Directors Report of MT Educare Ltd.

Mar 31, 2024

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

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

FINANCIAL RESULTS

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

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

DIVIDEND

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

TRANSFER TO RESERVES:

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) The Financial Statements of the Company - comprising
of the Balance Sheet as at March 31, 2024 and the
Statement of Profit & Loss for the year ended on that
date, have been prepared on a going concern basis

following applicable accounting standards and that no
material departures have been made from the same;

b) Accounting policies selected were applied consistently
and the judgments and estimates related to these
financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair view
of the state of affairs of the Company as at March 31,
2024, and of the Profit & Loss of the Company for the
year ended on that date.

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

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

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

PHYSICAL VERIFICATION OF FIXED ASSETS AND
WRITE OFF

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

BUSINESS OVERVIEW

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

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

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

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

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

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

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

FINANCIAL PERFORMANCE:

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

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

CAPITAL STRUCTURE

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

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

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

Material changes post closure of financial year:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:

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

EMPLOYEES STOCK OPTION SCHEME

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

SUBSIDIARY COMPANY

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

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

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

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

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

Pursuant to Section 134 of the Act read with Rule 8(1)
of the Companies (Accounts) Rules, 2014, the details of
performance of subsidiaries and joint ventures of the
Company are as under:

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

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

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

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate
Governance requirements mentioned in Listing Regulations.
In terms of Schedule V of Listing Regulations, a detailed
report on Corporate Governance along with Compliance
Certificate issued by the Statutory Auditors of the Company
is attached and forms an integral part of this Annual Report.
All Board members and senior management personnel
(as at 31⁵¹ March, 2024) have affirmed compliance with the
Code of Conduct for the year 2023-24. A declaration to this
effect signed by the Erstwhile Non-Executive Director of the
company is contained in this Annual Report. The Erstwhile
Non-Executive Director have certified to the Board with
regard to the financial statements and other matters as
required under Regulation 17(8) of the Listing Regulations
and the said certificate is contained in this Annual Report.
Management Discussion and Analysis Report as per Listing
Regulations are presented in separate sections forming
part of the Annual Report.

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

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

CORPORATE SOCIAL RESPONSIBILITY

The brief details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report. The CSR policy is available on the website
of your Company at https://mteducare.com/mt-educare-
admin/public/storage//1670327107corp.pdf.

As on April 01, 2023 the Corporate Social Responsibility
Committee comprised of Dr. Dattatraya Kelkar,
Independent Director as Chairman, Mr. Roshanlal Kamboj,

Independent Director, Ms. Nanette D''sa, Independent
Director and Mr. Surender Singh, Non-Executive Director
as members of the Committee.

As at March 31,2024, there was no change in the constitution
of the Corporate Social Responsibility Committee,
Accordingly, in compliance with requirements of Section
135 read with Schedule VII of the Companies Act, 2013, the
Corporate Social Responsibility Committee comprises of
Dr. Dattatraya Kelkar, Independent Director as Chairman,
Mr. Roshan Lal Kamboj, Independent Director, Ms. Nanette
D''sa, Independent Director and Mr. Surender Singh, Non¬
Executive Director as members of the Committee.

During the year under review, Corporate Social
Responsibility Committee met at the Meeting of RP named
Corporate Social Responsibility committee meeting which
has been conducted on February 09^th, 2024 to review
the CSR Applicability and to review various CSR projects,
expenditure on the same (if any) during the year as well as
quarter ended 31^st December, 2023 wherein the Directors
were also present.

The said Committee has been entrusted with the
responsibility of formulating and recommending to the
Board, a Corporate Social Responsibility Policy indicating
the activities to be undertaken by the Company, monitoring
the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities.

As part of its initiative under the Corporate Social
Responsibility (''CSR''), our aim is not only to help students
to pursue a dignified life but also to think about the social
and economic development of the communities in which
we operate. Our approach to CSR is built on creating
sustainable programs that actively contribute and support
the social and economic development of the communities
in which we operate. CSR for MT Educare Limited is beyond
its own immediate business interests to make positive
difference. At MT Educare Limited we are:

1) Committed to promoting the principle of inclusive
growth and equitable development.

2) Committed to carry out our business activities
respecting the cultures and practices of each region
we operate in and proactively engage in activities that
contribute to society as a good corporate citizen.

3) Committed to invest in our community development
by empowering women and children (especially girl
child) by providing respective skills and education.

4) Committed to engage and work actively in areas of
promoting education and providing healthcare.

The Report on CSR Activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is set
out as Annexure 2 forming part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Hon''ble NCLT vide order dated December 16, 2022 had
initiated the CIRP Proceedings against the Company and
pursuant to Section 9 of the IBC, the powers of the Board
of Directors of the Company stood suspended, and such
powers are vested with the Interim Resolution Professional,
Mr. Ashwin B. Shah later with Mr. Arihant Nenawati,
Resolution Professional duly confirmed by Hon''ble NCLT,
Mumbai Bench on 22^nd January, 2024. However, the details
of Director and Key Managerial Personnel (KMP) and
Changes therein during the year under review is as under:

The Vacancy for the position of Executive as well as Whole
Time Director and Chief Financial Officer of the Company
were still not fulfilled due to ongoing CIRP process during
the year under review.

Mr. Surender Singh, Non-Executive Non Independent
Director and Chairman, Mr. Vipin Choudhary, Non-Executive
Non Independent Director, Mr. Roshan Lal Kamboj, Non¬
Executive Independent Director, Dr. Dattatraya Kelkar, Non¬
Executive Independent Director, Mrs. Nanette D''sa, Non¬
Executive Independent Director and Mr. Karunn Kandoi,
Non-Executive Independent Director continued to be on
the Board of the Company During the year under review.

There are currently 6 (Six) Directors, including Two Non¬
Executive Non-Independent, and Four Non-Executive
Independent Directors to provide their declarations both at
the time of appointment and annually confirming that they
meet the criteria of independence as prescribed under
Companies Act, 2013 and Listing Regulations wherever
applicable. During FY 2023-2024, your Board met 4 (Four)
times (Including RP Meeting) details of which are available
in Corporate Governance Report annexed to this report.

Changes in the Key Managerial Personnel (KMP) during
the year:

Name of the KMP	Appointment	With effect
	/ Resignation/	from
	No change
Mr. Ravindra Mishra	No Change	November 15, 2019.

The information as required to be disclosed under the
Listing Regulations in case of re-appointment of the director
(if any) is provided in Report on Corporate Governance
annexed to this report and in the notice of the ensuing
Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies
Act, 2013 and SEBI Listing Regulation pertaining to the
remuneration, incentives etc. to the Directors is given in
the Corporate Governance Report.

The outcome of the CIRP may result in change in the Board
of Directors of the Company followed by reconstitution
of the statutory committees of the Board of Directors of
the Company. In accordance with the provisions of the
Companies Act, 2013 (''Act'').

BOARD EVALUATION

In view of the fact that the Company continued to be
under CIRP during the year under review and since the
powers of the Board of Directors being suspended and
management is vested with Mr. Arihant Nenawati, the
Resolution Professional for carrying out the day to day
operations of the Company, the evaluation of the Board,
Committees and Directors could not be done.

BOARD COMMITTEES

In compliance with the requirements of Companies
Act, 2013 and Listing Regulations, your Board had
constituted various Board Committees including Audit
Committee, Nomination & Remuneration Committee,
Stakeholders Relationship Committee and Corporate Social
Responsibility Committee. Details of the constitution of
these Committees, which are in accordance with regulatory
requirements, have been uploaded on the website of the
Company viz. www.mteducare.com. Details of scope,
constitution, terms of reference, number of meetings
held during the year under review along with attendance
of Committee Members therein form part of the Corporate
Governance Report annexed to this report. However, due
to CIRP process, the powers of the Committee members
were Suspended, and powers are vested with Mr. Arihant
Nenawati, the Resolution Professional.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted
the requisite declarations confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act read with Regulation 16 and 25(8) of the
SEBI Listing Regulations. The Independent Directors have
also confirmed that they have complied with Schedule IV
of the Act and the Company''s Code of Conduct.

They have further confirmed that they are not aware of any
circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to
discharge their duties and that they are independent of
the management. Further, the Independent Directors have
also submitted their declaration in compliance with the
provision of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, which mandated the
inclusion of an Independent Director''s name in the data
bank of the Indian Institute of Corporate Affairs (''11CA'') for a
period of one year or five years or lifetime till they continue
to hold the office of an independent director. All the
Independent Directors (wherever applicable) had passed
the Online Proficiency Self-Assessment Test conducted
by IICA.

In the opinion of the Board, all the independent directors
have integrity, expertise and experience.

AUDITORS

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

Your Company has received confirmation from the
Auditors to the effect that their appointment is within the
limits specified under the Companies Act, 2013 and the
firm satisfies the criteria specified in Section 141 of the
Companies Act, 2013 read with Rule 4 of the Companies
(Audit & Auditors) Rules, 2014. In accordance with Section
139 of the Companies Amendment Act, 2017, notified
w.e.f May 7, 2018, by the Ministry of Corporate Affairs,
the appointment of Statutory Auditors is not required
to be ratified at every Annual General Meeting. Hence,
M/s. MGB & Co. LLP shall continue as Statutory Auditors
for the remaining period of the term until the conclusion
of Nineteenth Annual General Meeting of the Company.

