Trade and Other Payables are considered to be the same as their fair values due to their short term nature. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and and units of mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The units of mutual funds are valued using the closing NAV

Level 2 : The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3 : If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

Valuation techniques used to determine Fair Value

Specific Valuation Techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

The fair values of all financial instruments carried at amortized cost are not materially different from their carrying amounts since they are either short-term in nature or the interest rates applicable are equal to the current market rate of interest.

34.1 Comparable Companies Multiples Method (CCM): An approach that entails looking at market quoted price of comparable companies and converting that into the relevant multiples. The relevant mulitple after adjusting for factors like size, growth, profitability, etc is applied to the relevant financial parameter of the subject company.

35. Financial Risk Management

The Company''s activities expose it to business risk, interest rate risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance, the Company''s risk management is carried out by a corporate treasury and corporate finance department under policies approved by the board of directors and top management. Company''s treasury identifies, evaluates and mitigates financial risks in close cooperation with the Company''s operating units. The board provides guidance for overall risk management, as well as policies covering specific areas.

A. Credit Risk

Credit risk is the risk of incurring a loss that may arise from a borrower or debtor failing to make required payments. Credit risk arises mainly from outstanding receivables, cash and cash equivalents, employee advances and security deposits. The Company manages and analyses the credit risk for each of its new clients before standard payment and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive looking forward information such as:

i. Actual or expected significant adverse changes in business,

ii. Actual or expected significant changes in the operating results of the counterparty,

iii. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv. Significant changes in the value of the collateral supporting the obligation or in the quality of the third party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements and maintaining debt financing plans.

Financing arrangements

The Company had access to bank overdraft facilities. These facilities may be drawn at any time and may be terminated by the bank without notice.

C. Market risk Foreign currency risk

1. Foreign currency exposure

Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency sales and purchases, primarily with respect to EUR, USD and MYR. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the company''s functional currency (INR).

The risk is measured through a forecast of foreign currency sales and purchases for the Company''s operations.

As of March 31, 2019, the Company''s exposure to foreign currency risk, expressed in INR, is given in the table below. The amounts represent only the financial assets and liabilities that are denominated in currencies other than the functional currency of the Company.

D. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

1. Exposure to interest rate risk

The Company''s Deposits and Investments are all at fixed rate and carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the furure cash flows will fluctuate because a change in market interest rates.

2. Price risk exposure

The Company''s exposure to securities price risk arises from Investments held in units of mutual funds/ Bonds and classified in the balance sheet at fair value through profit or loss. Since these investments are primarily held in Government bonds its price risk arising from such investments is NIL. Quotes of these investments are available from the fund houses.

Profit for the year would increase /decrease as a result of gains/losses on these securities classified as at fair value through profit or loss .

36. Capital Management

The Company''s objectives when managing capital are to:

- Safeguard their ability to continue as a going concern, so that they can continue to provide Returns for shareholders and Benefits for other stakeholders.

- Maintain an optimal capital structure to reduce the cost of capital.

- The capital of the Company consist of equity capital and accumulated profits.

37. Disclosure pursuant to Ind AS on ''Operating Segment''

The Company''s Managing director (MD) have been identified as the Chief Operating Decision Maker. He examines the performance of the Company on an entity level. The Company has two Operating segments i.e. ''Retail'' and '' Institutional''. Thus the segment revenue, segment results, total carrying value of segment assets and segment liabilities, total costs incurred to acquire segment assets, total amount of charge of depreciation during the year are all reflected in the financial statements as at and for the Year ended March 31, 2019.

A. Revenue of approximately INR 2,006.53 lakhs (Previous Year : Rs, NIL) are derived from single external customer, which exceed ten

percent of the Company''s total revenue under Institutional segment.

B. The Company''s reportable segments are organised based on the type of customers offered by these segments

C. Basis of identifying operating segments, reportable segments, segment profit and definition of each reportable segment:

i. Basis of identifying operating segments: Operating segments are identified as those components of the Company :

a. That engage in business activities to earn revenues and incur expenses (including transactions with any of the Company''s other components);

b. Whose operating results are regularly reviewed by the Company''s Executive Management to make decisions about resource allocation and performance assessment and for which discrete financial information is available;

c. The Company has two reportable segments as described under "Segment Composition" as Retail and Institutional. The nature of services offered by these businesses are different and are managed separately given the different sets of technology and competency requirements.

ii. Reportable segments : An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue) or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments.

iii. Segment profit : Performance of a segment is measured based on segment profit (before interest and tax), as included in the internal management reports that are reviewed by the Company''s Executive Management.

_Companies where control exists_

Aptech Training Limited FZE Dubai

Maya Entertainment Limited _Subsidiaries Attest Testing Services Limited

AGLSM SDN BHD, MALAYSIA Aptech Ventures Ltd, Mauritius

Star International Training and Consultancy Pvt. Ltd. (W.e.f December 23, 2016) (Erstwhile Aptech Step Down Subsidiaries Global Investment Ltd.) (Subsidiary of Aptech Training Limited FZE, Dubai)

Aptech Investments Enhancers Ltd, Mauritius (Subsidiary of Aptech Ventures)

Others Asian Institute of Communication and Research (AICAR) (upto August 1, 2017)

Mr. Anil Pant - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director

^{Key Management Personnel} Mr. T K.'' Ravishankar - Exacative Vice President and CFO

Mr. Ketan Shah - Company Secretary

Mr. Rakesh Jhunjhunwala - Chairman

Mr. Vijay Aggrawal

Mr. Asit Koticha

Mr. Madhu Jayakumar

Mr. Nikhil Dalal

Non - Exacutive Directors

Mr. Ninad Karpe

Mr. Rajiv Agarwal Mr. Ramesh S. Damani Mr. Utpal Sheth

Mr. C.Y Pal ( upto February 7, 2018)

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Mar 31, 2018

1. Corporate Information

Aptech limited (“The Company”) is a public limited company incorporated and domiciled in India and has its registered office at Mumbai. The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange (NSE) of India Limited. The Company is primarily engaged in the business of education training and assessment solution services. The Company has been carrying on the business of Training and Education for the last over three decades.

The financial statements for the year ended March 31, 2018 are approved for issue by the Board of Directors of the Company on May 30, 2018.

2.1 Contents held by the Company are developed by Professional Subject Matter Experts, directly or indirectly. The content used by the Company has entity-specific value. The Contents are protected by legal rights or by a legal duty on employees to maintain confidentiality.

3.1 Wholly Owned Subsidiary, Aptech Worldwide Corporation, USA is wound up during the year and accordingly, the cost of investments, which was already provided, is now written off. The business operations of the said subsidiary for last several years were insignificant.

3.2 Investments in Redeemable Preference Shares issued by Aptech Venture Limited are reedemable at the option of the issuer. Thus, these Preference Shares are in the nature of “Equity Instruments.”

3.3 Tata Capital Preference Shares are Fully Paid-up Non-Convertible Cumulative Redeemable Non-Participating Preference Shares (“CRPS”). The CRPS shall carry a preferential right with respect to

i. Payment of dividend calculated at a fixed rate at 7.5 % p.a. on Face Value.

ii. Repayment, in the case of a winding up or repayment of capital, of the amount of the share capital paid-up or deemed to have been paid-up, whether or not, there is a preferential right to the payment of any fixed premium.

4.1 During the Year The Company have recovered its unsecured advances to Asian Institute of Communication & Research (“AICAR”) which was Rs. 1536.03 lakhs in the previous Year

5.1 The Cost of Inventories recognised as an expenses includes Rs. 21.96 lakhs (Previous Year Rs. 18.73 lakhs) in respect of write down of Inventory to net realisable value. There has been no reversal of such write down in current and previous year.

6.1 Balances of Trade Receivables are subject to confirmation and reconciliation and generally non interest bearing .

6.2 In determining the allowances for Trade Receivables the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.The Company estimates the following matrix at the reporting date.”

7.1 Cash at banks earns interest at floating rates based on time deposit rates. Short-term deposits are made for varying periods of between three months and twelve months , depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. The deposits maintained by the Group with banks comprises time deposits, which can be withdrawn by the Group at any point without prior notice or penalty on the principal.

7.2 As at March 31, 2018, the Company had available ‘927.63 lakhs (March 31, 2017: Rs.1,763.50 lakhs, April 1, 2016: Rs.4,698.30 lakhs) of undrawn committed borrowing facilities.”

7.3 Bank deposits as of March 31, 2018 and March 31, 2017 include restricted balances of Rs. 1,836.07 lakhs and Rs. 658.20 lakhs respectively. The restriction are primarily on account of cash and bank balances held as margin money deposits against guarantees and overdraft facility.

7.4 There are no repatriation restriction with regard to Cash and Cash Equivalents as at the end of the reporting period and in earlier periods.

8.1 Unbilled Revenue is revenue that is yet to be invoiced for services already delivered. The efforts have been expended (and therefore the revenue has been recognized) and yet, no invoice has been raised. While this could happen due to several reasons, the most common one is the customer delay in acceptance of the deliverables.

9.1 Out of the shares outstanding, 11,271 Equity Shares (11,271 as on March 31, 2017 and 11,271 as on April 1, 2016) of Rs. 10 each fully paid up are represented by 22,542 (22,542 as on March 31, 2017 and 22,542 as on April 1, 2016) Global Depository Receipts (GDRs) of USD 7.175 each.

Terms and Rights attached to Equity Shares

i. Equity shares have a par value of Rs. 10. They entitle the holder to participate in dividends, and to share in the proceeds of windi ng up the Company in proportion to the number of and amounts paid on the shares held after distribution of all preferential amounts.

ii. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

iii. The Company declares and pays dividend in Indian Rupees and Foreign Currency. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General meeting, except in case of interim dividend.

