Notes to Accounts of MT Educare Ltd.

Mar 31, 2024

2.14 Provisions, Contingent liabilities, Contingent
assets

Provisions are recognized when there is a present
obligation as a result of a past event, it is probable that
an outflow of resources embodying economic benefits
will be required to settle the obligation and there is
a reliable estimate of the amount of the obligation.
Provisions are measured at the best estimate of the
expenditure required to settle the present obligation
at the Balance sheet date.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to
the liability. When discounting is used, the increase in
the provision due to the passage of time is recognized
as a finance cost.

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

A contingent asset is a possible asset that arises from
past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within
the control of the Company. Contingent asset is
not recognized, but its existence is disclosed in the
financial statements.

2.15 Segment reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to Chief
Operating Decision Maker (CODM) of the Company.
The CODM is responsible for allocating resources and
assessing performance of the operating segments of
the Company.

2.16 Borrowing costs

Borrowings are initially recognised at net of transaction
costs incurred and measured at amortised cost. Any
difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in
the Statement of Profit and Loss over the period of
the borrowings using the effective interest method.

Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes a substantial period of time to get ready for its
intended use or sale are capitalized as part of cost of
asset, if any. All other borrowing costs are expensed
in the period in which they occur.

Borrowing cost includes interest, amortization
of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences
arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the
interest cost.

2.17 Events occurring after the reporting date

Where events occurring after the balance sheet date
provide evidence of conditions that existed as at the
end of the reporting period, the impact of such events
is adjusted within the financial statements. Otherwise,
events after the balance sheet date of material size or
nature are only disclosed.

2.18 Financial instruments

A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability
or equity instrument of another entity.

A. Financial assets

a) Initial recognition and measurement

Financial assets are recognized when
the Company becomes a party to the
contractual provisions of the instrument.
The Company determines the classification
of its financial assets at initial recognition.
All financial assets are recognized initially
at fair value plus transaction costs that are
directly attributable to the acquisition of the
financial asset except for financial assets
classified as fair value through profit or loss.

b) Subsequent measurement

For the purposes of subsequent
measurement, financial assets are classified
in four categories:

i) Debt instruments measured at
amortised cost

ii) Debt instruments measured at fair
value through other comprehensive
income (FVTOCI)

iii) Debt instruments measured at fair
value through profit or loss (FVTPL)

iv) Equity instruments measured at FVTOCI
or FVTPL

Debt instruments

The subsequent measurement of debt
instruments depends on their classification.
The classification depends on the Company''s
business model for managing the financial
assets and the contractual terms of the
cash flows.

i) Debt instruments measured at
amortised cost

Debt instruments that are held for
collection of contractual cash flows
where those cash flows represent
solely payments of principal and
interest are measured at amortised
cost. A gain or loss on a debt investment
that is subsequently measured at
amortised cost and is not part of a
hedging relationship is recognised in
the statement of profit and loss when
the asset is derecognised or impaired.
Interest income from these financial
assets is disclosed as interest income
in the statement of profit and loss using
the effective interest rate method.

ii) Debt instruments measured at
FVTOCI

Debt instruments that are held for
collection of contractual cash flows and
for selling the financial assets, where
the assets cash flows represent solely
payment of principal and interest,
are measured at FVTOCI. Movements
in the carrying amount are taken
through OCI, except for the recognition
of impairment gains or losses and
interest income which are recognised
in statement of profit and loss. When
the financial asset is derecognised,
the cumulative gain or loss previously
recognised in the OCI is reclassified
from equity to statement of profit
and loss. Interest income from these
financial assets is disclosed as interest
income in the statement of profit
and loss using the effective interest
rate method.

iii) Debt instruments measured at FVTPL

Debt instruments that do not meet the
criteria for amortised cost or FVTOCI are

measured at fair value through profit or
loss. Debt instruments which are held
for trading are classified as FVTPL. A
gain or loss on a debt investment that
is subsequently measured at fair value
through profit or loss and is not part of a
hedging relationship is recognised and
presented net in the statement of profit
and loss in the period in which it arises.
Interest income from these financial
assets is included in other income.

iv) Equity instruments

All equity investments in scope of Ind AS
109 are measured at fair value. Equity
instruments which are held for trading
are classified as FVTPL. The Company
may make an irrevocable election to
present in other comprehensive income
subsequent changes in the fair value.
The Company makes such election on
an instrument-by-instrument basis.
The classification is made on initial
recognition and is irrevocable.

If the Company decides to classify an
equity instrument as at FVTOCI, then all
fair value changes on the instrument,
excluding dividends, are recognized
in the OCI. There is no recycling of the
amounts from OCI to the statement
of profit and loss, even on sale of
investment. However, the Company
may transfer the cumulative gain or
loss within equity.

Equity instruments included within the
FVTPL category are measured at fair
value with all changes recognized in the
statement of profit and loss.

B. Derecognition of financial assets

A financial asset is derecognised only when

i) The Company has transferred the rights to
receive cash flows from the financial asset or

ii) retains the contractual rights to receive
the cash flows of the financial asset, but
assumes a contractual obligation to pay the
cash flows to one or more recipients.

Where the Company has transferred an asset, the
Company evaluates whether it has transferred
substantially all risks and rewards of ownership
of the financial asset. In such cases, the financial

asset is derecognised. Where the Company has
not transferred substantially all risks and rewards
of ownership of the financial asset, the financial
asset is not derecognised.

Where the Company has neither transferred
a financial asset nor retains substantially all
risks and rewards of ownership of the financial
asset, the financial asset is derecognised if the
Company has not retained control of the financial
asset. Where the Company retains control
of the financial asset, the asset is continued
to be recognised to the extent of continuing
involvement in the financial asset.

Where the entity has neither transferred a
financial asset nor retains substantially all
risks and rewards of ownership of the financial
asset, the financial asset is derecognised if the
Company has not retained control of the financial
asset. Where the Company retains control
of the financial asset, the asset is continued
to be recognised to the extent of continuing
involvement in the financial asset.

C. Impairment of financial assets

The Company assesses impairment based
on expected credit losses (ECL) model to
the following:

i) Financial assets measured at amortised cost

ii) Financial assets measured at fair value
through other comprehensive income
(FVTOCI)

Expected credit losses are measured through a
loss allowance at an amount equal to

i) the twelve months expected credit losses
(expected credit losses that result from
those default events on the financial
instrument that are possible within twelve
after the reporting date) or

ii) full lifetime expected credit losses (expected
credit losses that result from all possible
default events over the life of the financial
instrument)

For recognition of impairment loss on other
financial assets and risk exposure, the Company
determines that whether there has been a

significant increase in the credit risk since initial
recognition. If credit risk has not increased
significantly, twelve months ECL is used to
provide for impairment loss. However, if credit
risk has increased significantly, lifetime ECL is
used. If, in a subsequent period, credit quality of
the instrument improves such that there is no
longer a significant increase in credit risk since
initial recognition, then the Company reverts to
recognising impairment loss allowance based on
twelve months ECL.