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

Standalone:

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

Reply: The CIR Process at its last stage of final
negotiation of CoC with the PRAs and the claim admitted
is finalized and shared with the PRAs and available on
official site. Due to various contingencies in the claim
with related to interest, penal provision in contract
terms and timing of the claim may cause variation in
amount recorded in the financial statements.

2) In the absence of comprehensive review of carrying
amount of certain assets (loans and advances, balances
with government authorities, deposits, trade and
other receivables) and liabilities and non-availability

of confirmation of substantial balances, we are unable
to comment upon adjustments, if any, that may be
required to the carrying amount of such assets and
liabilities and consequential impact, if any, on the loss
for the year ended 31 March 2024. Non-determination
of fair value of financial assets and liabilities are not
in compliance with Ind AS 109 "Financial Instruments"
and Ind AS 37 "Provisions, Contingent Liabilities and
Contingent Assets". Our opinion for the year ended 31
March 2023, was modified in respect of this matter.

Reply: The Company had made excess provision in the
earlier years and adjustments of provision to various
loans and advances, balances with government
authorities, deposits, trade and other receivables.
Further deposit with Government Authorities in
respect of disputed matter is subject to outcome
of dispute. The RP maintained the status -quo with
respect to the earlier year provision and contingencies
which are depended upon the final outcome of any
dispute raised with the Government authorities.

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

Reply: There is no change from the previous year.
These are old and non-operative bank accounts
wherein there no transactions during the year and
which will not have any material impact. The RP has
sent an intimation letter to respective bank for closure
of the account by transferring the balance to main
CIRP account maintained by him.

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

Reply: In line with IBC Code, which restrict the sharing
on any confidential document except to intended
recipient, we have shared limited information the
auditor impacting financials position of the Company.

All other matter are not concerning directly to the
auditor were not shared.

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

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

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

Reply: Pursuant to an application filed by Connect
Residuary Private Limited before the National
Company Law Tribunal, Mumbai Bench ("NCLT") in
terms of Section 9 of the Insolvency and Bankruptcy
Code, 2016 read with the rules and regulations
framed thereunder ("Code"), the NCLT had admitted
the application and ordered the commencement of
corporate insolvency resolution process ("CIRP") of MT
Educare Limited ("Corporate Debtor", "the Company")
vide its order dated 16 December, 2022. The NCLT
had appointed Mr. Ashwin B. Shah as the interim
resolution professional for the Corporate Debtor vide
its order dated 16 December, 2022. Interim Resolution
Professional took charge of the affairs of the corporate
debtor on 23^rd December, 2022. Further, this is to
bring into your notice that the Hon''ble NCLT Mumbai
vide order dated January 22, 2024, order received to
the Resolution Professional (RP) on January 31, 2024,
(copy of the said NCLT order dated January 22, 2024 is

enclosed herewith) replaced Mr. Ashwin Bhavanji Shah
(IRP) with the undersigned Resolution Professional
(RP), Mr. Arihant Nenawati, having IBBI Registration
No. IBB/IPA-001/IP-P00456/2017-2018/10799. The
RP of the view, that after approval of resolution plan
by adjudicating authority, the successful PRA would
revive the Corporate Debtor, thus the DTA assets
would be carried at same level.

7) i) The Company has outstanding loans, trade

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

Reply: At this present juncture, the management
considers the outstanding dues to be good and
recoverable and under the supervision of the
RP, management is pursuing all the parties
for payments. As majority of the advances to
different education trust which are facing post
covid difficulties in their operation was the main
cause of delay in payments.

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

Reply: in view of any recoverability of the loan and
advances until the certainly arrives we have not
recognised any income on the same.

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

Reply: During the CIRP period, claims from 683
creditors amounting to ''.2,29,19,13,487/- were
received, out of which 659 claims amounting to
'' 94,98,87,414/- were admitted. Further, claims of
'' 75,55,53,011/- were not admitted for the reasons

best communicated to the creditors. A detailed list
of creditors is available on the official website of the
Corporate Debtor. AS per the Code, initiation of the
CIRP put a moratorium on any interest cost associated
with the liability exist on CIRP commencement date.

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

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

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

Reply: The Corporate debtor continue to be under
Corporate Insolvency Resolution Process (CIRP). The
Company Operations are going on as going concern
under the supervision of the Resolution Professional
in line with the rule and regulation prescribed under
the IBC Code 2016. Committee of Creditors are in the

final stage of discussion with PRAs and expected to
arrive at conclusion in near future. Accordingly, the
audited standalone financial results are prepared
on going concern basis. The appropriateness of the
preparation of audited standalone financial results
on going concern basis is critically dependent upon
final Order to be pronounced by the Hon''ble NCLT on
the decision taken by the CoC. However, the ultimate
outcome of which is at present not ascertainable
and depended upon the the final decision of the
CoC. During the year, under the supervision of the
RP, management has taken various steps to keep the
corporate debtor as going concern.

1. various steps including notices to sundry debtors
and others to recover the outstanding dues.

2. The Company were able to fund operational
expenses without any external borrowings.

3. During the CIRP, except few delays, were able to
adhere to statutory compliances.

4. Management has taken various steps to
identify non-critical loss making centres. They
have defined strategies like franchise model,
consolidation of centres etc to reduce the cost
related to loss making centres of the Company.

Consolidated:

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

Reply: The CIR Process at its last stage of final
negotiation of CoC with the PRAs and the claim admitted
is finalized and shared with the PRAs and available on
official site. Due to various contingencies in the claim
with related to interest, penal provision in contract
terms and timing of the claim may cause variation in
amount recorded in the financial statements.

2) In the absence of comprehensive review of carrying
amount of certain assets (loans and advances, balances
with government authorities, deposits, trade and
other receivables) and liabilities and non-availability
of confirmation of substantial balances, we are unable

to comment upon adjustments, if any, that may be
required to the carrying amount of such assets and
liabilities and consequential impact, if any, on the loss
for the year ended 31 March 2024. Non-determination
of fair value of financial assets and liabilities are not
in compliance with Ind AS 109 "Financial Instruments"
and Ind AS 37 "Provisions, Contingent Liabilities and
Contingent Assets". Our opinion for the year ended 31
March 2023, was modified in respect of this matter.

Reply: The Company had made excess provision in the
earlier years and adjustments of provision to various
loans and advances, balances with government
authorities, deposits, trade and other receivables.
Further deposit with Government Authorities in
respect of disputed matter is subject to outcome
of dispute. The RP maintained the status -quo with
respect to the earlier year provision and contingencies
which are depended upon the final outcome of any
dispute raised with the Government authorities.

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

Reply: There is no change from the previous year.
These are old and non-operative bank accounts
wherein there no transactions during the year and
which will not have any material impact. The RP has
sent an intimation letter to respective bank for closure
of the account by transferring the balance to main
CIRP account maintained by him.

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

Reply: In line with IBC Code, which restrict the sharing
on any confidential document except to intended
recipient, we have shared limited information the

auditor impacting financials position of the Company.
All other matter are not concerning directly to the
auditor were not shared.

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

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

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

Reply: Pursuant to an application filed by Connect
Residuary Private Limited before the National
Company Law Tribunal, Mumbai Bench ("NCLT") in
terms of Section 9 of the Insolvency and Bankruptcy
Code, 2016 read with the rules and regulations
framed thereunder ("Code"), the NCLT had admitted
the application and ordered the commencement of
corporate insolvency resolution process ("CIRP") of MT
Educare Limited ("Corporate Debtor", "the Company")
vide its order dated 16 December, 2022. The NCLT
had appointed Mr. Ashwin B. Shah as the interim
resolution professional for the Corporate Debtor vide
its order dated 16 December, 2022. Interim Resolution
Professional took charge of the affairs of the corporate
debtor on 23^rd December, 2022. Further, this is to
bring into your notice that the Hon''ble NCLT Mumbai
vide order dated January 22, 2024, order received to
the Resolution Professional (RP) on January 31, 2024,

(copy of the said NCLT order dated January 22, 2024 is
enclosed herewith) replaced Mr. Ashwin Bhavanji Shah
(IRP) with the undersigned Resolution Professional
(RP), Mr. Arihant Nenawati, having IBBI Registration
No. IBB/IPA-001/IP-P00456/2017-2018/10799. The
RP of the view, that after approval of resolution plan
by adjudicating authority, the successful PRA would
revive the Corporate Debtor, thus the DTA assets
would be carried at same level.

7) i) The Group has outstanding loans, trade

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

Reply: At this present juncture, the management
considers the outstanding dues to be good and
recoverable and under the supervision of the
RP, management is pursuing all the parties
for payments. As majority of the advances to
different education trust which are facing post
covid difficulties in their operation was the main
cause of delay in payments.

ii) As referred in Note 12 of the consolidated
financial statements the group has not provided
interest income of '' 2,522.66 lakhs for the year
ended 31 March 2024, pending recoveries of long
outstanding loans (included in (i)) above).