Securities Premium Account

The Securities Premium Account is used to record the premium on issue of shares. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Capital Redemption Reserve

The Capital Redemption Reserve is created by transfering Nominal Value of the Owned Equity shares purchased out of Free Reserves or Securities Premium Account. The Reserve is to be utilised in accordance with the provisions of the Companies Act, 2013.

Share Options Outstanding Account

The Share Option Outstanding Account is used to recognise the Grant date Fair Value of option issued to employees under the Aptech ESOP 2016 scheme. In accordance with the Securities and Exchange Board of India (Share based Employee Benefit) Regulations, 2014 (‘SEBI Regulations’), approval of shareholders of the Company was obtained at the Annual General Meeting held on 27th September 2016 to create, offer and grant upto 44,32,620 options under the Aptech ESOP 2016 scheme to the employees of the Company and its subsidiaries. These options will vest in 3rd, 4th and 5th year based on the tenure of eligible employees and performance criteria.

General Reserves

The General Reserve is created from time to time on transfer of profits from Retained Earnings. General Reserve is created by transfer from one component of equity to another and is not an item of Other Comprehensive Income, items included in General Reserve will not be reclassified subsequently to Profit and Loss.

Retained Earnings

The portion of Profits not distributed among the Shareholders but retained and used in business are termed as retained earnings.

The amount of per share dividend recognised as distributions to equity shareholders for the year ended March 31, 2018 and year ended March 31, 2017 was Rs. 3.50 and Rs. 3.00 respectively. The Board of Directors at its meeting held on May 30, 2018 have recommended a Interim dividend of 35% (Rs. 3.50 per equity share of par value Rs. 10 each) which would result in a cash outflow of Rs. 1,683.28, inclusive of Dividend Distribution tax for the year ended March 31, 2018. The Board of Directors at its meeting held on May 24, 2017 had recommended a interim dividend of 30% (Rs. 3.00 per equity share of par value Rs. 10 each) which would result in a cash outflow of Rs. 1,440.45 lakhs, inclusive of Dividend Distribution Tax for the year ended March 31, 2017.

Effective Portion of Cash Flow Hedges

The Cash Flow Hedging Reserve represents the cumulative effective portion of gains or losses arising on changes in Fair Value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve will be reclassified to Profit or Loss only when the hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedging item.

i. Leave Obligations

The leave obligations cover the Company’s liability for sick and earned leave. The amount of the provision of Rs. 34.34 lakhs (March 31, 2017 Rs. 53.02 lakhs, April 1, 2016 Rs. 37.52 lakhs) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

ii. Post-Employment Obligations Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately multiplied for the number of years of service as per the Scheme .

iii. Defined Contributions Plans

The Company also has certain defined contribution plans . Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. Amount recognized as an expense during the period towards defined contribution plan is Rs. 246.15 lakhs (March 31, 2017 Rs. 209.91 lakhs).

Risk exposure and Asset Liability Matching

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments.

1. Liability Risks

a. Asset-liability Mismatch Risk -

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.

b. Discount Rate Risk -

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.

c. Future Salary Escalation and Inflation Risk -

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management’s discretion may lead to uncertainties in estimating this increasing risk.

2. Unfunded Plan Risk

This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may default on paying the benefits in adverse circumstances, Funding the plan removes volatility in company’s financials and also benefit risk through return on the funds made available for the plan.

Note:

The obligation of Leave Encashment is provided for on actuarial valuation by an independent valuer and the same is unfunded. The amount recognised in the Statement of Profit and Loss for the year is Rs. 81.81 lakhs (Rs. 61.28 lakhs).

10.1 Balances of Trade payables are subject to confirmation and reconciliation. Trade payables other than SME are non-interest bearing and are normally settled as per the terms.

11.1 U nearned Revenue is invoice raised in advance for services yet to be delivered. In other words, the underlying services are yet to be given. Unearned revenue is the opposite of Unbilled Revenue.

12.1 Gratuity Expenses are after capitalising sum of Rs. 5.41 lakhs (Rs. 2.54 lakhs) to Contents.

12.2 Ma nagerial Remuneration to Managing Director (‘MD’) and Wholetime Director (‘WTD’) as disclosed hereunder:

Liabilities for gratuity and leave encashment at the end of tenure has not been considered for calculation of Managerial Remuneration as per section IV of schedule V of Companies Act, 2013.

Application made to the Central Government for waiver of excess remuneration paid in excess of the limit prescribed under sections 197 and 198 read with Schedule-V of the Companies Act, 2013 to the erstwhile Managing Director for the Financial Year 2015-16 which remained pending with the Government, stands abated as provided under the Companies (Amendment) Act, 2017. The Company shall obtain the approval for waiver of excess remuneration from the shareholders at the ensuing annual general meeting. Based on the approval by the Central Government for the Financial Year 2014-15, the Company is in process of recovering the excess remuneration of Rs. 73.92 Lakhs paid to the then Managing Director.

The remuneration provided and paid to the Managing Director during the Financial Year 2017-18 is in excess of the limit prescribed under sections 197 and 198 read with Schedule-V of the Companies Act, 2013 for which the Company will seek waiver at the ensuing Annual General Meeting, till such time the excess remuneration paid is held by the Managing Director in trust for the Company.

13. Share-Based Payments

Employee Option Scheme :

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”). The Employee Stock Option Scheme 2016 is designed to provide incentives to eligible directors and employees of the Company and its subsidiaries, the details of which are given here under:

The fair value at grant date is determined by a valuer using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The Company has constituted a CSR committee as required under Section 135 of the Act, together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR rules’). The Company has formulated the CSR policy and has identified the CSR intiatives as also methodology for spending the same to ensure appropriate end use of funds so spent.

14.1 During the period ended March 31, 2018 Exceptional items pertain to Profit on sale of Immovable properties of Rs. 1,742.38 lakhs and expenses/ loss of Rs. 186.23 lakhs in connection therewith, resulting in net gain of Rs. 1,556.15 lakhs.

Under the Indian Income Tax Act, 1961, Aptech Limited is liable to pay Minimum Alternate Tax. MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic Benefits associated with the asset will be realised. Accordingly, Aptech Limited has recognised a deferred tax asset of Rs. 1,354.83 lakhs and has not recognised deferred tax assets in respect of tax credit entitlement amounting to Rs. 3,077 lakhs as at March 31, 2018.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

Valuation techniques used to determine Fair Value

Specific Valuation Techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.

The fair values of all financial instruments carried at amortised cost are not materially different from their carrying amounts since they are either short-term in nature or the interest rates applicable are equal to the current market rate of interest.

15.1 Comparable Companies Multiples Method (CCM): An approach that entails looking at market quoted price of comparable companies and converting that into the relevant multiples. The relevant mulitple after adjusting for factors like size, growth, profitability, etc is applied to the relevant financial parameter of the subject company.

16. Financial Risk Management

The Company’s activities expose it to business risk, interest rate risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance, the Company’s risk management is carried out by a corporate treasury and corporate finance department under policies approved by the board of directors and top management. Company’s treasury identifies, evaluates and mitigates financial risks in close cooperation with the Company’s operating units. The board provides guidance for overall risk management, as well as policies covering specific areas.

A. Credit Risk

Credit risk is the risk of incurring a loss that may arise from a borrower or debtor failing to make required payments. Credit risk arises mainly from outstanding receivables, cash and cash equivalents, employee advances and securitydeposits. The Company manages and analyses the credit risk for each of its new clients before standard payment and delivery terms and conditions are offered. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions.

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through out each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive looking forward information such as:

i. Actual or expected significant adverse changes in business,

ii. Actual or expected significant changes in the operating results of the counterparty,

iii. Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

iv. Significant changes in the value of the collateral supporting the obligation or in the quality of the third pa r y guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.

The Company measures the expected credit loss of trade receivables and advances from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

B. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company’s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements and maintaining debt financing plans.

Financing arrangements

The Company had access to bank overdraft facilities. These facilities may be drawn at any time and may be terminated by the bank without notice.

C. Market risk Foreign currency risk

1. Foreign currency exposure

Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency sales and purchases, primarily with respect to EUR, USD and MYR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (INR).

The risk is measured through a forecast of foreign currency sales and purchases for the Company’s operations.

As of March 31, 2018, the Company’s exposure to foreign currency risk, expressed in INR, is given in the table below. The amounts represent only the financial assets and liabilities that are denominated in currencies other than the functional currency of the Company.

* In accordance with Companies Risk Mitigating Policy, Company has undertaken Exchange Traded Futures (ETFs) as Cash Flow Hedge against the Future Cash flows.

2. Foreign exchange sensitivity

The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments. The table below shows the sensitivity of profit or loss to a 5% change in foreign exchange rates.

D. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

1. Exposure to interest rate risk

The Company’s deposits & Investments are all at fixed rate and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

2. Price risk Exposure

The Company’s exposure to securities price risk arises from investments held in mutual funds/ Bonds and classified in the balance sheet at fair value through profit or loss. Since these Investments are primarily held in Government bonds its price risk arising from such investments is nil. Quotes of these investments are available from the fund houses.

Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

17. Capital Management

The Company’s objectives when managing capital are to:

- Safeguard their ability to continue as a going concern, so that they can continue to provide Returns for shareholders and Benefits for other stakeholders,

- Maintain an optimal capital structure to reduce the cost of capital.

- The capital of the Company consist of equity capital and accumulated profits

18. Disclosure persuant to Ind AS on ‘Operating Segment’

The Company’s Managing director (MD) have been identified as the Chief Operating Decision Maker. They examine the Company’s performance on an entity level.