D. Financial liabilities

a) Initial recognition and measurement

Financial liabilities are recognised when
the Company becomes a party to the
contractual provisions of the instrument.
The Company determines the classification
of its financial liability at initial recognition.
All financial liabilities are recognised initially
at fair value plus transaction costs that are
directly attributable to the acquisition of
the financial liability except for financial
liabilities classified as fair value through
profit or loss.

b) Subsequent measurement

For the purposes of subsequent
measurement, financial liabilities are
classified in two categories:

i) Financial liabilities measured at
amortised cost

ii) Financial liabilities measured at FVTPL
(fair value through profit or loss)

i) Financial liabilities measured at amortised
cost

After initial recognition, financial liability
are subsequently measured at amortized
cost using the effective interest rate (EIR)
method. Gains and losses are recognised in
the statement of profit and loss when the
liabilities are derecognised as well as through
the EIR amortization process. Amortized
cost is calculated by taking into account any
discount or premium on acquisition and fee
or costs that are an integral part of the EIR.
The EIR amortisation is included in finance
costs in the statement of profit and loss.

ii) Financial liabilities measured at fair value
through profit or loss (FVTPL)

Financial liabilities at FVTPL include financial
liabilities held for trading and financial
liabilities designated upon initial recognition
as at FVTPL. Financial liabilities are classified
as held for trading if they are incurred for
the purpose of repurchasing in the near
term. Financial liabilities at FVTPL are carried
in the statement of profit and loss at fair
value with changes in fair value recognized
in the statement of profit and loss.

c) Derecognition

A financial liability is derecognised when the
obligation under the liability is discharged
or cancelled or expires. When an existing
financial liability is replaced by another from
the same lender on substantially different
terms, or the terms of an existing liability are
substantially modified, such an exchange or
modification is treated as the derecognition
of the original liability and the recognition
of a new liability. The difference in the
respective carrying amounts is recognised
in the statement of profit and loss.

E. Derivatives

The Company uses interest rate swaps
to hedge its variability in cash flows from
interest payments arising from floating
rate liabilities i.e. when interests are paid
according to benchmark market interest
rates. Derivatives are initially measured at
fair value. Subsequent to initial recognition,
derivatives are measured at fair value, and
changes therein are generally recognised in
the statement of profit and loss.

F. Fair value measurement

The Company measures financial
instruments, such as, investment in debt
and equity instruments at fair value at each
reporting date.

Fair value is the price that would be received
to sell an asset or paid to transfer a liability
in an orderly transaction between market
participants at the measurement date.
The fair value measurement is based on
the presumption that the transaction to
sell the asset or transfer the liability takes
place either:

• in the principal market for the asset or
liability, or

• in the absence of a principal market, in
the most advantageous market for the
asset or liability.

The principal or the most advantageous
market must be accessible to the Company.

The fair value of an asset or a liability is
measured using the assumptions that
market participants would use when pricing
the asset or liability, assuming that market
participants act in their economic best interest.
The Company uses valuation techniques
that are appropriate in the circumstances
and for which sufficient data are available
to measure fair value, maximising the use of
relevant observable inputs and minimising
the use of unobservable inputs.

All assets and liabilities for which fair value
is measured or disclosed in the financial
statements are categorised within the fair
value hierarchy, described as follows, based
on the lowest level input that is significant
to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market
prices in active markets for identical
assets or liabilities

• Level 2—Valuation techniques for which
the lowest level input that is significant
to the fair value measurement is
directly or indirectly observable

• Level 3 — Valuation techniques
for which the lowest level input
that is significant to the fair value
measurement is unobservable.

For assets and liabilities that are recognised
in the financial statements on a recurring
basis, the Company determines whether
transfers, if any, have occurred between
levels in the hierarchy by re-assessing
categorisation (based on the lowest level
input that is significant to the fair value
measurement as a whole) at the end of each
reporting period.

2.19 Investment in subsidiaries

I n its standalone financial statements, the Company
accounts for its investments in subsidiaries at cost.

2.20Significant accounting estimates and judgements

The preparation of financial statements in conformity
with Ind AS requires the Management to make
estimate and assumptions that affect the reported
amount of assets and liabilities as at the Balance
Sheet date, reported amount of revenue and
expenses for the year and disclosures of contingent
liabilities as at the Balance Sheet date. The estimates
and assumptions used in the accompanying financial
statements are based upon the Management''s
evaluation of the relevant facts and circumstances as
at the date of the financial statements. Actual results
could differ from these estimates. Estimates and
underlying assumptions are reviewed on a periodic
basis. Revisions to accounting estimates, if any, are
recognized in the year in which the estimates are
revised and in any future years affected.

Information about assumptions and estimation
uncertainties that have a significant risk of resulting
in a material adjustment within the next financial year
are included in the following notes together with the
accounting policies:

Note - Impairment of assets (both financial and non¬
financial)

Note - Fair value measurement of financial instruments.

(a) Contingencies

In the normal course of business, contingent
liabilities may arise from litigation and other
claims against the Company. Potential liabilities
that have a low probability of crystallising or
are very difficult to quantify reliably, are treated
as contingent liabilities. Such liabilities are
disclosed in the notes but are not provided for
in the financial statements. There can be no
assurance regarding the final outcome of these
legal proceedings.

(b) Useful lives and residual values

The Company reviews the useful lives and
residual values of property, plant and equipment
and intangible assets at each financial year end.

(c) Impairment testing

i) Judgment is also required in evaluating the
likelihood of collection of customer debt after
revenue has been recognised. This evaluation
requires estimates to be made, including the
level of provision to be made for amounts with
uncertain recovery profiles. Provisions are based
on historical trends in the percentage of debts
which are not recovered, or on more detailed
reviews of individually significant balances.

ii) Determining whether the carrying amount of
these assets has any indication of impairment
also requires judgment. If an indication of
impairment is identified, further judgment is
required to assess whether the carrying amount
can be supported by the net present value of
future cash flows forecast to be derived from the
asset. This forecast involves cash flow projections
and selecting the appropriate discount rate.

(d) Tax

i) The Company''s tax charge is the sum of
the total current and deferred tax charges.
The calculation of the Company''s total
tax charge necessarily involves a degree
of estimation and judgment in respect of
certain items whose tax treatment cannot be
finally determined until resolution has been
reached with the relevant tax authority or, as
appropriate, through a formal legal process.

ii) Accruals for tax contingencies require
management to make judgments and
estimates in relation to tax related issues
and exposures.

iii) The recognition of deferred tax assets is
based upon whether it is more likely than
not that sufficient and suitable taxable
profits will be available in the future
against which the reversal of temporary
differences can be deducted. Where the
temporary differences are related to losses,
the availability of the losses to offset against
forecast taxable profits is also considered.
Recognition therefore involves judgment
regarding the future financial performance
of the particular legal entity or tax Company
in which the deferred tax asset has
been recognized.

(e) Defined benefit obligation

The costs of providing pensions and other
post-employment benefits are charged to the
Statement of Profit and Loss in accordance
with Ind AS 19 ''Employee benefits'' over the
period during which benefit is derived from the
employees'' services. The costs are assessed
on the basis of assumptions selected by the
management. These assumptions include salary
escalation rate, discount rates, expected rate of
return on assets and mortality rates. The same is
disclosed in Note 42-, ''Employee benefits''.