Reply: In view of any recoverability of the loan and
advances until the certainly arrives we have not
recognised any income on the same.

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

Reply: During the CIRP period, claims from 683
creditors amounting to ''.2,29,19,13,487/- were
received, out of which 659 claims amounting to
'' 94,98,87,414/- were admitted. Further, claims of
'' 75,55,53,011/- were not admitted for the reasons
best communicated to the creditors. A detailed list
of creditors is available on the official website of the

Corporate Debtor. AS per the Code, initiation of the
CIRP put a moratorium on any interest cost associated
with the liability exist on CIRP commencement date.

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

Reply: The Corporate debtor continue to be under
Corporate Insolvency Resolution Process (CIRP). The
Company Operations are going on as going concern
under the supervision of the Resolution Professional
in line with the rule and regulation prescribed under
the IBC Code 2016. Committee of Creditors are in
the final stage of discussion with PRAs and expected
to arrive at conclusion in near future. Accordingly,
the audited standalone as well as Consol financial
results are prepared on going concern basis. The
appropriateness of the preparation of audited
standalone as well as Consol financial results on going
concern basis is critically dependent upon final Order
to be pronounced by the Hon''ble NCLT on the decision
taken by the CoC. However, the ultimate outcome of
which is at present not ascertainable and depended
upon the the final decision of the CoC. During the
year, under the supervision of the RP, management
has taken various steps to keep the corporate debtor
as going concern.

1. various steps including notices to sundry debtors
and others to recover the outstanding dues.

2. The Company were able to find operational
expenses without any external borrowings.

3. During the CIRP, except few delays, were able to
adhere to statutory compliances.

4. Management has taken various steps to
identify non-critical loss making centres. They
have defined strategies like franchise model,
consolidation of centres etc to reduce the cost
related to loss making centres of the Company.

COST AUDITOR

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

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

SECRETARIAL AUDITOR

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

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

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

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the year, your Company transferred the unclaimed
and un-encashed dividends for the year 2015-16 (including
Interim and Final) aggregating to '' 1,95,828/-. Further,
27,577 corresponding shares, on which dividends were
unclaimed for seven consecutive years, were transferred
as per the requirements of the IEPF Rules. The details of the
resultant benefits arising out of shares already transferred
to the IEPF, year wise amounts of unclaimed / un-encashed
dividends lying in the unpaid dividend account up to the
year, and the corresponding shares, which are liable to be
transferred, are provided in the Corporate Governance
Report (forming part of this Annual Report) and are also
available on your Company''s website, at www. mteducare.
com

DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments
made by the Company required under section 186
(4) of the Companies Act, 2013 are contained in Note
No. 5a, 5b, 6 12 and 17 and 21 to the Standalone
Financial Statements.

ii. Transactions with Related Parties:

There were no materially significant related party
transactions entered between the Company,
Directors, management and their relatives, during
the year under review, further company has disclosed
all the related party transaction entered during the
year under review in the financial statements. Your
Company has formulated a Policy on Related party
transactions which is also available on the website of
the Company. This policy deals with the review and
approval of related party transactions. The Board of
Directors of the Company has approved the criteria to
grant omnibus approval by the Audit Committee within
the overall framework of the policy on related party
transactions. All related party transactions are placed
before the Audit Committee for review and approval.
Prior omnibus approval is obtained for related party
transactions which are of repetitive nature. The
related party transactions for the financial year are
insignificant Commensurate with the turnover of the
Company. Further, all transactions with related parties
during the year were on arm''s length basis and in the
ordinary course of business. The disclosure of Related
Party Transactions (if any) has been reported in Form
no. AOC-2 is Annexed as Annexure 1 and forms part
of Annual Report.

iii. Risk Management:

The Company''s approach to addressing business
risks is comprehensive and includes periodic review
of such risks and a framework for mitigating controls
and reporting mechanism of such risks.

iv. Internal Financial Controls:

Internal Financial Controls includes policies and
procedures adopted by the company for ensuring
orderly and efficient conduct of its business, accuracy
and completeness of the accounting records, and
timely preparation of reliable financial information.

The Company has in place a proper and adequate
Internal Financial Control System with reference to
financial statements. During the year, such controls
were tested and no such reportable material
weakness in the design or operation was observed.
As regards the qualified/Disclaimer of opinion by
Auditors on Internal Financial Control, it is stated that
the Company is taking constant steps to strengthen
its process.

v. Prospects:

With a current presence in each of our operating
markets and a clearly articulated expansion pipeline,
we are in the process of optimising maximum
opportunities and delivering sustained value to all
our stakeholders, including our people, communities,
business partners, and of course, our students. We
are undertaking transformations across functions
and processes to make this Company a leader in the
Education Sector.

vi. Deposits:

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

vii. Extract of Annual Return:

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

viii. Sexual Harassment:

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

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

ix. Application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016:

In accordance with the applicable provisions of
the Insolvency and Bankruptcy Code 2016 ("IBC/
Code"), the Corporate Insolvency Resolution Process
("CIRP") of MT Educare Limited ("Company") was
initiated by Connect Residuary Private Limited
(CRPL) An Operational Creditor of the Company. The
Operational Creditor''s petition to initiate the CIRP
Process was admitted by the National Company Law
Tribunal ("NCLT"), Mumbai bench, on December 16,
2022 ("Insolvency Commencement Date"). Mr. Ashwin
Bhavanji Shah was appointed as the Interim
Resolution Professional ("IRP") to manage the affairs
of the Company. Subsequently, Mr. Vipin Choudhary,
erstwhile Director of the Company had filed an appeal
in National Company Law Appellate Tribunal (NCLAT),
New Delhi challenging the Order passed by Hon''ble
NCLT, Mumbai Bench, accordingly Hon''ble NCLAT,
New Delhi stayed the formation of Committee of
Creditors ("CoC") till the hearing or Order to be passed
by Hon''ble NCLAT, New Delhi. The Hon''ble NCLAT, New
Delhi after hearing the parties concerned on August
18^th, 2023 the appeal by Mr. Vipin Choudhary got
dismissed and the CIRP process continued. Mr. Ashwin
B Shah continued as Deemed Resolution Professional
till 22^nd January, 2024 and Appointment of Mr. Arihant
Nenawati were Confirmed by Hon''ble NCLT Mumbai
Bench on 22^nd January, 2024. Mr. Arihant Nenawati
took charge of the Company and proceedings and
continued the process. In continuation of the process,
Form G was published on 8^th January 2024. The CoC

received expressions of interest from nine Resolution
Applicants, some of whom later withdrew. Ultimately,
two Applicants submitted Resolution Plans. The CoC
has completed the initial negotiations and subsequent
discussions with the Applicants. Following the
completion of voting for the selection of the resolution
plan, it now requires approval from the adjudicating
authority, the Hon''ble NCLT Mumbai Bench.

x. Your Directors state that no disclosure or reporting
is required in respect of the following items as
there were no transactions on these items during
the year under review:

a) Issue of equity shares with differential rights as
to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme
save and except ESOP referred to in this Report.

c) Neither the Managing Director nor the Whole¬
time Directors of the Company received any
remuneration or commission from any of
its subsidiaries.

xi. Disclosure requirement:

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

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

BOARD POLICIES

The details of various policies approved and adopted
by the Board as required under the Act and SEBI Listing
Regulations which were explained in detail in the Corporate
Governance report forming part of this annual report and
are also available on the website of the Company i.e www.
mteducare.com.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
• Conservation of energy

The particulars as required under the provisions
of Section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies (Accounts) Rules,
2014 in respect of conservation of energy have not
been provided considering the nature of activities
undertaken by the Company during the year
under review.

• Technology absorption

During the year, the Company has not absorbed or
imported any technology.

• Foreign exchange earnings and outgoings

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

POLICY ON DIRECTORS'' APPOINTMENT &
REMUNERATION

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

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

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

DISCLOSURES WITH REPSECT TO DEMAT SUSPENSE
ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

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

PARTICULARS OF EMPLOYEES

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

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

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

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

ACKNOWLEDGMENTS

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

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

CAUTIONARY STATEMENT:

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

For and on behalf of the Board

Surender Singh

Erstwhile Chairman & Non¬
Executive Director

Place: Mumbai DIN: 08206770

Date: 13/08/2024

---

Mar 31, 2018

The Directors take pleasure in presenting the Twelfth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2018. This report states compliance as per the requirements of the Companies'' Act, 2013 ("the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and other rules and regulations as applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), in relation to the Audited Financial Statements for the Financial Year 2017-2018, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable Indian accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018, and of the loss of the Company for the year ended on that date:

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

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

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

FINANCIAL PERFORMANCE

The Financial performance of your Company for the year ended March 31, 2018 is summarized below:

(Rs. in lakhs)

	Standalone - Year ended Consolidated - Year ended
Particulars	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Revenue from Operations	18,111.00	25,256.70	22,262.41	30,461.06
Other Income	1,441.84	1,296.31	1,450.10	1,342.04
Total Income	19,552.84	26,553.01	23,712.51	31,803.10
Total Expenses	34,355.57	23,318.66	39,448.74	27,408.41
Operating Profit/Loss	(14,802.73)	3,234.35	(15,736.23)	4,394.69
Less: Finance Cost	2,054.64	1,346.68	2,297.90	1,435.46
Less: Depreciation	1,860.98	1,729.01	2,136.34	1,884.38
Profit/ (Loss) before Tax	(18,718.35)	158.66	(20,170.47)	1,074.85
Tax expense	(6,571.32)	156.87	(6,987.91)	490.89
Profit/Loss after Tax	(12,147.03)	1.79	(13,182.56)	583.96
Balance carried To Balance Sheet	(12,147.03)	1.79	(13,182.56)	583.96
Other comprehensive income carried to balance sheet	6.68	6.98	6.96	13.11

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and working effectively during financial year 2017-18.