The Company has two Operating segments i.e. ‘Retail’ and ‘ Non Retail’, Thus the segment revenue, segment results, total carrying value of segment assets and segment liabilities, total costs incurred to acquire segment assets, total amount of charge of depreciation during the year are all reflected in the financial statements as at and for the Year ended March 31, 2018.

A. Revenue contributed by any single customer in any of the operating segments, whether reportable or otherwise, does not exceed ten percent of the Company’s total revenue.

B. The Company’s reportable segments are organised based on the type of customers offered by these segments

C. Basis of identifying operating segments, reportable segments, segment profit and definition of each reportable segment:

i. Basis of identifying operating segments: Operating segments are identified as those components of the Company

a. That engage in business activities to earn revenues and incur expenses (including transactions with any of the Company’s other components);

b. Whose operating results are regularly reviewed by the Company’s Executive Management to make decisions about resource allocation and performance assessment and “

c. For which discrete financial information is available.

The Company has two reportable segments as described under “Segment Composition” as Retail & Non-retail. The nature of services offered by these businesses are different and are managed separately given the different sets of technology and competency requirements.

ii. Reportable segments: An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue) or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments.

iii. Segment profit: Performance of a segment is measured based on segment profit (before interest and tax), as included in the internal management reports that are reviewed by the Company’s Executive Management.

19.1 Cla ims not acknowledged as debts with respect to the Company’s pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

19.2 Guarantees issued with bank are for the projects that are being executed.

19.3 The amounts assessed as Contingent Liability do not include interest that could be claimed by counter parties.

20. Capital Commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:

General Description of leasing agreements:

i. Leased Assets: Offices;

ii. Future Lease rentals are determined on the basis of agreed terms;

iii. At the expiry of lease terms, the Company has an option to return the assets or extend the term by giving notice in writing;

iv. Lease agreements are generally cancellable and are renewable by mutual consent on mutually agreed terms.

Explanations for reconciliation of Statement of Profit and loss between previous GAAP and Ind AS :

1. Expected Credit Loss :

Under previous GAAP, loss provision for trade receivable was created based on credit risk assessment. Under Ind AS, these provisions are created based on risk of default and timing of collection.

2. Fair valuation of Equity Instrument :

Adjustment reflects impact of diminution in the Value of Investment on account of Fair Valuation of Investment in Syntea Polland JV.

21. The figures for the previous year has been regrouped/ rearranged/ reclassified wherever necessary to correspond with figures of current year.

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Mar 31, 2017

Note 1.1 Managerial Remuneration:

Managerial remuneration to Managing Director (‘MD’) and Whole time Director (‘WTD’) under Section 198 of the Companies Act 2013:

Note 1.2 Liabilities for gratuity and leave encashment at the end of tenure has not been considered for calculation of Managerial remuneration as per section IV of schedule V of Companies Act 2013.

Note 1.3 The Company has already made applications to the Central Government, seeking their approval to waive excess remuneration paid to the Managing Director aggregating Rs.146.31 lakhs for the year ended 31st March 2015 and Rs.140.25 lakhs paid to the Managing Director & Whole time Director for the Year ended 31st March’16 , approvals for which are awaited.

2.1 Ad ministration and other expenses are net of recoveries.

3) Contingent Liabilities, Capital commitments (to the extent not provided for) and Counter Guarantees in respect of:

4) Retirement Benefits :

A) The details of the Company’s defined benefit plans for its employees are given below:-

(I) The amount recognised in the balance sheet in respect of the gratuity:

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the company administrated by ICICI Prudential Life Insurance Company Limited.

5) Deferred Tax

Deferred Tax Asset on carry forward business losses / depreciation and other differences in excess of deferred tax liability has not been recognised as a matter of prudence. The items giving rise to deferred tax assets / liabilities are as under:-

6) The Company does not recognise MAT credit entitlement, on account of prudence from financial Year 2012-13.

7) Seg mental Report for the year of the Company As per AS-17 is annexed.

8) Foreign Currency exposures which are not hedged:

9) Disclosure in respect of Related Parties pursuant to AS-18 :-

I. List of Related Parties: Parties where control exists: Subsidiaries:

Company /firm whose control exists : Aptech Training Limited FZE Dubai

Aptech Worldwide Corporation, USA (Refer Point no. B-17 of Note 16) Maya Entertainment Limited (Merged with Avalon Aviation Academy Private Limited w.e.f 1st April’13 Refer Point no. B-13 of Note 16 )

Attest Testing Services Limited AGLSM SDN BHD - MALAYSIA

Aptech Investments Enhancers Ltd, Mauritius (Subsidiary of Aptech Ventures) Aptech Ventures Ltd, Mauritius

Star International Training and Consultancy Pvt. Ltd. (W.e.f 23rd dec’2016) (Erstwhile Aptech Global Investment Limited) (Subsidiary of Aptech Training Limited FZE )

Others/ Joint Venture:

Asian Institute of Communication & Research (AICAR)

Key management personnel: Mr. Anil Pant - Managing Director & CEO (From 3rd Nov 2016)

(Designate CEO & MD : from 21st July 2016 to 2nd Nov 2016)

Mr. Ninad Karpe - Managing Director (Till 2nd Nov 2016)

Mr. Anuj Kacker - Whole Time Director

Relative of Key Mangement personnel: Mrs.Anjali Karpe (Wife of Mr. Ninad Karpe)

Related party relationship is as identified by the Management and relied upon by the Auditors.

There have been no write off /write back in case of any related party except provision for doubtful debts & write off disclosed elsewhere in finacial statement. [See note 7 and note 8(e)].

10) The Scheme of Amalgamation (‘the Scheme’) of Maya Entertainment limited (‘MEL’) (a wholly owned subsidiary ) with Avalon Aviation Academy Private Limited (‘AAA’) (Another Wholly Owned Subsidiary ) which has been approved by Hon’ble High Court of Mumbai on 5th September 2014. The Scheme has become operational on 23rd September’2014 on filling of requisite forms with the Register of Companies with effect from appointed date .On and from effective date of the Scheme, Maya Entertainment Limited ceases to exist. Name of Avalon Aviation Academy private limited, thereupon was changed to Maya Entertainment limited effective from 21st October’2014.

11) Balances of Trade Receivables, Trade payables and loans and advances are subject to confirmation and reconciliation.

12) The Company has constituted a CSR committee as required under Section 135 of the Act, together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR rules’). The Company has formulated the CSR policy and has identified the CSR intiatives as also methodology for spending the same to ensure appropriate end use of funds so spent. The Company is required to contribute Rs.45.26 lakhs during the FY 2016-17 (Previous Year Rs.48.43 lakhs), however till end of the financial year 2016-17, a sum of Rs.16.85 lakhs (Previous Year Rs.5.75 lakhs ) has been spent on the said initiatives.

13) The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account. The Company did not have any derivative contracts as at balance sheet date.

14) The Company’s pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer Note B-1 of point 16 for details on contingent liabilities. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has recognised Contingent liabilities of Rs.468.32 lakhs as at 31 March 2017 (Previous Year Rs.551.81 lakhs).

15) Disclosure on Specified Bank Notes: - During the year, the Company had Specified Bank Notes (SBN) or other denomination notes as defined in the MCA notification, G.S.R 308(E) , dated 30th March,2017. The details of the SBNs held and transacted during the period from November 8 ,2016 to December 30,2016 . The details are as follows.

16) One of the wholly owned subsidiary namely Aptech Worldwide Corporation, USA is being wound up vide the resolution of the Board of the Company in its meeting held on 26th October 2015. The business operations of the said subsidiary for last several years were insignificant

17) In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 (‘SEBI Regulations’), the company had obtained approval of its shareholders at the Annual General Meeting held on 27th September 2016 to create, offer and grant up to 4432620 options under Aptech ESOP 2016 scheme to the employees of the Holding Company and its subsidiaries. These options will vest in 3rd, 4th and 5th year based on the tenure of eligible employees and performance criteria. The Stock options are granted at an exercise price, which is equal to Fair market price as determined by the Nomination and Remuneration committee. Based on valuation report of an Independent Valuer, the Fair value of ESOP cost is arrived at based on Black- Scholes — Merton model and a sum of Rs.548 lakhs for the year ended March 31, 2017 which has been provided for. The Company reimburses the cost incurred by it in granting option or benefits to the employees of the Subdiary Companies.

The Fair value model inputs the share price at respective grant dates, exercise price of Rs.67 , volatility of 0.43 , dividend yield of 1.22% , life of option being 4 year 6 month, and a risk-free interest rate of 6.95% .

18) The Board of Directors have recommended a interim Dividend of Rs.3 per equity share (30% face value of Rs.10 each) for FY 2016-17 at the meeting of Board of Directors held on 24th May’2017 . In view of amendment in AS-4, “Contingencies and events occurring after Balance sheet date”, during the year no provision for the proposed dividend in the books of account is required to be made.

19) The figures for the previous year have been regrouped / rearranged / reclassified wherever necessary to correspond with figures of current year.

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Mar 31, 2016

1) During the year/ some of the subsidiaries of the Company have accumulated losses as at the year-end and previous year end :-

In case of certain subsidiaries/ the Company has investments in the equity shares aggregating ^ 8.28 lakhs (Previous year ^ 75.45 lakhs) and Loans and Advances aggregating ^ 892.53 lakhs (Previous year ^ 777.SO lakhs) as at the year end. Despite losses in these companies/ in the opinion of the management/ considering the strategic long-term nature of the investments and the business plans of the said subsidiaries/ the decline in the book value of these investments is temporary.