(f) Fair value measurement

The fair value of financial instruments that are
not traded in an active market is determined
using valuation techniques. In applying the
valuation techniques, management makes
maximum use of market inputs and uses
estimates and assumptions that are, as far
as possible, consistent with observable data
that market participants would use in pricing
the instrument. Where applicable data is not
observable, management uses its best estimate
about the assumptions that market participants
would make. These estimates may vary from
the actual prices that would be achieved in an
arm''s length transaction at the reporting date.
For details of the key assumptions used and the

impact of changes to these assumptions. The
same is disclosed in Note 44.

(g) Leases

The Company has exercised judgement in
determining the lease term as the non cancellable
term of the lease, together with the impact of
options to extend or terminate the lease if it is
reasonably certain to be exercised. Where the
rate implicit in the lease is not readily available,
an incremental borrowing rate is applied. This
incremental borrowing rate reflects the rate
of interest that the lessee would have to pay
to borrower over a similar term, with a similar
security, the funds necessary to obtain an asset
of a similar nature and value to the right of-
use asset in a similar economic environment.
Determination of the incremental borrowing rate
requires estimation.

3 Recent Pronouncements

Recent Indian Accounting Standards (IND AS)

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued time to time. For the year ended 31
March 2024, MCA has not notified any new standards
or amendments to the existing standards applicable
to the Company

17.1 Nature of security and terms of repayment for secured borrowings:

Term Loan from Axis Bank Limited

Term loan from Axis bank limited is secured by first pari passu hypothecation charge on the entire current assets and
movable assets (except vehicles) of the Company both present and future, pledge of shares owned by the promoter of
the Company and personal guarantee given by the promoter of the Company. The said loan is repayable in 8 Half yearly
installments starting from September 2018. Last Installment was due in February 2022. Rate of interest is 2.50% over
banks 12 months Marginal Cost of Funds based Lending Rate (MCLR).

Term Loan from Prudent ARC Limited assigned from Assets Care and Restructuring Enterprise Limited (ACRE)
(earlier assigned to Assets Care and Restructuring Enterprise Limited (ACRE) from Xander Finance Private
Limited)

Term loan from Xander Finance Private Limited is secured by first pari passu hypothecation charge on the entire current
assets and movable assets of the Company both present and future and personal guarantee given by the promoter of
the Company. The said loan is repayable in 10 half yearly installments starting from October 2018. Last instalment due
in March 2023. Rate of interest is 13.75%.

In financial year 2021-22, borrowings was assigned by Xander Finance Private Limited to Assets Care and Restructuring
Enterprise Limited (ACRE) vide letter dated 23 August 2021. During the year,the borrowings were assigned by Assets Care
and Restructuring Enterprise Limited (ACRE) to Prudent ARC Limited vide letter dated 22 August 2023.

The Company along with its subsidiaries had applied for One Time Restructuring (OTR) in accordance with Resolution
Framework for Covid-19-related Stress issued by Reserve Bank of India dated 06 August 2020, bearing reference number
DOR.No.BP.BC/ 3/21.04.048/2020-21 but was rejected by the lender on 28 June 2021 and accordingly was declared as
Non-Performing Assets (NPA).

The Company has not recognised interest expense w.e.f 01 October 2021 amounting to '' 1,199.75 lakhs (Previous Year
: '' 851.43 lakhs).

17.2 The Company has not submited quarterly statement as the borrowings are considered Non performing asset by
bank and other parties.

17.3 Inter Corporate Deposit from Holding Company viz. Zee Learn Limited, is repayable not later than 31 March 2025
and carries an interest at the rate of 12.50% p.a. Moreover, claims have been filed by the lender under CIRP.

17.4 The Company has not been declared as wilful defaulter by any lender.

17.5 For Related party transactions, Refer note 37.

21.1 Nature of security and terms of repayment for secured borrowings:

I. Overdraft facility from Axis Bank Limited

Overdraft facility from Axis Bank Limited of '' 500 lakhs is secured by first pari passu hypothecation charge on the
entire current assets and movable assets of the Company both present and future Bank Overdraft (carries interest
rate @ 11.20% pa) and is repayable on demand.

The Company has exceeded the limit sanctioned in overdraft facility on various dates in Financial Year 2022-23 and
also in Financial Year 2023-24, considering the unrecognised interest expenses included in note 17.1.

The Company has not submitted quarterly statements as the borrowings are considered as Non Performing asset
by bank and other party.

II. Overdraft facility from ICICI Bank Limited

Overdraft facility from ICICI Bank Limited is equivalent to and secured by fixed deposits (carries interest rate @ 1%
pa over FD interest) and is repayable on demand.

Note: 21.2. Inter Corporate Deposits

Inter Corporate Deposit from Holding Company viz. Zee Learn Limited, is repayable not later than 31 March 2025 and
carries an interest at the rate of 12.50% p.a. Moreover, claims have been filed by the lender under CIRP.

Inter Corporate Deposit from other party is repayble not later than 31 March 2023 and carries an interest at the rate of
12.00% p.a. The lender has filed the claims under CIRP.

Note: 21.3. Nature of security and terms of repayment for secured borrowings and details of delays and default, Refer
note 17

Note 35: Contingent liabilities (contd)

3. Corporate guarantee provided to a party in respect of loan taken by subsidiary Company, Labh Ventures India
Private Limited. Corporate guarantee is utilised for business purposes. The Company has received claims of '' 4,973
lakhs from SVC Cooperative Bank Ltd (SVC) against Land and building including related assets (property) situated at
Mangalore under their possession of Labh Ventures India Private Limited. (Refer note 48)

4. The Company has received legal notices of claims/law suits filed against it related to other matters. In the opinion
of the management, no material liability is likely to arrive on account of such claims/law suits. Amount represents
the best possible estimate. The Company has engaged reputed professionals to protect its interest and has been
advised that it has firm legal position against such disputes.

5 The Company had taken loan from a Bank and other lenders which was secured against the pledge of equity shares
of the Company held by one of its promoters. The pledge was invoked by the lenders and was adjusted against the
dues owed by the Company. Total Amount of shares pledged and Invoked was '' 974.41 lakhs as received by the
Company in Insolvency and Bankruptcy Code, 2016 (IBC) claim from its Promoter Mr. Mahesh Shetty, out of which
'' 293.20 lakhs was pertaining to the Company and has been already provided for in the books of accounts, balance
'' 681.21 lakhs is pertaining to subsidiary Company and has been considered above as contingent liability.

6 The Company has not recognised interest expense amounting to '' 1,199.75 lakhs (excluding penal interest if any)
Refer note 17.1.

7 As per Notice received dated 30 January 2023 from Ministry of Minority Affairs (GOI) (MoMA), the Company has
failed to comply with the Ministry''s guidelines/office orders/terms and conditions mentioned in the MOU and also
the Company failed to furnish satisfactory responses to the Show Cause Notice dated 26 July 2022 received from
Ministry and accordingly the Ministry decided to barred the Company for a period of 5 years from all initiatives /
schemes of MoMA. Additionally, the grants released to the Company by the Ministry would be recovered along with
10% penal interest per annum as mentioned in General Financial Rules (GFR) 2017.

8 The Company has received claims under IBC consequent to NCLT order dated 16 December, 2022 drawn for claims
received upto 1 March 2024 as referred in note 35.1 above. The amount taken as contingent liability is to the extent
of claim amount received from various vendors over and above the liability accounted in the books of accounts.