DIVIDEND

In view of losses incurred during the year and to conserve the resources, your Directors do not recommend dividend for the year under review.

BUSINESS OVERVIEW

With the objective of GREAT - Global Reach in Education and Training, your company is committed to take Education to every home across India. ''Teachers technology = Toppers'' has been our ethos. Digital content for learning, teaching and assessments along with innovative pedagogy has been the hallmark of our exceptional academic laurels year after year.

Your company is truly a national player with multi-city presence and a diverse product portfolio, standing a class apart due to technology enabled business processes, digital content delivery and 24 x 7 online support for the courses offered.

Company has registered Standalone Revenue of Rs. 18,111.00 Lakh in FY18 compared to Rs. 25,256.70 Lakh in FY17. Operating EBITDA stood at Rs. (14,802.73) Lakh in FY18, compared to Rs. 3,234.35 Lakh in FY17 . PBT stood at Rs. (18,718.35) Lakh in FY18, compared to Rs. 158.66 Lakh in FY17. PAT stood at Rs. (12,147.03) Lakhs in FY18, compared to Rs. 1.79 Lakh in FY17

Company has registered Consolidated Revenue of Rs. 22,262.41 Lakh in FY18, compared to Rs. 30,461.06 Lakh in FY17. Operating EBITDA stood at Rs. (15,736.23) Lakh in FY18, compared to Rs. 4,394.69 Lakh in FY17. PBT stood at Rs. (20,170.47) Lakh in FY18, compared to Rs. 1,074.85 Lakh in FY17 .PAT stood at Rs. (13,182.56) Lakh in FY18, compared to Rs. 583.96 Lakh in FY17.

These are simply moving few steps behind for taking a huge leap forward. Company is poised to march ahead with elan in achieving our objectives of empowering the youth of India with world-class coaching & training facilities. Company shall continue to attain pioneering outcomes in the field of education by surmounting all odds and ensure that ''SYNERGY BRINGS NEW ENERGY''.

SHARE CAPITAL

During the year under review, your Company had allotted 3,19,64,200 Equity Shares of Rs. 10/- each issued at Rs. 62.57 including a premium of Rs. 52.57/- to M/s Zee Learn Limited on a preferential basis on March 27, 2018.

This has resulted an increase in the paid-up equity share capital of the Company from Rs. 39,82,07,840 to Rs. 71,78,49,840 comprising of 7,17,84,984 equity shares of Rs. 10/- each.

STRATEGIC INVESTMENT BY ZEE LEARN LIMITED

Zee Learn Ltd. has acquired a controlling stake of 44.53% in MT Educare Ltd by investing Rs. 200 crores in the Company. Indeed this synergy shall bring in new energy & zeal in the Company. The Board of Directors, at its meeting held on March 27, 2018 had accorded its approval to issue 3,19,64,200 Equity Shares on preferential basis to M/s Zee Learn Ltd. for an aggregate amount of Rs. 200 crores (Rs. 200,00,00,000).

M/s. Zee Learn Ltd. ("Acquirer”) along with Sprit Infrapower and Multiventures Private Ltd, (formerly known as Sprit Textiles Pvt. Ltd.) pursuant to Regulations 3(1) and 4 of the SEBI SAST Regulations, 2011 made a Public Announcement for Open Cash Offer to the shareholders of the company to acquire up to 1,86,64,096 fully paid-up equity shares of '' 10/- each at a price of Rs. 72.76 per fully paid up equity share, payable in cash.

Swift growth in the market requires significant focus and reaches. Zee Learn Ltd. shall bring this much required expertise with the help of their extensively penetrated network and very strong management team. The unparalleled scale that Company has accomplished (in this extremely fragmented coaching class segment of Education sector) over the past many years shall further be catapulted by this collaboration Company''s mantra of ''Padhe Chalo, Badhe Chalo'' along with the veracious management team of Zee Learn Ltd. shall ensure that Company transform the education landscape of country in the years to come.

EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employee Stock Options Scheme "ESOP 2016” and "MT EDUCARE LTD ESOP 2018” in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. In accordance with ESOP 2016, Out of 8, 00,000 options 7,31,000 options were granted and surrendered in the previous financial year. During the current financial year 7,38,450 options were granted on December 18, 2017.

The Nomination & Remuneration Committee and the Board of Directors of the Company approved and recommended the MT Educare Limited Employee Stock Option Scheme 2018 through resolutions passed at its meeting held on February 14, 2018, which was approved by the members at the Extra-ordinary General Meeting held on March 12, 2018. Further, the members approved an increase in the number of Stock Options equivalent to 5% of the expanded post preferential allotment Issued, Subscribed and Paid-up Share Capital of the Company, which is 35,89,249 Stock Options (5% of 7,17,84,984 Equity Shares of Rs. 10/- each).

The applicable disclosures as stipulated under the said Regulations as at March 31, 2018 are provided in note no. 34 of (Standalone) financial statement.

SUBSIDIARY COMPANY

As at March 31, 2018, your Company had six subsidiaries, namely, MT Education Services Pvt. Ltd., Lakshya Educare Pvt. Ltd., Chitale''s Personalised Learning Pvt. Ltd., Sri Gayatri Educational Services Pvt. Ltd., Robomate Edutech Pvt. Ltd., Letspaper Technologies Pvt. Ltd.

During the year under review, Lakshya Forum For Competitions Pvt. Ltd. has ceased to be a subsidiary of the Company on account of Amalgamation with Lakshya Educare Pvt. Ltd. vide NCLT order dated August 17, 2017. The Company does not have any associate or joint venture companies.

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

In accordance with Ind AS-110 Consolidated Financial statements read with Ind AS-28 Investment in Associates & joint ventures and Ind AS-31 Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report as per Ind As format.

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

CORPORATE GOVERNANCE AND POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this Annual Report. The Chairman and Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations and the said certificate is contained in this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

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

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors and Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction

Policy and Remuneration Policy. All these policies and codes have been uploaded on Company''s corporate website www.mteducare.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company''s corporate website www.mteducare.com.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 read with Schedule VII of the Companies Act, 2013, your Company has constituted Corporate Social Responsibility Committee comprising of 3 (Three) Directors i.e. Mr. Uday Lajmi, Independent Director as Chairman, Dr. Chhaya Shastri, Non-Executive Director and Mr. Mahesh Shetty, Executive Director as its Members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

As part of its initiative under the Corporate Social Responsibility (''CSR'') the Company has undertaken project of coaching 12,363 students of Standard IX and 10,558 students of Standard X (English / Hindi / Marathi and Urdu medium) of 158 BMC Schools across Mumbai. The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The Company has been conducting Free Grade Improvement Classes for students of Standard X with a vision to achieve 100% results in BMC schools, since last 8 years and over the years the Company has coached approximately 75,000 under-privileged children. Under this project, we mentor, guide and coach the students of Standard IX and X encouraging them to pursue qualitative education and lead a dignified life.

The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure forming part of this Report. Apart from the CSR Activities under the Companies Act, 2013 the Company continues to voluntarily support the following social initiatives / NGO''s like (a) Aasara, (b) AmchaGhar, (c) Justice Chainani Old Age Home etc. to name a few.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 6 Directors including 3 (three) Non-Executive-Independent Directors, 2 (two) other Non-Executive Directors and 1 (one) Executive Director. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2017-2018, your Board met 6 (six) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Mahesh Shetty, Chairman and Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing Annual General Meeting for consideration / approval of the members for your consideration and approval.

Changes in the Key Managerial Personnel (KMP) during the year.

Name of the KMP	Appointment / Resignation/ No change	With effect from
Mr. Mahesh R. Shetty Chairman and Managing Director	No Change	N.A.
Mr. Sanjay Sethi Chief Financial Officer	Resignation	May 31,2017 (Close of the business hour)
Mr. Sandesh Naik Chief Financial Officer	Appointment	November 30, 2017
Mr. Dinesh Darji Company Secretary	Resignation	November 30, 2017 (Close of the business hour)
Mr. Raju Bamane Company Secretary	Appointment	November 30, 2017
Mr. Raju Bamane Company Secretary	Resignation	February 23,2018 (Close of the business hour)

Subsequent to resignation of Mr. Raju Bamane as the Company secretary & Compliance officer w.e.f February 23, 2018, Mr. Sandesh Naik, Chief Financial Officer was appointed as the Compliance officer of the Company at the Board Meeting of the Company held on May 29,2018.