2.) Disclosure in respect of Related Parties pursuant to AS-18 :-

I. List of Related Parties:

Parties where control exists: Subsidiaries:

Company/firm where control exists : Aptech Training Limited FZE Dubai

Aptech Worldwide Corporation/ US

Maya Entertainment Limited (erstwhile Avalon Aviation Academy Private Limited w.e.f

1st April''13 ( Refer Point no B-13of Note 16)

Attest Testing Services Limited

AGLSM SDN BHD - MALAYSIA

Aptech Investments Enhancers Ltd/ Mauritius

Aptech Ventures Ltd/ Mauritius

Aptech Global Investment Ltd/ Mauritius

Others:

Aptech Hungama Digital Learning LLP (Joint Venture)

Asian Institute of Communication & Research (AICAR) Key management personnel: Mr. Ninad Karpe - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director Relative of Key management personnel: Mrs. Anjali Karpe ( Wife of Mr. Ninad Karpe)

8) The Company does not recognize MAT credit entitlement/ on account of prudence from financial Year 201 2-13.

9) During the year/ Aptech Training Limited FZE bought back Nil shares (previous year 1 3 units) towards which ^ NIL lakhs (previous year ^ 220.72 lakhs) are received.

10) Segmental Report for the year of the Company As per AS-1 7 is annexed.

Figure in italic and bracket represent Previous year''s amount.

Related party relationship is as identified by the Management and relied upon by the Auditors.

There have been no write off /write back in case of any related party except provision for doubtful debts & write off disclosed elsewhere in financial statement. [See note 6 and note 8(d)].

3.) In accordance with the Scheme of Amalgamation (''the Scheme'') of Maya Entertainment limited (''MEL'') (a wholly owned subsidiary ) with Avalon Aviation Academy Private Limited (''AAA'') (Another Wholly Owned Subsidiary ) was approved by Hon''ble High Court of Mumbai on 5th September 201 4. The Scheme had become operational on 23rd September''201 4 on filling of requisite forms with the Registrar of Companies with effect from appointed date. On and from effective date of the Scheme/ Maya Entertainment Limited ceases to exist. Name of Avalon Aviation Academy private limited/ thereupon was changed to Maya Entertainment limited effective from 21st October''201 4.

4.) Balances of trade receivables/ trade payables/ loans and advances are subject to confirmation and reconciliation.

5. The Company has constituted a CSR committee as required under Section 135 of the Act/ together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules/ 201 4 (''CSR rules''). As required under the Companies Act/ 201 3/ the Company was required to contribute ^ 48.43 lakhs during the financial year 201 5-16 (^ 44.38 lakhs Previous year). However the Company could contribute only ^ 5.75 lakhs during the financial year 201 5-16 (^ 6.15 lakhs Previous year). The tie-up with the NGO''s is yet to gather momentum and therefore the full contribution was not completed. The efforts are nevertheless on.

6. The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the yearend/ the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account.

8. The Company''s pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for/ where provisions are required and disclosed the contingent liabilities where applicable/ in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer Note 1 -B of point 1 6 for details on contingent liabilities. In respect of litigations/ where the management assessment of a financial outflow is probable/ the Company has recognized contingent liabilities of ^ 551 .81 lakhs as at 31 March 201 6 (Previous Year ^ 433.67 lakhs).

9. Effective April/ 201 4 the Company has charged Depreciation with reference to the estimated useful life of fixed assets prescribed by Schedule II of Companies Act/ 201 3 or based on Management assessment of useful life/ if lower than what is prescribed under schedule II. Consequently/ depreciation charge for the previous Year ended March 31 / 201 5 was higher by 26 lakhs .Further Based on the transitional Provision in note 7(b) of schedule 11/ an amount of ^ 1 23.95 lakhs has been adjusted against retained earnings of the Company in financial year 201 4-1 5.

10. The figures for the previous year have been regrouped / rearranged / reclassified wherever necessary.

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Mar 31, 2015

1. The Company has already made applications to the Central Government, seeking their approval to waive excess remuneration paid to the Managing Director & CEO for Rs. 54.91 lakhs for the year ended 31st March,2013 and Rs. 48.61 lakhs for the year ended 31st March 2014, approvals for which are awaited. Application to Central Government seeking waiver of excess remuneration of Rs. 146.31 lakhs paid to the Managing Director & CEO for the year ended 31st March, 2015 is being made.

2. Contingent Liabilities, Capital commitments, and Counter Guarantees in respect of:

Rs. in Lakhs

Particulars As at 31 As at 31 March 2015 March 2014 (i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt 113.67 572.02

Total (i) 113.67 572.02

(ii) Capital Commitments and Guarntees

(a) Estimated amount of contracts remaining to be executed on capital account and not 128.94 105.33 provided for

(b) Counter Guarantees to bank for projects 191.06 281.46

Total (ii) 320.00 386.79

Total (i ii) 433.67 958.81

3. During the year, some of the subsidiaries of the Company have accumulated losses as at the year-end and previous year end :-

In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs. 75.45 lakhs (Previous year Rs. 6,141.52 lakhs) and Loans and Advances aggregating Rs. 777.50 lakhs (Previous year Rs. 2,987.21 lakhs) as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the company administrated by ICICI Prudential Life Insurance Company Limited.

B) Defined Contribution Plan -

The Company has recognised the following amount as an expense and included in the note 13 - "Contribution to Provident & other funds - Rs. 180.69 lakhs (Previous Year - Rs. 180.37 lakhs)

4. The Company does not recognise MAT credit entitlement, on account of prudence from financial Year 2012-13.

5. During the year, Aptech Training Limited FZE bought back 13 units (previous year 8 units) amounting to Rs. 220.72 lakhs (previous year Rs. 131.58 lakhs) received (including gain on foreign exchange).

6. Segmental Report for the year of the Company As per AS-17 is annexed.

7. Disclosure in respect of Related Parties pursuant to AS-18 I. List of Related Parties:

Parties where control exists: Subsidiaries:

Company /firm where control exists Aptech Training Limited FZE Dubai

Aptech Worldwide Corporation, US

Maya Entertainment Limited (Merged with Avalon Aviation Academy Private Limited w.e.f 1st April'13 Refer Point no. B-13 of Note 16 )

Attest Testing Services Limited

AGLSM SDN BHD - MALAYSIA

Aptech Investments Enhancers Ltd, Mauritius

Aptech Ventures Ltd, Mauritius

Aptech Global Investment Ltd, Mauritius

Others:

Hungama Digital Media Entertainment Pvt. Ltd.

Aptech Hungama Digital Learning LLP (Joint Venture)

Key management personnel: Mr. Ninad Karpe - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director

8. The Scheme of Amalgamation ('the Scheme') of Maya Entertainment limited ('MEL') (a wholly owned subsidiary ) with Avalon Aviation Academy Private Limited ('AAA') (Another Wholly Owned Subsidiary ) which has been approved by Hon'ble High Court of Mumbai on 5th September 2014. The Scheme has become operational on 23rd September'2014 on filling of requisite forms with the Registar of Companies with effect from appointed date .On and from effective date of the Scheme, Maya Entertainment Limited ceases to exist. Name of Avalon Aviation Academy private limited, thereupon was changed to Maya Entertainment limited effective from 21st October'2014.

9. Balances of sundry debtors and sundry creditors are subject to confirmation and reconciliation.

10. The Company has constituted a CSR committee as required under Section 135 of the Act, together with relevant rules as prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 ('CSR rules'). The Company has formulated the CSR policy and has identified the CSR intiatives as also methodology for spending the same to ensure appropriate end use of funds so spent. The Company is in process of tying up with some more NGO's operating in the similar field as that of company's identified CSR initatives. Accordingly, till end of the financial year 2014-15, a sum of Rs. 6.15 Lakhs has been spent on the said initiatives. The focused spending on this would happen from next financial year.

11. The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts has been made in the books of account. The Company did not have any derivative contracts as at balance sheet date.

12. The Company's pending litigations comprise of claims against the Company primarily by the Civil & Consumer case pending with Courts. The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. Refer point no. B-1 of Note 16 for details on contingent liabilities. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of Rs. 433.67 lakhs as at 31 March 2015.

13. Effective April, 2014 the Company has charged Depreciation with reference to the estimated useful life of fixed assets prescribed by Schedule II of Companies Act, 2013 or based on Management assessment of useful life, if lower than what is prescribed under schedule II. Consequently, depreciation charge for the Year ended March 31,2015 is higher by Rs. 26 lakhs .Further Based on the transitional Provision in note 7(b) of schedule II, an amount of Rs. 123.95 lakhs has been adjusted against retained earnings of the Company.

14. The figures for the previous year have been regrouped / rearranged / reclassified wherever necessary.

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Mar 31, 2014

1) Contingent Liabilities, Capital commitments, and Counter Guarantees in respect of:

Rs. in Lakhs

Particulars As at As at 31st March, 31st March, 2014 2013

(i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt 572.02 675.34

Total (i) 572.02 675.34

(ii) Capital Commitments and Guarantees

(a) Estimated amount of contracts remaining to be executed on capital 105.33 36.44 account and not provided for

(b) Counter guarantees to bank for projects 281.46 180.43

Total (ii) 386.79 216.87

Total (i ii) 958.81 892.21

2) During the year, some of the subsidiaries of the Company have accumulated losses as at the year-end and previous year end :-

In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs. 6,141.52 lakhs (Previous year Rs. 6,141.52 lakhs) and Loans and Advances aggregating Rs. 2,987.21 lakhs (Previous year Rs. 3,032.73 lakhs) as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary.

3) The Company does not recognise MAT credit entitlement, on account of prudence from financial year 2012-13.