9 Connect Residuary Private limited (Operational Creditor) had filed petition in NCLT seeking to initiate Corporate
Insolvency Resolution Process (CIRP) against the Company by invoking the provisions of Section 9 of Insolvency and
Bankruptcy code, 2016 read with Rule 6 of Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules,
2016 for resolution of unresolved operational debt of '' 548.62 lakhs, pertaining to which the Company received NCLT
order dated 16 December 2022.

10 The Company received claim from IndusInd Bank towards Guarantee for '' 22.10 lakhs in previous year under IBC.
However, the said claim was rejected by CIRP since the guarantee was already expired as on date on submission
of claims.

Note 35: Contingent liabilities (contd)

35.3

(i) An employee of the Company Mr. Ashish Srivastava had committed fraud against the Company over the past few
years by transferring salaries to the account of non existing employees. In doing such fraudulent transfer, he had
committed falsification of documents.The Company has identified initial fraud of '' 50.00 lakhs (approx) and the matter
is under investigation to determine the final quantum. The Company had terminated the service with immediate
effect and the employee had been asked to repay the amount to the Company by 31 January, 2023. However, out of
total receivable, the Company has only recovered '' 18.00 lakhs till date.

(ii) An employee of the Company Mr. Harshad Kabule had committed fraud, by transferring funds to certain bank
accounts. In doing such fraudulent transfers, he had committed falsification of documents, impersonation and other
criminal acts. The Company had identified fraud of '' 123.00 lakhs (approx) and the matter is under investigation. The
Company had terminated the service with immediate effect and the employee had been asked to repay the amount
to the Company.

Both the above frauds were discovered by the Company during the year ended 31 March 2023.

(e) There are no transactions related to previously unrecorded income that have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.

(f) No proceedings are initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988

(g) Deferred Tax Assets not created on :

(i) Unused tax losses

The Company has unused tax business losses and unabsorbed depreciation of '' 7306.42 Lakhs as at 31 March
2024 (Previous year: '' 6729.99 Lakhs). The losses are available for offsetting for eight years against future taxable
income of the Company. Deferred tax assets of '' 1,525.14 lakhs (Previous year: '' 1380.06 Lakhs) has been not
recognised in respect of unused tax losses of '' 6,059.37 lakhs (Previous year: '' 5482.94 Lakhs) in absence of
convincing evidence to generate sufficient future taxable profits. Significant management judgement has been
considered in determining the provision for income tax, deferred tax assets and liabilities and recoverability of
deferred tax assets. The recoverability of deferred tax assets is based on estimate of the taxable income for the
period over which deferred tax assets will be recovered.

Note 38: Segment reporting

The Company''s operations predominantly relates to a single segment viz. conducting commercial training, coaching,
tutorial classes and activities incidental and ancillary thereon.The Chief Operating Decision Maker (CODM) (Chief Executive
Officer) reviews the operations of the Company as one operating segment. Accordingly, segment information as required
under IND AS 108 "Operating Segments" is not applicable to the Company.

Note 39Transactions with struck off Companies

The Company does not have any transactions and balances outstanding with Companies struck off under Section 248 of
the Companies Act, 2013 or section 560 of the Companies Act, 1956

Note 40Crypto Currency and Virtual Currency

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

Note 41

41.1 Disclosures as required under regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015

b Defined benefit plans

(a) Gratuity (funded)

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees
who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on
retirement/termination is the employees last drawn basic salary per month computed proportionately for 15
days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company
makes contributions to recognised funds in India.

(b) Other long term benefits (unfunded)

The compensated absences are payable to all eligible employees at the rate of daily salary of each day of
accumulated leave on death or on resignation or upon retirement on attaining retirement age, whichever is
earlier. The liability towards compensated absences are determined based on actuarial valuation carried out
by using Projected Unit Credit Method.

In accordance with Indian Accounting Standard 19, an actuarial valuation was carried out in respect of the
aforesaid defined benefit plans and other long term benefits based on the following assumptions:

(b) Other long term benefits (unfunded)

The leave salary are payable to all eligible employees at the rate of daily salary of each day of accumulated leaves
(upto 39 days) on death or on resignation or upon retirement on attaining retirement age.

The liability for compensated absences as at year end is '' 90.32 lakhs (Previous year : '' 107.36 lakhs)

Short term Provision as at year end is '' 78.71 lakhs (Previous year : '' 79.36 lakhs)

Long term Provision as at year end is '' 11.61 lakhs (Previous year : '' 28.00 lakhs)

Note 43: Corporate Social Responsibility (CSR)

As per section 135 of the Companies Act, 2013 a CSR committee has been formed by the company. The provision of CSR
are not apllicable since the company has not earned profits.

Note 44: Financial instruments - Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

> Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

> Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable

> Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable

Financial Instruments measured at Fair Value through Profit and Loss

No financial assets/liabilities have been valued using level 2 and 3 fair value measurements.

Financial Instruments measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are
a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would
be significantly different from the values that would eventually be received or settled.

Note 45: Financial instruments - Risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity
risk. The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and
short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instruments will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price
risk, such as equity price risk and commodity risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instruments will fluctuate
because of changes in market interest rates. The Company exposure to the risk of changes in market interest
rates relates primarily to the Company''s long-term debt obligations with floating interest rates. For details of
the Company''s current and non current loans and borrowings, including interest rate profiles, Refer to Note 17
and 21 of these financial statements.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange
rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a
different currency from the Company''s functional currency).

The Company does not have exposure to foreign currency, thus there is no foreign currency fluctuation risk.

(iii) Other price risk

The Company does not have exposure to equity securities price risk arising from investments in equity shares
(Unquoted) held by the Company and classified in the balance sheet at fair value through profit and loss.

(B) Credit risk

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

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

i) Actual or expected significant adverse changes in business;

ii) Actual or expected significant changes in the operating results of the counter-party;

iii) Financial or economic conditions that are expected to cause a significant change to the counter-party''s ability
to meet its obligations;

iv) Significant increase in credit risk on other financial instruments of the same counter-party; and

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

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

Note 45: Financial instruments - Risk management objectives and policies (contd)

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

The Company limits its exposure to credit risk of balances held with banks by dealing with highly rated banks and
institutions and retaining sufficient balances in bank accounts required to meet a month''s operational costs. The
management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is
minimal surplus in bank accounts.

(C) Liquidity risk

The Company is under CIRP. Liquidity crisis has led to delay in vendor payments and default in repayment of principal
and interest to lenders. Since, the Company is under CIRP, it is not required to meet any loan or interest obligation
till the resolution plan is implemented.

Liquidity risk is the financial risk that is encountered due to uncertainty resulting in difficulty in meeting its obligations.
An entity is exposed to liquidity risk if markets on which it depends are subject to loss of liquidity for any reason,
extraneous or intrinsic to its business operations, affecting its credit rating or unexpected cash outflows. A position
can be hedged against market risk but still entail liquidity risk. Prudence requires liquidity risk to be managed in
addition to market, credit and other risk as it has tendency to compound other risk. It entails management of assets,
liabilities focused on a medium to long term perspective and future net cash flows on day by day basis in order to
asses liquidity risk.