The information as required to be disclosed under the Listing Regulations in case of re-appointment of the director is provided in Report on Corporate Governance annexed to this report and in the notice of the ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

BOARD EVALUATION

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

BOARD COMMITTEES

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

AUDITORS

The Statutory Auditors M/s. MSKA & Associates, Chartered Accountants, Mumbai (Firm Registration No. 105047W) (formerly known as M/s. MZSK & Associates) were appointed at the tenth Annual General Meeting (''AGM'') of the Company held on September 28, 2016. Accordingly, M/s. MSKA & Associates, Chartered Accountants shall hold office from the conclusion of tenth AGM for a term of consecutive five years till conclusion of fifteenth AGM which shall be subject to the ratification of their appointment by the members at every AGM.

Your Company has received confirmation from the Auditors to the effect that their appointment, with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014.

In accordance with Section 139 of the Companies Amendment Act, 2017, notified w.e.f May 7, 2018, by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Hence, M/s. MSKA & Associates shall continue as Statutory Auditors for the remaining period of the term until the conclusion of fifteenth Annual General Meeting of the Company. Though, as a good corporate governance practice we have placed the resolution of ratification of statutory auditors M/s. MSKA & Associates for the period from tenth Annual General Meeting (''AGM'') to fifteenth Annual General Meeting (''AGM'') for the approval of members which form part of notice annexed to the Annual Report.

COST AUDITOR

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

Your Directors had, on the recommendation of the Audit Committee and on ratification of its Members appointed M/s Joshi Apte & Associates, Cost Accountants (Firm Registration No 00240) for conduct of audit of the cost records of the Company for the financial year 2018-19.

SECRETARIAL AUDITOR

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

The reports of Statutory Auditor, Cost Auditor and Secretarial Auditor do not contain any qualification, reservation or adverse remarks. The reports of Statutory Auditor, Secretarial Auditor forming part of this Annual report. During the year the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 12 to the Standalone Financial Statements.

ii. Transactions with Related Parties:

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

iii. Risk Management:

The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

iv. Internal Financial Controls:

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

v. Deposits:

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

vi. Extract of Annual Return:

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

vii. Sexual Harassment:

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

viii. Regulatory Orders:

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

ix. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) I ssue of equity shares with differential rights as to dividend, voting or otherwise.

b) I ssue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

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

- Conservation of energy

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

- Technology absorption

During the year, the Company has not absorbed or imported any technology.

- Foreign exchange earnings and outgoings

During the year, there were Rs. 27.68 Lakhs Foreign Exchange Earnings and the Foreign Exchange outgo stood at Rs. 25.63 Lakhs.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended March 31, 2018.

The particulars of employees in compliance of provisions of Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. Details of remuneration of Top 10 employees will be provided to the shareholders upon a receipt of written request duly signed, at the Registered Office of the Company. The above referred Annexure is also available for inspection by members at the Registered Office of the Company, for a period of 21 days before the ensuing 12th AGM and up to the date of the AGM between 11.00 a.m. and 1.00 p.m. on all working days (except Saturday and Public Holidays).

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

ACKNOWLEDGMENTS

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board

Mahesh Shetty Naarayanan Iyer

Chairman and Managing Director Director

DIN: 01526975 DIN: 00295246

Place: Mumbai

Date: June 05, 2018

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the Ninth Annual Report and audited accounts for the financial year ended March 31, 2015.

Financial Results

Following is the summary of standalone financial performance of the Company during the year under review

Rs. in lakhs Particulars 2014-15 2013-14 Fees 17,992.69 17,647.07

Operating Income 1,913.95 631.46

Revenue from operations (net) 19,906.64 18,278.53

Total Expenses 15,451.29 14,025.44

Earnings before Interest, Tax, 4,455.35 4,253.09

Depreciation, Amortisation and exceptional items

Less: Financial Expenses 409.88 0

Less: Depreciation & 828.47 1,205.08 Amortization

Add: Other Income 706.21 264.10

Profit before exceptional items 3,923.21 3,312.11 and tax

Provision for tax:

Current tax 1,320.78 1,167.98

Deferred tax (183.51) (55.23)

Profit after tax 2,785.94 2,199.36

Available for Appropriations 2,785.94 2,199.36 Appropriation:

Interim Dividend 238.76 895.25

DDT on Interim Dividend 48.80 152.16

Proposed Final Dividend 816.33 0

DDT on Final Dividend 163.22 0

Transactional Provision for 328.92 0 Depreciation

Transfer to General Reserve 1,189.91 1,151.95

2,785.94 2,199.36

Operations

The fees collected, after considering discount and concessions stood at Rs. 17,992.69 lakhs as against Rs. 17,647.07 lakhs for the previous year registering an increase of around 1.96 %. The operating income stood at Rs. 1,913.95 lakhs (Previous year Rs. 1,201.36 lakhs). Earnings before interest, depreciation, tax and amortization (EBIDTA) increased by around 4.75 % and stood at Rs. 4,455.35 lakhs as compared to previous year's figure of Rs. 4,253.09 lakhs. Profit after tax increased by 26.67 % from Rs. 2,199.36 lakhs in the previous year to Rs. 2,785.94 lakhs in the current year.

Dividend

During the financial year 2014-15, your Directors have declared and paid an interim dividend of Re.0.60 (6.00 %) per equity shares of Rs. 10/- each on a paid-up share capital of Rs. 39,79,41,400 divided into 3,97,94,140 Equity shares. The total dividend payout, including dividend distribution tax of Rs. 47.74 lakhs was Rs. 286.50 lakhs.

Your Directors recommended a final dividend of 20.5% i.e. Rs. 2.05 per equity shares of the face value of Rs. 10/- each aggregating to Rs. 979.54 lakhs including dividend distribution tax of Rs. 163.22 lakhs.

Share Capital

The Paid-up Equity Share Capital as at 31st March, 2015 stood at Rs. 3,979 lakhs. During the year under review, the Company has not issued any shares with differential voting rights. Company implemented the Employee Stock Options Scheme "ESOP 2011 - II" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2015 are provided in Annexure 1 to this Report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of this Annual Report.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standard viz. AS-21 (Consolidated Financial Statements) issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

Performance of Subsidiary Companies

MT Education Services Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 132.33 Lakhs (Previous Year Rs. 44.38 Lakhs). Profit after tax / (loss) for the year stood at Rs. 28.99 Lakhs (Previous Year Rs. (19.45) Lakhs).

Chitale's Personalised Learning Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 389.52 Lakhs (Previous Year Rs. 385.39 Lakhs). Profit after tax/(loss) for the year stood at Rs. 87.59 Lakhs (Previous Year Rs. (30.62) Lakhs)

Lakshya Educare Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 1,420.21 Lakhs (Previous Year Rs. 417.47 Lakhs). Profit after tax / (loss) for the year stood at Rs. 290.66 Lakhs (Previous Year Rs. (53.24) Lakhs)

Lakshya Forum for Competitions Pvt. Ltd.

The gross revenue of the Company for the financial year 2014-15 stood at Rs. 1,233.91 Lakhs (Previous Year Rs. 1,241.19 Lakhs). Loss for the year stood at Rs. 286.98 Lakhs (Previous Year Rs. 20.35 Lakhs)

Sri Gayatri Educational Services Pvt. Ltd

The Company was incorporated on 18/06/2014.The Company did not generate any revenue during the financial year 2014-15. The Loss stood at Rs. 0.51 Lakhs.

Corporate Governance

As per Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE), a separate section on corporate governance practice followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure 2 and forms an integral part of this Report.

Directors

In accordance with the provision of Section 152 of the Companies Act, 2013 and Company's Articles of Association Mr. Naarayanan Iyer, Director of the Company retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

All Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Key Managerial Personnel

During the year under review, your Company has appointed following personnel as Key Managerial Personnel

Sr. Name of the Person Designation No

1 Mr. Mahesh R. Shetty Chairman & Managing Director

2 Mr. Yagnesh Sanghrajka Chief Financial Officer

3 Mr. Ashwin M. Patel Company Secretary

Board Evaluation

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committee, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

Particulars of Loans, Guarantee and Investments by the Company:

Details of Loans, Guarantees and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in notes to Financial Statements.

Whistle Blower Policy

The Company has a Whistle Blower Policy to report genuine concern or grievance. The Whistle Blower Policy has been posted on the website of the Company (www.mteducare.com)

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel, and Senior Management of the Company. The policy also lays down the criteria for selection and appointment of Board Members. The details of this policy are given in the Corporate Governance Report.

Related Party Transactions

All transactions entered into with Related Parties for the year under review are on arm's length basis and in the ordinary course of business and that the provision of Section 188 of the Companies Act, 2013 are not attracted. Further, there are no Material Related Party Transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has entered into transactions with related parties as entered in Form No. AOC-2 annexed to this report as Annexure 5. Your Company has developed Standard Operating Procedure for identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature.