4) a. In the previous year, the company has signed an Agreement with Hungama Digital Learning for investing 50% in the share capital of the newly formed "Aptech Hungama Digital learning LLP" , investing sum of Rs. 2.00 lakhs.

b. During the year, Aptech Training Limited FZE brought back 8 units (previous year 9 units) towards which Rs. 131.58 lakhs (previous year Rs. 132.80 lakhs) are received.

c. In the previous year, in pursuance to agreement of Syntea SA of (Poland JV), The Company has invested in said Company there of USD$ 500,000 for 9.09% shares there in.

5) Segmental Report for the year of the Company As per AS-17 is annexed.

6) The Financial Statements of the Company for the year ended 31st March, 2014 were earlier approved by the Board of Directors (''BOD'') at its meeting held on 13th May, 2014 and reported upon by the Statutory Auditors vide their report dated 13th May, 2014. The said Financial Statements were pending to be circulated/submitted to the general body of members for adoption. The said Financial Statements did not include the effect of the following:

The Scheme of Amalgamation (''the Scheme'') of Maya Entertainment Limited (''MEL'') (a wholly owned subsidiary) with Avalon Aviation Academy Private Limited (''AAA'') (another Wholly Owned Subsidiary) which has been approved by Hon''ble High Court of Mumbai on 5th September 2014, subsequent to the adoption of accounts by the BOD on 13th May''2014. The Scheme has become operational on 23rd September 2014 on filing of requisite forms with Registrar of Companies, with effect from the appointed date, i.e. 1st April, 2013. Consequently, in the investment schedule, based on the swap ratio mentioned in the scheme, the Company''s shareholding in AAA increases by 23642107 equity shares (in process of being issued) amounting to Rs 5,674.35 lakhs in reduction of its investment in equity shares of MEL amounting to Rs. 5,674.35 lakhs. Accordingly, the Revised Financial Statements have been prepared in supersession of the Financial Statements, previously approved by Board as referred to above, for giving consequential effect to the Scheme. There is no impact on the Statement of Profit & loss for the year.

7) The figures for the previous year have been regrouped / rearranged wherever necessary.

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Mar 31, 2013

1) Contingent Liabilities, Capital commitments, and Counter Guarantees in respect of: Rs. in Lakhs Particulars As at 31st March, As at 31st March, 2013 2012

(i) Contingent Liabilities

(a) Claims against the company not acknowledged as debt 675.34 627.60

Total (i) 675.34 627.60

(ii) Capital Commitments and Guarntees

(a) Estimated amount of contracts remaining to be executed on capital 36.44 157.80 account and not provided for

(b) Counter guarantees to bank for projects 180.43 77.74

Total (ii) 216.87 235.54

Total (i ii) 892.21 863.15

2) During the year, some of the subsidiaries of the Company incurred losses and/or have accumulated losses as at the year-end or previous year end :- In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs. 6,141.52 lakhs (Previous year Rs. 6,205.73 lakhs) and Loans and Advances aggregating Rs. 3,032.73 lakhs (Previous year Rs. 3,607.85 lakhs) as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary.

3) From April 2012 the Company has not recognised MAT credit entitlement under section 115JAA of Income Tax Act, 1961 as a matter of prudence.

4) a. During the year, the company has signed an Agreement with Hungama Digital Learning for investing 50% in the share capital of the newly formed "Aptech Hungama Digital learning LLP", investing sum of Rs. 2.00 lakhs.

b. During the year, Aptech Training Limited FZE brought back 9 units towards which 132.80 lakhs are received.

c. In pursuance to agreement of Syntea SA of (Poland JV), The Company has Invested in said Company there of USD$ 500,000 for 9.09% there in.

5) Segmental Report for the year of the Company As per AS-17 is annexed.

6) Disclosure in respect of Related Parties pursuant to AS-18 :-

I. List of Related Parties:

Parties where control exists: Subsidiaries:

Company /firm whose control exists : Aptech Training Limited FZE Dubai

Aptech (WOS) Bangladesh Limited Aptech Worldwide Corporation, US Maya Entertainment Limited Attest Testing Services Limited Avalon Aviation Academy Pvt Ltd AGLSM SDN BHD - MALAYSIA Aptech Investments Enhancers Ltd, Mauritius Aptech Ventures Ltd, Mauritius Aptech Global Investment Ltd, Mauritius Others:

Aptech Employees Stock option Trust Aptech Hungama Digital Learning LLP Key management personnel: Mr. Ninad Karpe - Managing Director & CEO

Mr. Anuj Kacker - Whole Time Director (w.e.f. 1st Nov''12)

7) The figures for the previous year have been regrouped / rearranged wherever necessary.

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Mar 31, 2012

1. Capital commitments and Contingent Liabilities in respect of:

Particulars As at March 31, 2012 As at March 31, 2011

in Lakhs in Lakhs

(i) Contingent Liabilities

(a) Claims against the Company not acknowledged as debt 627.60 798.57

(b) Counter guarantees to bank for projects

Total (i) 705.34 1,085.37

(ii) Capital Commitments

(a) Estimated amount of contracts remaining to be executed on 157.80 87.36 capital account and not provided for Total (ii) 157.80 87.36 Total (i) (ii) 863.15 1 ,172.73

2. During the year, some of the subsidiaries of the Company incurred losses and/or have accumulated losses as at the year-end or previous year end :-

In case of certain subsidiaries, the Company has investments in the equity shares aggregating Rs 6,205.73 lakhs (Previous year Rs 6,419.30 lakhs) and Loans and Advances aggregating Rs 3,607.85 lakhs (Previous year Rs 3,934.76 lakhs as at the year end. Despite losses in these companies, in the opinion of the management, considering the strategic long-term nature of the investments and the business plans of the said subsidiaries, the decline in the book value of these investments is temporary.

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the company administrated by ICICI Prudential Life Insurance Company Limited.

B) Defined Contribution Plan

The Company has recognised the following amount as an expense and included in the note 13 - "Contribution to Provident & other funds - Rs 162.90 lakhs (Previous Year - Rs 150.97 lakhs).

3. For the quarter and year ended March, 2012 under review, the Company has recognised MAT credit entitlement under section 115JAA of IT act 1961, of Rs 98 Lakhs and Rs 266 Lakhs respectively.

4. During the year, the company has signed an Agreement with Syntea SA of Poland for investing 9.09% in the share capital of the said Polish company, involving sum of 5,00,000 USD.

5. The Board of Directors have recommended a final dividend of Rs 1.50 per equity share (aggregating to a total dividend of Rs 3 per share for the financial year 2011-12 on Face value of Rs 10 and which includes an Interim dividend of Rs 1.50 per equity share declared at the meeting of the Board of Directors held on January 20, 2012 and paid)(In previous year total dividend paid was Rs 2.50 per share).

Related party relationship is as identified by the Management and relied upon by the Auditors.

There have been no write off /write back in case of any related party except provision for doubtful debts & write off disclosed elsewhere in financial statement. [see note 6 and note 8(v)].

6. Segmental Report for the year of the Company is annexed.

7. The figures for the previous year have been regrouped/rearranged wherever necessary.

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Mar 31, 2011

1. The CFS of the Group have been prepared and presented for the year ended 31st March, 2011 against period of fifteen months in previous period i.e. from 1st January, 2009 to 31st March, 2010 (the period). The previous period figures do not include figures of Maya Entertainment Limited (MEL) which became the subsidiary of the Company from April 2010. Therefore the figures of current year are not comparable with previous period.

2. During the year ended 31st March, 2011:

i) In terms of share purchase agreement dated 27th January, 2010 the Company has acquired 89.66% of shareholding in Maya Entertainment Limited (MEL) on 23rd April, 2010 for consideration of Rs. 88,781,916/- in cash and issue of 1,717,103 and 479,670 equity shares at Rs. 216 and Rs. 158 per share respectively. The balance 10.34% shares in MEL, owned by a non resident company (INTEL) also to be acquired by the Company for cash subject to approval of Reserve Bank of India (RBI) to be obtained by seller. The said permission by RBI has been received in February 1, 2011. Accordingly, these shares which are in process of being transferred in favour of the company have been considered as Investment by the company in financial statement under report. The requisite amount for the said 10.34% holding of INTEL in Maya Entertainment Limited has already been parked in Escrow account. Although the MEL had become subsidiary w.e.f. 23rd April, 2010, the financial statement of "the Group" is including MEL financial statements from 01st April, 2010, in accordance with Accounting Standard (AS) 21 "Consolidated Financial Statements".

ii) Subsequently, the excess/deficit of cost to the Group of its investment in the said subsidiary company over its share of the net worth in the consolidated entities at the respective dates on which the investment in such entities are made is recognised in the CFS as Goodwill on consolidation amounting of Rs. 683,206,848/-. Out of the total purchases consideration of MEL sum of Rs. 50,000,000/- has been parked in escrow agency to be adjusted for any claim arising over period of two years.

iii) The Company has invested in Aptech Philippines Incorporation, Philippines through its subsidiary Aptech Global Investments Limited, Mauritius, with a stake of 40% holding, for expansion of education and training in information technology. The same has been accounted in CFS as per equity method in accordance with the AS-23 "Accounting for Investments in Associates in Consolidated Financial Statements".

3. The CFS of Aptech Ventures Limited (AVL) includes Financial Statements of its wholly owned and controlled subsidiary Aptech Investment Enhancers Limited (AIEL). The AIEL has acquired 19.50% as a long-term investment and 2.91% as a short-term investment, to be offloaded on the IPO listing as per the definitive agreement signed in March 2009 in BJB Career Education Company Limited (Investee Company) in which the holding is 22.41%. Although the Group has a Board representation,

considering its non participation in the financial and operational decision making process, management is of the considered view that there is little influence in the investee companys decision making process and therefore considers this investment as merely strategic and cannot be termed as an "Associate in term of provisions of Accounting Standard 23 – "Accounting for Investment in Associates in Consolidated Financial Statements" (AS 23), for the purpose of being reflected, as such, in the books of accounts. Accordingly, the investment made in the Investee Company has been reflected as an investment at the acquisition cost in term of provisions of Accounting Standard 13 – "Accounting for Investment" (AS 13).