Note 46 (a) : Capital management

The Company aims are to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns to our shareholders. The capital structure of the Company is based on management''s judgement of the
appropriate balance of key elements in order to meet its strategic and day-to-day needs. Company considers the amount
of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, return on capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain
investor, creditors and market confidence and to sustain future development and growth of its business. The Company
will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

48 SVC Cooperative Bank Ltd ( SVC) has issued demand notice u/s 13(2) of SARFAESI Act to Labh Ventures India Private
Limited (a subsidiary company) as principal borrower and Company as corporate guarantor for '' 4,973 Lakhs. SVC has
filed claim before IRP for '' 4,973 Lakhs, since the Company was corporate guarantor. However,the claim submitted
by SVC has not been admitted by IRP. Further, SVC Cooperative bank has taken Land and building including related
assets (property) situated at Manglore under its possession vide notice no. CRL / MIS. CASE NO 48/2024 on 15 March
2024. The Company has reported the lender to withdraw the possession of the said property, citing the statutory
provision of CIRP.

49 The Company has loans, trade receivables and other receivables of '' 8046.73 lakhs (net of provisions) outstanding as
at 31 March 2024 from parties, which are overdue/rescheduled. The management anticipates progress in business in
the coming period which will enable recovery of the receivables in an orderly manner. Accordingly, the management
considers the outstanding dues to be good and recoverable.

50 (a) The Company has not advanced or loaned or invested funds during the year (either borrowed funds or share

premium or any other sources or kind of funds) to any other person or entities, including foreign entities
(Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf
of the Ultimate Beneficiaries

(b) The Company has not received any fund during the year from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or
on behalf of the Ultimate Beneficiaries.

Note 52: Exceptional Items

During the year ended 31 March 2023, in view of no operating activities / negative net worth/ default in repayment of debts
of secured creditors, the cost of investment in subsidiary Companies viz Chitale''s Personalised Learning Private Limited,
MT Education Services Private Limited, Letspaper Technologies Private Limited, Labh Ventures India Private Limited and
Sri Gayatri Educational Services Private Limited, have been impaired by '' 1,846.94 lakhs and consider as exceptional item.

Note 53: Going Concern

The Company has accumulated loss and continues to incur losses during the year. Further, the current liabilities exceeds
the current assets resulting in negative working capital and the Company has also defaulted in its debts/other obilgations
which has resulted in persistent severe strain on the working capital and considerable decline in the level of operations
of the Company. As stated in note 1 and 55, pursuant to commencement of CIRP, the Board of Directors of the Company
stand suspended and the management of the Company vest in the RP. The RP is expected to make every endeavour to
protect and preserve the value of the Property of the Company and manage the operations of the Company as a Going
Concern. Pending outcome of the CIRP, the standalone financial statements have been prepared on a going concern basis

Note 54: Social Security Code, 2020

The Indian Parliament has approved the Code on Social Security, 2020, which would impact the contributions by the
Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the
Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under
active consideration by the Ministry. The Management will assess the impact once the subject rules under the Code are
notified and will give appropriate impact in the standalone financial statements when the Code becomes effective.

Note 55: Authorisation of Financial Statements

The Honourable NCLT admitted the application filed by Connect Residuary Private Limited by pronouncing on 16
December, 2022 and appointed Mr. Ashwin Bhavanji Shah as the Interim Resolution Professional (IRP) of the Company.
Further, the Hon''ble NCLT Mumbai vide order dated 22 January, 2024, Order received to the Resolution Professional
(RP) on 31 January 2024, 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. For the information set out in
the standalone financial statements for the year ended 31 March, 2024, the RP has relied upon the accuracy and veracity
of any and all information and data provided by the officials of the Company and the records of the Company made
available by such officials. For all such information and data, the RP has assumed that such information and data are in
conformity with the Companies Act, 2013 and other applicable laws with respect to the preparation of the standalone
financial statements and that they give true and fair view of the position of the Company as the dates and period indicated
therein. Accordingly, the RP is not making any representations regarding accuracy, veracity and completeness of the data
or information in the standalone financial statements.

During the CIRP period, claims from 683 creditors amounting to '' 22,919.13 lakhs were received, out of which 659 claims
amounting to '' 9,498.87 lakhs were admitted. Further, claims of ''7,555.53 lakhs 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.

In furtherance to the Form G published on 8 January, 2024, the Company had received intimation of interest from Nine
Resolution Applicants each depositing with an Earnest Money Deposit (EMD) of '' 25.00 lakhs in line with the Request For
Resolution Plan (RFRP) issued.

The Directors of the Company have approved the above financial statements at their meeting held on 28 May 2024 which
was chaired by Mr. Arihant Nenawati, Resolution Professional (''RP'') and RP took the same on record basis recommendation
from the directors.

With respect to the financial statements for the year ended 31 March 2024, the RP has signed the same solely for the
purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

(i) The RP has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal
proceeding shall lie against the RP in terms of Section 233 of the Code;

(ii) No statement, fact, information (whether current or historical) or opinion contained herein should be construed as
a representation or warranty, express or implied, of the RP including, his authorized representatives and advisors;

(iii) The RP, in review of the financial statements and while signing this statement of financial statements, has relied
upon the assistance provided by the Directors of the Corporate Debtor, and certifications, representations and
statements made by the Directors of the Corporate Debtor, in relation to these standalone financial statements.
The statement of standalone financial statements of the Corporate Debtor for the year ended 31 March, 2024 have
been taken on record by the RP solely on the basis of and relying on the aforesaid certifications, representations
and statements of the aforesaid Directors and the management of the Corporate Debtor. For all such information
and data, the RP has assumed that such information and data are in the conformity with the Companies Act, 2013
and other applicable laws with respect to the preparation of the financial statements and that they give true and
fair view of the position of the Corporate Debtor as of the dates and period indicated therein. Accordingly, the RP
is not making any representations regarding accuracy, veracity or completeness of the data or information in the
financial statements.

(iv) In terms of the provisions of the Code, the RP is required to undertake a review of certain transactions. Such review
has been completed.

Note 56: Previous year figures

Previous year''s figures have been regrouped / reclassified wherever necessary to make them comparable with the current
year''s classification / disclosure.

As per our report of even date attached
For MGB & Co. LLP

Chartered Accountants For MT Educare Limited

Firm Registration Number 101169W/W-100035 CIN: L80903MH2006PLC163888

Hitendra Bhandari Arihant Nenawati Surender Singh

Partner Resolution Professional Erstwhile Chairman &

Membership Number: 107832 IBBI/IPA-001/IP-P00456 /2017-18/10799 Non-Executive Director

Email ID: [e-mail] DIN - 08206770

Ravindra Mishra

P

---

Mar 31, 2018

1 Corporate information

MT Educare Limited (''MTEL'' or ''the Company'') is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is a public limited company domiciled in India and is incorporated under the provisions of Companies Act, 1956. The Company''s share are listed on two recognised stock exchanges - National Stock Exchange and Bombay Stock Exchange.

Based on the preliminary assessment performed by the Company, the impact of application of the standard is not expected to be material.

(b) Amendment to Existing issued Ind AS

The MCA has also carried out amendments of the following accounting standards:

i. Ind AS 21 - The Effects of Changes in Foreign Exchange Rates

ii. Ind AS 12 - Income Taxes

The Company is evaluating the requirement of the amendments and the impact on the financial statements. Based on the management''s view, the effect of the amendments, if any, on the financial statements is expected to be insignificant.