The Policy on Related Party Transaction has been uploaded on the website of the Company. The web link of the same has been provided in the Corporate Governance Report. None of the Directors have any pecuniary relationship of transactions vis-a-vis the Company.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Directors Responsibility Statement

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

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

(v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year;

(vi) that the Directors have devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

M/s. Shaparia Mehta & Associates LLP, Chartered Accountants, (Firm Registration No. 112350W/W-100051), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16.

As required under the provision of Section 139 of the Companies Act, 2013 the Company has received written confirmation from M/s. Shaparia Mehta & Associates LLP that their appointment, if made, would be in conformity with the limits prescribed in the said Section.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Audit

As per the requirement of the Central Government and pursuant to the provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been required to maintain cost records to drive in transparency and keep a check on its costing. The notification classified four broad sectors for which cost records need to be maintained and cost audit filed with the government, one of them being companies operating in areas involving public interest such as railway or tramway locomotives; mineral products including cement and companies engaged in education services etc.

The Board of Directors on the recommendation of the Audit Committee have appointed M/s Joshi Apte & Associates, Cost Accountants (Registration No. 00240) as Cost Auditor to audit the Cost Account of the Company for the financial year 2014-15 at a remuneration of Rs. 1,25,000 (Rupees One Lakh Twenty Five Thousand only) plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013 a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Secretarial Audit

Pursuant to the provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Paresh G. Shah, Company Secretary in Practice (C.P.No 7115) to undertake Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure 3 and forms integral part of the Report.

Internal Control System and their Adequacy

Your Company has an effective internal control and risk-mitigation system, which are assessed and strengthened with new / revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and modalities of operation. The Internal Audit is entrusted to M/s Mukund N. Chitale & Co., Chartered Accountants. The main trust of the audit is to test and review controls, appraisal of risk and business process.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism.

The Audit Committee, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit.

Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with Clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Corporate Social Responsibility

As part of its initiative under the Corporate Social Responsibility ('CSR') the Company has under taken project of coaching 14,000 students of Standard IX and 9,200 students of Standard X (English / Hindi / Marathi and Urdu medium) of 130 BMC Schools across Mumbai. The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 forming part of this Report. Apart from the CSR Activities under the Companies Act, 2013 the Company continues to voluntarily support the following social initiatives / NGO's like (a) Aasara , (b) Amcha Ghar, (c) Vanvashi Kalyan Ashram, (d) Navjivan Arogya Sanstha, (e ) Bal Kalyan Nagari etc. to name a few.

Environment and Safety

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment.

As required by the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is informed to the concerned and also placed on the intranet for the benefits of its employee. During the year under review, no complaints were reported to the Board.

Human Resource and Industrial Relations

The Company takes pride in the commitment, Competence and dedication shown by its employee and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs /Teacher training workshops to upgrade skills of managers / Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff.

The Company is dedicated to enhancing and retaining top talent through superior learning and organizational development, as this being the pillar to support the Company's growth and sustainability in the future.

Statutory Information

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company.

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs. 31.14 lakhs - (Previous year Rs. 204.80 lakhs) Outgo: Rs. 9.13 lakhs (Previous year Rs. 275.82 lakhs) 4 persons employed throughout the year were in receipt of remuneration of Rs. 60 lakhs per annum or more amounting to Rs. 320 lakhs and no persons were employed for the part of year who were in receipt of remuneration of Rs. 5 lakhs per month or more. During FY 2014-15 the Company had 2500 Employees including 1200 Visiting Faculties.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is given in a separate Annexure to this Report.

The above Annexure is not being sent with this Report to the members of the Company in line with the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 9th Annual General Meeting and up to the date of the ensuing Annual General Meeting between 11.00 a.m. and 1.00 p.m. on all working days (except Saturday, Sunday and Public Holidays).

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company.

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit Rules), 2014.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

Code of Conduct Compliance

A declaration signed by the Chairman and Managing Director affirming compliance for the Financial Year 2014-15, with the Company's Code of Conduct by the Directors and Senior Management as required under Clause 49 of the Listing Agreement with Stock Exchanges, is annexed and forms part of the Directors' Report.

Cautionary Statement

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Appreciation

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

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

For and on behalf of the Board of Directors

Place: Mumbai Mahesh R. Shetty Date: May 13, 2015 Chairman and Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Eight Annual Report and audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

Following is the summary of financial performance of the Company during the year under review (Rsin lakhs)

Particulars 2013-14 2012-13

Fees 17,077.17 14,759.14

OperatingIncome 1,201.36 654.26

Revenue from operations(net) 18,278.53 15,413.40

TotalExpenses 14,025.44 12,477.53

Earnings before Interest,Tax, Depreciation, Amortisation andexceptional items 4,253.09 2,935.87

Less: Financial Expenses 0 0

Less: Depreciation & Amortization 1,205.08 833.50

Add: OtherIncome 264.10 483.01

Profit before exceptional items and tax 3,312.11 2,585.38

Provision for tax: Currenttax 1,158.83 774.00

Current tax relating to prior year 9.15 (23.13)

Deferredtax (55.23) (1.38)

Profit aftertax 2,199.36 1,835.89

Available forAppropriations 2,199.36 1,835.89

Appropriation: Interimdividends 895.25 793.30

Dividend distributiontax 152.16 131.77

Transfer to GeneralReserve 1,151.95 910.82 2,199.36 1,835.89

OPERATIONS

The fees collected, after considering discount and concessions stood at Rs. 17,077.17 lakhs as against Rs. 14,759.14 lakhs for the previous year registering an increase of around 15.71%. The operating income stood at Rs. 1,201.36 lakhs (Previous year Rs. 654.26 lakhs). Earnings before interest, depreciation, tax and amortization (EBIDTA) increased by around 44.87% and stood at Rs. 4,253.09 lakhs as compared to previous year''s figure of Rs. 2,935.87 lakhs. Profit after tax increased by 19.80% from Rs.1835.89 lakhs in the previous year to Rs. 2,199.36 lakhs in the current year.

DIVIDEND

During the financial year 2013-14, your Directors have declared first interim dividend of Rs. 1 (10.00%) per equity shares of Rs. 10/- each on a paid-up share capital of Rs. 39,78,21,870 divided into 3,97,82,187 Equity shares and second interim dividend of Rs. 1.25 (12.50%) per Equity share of Rs. 10/- each, on a paid-up share capital of Rs. 39,79,41,400 divided into 3,97,94,140 Equity shares ofRs. 10/- each.

The total dividend payout for first and second interim dividend, including dividend distribution tax of Rs. 152.16

lakhs (previous year Rs. 131.77 lakhs) would absorb Rs. 1047.41 lakhs (previous year Rs. 925.07 lakhs)

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employee Stock Options Scheme "ESOP 2011 - M" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2014 are provided in Annexure 1 to this Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of this Annual Report.

CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chairman and Managing Director affirming compliance for the Financial Year 2013-14, with the Company''s Code of Conduct by the Directors and Senior Management as required under Clause 49 of the Listing

Agreement with Stock Exchanges, is annexed and forms part of the Directors'' Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on accounting for investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of subsidiary of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

Dr. Chhaya Shastri, Directors of the Company retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors make the following statement:

(i) that in the preparation of the annual accounts for the year under review, all applicable accounting standards have been followed and there are no material departures from the same;

(ii) that the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the prof it for the period April 1, 2013 to March 31,2014;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts of the Company on a ''going concern'' basis; and

(v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year.

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. Shaparia & Mehta to the effect that their appointment as Auditors, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 141 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 (the "Act"), read with the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this Report. Having regard to the provisions of Section 219(1) (b) (iv) of the Act, the Directors Report and Accounts are being sent to the shareholders, excluding the statement giving particulars of employees under Section 217 (2A) of the Act. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company.

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs. 204.80 lakhs - (Previous year Rs. 303.70 lakhs) Outgo: Rs. 275.82 lakhs (Previous year Rs. 260.09 lakhs)

PUBLIC DEPOSITS

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

KEY DEVELOPMENT(S) IN FY 2013-14

a. Arrangement with Chetana Publications: Your Company has entered into distribution and marketing agreement with Chetana Publications Private Limited ("Chetana"), a leading name in publishing and distribution of educational content. The arrangement involves distribution and marketing by Chetana of all co-branded study materials under the name "Master Key" jointly developed by both parties. In addition, Chetana, through its strong marketing distribution network across Maharashtra, shall introduce and sell pioneering products developed by MT Educare, viz "Robomate"- an innovative solution that makes revision study material easily available to school students through recorded lectures based on apps that can run on home computers / laptops and also be downloaded on smartphones and tablets.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The

Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

APPRECIATION

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

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

For and on behalf of the Board of Directors

Place:Mumbai Mahesh R.Shetty Date:14th May,2014 Chairman and Managing Director

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Seventh Annual Report and audited accounts for the financial year ended 31 March, 2013.