4. Capital Commitments and Contingent Liabilities:

Amount in Rs.

Particulars As on 31st As on 31st March, 2011 March, 2010

A. Capital commitments:

Estimated amounts of contracts remaining to be executed on capital account and not 9,748,660 6,584,401 provided for

B. Contingent liabilities in respect of:

i) Claims against the Company not acknowledged as debts 104,554,702 98,268,772

ii) Counter guarantee to bank for projects 286,80,426 31,426,669

iii) In respect of Tax matters 13,809,562 -

5. In accordance with Accounting Standard (AS) 11 "The Effects of Changes in Foreign Exchange Rates" AGLSM SDN.BHD, Malaysia, Aptech Venture Limited (AVL), Aptech Investment Enhancers Limited (AIEL), Aptech Global Investment Limited (AGI), (located in Mauritius) is considered as integral operation. Aptech Worldwide Bangladesh Limited, Bangladesh is considered as integral operation but due to operational difficulties the translation procedures relating to addition to fixed assets, income and expenses are worked out at average rates. Brazil S.A. is considered as non-integral operation.

6. The reporting period of Aptech Wordlwide Bangladesh Ltd., Bangladesh is October to September. The figures of the said Subsidiary are consider in CFS upto September, 2009. In case of ACE Educação Profissional do Brasil S.A. the unaudited financial statements up to 31st December, 2010 were considered in CFS. There are no material transactions in the above subsidiaries between the reporting period of "the Group" and the reporting period of the Company.

7. The Group Companys subsidiary, Aptech Investment Enhancer Limited, Mauritius (AIEL) received dividend of Rs. 325,500,387/- from Beijing Aptech Beida Jade Bird IT Education Company Limited, China (BJBC).

8. Based on the resolution for Employee Stock Option Scheme (Scheme) approved by the shareholders on 16th September, 2006, the Aptech Employees Stock Options Trust - 2006 ("Trust) was set up on 6th December, 2006 and 15,00,000 Warrants of Rs. 1/- each have been granted by the Company to the Trust on 12th March, 2007.

The employees/directors were granted 1,165,000 stock options on 19th March, 2007 effective from 4th May, 2007 post Fringe Benefit Tax clarification. 1,065,000 stock options were issued to eligible employees and 100,000 stock options to Non Executive Directors. 1,065,000 stock options granted to eligible employees have been granted with a vesting schedule comprising 159,750, 213,000, 266,250 and 426,000 stock options over a vesting period of 12, 24, 36 and 48 months respectively from the grant date and an exercise period of one year from the respective vesting dates. The right to exercise 50% of the vested stock options shall be subject to the employees continuance of service with the Company on the exercise date, 25% of the vested stock option shall be subject to achievement of KRA (Key result area) as decided by the Managing Director and balance 25 % of the vested stock option shall be based on financial performance with reference to budgets.

During the year 226,168 options were vested with the employees. The options have been repriced at Rs.113/- as against the formula approved by Shareholders based on the powers given by the Shareholders to the Board to alter, vary and modify the scheme. The stock option discount in the aforesaid scheme, computed as per SEBI guidelines from the date of grant viz. 19th March, 2007, is being amortised on a straight line basis over the vesting period. Accordingly, during the year proportionate net recovery of Rs. 4,759,055/- (Previous period Rs. 16,024,205/-), has been included in "Salaries and other allowances" in the schedule of "Payments to and Provisions for Employees" (Schedule "13") as ESOP Compensation Cost. The said cost is net of recoveries of Rs. 201,613/-(Previous period Rs. 201,485/-) made from ESOPs granted to employees of wholly owned subsidiaries. During the year, 306,130 stock options (Previous period 444,089) have lapsed/forfeited/expired and reversal of discount charge aggregating Rs. 14,344,814/- (Previous period Rs. 30,963,414/-) has been credited to "Salaries and other allowances" in the schedule of "Payments to and Provisions for Employees" (Schedule "13") as ESOP Compensation Cost. The net reserve as reflected in Schedule "2" under ESOP-2006 scheme is net of ESOP Outstanding account Rs. 19,461,019/- (Previous year Rs. 30,633,975/-) and Deferred Employee Compensation Account Rs. 809,823/- (Previous year Rs. 5,120,563/-).

During the year, 264,832 (Previous year 197,764) stock options were exercisable against which 24,314 (Previous year 48,350) were exercised. Accordingly Rs. 4,607,503/-(Previous period Rs. 9,162,325/-) was transferred from Employee Stock Options Outstanding (ESOP 2006) Account to Securities Premium Account in Schedule "3".

9. Aptech Training and Education Trust setup in Tamilnadu to which company had advanced Rs. 6,266,637/- (Previous year Rs. 6,266,637/-) in earlier years which are fully provided for. During the current year, full amount has been written off.

10. Application made by Aptech Manpower Services Limited, a wholly owned subsidiary under Easy Exit Scheme 2011 with Register of Companies Maharashtra on 14th January, 2011 has been approved by the Ministry of Corporate Affairs and accordingly, the said company stands dissolved effective 21st April 2011, hence the amount of Investment Rs. 500,000/- and Loans Rs. 490,376/- which was fully provided for has been written off.

11. In 2007, the Company and Asian Institute of Communication & Research (AICAR) had formed a strategic alliance to create a premier educational institute of world-class quality. The AICAR Business School is a world-class Residential Institute offering Graduate Students and Corporate the opportunity to enhance skills in the research and development of management and communication practices of a standard unparalleled in most other institutes.

The two-year full time Post Graduate Diploma in Management offered by AICAR Business School is approved by the All India Council of Technical Education, New Delhi and is affiliated to the Directorate of Technical Education Board, Government of Maharashtra.

The company has advanced of Rs. 62,999,662/- inclusive of interest (Previous year Rs. 55,558,230/-) to AICAR.

12. Sundry Debtors and Sundry Creditors and some Bank balances are subject to confirmation & reconciliation.

Sundry Debtors are net of Rs. 77,311,907/- (Previous year Rs. 77,653,267/-) being the amounts payable to franchisees/vendors for services rendered to Institutional Clients by the Company, since as per the contract terms the same are payable only after the recovery from Institutional.

In one of the subsidiary the disclosure under Sundry Debtors relating to amount outstanding for a period exceeding six months is not ascertained, in view of the system difficulty in allocating receipts against the proportionate revenue recognized on accrual basis.

13. Out of the dues receivable by the Company from one Institutional project which was completed, Rs. 7,598,755/- has been held back by the client during the period (Previous year Rs. 7,059,458) towards certain alleged non-fulfillment of the Contract Terms without giving the requisite details. The outstanding balance receivable by the Company as on 31st March, 2011 is Rs.156, 257,586 (Previous year 174,752,347).

Further, the Company has to recover since long, Rs. 59,886,303/- (Previous year Rs. 59,886,303/-) from another institutional client who has held back Rs. 9,469,000 (Previous year Rs. 9,029,038/-) towards certain alleged non fulfillment of contract terms. The Company has to recover Rs. 50,417,303/- (Previous year Rs. 50,857,265/-) over and above the aforesaid penalty. Against the aforesaid receivable, the Company has to pay the business partners Rs. 30,417,303/- (Previous year Rs. 30,778,365/-) only on recovery from the project client, after adjustment of penalty attributable to them.

Pending the final outcome of the discussions/correspondence with the clients, as a measure of caution, the Company has provided in current year Rs. 3,157,586 as doubtful debt aggregating to Rs. 185,726,586/- as at 31st March 2011 (as at end of Previous period Rs. 182,569,000/-).

14. Related Party Disclosures:

a) Names of related parties and description of relation:

i) Key Management Personnel : Mr. Ninad Karpe (w.e.f 1st April, 2009) Managing Director

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the holding company administrated by ICICI Prudential Life Insurance Company Limited.

B) Defined Contribution Plan –

Amount recognized as an expense and included in the Schedule 13 - "Contribution to Provident & Other Funds – Rs. 20,989,008/- (Previous year Rs. 25,581,522/-).

15. Deferred Tax

Deferred Tax Asset on carry forward business losses/depreciation and other reversible timing differences has not been recognized as a matter of prudence.

16. Segmental Report for the year of the group is annexed.

17. A) Managerial remuneration to Managing Director (MD) and Executive Director (ED) under Section 198 of the Companies Act 1956:

Notes:

i. The computation of net profits under Section 349 of the Companies Act, 1956 is not given since no commission is payable to any director.

ii. In determination of Managerial remuneration, certain perquisites have been valued in accordance with income Tax Act, 1961.

iii. As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the directors are not included above.

iv. Under the Employee Stock Option Scheme 2006, Mr. Ninad Karpe, Managing Director & CEO was granted 265,000 stock options in three phases in April 2009.out of which during the year 140,219 stock options were lapsed as on 31st March, 2011.

v. The Company has received approvals from the Central Government on dated 9th May, 2010 for waiver of excess remuneration of Rs. 4,681,225/- paid to the erstwhile Managing Director Mr. Pramod Khera during the period 01.01.2009 to 31.03.2009. The managerial remuneration for the year under report being in excess by Rs 2,503,601 limits specified under section 198 read with Schedule XIII of the Act, the application for the approval of Central Government for the waiver of such excess is being made by the company.

vi. In one of the subsidiary:

a) In absence of profits during the previous year 2009-10 under audit, the payment of remuneration to the Managing Director approved by the shareholders, being in excess of the limits prescribed under Schedule XIII to the Companies Act, 1956, is subject to the approval of the Central Government. Pending such approval for which application has been made, the amount debited to the Profit and Loss Account includes Rs. 3,046,718/- which is in excess of the limits prescribed under Schedule XIII to the Companies Act, 1956.

b) Advance Recoverable in Cash or kind or Value to be received includes Rs. 856,539/- (P.Y. Rs. 856,539/-) (Maximum amount outstanding Rs. 856,539/-) recoverable from one of the erstwhile Executive Director being excess remuneration paid in the earlier years.

c) The remuneration paid to the then Managing Director for the financial year 2008-09 being in excess of the limits prescribed under the Act by Rs. 54,29,000, for which the Company had applied to the Central Government (CG) and on 31st August, 2009 the permission was granted by CG up to Rs. 53,40,000. As a result, the remuneration paid for that year become excess by Rs. 89,000. The said sum is recoverable by the Company from the said Managing Director.