3.2 Reconciliations

The following reconciliations provides the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101, Firsttime Adoption of Indian Accounting Standards:

3.3 Notes to first-time adoption

(i) Lease equalization reserve

Ind AS 17, Leases, requires lease payments to be recognized on straight-line basis if the increase is not in line with expected general inflation to compensate for the lessor''s expected inflationary cost increases. The Company has lease agreements with an escalation clause which is in line with expected general inflation, and hence no straight-lining of the lease payments have been done in Ind AS.

(ii) Security deposit

Under IGAAP, interest-free security deposit (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognized at fair value. Accordingly the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognized as prepaid rent, with a corresponding charge in rent expense and other income. The security deposit in 2016 has reduced by Rs.983.66 lakhs and 2017 by Rs. 943.42 lakhs with a corresponding increase in prepaid rent. Other income for the year has increased by Rs.97.93 lakhs in 2017 with a corresponding increase in rent expense, with no impact on retained earnings.

(iii) Defined benefit liabilities

Both under IGAAP and Ind AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under IGAAP, the entire cost, including actuarial gains and losses, are charged to Statement of Profit and Loss. Under Ind AS, re-measurements comprising of actuarial gains and losses are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Thus there is an impact in employee benefit cost with a corresponding amount recognized in OCI amounting to Rs.6.98 lakhs, net of taxes of Rs.3.69 lakhs

(iv) Expected credit loss

Under IGAAP, allowance for doubtful debts was made as per management policy based on ageing of debtors. Under Ind AS, the company applies expected credit loss (ECL) model for recognising impairment loss on these financial assets on the transition date. On transition to Ind AS, provision for doubtful receivables/ other financial assets is measured under ECL model, which is higher than the provision as per IGAAP, the resultant change are recognised in statement of profit and loss. ECL provision made in 2016 amounted to Rs.600 lakhs and a corresponding deferred tax assets created of Rs.207.66 lakhs and additional provision made in 2017 amounted to Rs.2,067.25 lakhs and a corresponding deferred tax assets created of Rs.715.48 lakhs

(v) Revenue

Under the IGAAP, revenue from Gross fees received was recognized equally over the period of service rendered (course duration) except CRF and Robomate. The Course Registration Fees (CRF) was part of total fees and being non refundable was recognised at the time of admission. Under Ind AS, Revenue is measured at the fair value of the consideration received or receivable net of returns, rebates and discounts, if any, and excluding taxes or duties collected on behalf of the government. Hence, recognistion of CRF had to be streamlined and recognised over the course period. Also, robomate was fair valued and impact considered under Ind AS adjustments. Hence, advance fees included under other current liabilities has increased by Rs.943.74 lakhs in 2016 with deferred tax asset impact of Rs.326.61 lakhs and by Rs.509.77 lakhs in 2017 with a corresponding reduction in retained earnings, thereby revenue has increased by Rs.433.98 lakhs in 2017 with deferred tax liabilty impact of Rs.150.28 lakhs.

(vi) Deferred tax

IGAAP requires assessment of virtual certainty in case of losses for recognizing deferred tax asset, but under Ind AS deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Hence deferred tax asset amounting to Rs.534.27 lakhs was recognised in 2016 and Rs.1,095.78 lakhs in 2017 on account of revenue, ECL and defined benefit impact as mentioned in note

(iv) and (v) above.

(vii) Other comprehensive income

The concept of Other Comprehensive Income (OCI) did not exist under IGAAP. Also refer point (iii) above.

(viii) Borrowings

Ind AS 109 "Financial Instruments" requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit and loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under IGAAP, these transaction costs were charged to profit or loss as and when required. Accordingly, borrowings has reduced by Rs.9.98 lakhs with a corresponding increase is retained earnings.

(ix) Proposed dividend

Under Ind AS 10, "Events after reporting date" proposed dividend are considered as non adjusting events, hence dividend declared after the balance sheet date are not recognised at the end of the reporting period, as no obligation exists at that time. Hence, proposed dividend including dividend distribution tax has been reduced from current provisions in 2016 and reconsidered in 2017 amounting to '' 670.98 lakhs.

(x) Statement of cash flows

The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flow from operating, investing and financing activities. Consequently, Ind AS adoption has no impact on the net cash flow for the year ended 31 March, 2017 as compared with the IGAAP.

Note:

11.1 Held as lien by bank against bank guarantees issued

11.2. The Company can utilise these balances only towards settlement of unclaimed dividend.

11.3.Zee Learn has entered into share subscription agreement dated February 14, 2018 with the Company and had invested Rs.20,000 lakhs by way of issue of 31,964,200 equity shares of the Company @ Rs.62.57 per share on preferential basis. The subscription money is held in escrow account as on balance sheet date.

15.2 Rights, preferences and restrictions attached to shares

The company has only one class of equity shares having par value of Rs.10 per share. Each shareholder is entitled to one vote per share held. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

* As per the terms of Share Subscription Agreement, Zee Learn Limited shall not exercise any voting rights pending successful completion of the proposed open offer.

As per records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

15.4 Aggregate number of equity shares issued as bonus shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

Nil (previous year 2017 Nil and 2016 Nil)

15.5 Shares reserved for issue under options

For details of shares reserved for issue under the Share Based Payment plan of the company, please refer note 34.

Note:

16.1 Securities premium reserve is created due to premium on issue of shares. This reserve is utilised in accordance with the provisions of the Act.

16.2 The General Reserve is used from time to time to transfer profits / (loss) from retained earnings for appropriation purposes. The General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive Income.

16.3 The Employee Share options outstanding account is used to recognise the grant date fair value of options issued to employees under employee stock option plan.

17.1 Nature of security and terms of repayment for secured borrowings:

(i) Nature of security:

Term loan from bank is secured by:

- first pari passu hypothecation charge on the entire current assets and movable assets (except vehicle) of the Company both present and future;

- pledge of shares owned by the promoter of the Company; and

- personal guarantee given by the promoter of the Company.

Term loan from other party is secured by:

- first pari passu hypothecation charge on the entire current assets and movable assets of the Company both present and future;

- pledge of shares owned by the promoter of the Company; and

- personal guarantee given by the promoter of the Company.

(ii) Terms of repayment:

In case of term loan from bank:

- Repayable in 8 half yearly installments starting from September 2018. Last installment due in April 2022.Rate of interest is 2.75% over banks 12 months MCLR (Range from 10.75% to 11.00% per annum as on March 31, 2018).

- Repayable in 16 quarterly installments starting from August 2018. Last installment due in May 2022. Rate of interest is 2.75% over banks 12 months MCLR. (Range from 10.75% to 11.00% per annum as on March 31, 2018).

In case of term loan from other party:

- Repayable in 10 half yearly installments starting from October 2018. Last installment due in March 2023. Rate of interest is 13% per annum.

Terms of repayment for unsecured borrowings:

- Repayable in 36 monthly installments starting from February 2017. Last installment due in January 2020. Rate of interest is 17.50% per annum.

20.1 Nature of security and terms of repayment for secured borrowings:

(i) Nature of security:

Loan from banks and other parties is secured by:

- first pari passu hypothecation charge on the entire current assets and movable assets of the Company both present and future;

- pledge of shares owned by the promoter of the Company; and

- personal guarantee given by the promoter of the Company.