FINANCIAL RESULTS

The following is the summary of financial performance of the Company during the year under review

Rs.in lakhs

Particulars FY 2012-13 FY 2011-12

Direct Income 14,759.14 12,491.11

Operating Income 654.26 341.09

Total Income 15,413.40 12,832.20

Total Expenses 12,477.53 10,450.91

Earnings before Interest, Tax, 2,935.87 2,381.29 Depreciation, Amortisation and exceptional items

Less: Financial Expenses 0 4.79

Less: Depreciation & Amortisation 833.50 763.81

Add: Other Income 483.01 404.49

Profit before exceptional items and 2,585.38 2,017.18 tax

Provision for tax:

Current Tax 774.00 731.00

Current Tax relating to prior years (23.13) 5.85

Deferred Tax (1.38) (96.40)

Profit afer tax 1,835.89 1,376.73

Prior Period Items 0.00 0.01

Available for Appropriations 1,835.89 1,376.74

Appropriation:

Interim dividends 793.30 177.97

Dividend Distribution Tax 131.77 28.87

Transfer to General Reserve 910.82 1,169.90

1,835.89 1,376.74

OPERATIONS

The fees collected, afer considering discount and concessions stood at Rs. 14,759.14 lakhs as against Rs. 12,491.11 lakhs for the previous year registering an increase of around 18.16%. The operating income stood at Rs. 654.26 lakhs (Previous year Rs. 341.09 lakhs). Earnings before interest, depreciation, tax and amortisation (EBIDTA) increased by around 23.29% and stood at Rs. 2,935.87 lakhs as compared to previous year''s figure of Rs. 2,381.29 lakhs. Profit afer tax increased by 33.35% from Rs. 1,376.73 lakhs in the previous year to Rs. 1,835.89 lakhs in the current year.

DIVIDEND

Your Directors have declared Second Interim dividend of Rs. 1 (10.00%) per Equity share for the financial year ended 31 March, 2012, on a share capital of Rs. 39,78,21,870 divided into 3,97,82,187 Equity shares of Rs. 10/- each for the financial year ended 31 March, 2013

The total dividend payout including Dividend Distribution Tax of Rs. 131.77 lakhs (previous year Rs. 28.87 lakhs) will absorb Rs. 925.07 lakhs (previous year Rs. 206.84 lakhs)

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employee Stock Options Scheme "ESOP 2011 – II" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March, 2013 are provided in Annexure 1 to this Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the listing agreement, entered into with The BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on accounting for investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Afairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Ofice of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of subsidiary of the Company are covered in Management''s Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

Mr. Uday Lajmi, Mr. Yatin Samant and Mr. Naarayanan Iyer, Directors of the Company retire by rotation and being eligible, ofer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year under review, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at 31 March, 2013 and of profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and suficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Statutory Auditors of the Company, hold ofice till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. Shaparia & Mehta to the efect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Ofice of the Company.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs. 303.70 lakhs - (Previous year Rs. 278.53 lakhs)

Outgo: Rs. 260.09 lakhs (Previous year Rs. 195.24 lakhs)

PUBLIC DEPOSITS

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

SALE OF PLAY SCHOOL BUSINESS

Your Company entered into an a Business Purchase Agreement dated 25 October, 2012 with Tree House Education and Accessories Limited (Tree House) for sale / transfer of Company''s Play school business, consisting of six centres, carried under the brand "Global Champs" as a going concern, including all the rights and liabilities relating to the play school division, assets, intellectual property rights and all ancillary and consequential rights arising therefrom. The Scrutiniser''s Report on Postal ballot, approving the Resolution was taken on record in the Board meeting held on 2 November, 2012 and accordingly the play school business was transferred to Tree House on 13 December, 2012.

TERMINATION OF JOINT VENTURE WITH HT LEARNING CENTRES LTD

During the year under review, the joint venture between HT Learning Centres Ltd and MT Education Services Private Limited, your Company''s Wholly Owned Subsidiary was terminated and the entire investment in joint venture was received back.

IMPLEMENTATION OF SAP

Your Company implemented SAP for tracking real-time admissions data for ensuring higher operational excellence. SAP is expected to improve the quality of internal and external financial reporting and curtail the time required for finalising of accounts. Automated business support processes, especially, revenue recognition for the wide variety of courses ofered, have eliminated manual work, thus reducing the workload of individual employees. The budgeting feature is also likely to improve eficiencies and lead to cost savings in future.

ACQUISITION OF 51% STAKE IN LAKSHYA

Your Company acquired 51% stake in Lakshya Forum for Competitions Private Ltd ("Lakshya"), a leading North India based IIT Entrance teaching institute, to capitalise and get the first mover advantage under the new IIT Entrance exam pattern and to establish your Company''s foothold in North India tutoring market, as their oferings are synergistic and complementary to your Company''s services in the Science section. With Lakshya''s strong domain expertise in the new advanced IIT exam pattern, MT Educare''s Science section now ofers the entire end to end training to all its students aspiring for Boards, the JEE Mains as well as the JEE Advanced and Medical examinations for a successful career in the engineering and medical stream.

INAUGURATION OF STATE OF THE ART PRE-UNIVERSITY COLLEGE AT MANGALORE

Your Company forayed into formal education with the launch of Mahesh Pre-university College ("College") at Mangalore. The College is an exemplary work of modern architecture, a four storey 75,000 sq. f. structure, with all round glass façade having 40 spacious technologically well-equipped centrally air-conditioned classrooms which can accommodate 3,000 students, a spacious library and terrace garden, 4 well equipped laboratories and various staf and discussion rooms. It will act as a proof of concept for the other college tie-ups within the state and demonstrates your Company''s commitment to the growing engineering and medical test prep market in the entire state of Karnataka.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

APPRECIATION

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

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

For and on behalf of the Board of Directors

Place: Mumbai Mahesh R. Shetty

Date: 15 May, 2013 Chairman and Managing Director

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Mar 31, 2012

The Directors are pleased to present the Sixth Annual Report and audited accounts for the financial year ended 31 March, 2012.

FINANCIAL RESULTS

The following is the summary of financial performance of the Company during the year under review

(Rs. in lakhs)

Particulars 2011-12 2010-11

Fees 12,491.11 10,243.16

Operating income 341.09 280.87

Revenue from operations 12,832.20 10,524.03

Total expenses 10,450.91 8,594.82

Earnings before interest, tax, depreciation and amortisation 2,381.29 1,929.21

Less: Financial expenses 4.79 0.22

Less: Depreciation & amortisation expenses 763.81 830.23

Add: Other Income 404.49 207.72

Profit before tax 2,017.18 1,306.48

Provision for tax:

Current tax 731.00 576.00

Current tax relating to prior years 5.85 0.00

Deferred tax (96.40) (95.31)

Profit for the year FY 2011-12 1,376.73 825.79

Prior period items 0.01 0.00

Profit available for appropriations 1,376.74 825.79

Appropriation:

Proposed dividend 177.97 140.69

Dividend Distribution Tax 28.87 22.82

Transfer to General Reserve 1,169.90 662.28

1,376.74 825.79

OPERATIONS

The fees collected, after considering discount and concessions stood at Rs.12,491.11 lakhs as against Rs.10,243.16 lakhs for the previous year registering an increase of around 21.94%. The operating income stood at Rs.341.09 lakhs (Previous year Rs.280.87 lakhs). Earnings before interest, depreciation, tax and amortisation (EBIDTA) increased by around 23.43% and stood at Rs.2,381.29 lakhs as compared to previous year's figure of Rs.1,929.21 lakhs. Profit after tax increased by 66.72% from Rs.825.79 lakhs in the previous year to Rs.1,376.73 lakhs in the current year.

Of the total Direct Income for FY 2011 -12,48.07% was contributed by School division, 21.03% by Commerce division, 25.98% by Science division and the balance 4.92% was contributed by other ventures.

DIVIDEND

Your Directors have recommended a dividend of Rs.0.45 (4.5%) per Equity share (previous year Rs.0.40 per Equity Share) for the financial year ended 31 March, 2012, on a share capital of Rs.39,54,78,720 divided into 3,95,47,872 Equity shares of Rs.10/- each.

The total dividend payout including Dividend Distribution Tax of Rs.28.87 lakhs (previous year Rs.22.82 lakhs) would absorb Rs.206.84 lakhs (previous year Rs.163.51 lakhs).

EMPLOYEE STOCK OPTION PLAN

The Company implemented the Employee Stock Options Scheme "ESOP 2011 - II" in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines"). The applicable disclosures as stipulated under the SEBI Guidelines as at 31 March 2012 are provided in Annexure 1 to this Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the listing agreement with the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE) is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary company are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. Details of subsidiary of the Company are covered in Management's Discussion and Analysis Report forming part of the Annual Report.