B) Some of the subsidiaries have paid Remuneration to Directors who in the opinion of the Company, do not wield as much powers of management of the affairs of the Company or of a particular function to be considered as a Whole-time Director. The employment of the director with the Company does not arise due to his position as a director, being an independent position. Hence in the Companys opinion, it is not required to comply with the provisions of the Companies Act, 1956 pertaining to remuneration limits of director and disclosure thereof, etc.

The company has relied upon an expert legal opinion obtained in this regard and also the latest circular (No.16/39/ CL–1–111/85 dated 26th June, 1987) issued by the Department of Company Affairs.

18. The dividend income, gain/loss on sale of investments/assets may not be comparable on year to year basis.

19. The figures for the previous accounting year have been regrouped/rearranged wherever necessary to correspond with the figures of the current year.

---

Mar 31, 2010

1) The Aptech Limited and its Subsidiaries/JVs (Group) has changed its financial year end from December to March to align with the financial year and therefore, the audited financial statements have been prepared and presented for the fifteen months period from 1st January, 2009 to 31st March, 2010 as against previous financial statements for the year ended 31st December, 2008. Therefore, the numbers of current period and previous year are not comparable.

2) During the 15 months ended 31st March, 2010:

i) The Company has incorporated through its subsidiary in Dubai, a subsidiary in Mauritius in the name and form of Aptech Global Investment Limited, for expansion of education and training in information technology in new markets.

ii) The Group has incorporated a new wholly owned subsidiary in Mauritius on 14th April, 2009 by the name Aptech Global Investment Limited.

iii) Subsequently, through the said subsidiary, during the year, the Company has entered into a joint venture agreement on 27th October, 2009 with Falgo & MAC, Brazil by virtue of which it holds 51% stake in ACE Educacao Profissional do Brasil S.A. a new company formed for imparting information technology education and training at Brazil.

iv) The Group has disposed of its entire holding in Beijing Aptech Beida Jade Bird Information Technology Co. Limited, a joint venture of the Company, on 27th April, 2009 for an agreed consideration of Rs. 1,065,875,910 and recognised profit on disposal of Joint Venture amounting to Rs. 11,850,165 which is included in "Profit on sale of long-term Investment". The transaction was effective 26th March, 2009. The Company has sold its investment in Beijing Aptech Beida Jade Bird Information Technology Company Limited (China Joint Venture) on 26th March, 2009. Due to unavailability of financial statements of China Joint Venture for the period from 1st January, 2009 to 26th March, 2009, the consolidated financial statements for period ended 31st March, 2010, does not include proportionate share of income and expenses of China Joint Venture till date of sale.

v) The Group has discontinued a wholly owned subsidiary in South Africa by the name Aptech Worldwide Limited w.e.f. 29th April, 2009

vi) The CFS of Aptech Ventures Limited (AVL) includes Financial Statements of its wholly owned and controlled subsidiary Aptech Investment Enhancers Limited (AIEL). The AIEL has acquired 19.50% as a long-term investment and 2.91% as a short term investment, to be offloaded on the IPO listing as per the definitive agreement signed in March 2009 in BJB Career Education Company Limited (Investee Company) in which the holding is 22.41%. Although the Group has a Board representation, considering its non participation in the financial and operational decision making process, management is of the considered view that there is little influence in the investee companys decision making process and therefore considers this investment as merely strategic and cannot be termed as an "Associate" in term of provisions of Accounting Standard 23 - "Accounting for Investment in Associates in Consolidated Financial Statements" (AS 23), for the purpose of being reflected, as such, in the books of accounts. Accordingly, the investment made in the Investee Company has been reflected as an investment at the acquisition cost in term of provisions of Accounting Standard 13 - "Accounting for Investment" (AS 13).

3) The Financial Statements of the Company for the period ended 31st March, 2010 were earlier approved by the Board of Directors (BOD) at its meeting held on 31st May, 2010 and reported upon by the Statutory Auditors vide their report dated 31st May, 2010, but the same were not submitted to the general body members for adoption. The said Financial Statements didnt include the effect of the following transactions:

i. The Scheme of Amalgamation (the Scheme) of Aptech Software Limited (ASL) (a wholly owned subsidiary) with the Company which has been approved by Honble High Court of Mumbai subsequent to the adoption of accounts by the BOD as aforesaid on 23rd July, 2010. The Scheme has become operational on 9th August, 2010 on filing of requisite forms with Registrar of Companies, with effect from the appointed date, i.e. 1st April, 2009. The Management has revised the Financial Statements of the Company for the period ended 31st March, 2010 to give effect of the Scheme. Accordingly, the Company has accounted for brought forward losses of ASL as at 1st April, 2009 aggregating Rs. 322,288,671 after reducing the reversal of provision for doubtful advances made by the Company to ASL of Rs. 157,919,571 resulting into net adjustment of Rs. 164,369,100 in opening balance of Profit and Loss Account and transactions of ASL for the year ended 31st March, 2010 in Profit and Loss Account of the Company for the period.

ii. On 12th August, 2010, the Board of Directors have proposed dividend for the period ended 31st March, 2010, which has been now accounted in Revised Financial Statements for the period ended 31st March, 2010.

Accordingly, these Revised Financial Statements have been prepared in supercession of the Financial Statements, previously approved as referred above, for giving consequential effect to the above transactions.

4) Capital Commitments and Contingent Liabilities :

(Rupees)

Particulars As on As on 31st March, 31st December, 2010 2008

A. Capital commitments

Estimated amounts of contracts remaining to be executed on capital account 6,584,401 5,401,789 and not provided for

B. Contingent liabilities in respect of:

i) Claims against the Company not acknowledged as debts 98,268,772 98,929,351

ii) Counter guarantee to bank for projects 31,426,669 18,057,133

iii) Corporate Guarantees to banks/third Parties - -

iv) Income Tax - 83,175,188

5) a) The Company had a Joint Venture in the previous year and its percentage Holding is given below:

Name of the Joint Venture % Share holding

Beijing Aptech Beida Jade Bird Information Technology Co. Ltd ("China JV") 50%

ii. The Company has divested its entire investment in above joint venture on 26th March, 2009. Disclosure for proportionate share in income and expenses for the period from 1st January, 2009 to 26th March, 2009 is not made, since the financial statements for truncated period are not available.

6) a) The financial statements of China JV till 2006 were prepared and audited as per Peoples Republic of China (PRO GAAP.

From the year 2007, the financial statements under PRC - GAAP are not prepared. The same have been prepared in conformity with US GAAP. Accordingly, the Financial Statement of the previous years i.e. of 2005 & 2006 have been restated to comply with US GAAP. The details of items of revenue, expenses, assets and liabilities restated in conformity with the US GAAP, being not made available are not shown separately.

b) The Financial Statements of China JV are made up in accordance with US GAAP; as such details as required under Schedule VI to Companies Act, 1956 are given in CFS to the extent of availability of information thereof.

c) From 13th February, 2006 China JV as established Wholly Owned Subsidiary, Shanghai Aptech Beida Jade Bird Information Technology Co., Ltd. ("SJB-Aptech"). The financial statements of SJB-Aptech have been included in Consolidated Financial Statement of China JV.

d) The difference in accounting policies if any is mentioned in this schedule (Refer Note no.24).

7) The board has recommended 10% final Dividend on equity share capital, pending for shareholders approval.

8) AGLSM SDN.BHD, Malaysia, Aptech Venture Limited (AVL), Aptech Investment Enhancers Limited (AIEL), Aptech Global Investment Limited (AGI), (Located in Mauritius is considered as integral operation). Aptech Worldwide Bangladesh Limited, Bangladesh, is considered as integral operation but due to operational difficulties the translation procedures relating to addition to fixed assets, income & expenses are worked out at average rates. China JV & Brazil S.A. are considered as non-integral operation.

9) The reporting period of Aptech Worldwide Bangladesh Limited, Bangladesh is October to September. In case of Brazil S.A. figures till 31st December, 2009 were considered for consolidation.

10) Based on the resolution for Employee Stock Option Scheme approved by the shareholders on 16th September, 2006, the Aptech Employees Stock Options Trust - 2006 ("Trust") was set up on 6th December, 2006 and 1,500,000 Warrants of Re. 1/- each have been granted by the Company to the Trust on 12th March, 2007. As confirmed by the companys legal counsel:

The employees/directors were granted 1,165,000 stock options on 19th March, 2007 effective from 4th May, 2007 post Fringe Benefit Tax clarification. 1,065,000 stock options were issued to eligible employees and 100,000 stock options to Non-Executive Directors. 1,065,000 stock options granted to eligible employees have been granted with a vesting schedule comprising 159,750, 213,000, 266,250 and 426,000 options over a vesting period of 12, 24, 36 and 48 months respectively from the grant date and an exercise period of one year from the respective vesting dates. The right to exercise 50% of the vested options shall be subject to the employees continuance of service with the Company on the exercise date, 25% of the vested option shall be subject to achievement of KRAs as decided by the Managing Director and balance 25% of the vested option shall be based on financial performance with reference to budgets.