(ii) Terms of repayment:

Loan from banks and other parties is repayable on demand.

20.2 Terms of repayment for unsecured borrowings:

Loan from other parties and related parties is repayable on demand.

31.1.1 Corporate guarantee is provided to a bank in respect of loan taken by Sri Gayatri Educational Society pursuant to the long term partnership arrangement entered through company''s subsidiary Sri Gayatri Educational Services Private Limited. Corporate guarantee is utilised for business purposes.

31.1.2 Corporate guarantee is provided to a party in respect of loan taken by subsidiary company, Lakshya Educare Private Limited. Corporate guarantee is utilised for business purposes.

2. Share based payments

MT Educare Employee Stock Option Scheme (ESOS) 2016

- The shareholders'' vide its special resolution dated February 17, 2016 approved ESOS 2016 for granting employee stock options in form of equity shares to eligible employees of the Company, monitored and supervised by the Board of Directors.

- The ESOS 2016 was granted to eligible employees to reward for their performance and to motivate them to contribute to the growth and profitability of the Company. The employees can purchase equity shares by exercising the options as vested at the price specified in the grant.

- Options are granted under the ESOS 2016 for no consideration and carry no dividend and voting rights.

The fair value of the share options is estimated at the grant date using a Black Scholes Option Pricing Model, taking into account the terms and conditions upon which the share options were granted.

- When excersiable, each option is convertible into one equity share.

- There are no cash settlement alternatives in ESOS 2016.

In accordance with the above mentioned ESOS 2016, Rs.67.82 lakhs (Previous year 2017 Rs.Nil) has been charged to the Statement of Profit and Loss in relation to the options granted under the Employee Stock Option Scheme Compensation. (Refer Note 28)

*During the year ended March 31, 2017, 731,000 options were granted and forfeited / surrendered in the previous year itself. Accordingly, no expenses in respect of these options has been recognized in the financial statement.

The options outstanding at the year ending on March 31, 2018 with the range of exercise price of Rs.10 are 738,450 options (March 31, 2017: Nil) and a weighted average remaining contractual life of all options are 4.72 (March 31, 2017: Nil).

3 Operating Lease

The Company has entered into operating lease arrangements for certain facilities and Coaching Center premises. The lease rentals are payable by the company on monthly/quarterly basis.

Lease payments recognised in the Statement of Profit and Loss is Rs.3,271.51 lakhs ( Previous year 2017- Rs.3,676.52 lakhs)

4. Segment Reporting

The Company''s operations predominantly relates to a single segment viz. conducting commercial training, coaching, tutorial classes and activities incidental and ancillary thereon. The Chief Operating Decision Maker (CODM) reviews the operations of the Company as one operating segment. Hence no separate segment information has been furnished herewith.

5 Employee benefit plans

In accordance with the Indian Accounting Standard-19 ''Employee Benefits'', the Company has calculated the various benefits provided to employees as under:

a Defined contribution plans

The Company makes contributions towards provident fund and Labour Welfare fund to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemed to fund the benefits.

b Defined benefit plans

(a) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

(b) Compensated absences

The compensated absences are payable to all eligible employees at the rate of daily salary of each day of accumulated leave on death or on resignation or upon retirement on attaining retirement age, whichever is earlier. The liability towards compensated absences are determined based on actuarial valuation carried out by using Projected Unit Credit Method.

In accordance with Indian Accounting Standard 19, an actuarial valuation was carried out in respect of the aforesaid defined benefit plans based on the following assumptions:

The discount rate is based on the prevailing market yields Indian Government securities as at the balance sheet date for the estimated term of the obligations.

- Estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

The expected rate of return on plan assets is determined after considering several applicable factors such as the composition of the plan assets, investment strategy, market scenario, etc. In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.

The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

These plans typically expose the Company to actuarial risks such as: Investment Risk, Interest Risk, Longevity Risk and Salary Risk.

Investment Risk -The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

Interest Risk - A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan''s investments.

Longevity Risk - The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk - The present value of the defined benefit liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan''s liability.

viii Employer''s best estimate for contribution during next year:

The expected contribution for defined benefit plan for the next financial year will be in line with 2017-18.

(b) Compensated absences (Unfunded)

The leave salary are payable to all eligible employees at the rate of daily salary of each day of accumulated leave (upto 39 days) on death or on resignation or upon retirement on attaining retirement age.

The liability for compensated absences as at year end is Rs.141.66 lakhs (March 31, 2017: Rs.166.89 Lakhs and April 1, 2016: Rs.139.81 lakhs)

Short term Provision as at year end is Rs.34.30 Lakhs (March 31, 2017: Rs.41.93 Lakhs and April 1, 2016: Rs.31.84 lakhs)

Long term Provision as at year end is Rs.101.62 Lakhs(March 31, 2017: Rs.124.96 lakhs and April 1, 2016: Rs.107.97 lakhs)

Current liability as at the year end is Rs.5.74 lakhs (March 31, 2017: Rs.Nil and April 1, 2016: Nil)

6 Financial instruments - Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

Financial Instrument measured at Fair Value through Profit and Loss

No financial assets/liabilities have been valued using level 1 and 2 fair value measurements.

Financial Instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

7 Financial instruments - Risk management objectives and policies

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates. For details of the Company''s current and non current loans and borrowings, including interest rate profiles, refer to Note 17 and 20 of these financial statements.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a different currency from the Company''s functional currency).

(iii) Other price risk

The Company does not have exposure to equity securities price risk arising from investments in equity shares (Unquoted) held by the Company and classified in the balance sheet at fair value through profit and loss.

(B) Credit risk

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

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

i) Actual or expected significant adverse changes in business;

ii) Actual or expected significant changes in the operating results of the counter-party;

iii) Financial or economic conditions that are expected to cause a significant change to the counter-party''s ability to meet its obligations;

iv) Significant increase in credit risk on other financial instruments of the same counter-party; and

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

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

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

The Company limits its exposure to credit risk of balances held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month''s operational costs. The management reviews the bank accounts on regular basis and fund draw downs are planned to ensure that there is minimal surplus in bank accounts.

Under the simplified approach, the company does not track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets, the company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity recognises impairment loss allowance based on 12-month ECL.

(C) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the company''s reputation. The management monitors rolling forecast on the liquidity position and cash and cash equivalents on the basis of expected cash flows.

8 Capital management

The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. Company consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

9 The Scheme of Arrangement (''Scheme'') between Lakshya Forum for Competitions Private Limited (LFCPL), Lakshya Educare Private Limited (LEPL) and their respective Shareholders was filed with the High Court of Judicature at Bombay and the High Court of Punjab & Haryana at Chandigarh. The Hon''ble High Court of Judicature at Bombay approved the Scheme on May 4, 2016 subject to approval of the Scheme by High Court of Judicature at Punjab & Haryana. The Scheme was subsequently approved vide Order dated August 17, 2017 passed by National Company Law Tribunal Court - Chandigarh Bench, Chandigarh on account of transfer from High Court of Judicature at Punjab & Haryana, effective April 1, 2014 which is the ''Appointed Date'' prescribed in the Scheme. The Scheme has, accordingly, been given effect to in the financial statements of Lakshya Educare Private Limited for the year ended March 31, 2018.

10 Events after the reporting period

No significant events have occurred after the balance sheet date which requires adjustment or disclosure in the financial statements of the Company.