DIRECTORS

Dr. Chhaya Shastri, Mr. Cyrus Driver & Ms. Drushti Desai, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year under review, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of profit of the Company for the year ended on that date;

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

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

The Company has received letter / certificate from M/s. Shaparia & Mehta to the effect that their appointment as Auditors, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. Having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company

ii. Foreign Exchange Earnings and Outgo:

Earnings: Rs.278.53 lakhs - (Previous year Rs.131.08 lakhs) Outgo: Rs.195.24 lakhs (Previous year Rs.25.25 lakhs)

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

INCREASE IN THE PAID-UP SHARE CAPITAL

In the extraordinary general meeting held on 13 April, 2011, the shareholders approved (a) the issue of 140,886 options under the Scheme titled "ESOP 2011-1", convertible into 140,886 Equity shares of Rs.10 each and (b) the issue of 680,966 Equity Shares at a consideration of Rs.10 per Equity Share to the Associate Trust. The Company has on 2 June, 2011 allotted 680,966 Equity Shares to the Associate Trust and the options granted have been exercised and converted into 140,886 equity shares, as a result of which the share capital of the Company has increased from Rs.343,510,200 divided into 34,351,020 equity shares of Rs.10 each to Rs.351,728,720 divided into 35,172,872 equity shares of Rs.10. For more details please refer note 3.5 of the Notes forming part of the financial statements.

APPRECIATION

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

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

For and on behalf of the Board of Directors

Place: Mumbai Mahesh R. Shetty

Date: 26 May, 2012 Chairman and Managing Director

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Mar 31, 2011

To The Members of MT Educare Ltd

The Directors are pleased to present the fifth report and audited statement of accounts of the Company for the financial year ended on March 31, 2011.

FINANCIAL RESULTS

The following is the summary of financial performance of the Company during the year under review

Particulars (2010-11) 2009-10 (Rs.)

Direct Income 1,024,316,223 827,551,116

Operating Income 23,547183 4,903,510

Total Income 1,047,863,406 832,454,626

Profit before" Interest, Depreciation' and Amortisation 189,230,971 124,970,707

Less: Finial Expenses 1,180,748 2,073,544"

Less: Depreciation £ Amortization 83,023,159" 78,727,928"

Add: Non-Operating income 25 621684' 25,460,502

Profit before Tax" 130,648,748 69,629,737

Provision for tax:

Current Tax 57,600,000 38730,000

Deferred Tax (9,530,878) (16,633,052)

Profit after tax 82,579,626 47,532,789

Balance brought forward from previous year 0 0

Available for Appropriations 82,579,626 47,532,789

Appropriation:

Proposed dividend " 14,069,152 0

Dividend transfer Tax 2,282,368" 0

-Transfer d to General Reserve 66,228,106 47,532,789

82,579,626 47,532,789

DIVIDEND

Your directors are pleased to recommend dividend of Rs.0.40 (4%) per Equity Share on a share capital of Rs.351,728,720 divided into 35,172, 872 Equity shares of Rs.10/- each for the financial year ended 31st March, 2011

The total dividend payout including Dividend Distribution Tax of Rs. 2,282,368 (previous year - Nil) would absorb Rs.16,351,520 (previous year - Nil).

OPERATIONS

The fees collected, after considering discount and concessions stood at Rs.1,024,316,223 as against Rs.27,551 #116 for the previous year registering an increase of around 24%. The operating income stood at Rs. 23,547,183 (Previous year Rs.4,903,510). Earnings before Interest, Depreciation, Tax and Amortisation (EBIDTA) increased by around 51 % and stood at 189,230,971 as compared to previous year's figure of Rs 124,970,707. Profit after tax increased by 73 % from X 47,532,789 in the previous year to Rs.82,579,626 in the current year. of the total Direct Income for 2010-11, 45 % was contributed by State Board, 20% by Commerce division, 24% by Science division and the balance 11 % was contributed by other ventures.

ISSUE OF BONUS SHARES

At the Extra Ordinary General Meeting of the members of the Company held on 5th April, 2010 Ordinary resolution for issuance of Bonus shares to the shareholders in the proportion of 32 (Thirty) Equity Shares for every 1 (One) Equity share was approved. In the meeting of the Board of Directors of the Company held on 7th April, 2010, 3,33,10,080 Equity shares of Rs.10 each were allotted as Bonus shares to the respective shareholders by utilization of General Reserve.

ACQUISITION AGREEMENT

Your Company has entered into an acquisition agreement (the "Acquisition Agreement") with Parag Chitale, Reshma Chitale and Sanjaya Singh Misra on January 22, 2011 for the acquisition of Chitale's Personalised Learning Private Limited ("CPLPL") which is engaged in the business of conducting coaching classes for students appearing for MBA entrance exams. As per the terms of Acquisition Agreement, your Company has acquired 51% of the fully paid up share capital of CPLPL by subscribing to 41,633 equity shares at price of Rs.288.23 per share aggregating to Rs 12,000,000. Pursuant to conditions precedent laid down in the Acquisition Agreement, the MBA test preparation business operated by Chitale's Personalised Learning Centre a proprietorship firm of Parag Chitale, has been transferred from to CPLPL with effect from June 30, 2010. With effect from February 1, 2011, CPLPL has become subsidiary of your Company.

PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposits from the public or the shareholders.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed;

(ii) they have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year 2010-11 and of profit of the company for that period;

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

(iv) they have prepared the annual accounts for the year ended on March 31, 2011 on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company Dr. Chhaya Shastri, Mr. Cyrus Driver, Ms. Drushti Desai, Mr. Yatin Samantand Mr. Uday Lajmi appointed as Additional Directors shall hold office as Directors till the ensuing Annual Genera! Meeting. The Company has received notice of candidature for Directorship from the said Directors. Further. Mr. Naarayanan Iyer, Director of the Company shall be liable to retire by rotation and being eligible offer himself for re-appointment.

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

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

i. Part A & B of the Rules pertaining to Conversation of Energy and Technology Absorption are not applicable to your Company

PERSONNEL

The particulars of employees of the company, in terms of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure 'to this report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is furnished as a part of Directors Report in Annexure:

AUDITORS

M/s. Shaparia & Mehta, Chartered Accountants, Auditors of the Company, shall retire at the ensuing Annual Genera! Meeting and being eligible, offer themselves for re-appointment. The Company has received letter / certificate from M/s. Shaparia & Mehta to the effect that their appointment as Auditors, if made, would be within the limits under Section 224(1B) of the Companies Act, 1956.

EMPLOYEE STOCK OPTION PLAN

The employee stock options of your Company presently operate under two different employee stock options schemes for the employees of your Company, namely ESOP 2011 - I and ESOP 2011 - II. ESOP 2011 - I is not in compliance with the provisions of the SEBI ESOP Guidelines, as your Company, being an unlisted Company, is not required to comply with the provisions thereof. There are no outstanding options under ESOP 2011 - I and your Company does not intend to make any further grant of options under the ESOP 2011 - I. ESOP 2011 - II is in compliance with the SEBI ESOP Guidelines. The details of the ESOP schemes of your Company are as mentioned in Annexure, forming part of the Directors Report.

MT ASSOCIATES TRUST

The MT Associates Trust (the "Associate Trust") is an independent irrevocable trust established by a trust deed dated 13th May, 2011 ("Trust Deed") for the benefit of certain persons associated with your Company through a subsisting valid contract of engagement for their services in their capacity as (i) faculty members across various coaching centers and courses, both full-time and part time; (ii) persons who structure and organize various courses offered by our Company; (iii) persons who manage various coaching centers and/or (iv) provide administrative assistance in relation to the business of our Company (the "Trust Beneficiaries").

Pursuant to the Board and Shareholders' resolutions dated 8th April, 2011 and 13th April, 2011, respectively and the Trust Deed, your Company has on 11th June, 2011 allotted 6,80,966 Equity Shares at a consideration of Rs..10 per Equity Share to the Associate Trust ("Trust Shares"). The Trust Shares shall be held by the Associate Trust, in the name of the Trustee, in trust for and on behalf of the Trust Beneficiaries.

ACQUISITIONS

a. Your Company was holding 18% of the paid-up share capital of MT Education Services Private Limited (MTESPL). It has subsequently, on 7th April, 2011 acquired the balance 82% shares from its existing shareholders, thereby making MTESPL, a wholly owned subsidiary of your Company.

b. Your Company has entered into a Memorandum of Understanding dated 14th May, 2011, for purchase of property situated at Mangalore, for an aggregate consideration of Rs.8,70,00,000, of which the Company has paid a sum of Rs.1,00,00,000.

CHANGE OF NAME OF COMPANY

Pursuant to resolution in terms of Section 31/21 read with Section 44 of the Companies Act, 1956 passed in the Extra Ordinary General Meeting of the Company held on 13/04/2011, name of your Company was changed from MT Educare Private Limited to MT Educare Limited and that the required documents were filed with the Registrar of Companies, Maharashtra, Mumbai.

Your Company is in receipt of Fresh Certificate of Incorporation dated 18th May, 2011 consequent upon Change of Name on conversion to Public Limited Company.

APPRECIATION

Your Directors record their sincere gratitude for the assistance and co-operation provided by Banks, Government Authorities, Customers, Suppliers and Shareholders of the Company.

Your Directors wish to place on record there deep appreciation to all the Visiting Faculty, Lecturers, Employees of MT Educare FAMILY for their hard work commitment, dedicated services and collective contribution.

For and on behalf of the Board of Director

Mahesh R Shetty Dr. Chhaya Shastri

CMD Director