During the year 72,750 options were vested with the employees. The entire 100,000 stock options granted to Non-Executive Directors has a vesting period of 12 months from the grant date and an exercise period of one year from the vesting date. The options have been repriced at Rs. 113/- as against the formula approved by Shareholders based on the powers given by the Shareholders to the Board to alter, vary and modify the scheme. The stock option discount in the aforesaid scheme, computed as per SEBI guidelines from the date of grant viz 19th March, 2007, is being amortised on a straight line basis over the vesting period and the reversal on account of lapse options is netted off against the charege for the year. Accordingly, during the period proportionate net recovery of Rs. 16,024,205/- (where as net charge in Previous Year Rs. 21,905,342/-), has been included in "Salaries and other allowances" in the schedule of "Payments to and Provisions for Employees" (Schedule "13") as ESOP Compensation Cost. The said cost is net of recoveries of Rs. 201,485/- (Previous Year Rs. 1,011,357/-) made from ESOPs granted to employees of wholly owned subsidiaries. During the period, 444,089 stock options (Previous year 200,044) have been lapsed/forfeited/expired and reversal of discount charge aggregating Rs. 30,963,414 (Previous year Rs. 6,632,092) have been credited to "Salaries and other Allowances" in the schedule of "Payment to and Provision for Employees" (Schedule "13"). The net reserve as reflected in Schedule "2" under ESOP-2006 scheme is net of ESOP Outstanding Account Rs. 30,633,975/- (Previous Year Rs. 73,433,659/-) and Deferred Employee Compensation Account Rs. 5,120,563 (Previous Year Rs. 27,713,767/-).

During the year, 197,764 options were exercisable against which 48,350 were exercised. Accordingly Rs. 9,162,325/- was transferred from Employee Stock Options Outstanding (ESOP 2006) Account to Securities Premium Account in Schedule "3".

11) i) During the earlier years, the Company had formed Aptech Education Society in Chattisgarh, which established a private university viz. Aptech University.

The Company being the sponsor had advanced interest free unsecured loans/advances to the society which were fully provided for. During the year, the management has taken the decision to write off the same against the provisions earlier made.

ii) Aptech Training and Education Trust setup in Tamilnadu to which Company had advanced Rs. 6,266,637 (Previous Year 9,123,807) in earlier years which are fully provided for.

12) In 2007, the Company and Asian Institute of Communication & Research (AICAR) had formed a strategic alliance to create a premier educational institute of world-class quality. The AICAR Business School is a world-class Residential Institute offering Graduate Students and Corporate the opportunity to enhance skills in the research and development of management and communication practices of a standard unparalleled in most other institutes.

The two-year full time Post Graduate Diploma in Management offered by AICAR Business School is approved by the All India Council of Technical Education, New Delhi and is affiliated to the Directorate of Technical Education Board, Government of Maharashtra.

The Company has advanced of Rs. 55,558,230/- inclusive of interest (Previous Year Rs. 47,084,270) to AICAR.

13) Sundry Debtors and Sundry Creditors are subject to confirmation & reconciliation.

14) Sundry Debtors are net of Rs. 77,653,267/- (Previous Year Rs. 98,018,000/-) being the amounts payable to franchisees/ vendors for services rendered to Institutional Clients by the Company, since as per the contract terms the same are payable only after the recovery from Institutional clients.

15) Out of the dues receivable by the Company from one Institutional project which was completed, Rs. 7,059,458 has been held back by the client during the period (Previous Years Rs. 2,925,289) aggregating to Rs. 158,339,998 (Previous Year Rs. 151,280,540) towards certain alleged non-fulfilment of the Contract Terms without giving the requisite details. Based on certain details made available, the Company has been able to recover an amount of Rs. Nil (Previous Year Rs. 8,209,608) aggregating to Rs. 27,150,745. Based on prevailing pattern of payments the Company estimates that out of the balance dues, a further amount could be held back by the client. The Company is in correspondence with the client to obtain the full details and resolve the differences. The Company has to recover Rs. 43,563,094 (Previous Year Rs. 101,300,563) over and above the aforesaid penalty.

Further, the Company has to recover since long, Rs. 59,886,303 (Previous Year Rs. 87,133,744) from another institutional client who has held back Rs. 9,029,038 (Previous Year Rs. 9,029,038) towards certain alleged non-fulfilment of contract terms. The Company has to recover Rs.50,857,265 (Previous Year Rs. 78,104,706) over and above the aforesaid penalty. Against the aforesaid receivable, the Company has to pay the business partners Rs. 30,778,365 (Previous Year Rs.33,328,337) only on recovery from the project client, after adjustment of penalty attributable to them.

Pending the final outcome of the discussions/correspondence with the clients, as a measure of abundant caution, the Company had provided Rs. 163,000,000 as at 31st March, 2010 (previous year Rs. 108,000,000) and has made provision for doubtful debts in earlier years amounts Rs. 16,469,000.

16) Related Party Disclosures

a) Names of related parties and description of relation:

i) Company Whose Control Exists

Aptech Investments

Others:

Aptech Employees Stock Option Trust

ii) Key Management Personnel

Mr. Pramod Khera (till March 31, 2009) Mr.Ninad Karpe (w.e.f April 1, 2009)

: Managing Director Managing Director

General description of the fair value of the plan

Gratuity liability under the Payment of Gratuity Act, 1972 is accrued on actuarial valuation and funded through group gratuity scheme of the holding company administrated by ICICI Prudential Life Insurance Company Limited.

None of the foreign subsidiary or JV has any defined benefit plans for the employees.

B) Defined Contribution Plan -

Amount recognised as an expense and included in the Schedule 13 - "Contribution to Provident & Other Funds - Rs. 32,897,822/- (Previous Year Rs. 49,428,150/-).

17) Deferred Tax

Deferred Tax Asset on carry forward business losses/depreciation and other reversible timing differences has not been recognised as a matter of prudence.

18) Segmental Report for the year of the group is annexed.

ii. In determination of Managerial remuneration, certain perquisites have been valued in accordance with Income Tax Act, 1961.

iii. As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the directors are not included above.

iv. The managerial remuneration for the period under report being in excess by Rs. 4,681,225 of limits specified under Section 198 read with Schedule XIII of the Act, the application for the approval of Central Government for the waiver of such excess is being made by the Company.

v. The Company has received approvals from the Central Government for waiver of excess remuneration paid to the Managing Director and Executive Director during the year 2008.

vi. Under the Employee Stock Option Scheme 2006, Mr. Ninad Karpe, Managing Director & CEO was granted 265,000 stock options in three phases in April 2009. Since as per the SEBI guidelines there has to be a gap of minimum one year between the date of grant and the date of vesting of the stock options, the said stock options were not vested as on 31st March, 2010. Erstwhile Managing Director Mr. Pramod Khera who exercised and was accordingly allotted 30,000 equity shares during last year out of 265,000 stock options that were granted to him, 225,250 stock options were lapsed on 31st March, 2009 as he resigned as Managing Director on that date. However as per the said Scheme, he is eligible for grant of stock options in the capacity as non-executive director.

B) Some of the subsidiaries have paid Remuneration to Directors who in the opinion of the Company, do not wield as much powers of management of the affairs of the Company or of a particular function to be considered as a whole time Director. The employment of the director with the Company does not arise due to his position as a director, being an independent position. Hence in the Companys opinion, it is not required to comply with the provisions of the Companies Act, 1956 pertaining to remuneration limits of director and disclosure thereof, etc.

The company has relied upon an expert legal opinion obtained in this regard and also the latest circular (no.16/39/ CL-1-111/85 dated 26th June 1987) issued by the Department of Company Affairs.

19) The Group has started hedging its risk of foreign currency fluctuations relating to receivables of highly probable forecast transactions pertaining to franchise income by entering into Exchange Traded Futures (ETFs). In accordance with Groups risk mitigating policy, it has designated these ETFs as cash flow hedge by early application of the recognition and measurement principles set out in the Accounting Standard 30 "Financial Instrument - Recognition and Measurement" (AS-30) to these transactions. Accordingly, changes in the fair value of these ETFs designated as effective hedges for the future cash flows are recognised directly in shareholders funds and ineffective portion thereof is recognised directly in the Profit and Loss Account. On squaring off the complete position of such ETF as on 31st March, 2010 profit of Rs.1,021,722 for the period ended 31st March, 2010 is accounted in Profit & Loss Account.

20) Based on information available with the Group, there are no dues payable to Micro Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006.

21) In terms of the Share Purchase Agreement and Addendum thereon executed amongst the Company, Maya Entertainment Limited (Maya) and Shareholders of Maya (Vendors), the Group acquired 89.66% of shareholding in Maya on 23rd April, 2010 for consideration of Rs.88,781,916 in cash and 1,717,103 equity shares at Rs.216 per share. Balance 10.33% in Maya, is being acquired pending regulatory approvals. Maya is engaged in the business of Animation & Multimedia education.

22) Figures for the current period of consolidated financial statement are not comparable with the previous year since there has been acquisitions/disposals/stake changes/mergers/demergers in subsidiaries and Joint Ventures of the Company.

23) The figures for the previous accounting year have been regrouped/rearranged wherever necessary to correspond with the figures of the current year.