11 Approval of financial statements

The financial statements are approved for issue by the Audit Committee and Board of Directors at its meeting held on May 29, 2018.

12 Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of the Act.

---

Mar 31, 2016

A. Provident Fund

As per the Employees Provident Funds and Miscellaneous Provision Act, 1952 employees of the Company are entitled to receive benefits under the provident fund & family pension fund which is a defined contribution plan. These contributions are made to the fund administered and managed by Government of India. The Company''s contribution to the schemes is recognized as expense in the profit and loss account during the period in which the employee renders the related services. The Company has no other obligation to the plans beyond its monthly compensations.

Defined contribution plans

The Company''s contribution to provident fund and superannuation fund are considered as defined contribution plans and are charged as an expense as they fall due based on the amount of contribution required to be made.

B. Gratuity

The Company provides for gratuity obligations through a defined benefit retirement plan (the "Gratuity Plan") covering all employees. The Company makes annual contributions, premiums in respect of all qualifying employees to Life Insurance Corporation of India (LIC) for the Employees'' Group Gratuity-cum-Life Assurance Scheme. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s salary and tenure of employment in accordance with the Payment of Gratuity Act, 1972. The present value of the obligation under such defined benefit plan is determined based on the actuarial valuation at year end, using the Projected Unit Credit Method. Actuarial gains and losses are recognized in full in the Profit and Loss Account for the period in which they occur.

The yearly premium paid to LIC of India is charged to Profit & Loss Account of the year in which it becomes payable.

C. Leave Entitlement

The Company has a policy of paying Leave Encashment benefits to its employees only in the event of their resignation, based on their accumulated leave balances in accordance with the provisions of "The Bombay Shops and Establishment Act, 1948". As per the policy of the Company, an employee can accumulate a maximum of 39 days leave over a period of 2 years, after which the leave would lapse.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of such compensated absences is accounted as under :

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognized as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled. Long Service Awards are recognized as a liability at the present value of the defined benefit obligation as at the Balance Sheet date.

1. Segment reporting

The Company''s business activities fall within a single segment viz. conducting commercial training, coaching, tutorial classes and activities incidental and ancillary thereon. In case of geographical (secondary) segment, since segment assets and segment revenue do not exceed 10% of total business, segment reporting is not required.

2. Leases Operating Leases

Leases where the Less or effectively retains substantially all risks and benefits of ownership of the leased premises during the lease term are classified as operating leases. Operating lease payments are recognized as an expense in the Profit & Loss Account on a monthly accrual basis as per agreements, except in case of newly rented premises where the rent paid for the period beginning/ commencing from taking over vacant possession of premises and ending with date of completion of the improvements / project or rent paid for 3 months, whichever is earlier, is capitalized and added to the cost of leasehold improvements.

3. Earnings per share

Basic Earnings Per Share is calculated by dividing the Net Profit after tax for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of Equity Shares outstanding during the period. The weighted average numbers of equity shares outstanding during the period are adjusted for events of bonus, granting and vesting employee stock options to employees. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential Equity Shares.

4. Taxes on income

Current period tax is ascertained and accounted at the amount expected to be paid to Income tax authorities in accordance with the provisions of Income Tax Act, 1961.

Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognized on unabsorbed depreciation and carry forward losses unless there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

5. Provisions and contingencies

A provision is recognized when there is a present obligation as a result of a past event; it is probable that an outflow of resources will be required to fulfill the obligation and in respect of which reliable estimate can be made. Provisions other than employee benefits are not discounted to their present value and are determined based on best estimate required to fulfill the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the best current estimate. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

6. Proposed Dividend

Dividend recommended by the Board of Directors is provided for in the accounts, pending approval at the Annual General Meeting.

7. The company has only one class of equity shares having a face value of Rs, 10 each. Each holder of equity shares in entitled to one vote per share. Dividend right is in proportion of number of shares held.

8. In the event of liquidation of the company, the holders of equity shares shall be entitled to remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion of equity shares held by the shareholders.

9. Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

---

Mar 31, 2015

1. Corporate information

MT Educare Limited (earlier MT Educare Private Limited) (''MTEL'' or ''the Company'') is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is now a public limited company and has received fresh certificate of incorporation dated 18th May, 2011. Thereon, it has changed its name from MT Educare Private Limited to MT Educare Limited.

The Company came out with its Initial Public Offer (IPO) on 27th March, 2012 and the IPO closed on 29th March, 2012. The Company was listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) on 12th April, 2012.

2. The company has only one class of equity shares having a face value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share. Dividend right is in proportion of number of shares held.

In the event of liquidation of the company, the holders of equity shares shall be entitled to remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion of equity shares held by the shareholders.

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

3. The company, on 21st March 2015, entered into a sale and lease back arrangement of its Pre University (PU) Campus situated in Mangalore, Karnataka. The deal was signed for a total sale consideration of Rs. 5500 lakhs which was received before 31st March 2015. The Campus is occupied by the Company and MT Educare Charitable Trust and the lease rent shall be borne proportionately by the respective entities. The agreement is for a period of 15 years. The Company has paid a security deposit of Rs. 660 lakhs against the rental obligation.

All the long term loans & advances are unsecured and considered good.

4. Contingent liabilities and commitments (to the extent not provided for)

Rs. in lakhs

As at As at Particulars 31 March, 2015 31 March, 2014

(i) Contingent liabilities

(a) Claims against the Company not acknowledged as debt

(i) Income Tax Demand (Note 26.1.1) 69.63 123.40

(b) Guarantees given by Bank for Govt Project 33.12 25.00

(c) Corporate Guarantee given (Note 26.1.2) 1,800.00 -

5. The Company has filed appeals or proposes to file appeals with income tax authorities against income tax demand raised/ refund claimed, for several assessment years totalling to Rs. 95.18 lakhs.

6. Corporate guarantee is given for loan taken by Sri Gayatri Educational Society pursuant to an arrangement entered through company''s subsidiary Sri Gayatri Educational Services Pvt Ltd.

7. The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

8. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

9. Employee benefit plans

Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 116.29 Lakhs (Year ended 31 March, 2014 Rs. 85.39 Lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

---

Mar 31, 2014

1. Additional information to the financial statements

1.1 Contingent liabilities and commitments (to the extent not providedfor) RS in lakhs Particulars As at As at 31 March, 31 March, 2014 2013

(i) Contingent liabilities (a) Claims against the Company not acknowledged as debt i.Income Tax Demand (Note25.1.1) 123.40 139.72 (b) Guarantees given by Bank for Govt Project 25.00 -

1.1.1 The Company has filed appeals or proposes to file appeals with income tax authorities against income tax demand raised, for several assessment years totalling to Rs. 123.40 lakhs.

1.2 Related party transactions 1.2.1 Details of related parties:

Description of relationship Names of related parties

Subsidiaries Chitale''s Personalised Learning Private Limited,MT Education Services Private Limited, Lakshya Educare Private Limited,Lakshya Forum for CompetitionsPvt.Ltd.

Key Management Personnel(KMP) Mahesh R.Shetty,Dr.Chhaya Shastri

Enterprises in which KMP can exercise significantinfluence Mahesh TutorialsChembur, Mahesh Tutorials Mulund,Global Education Trust,Prosynapse Consultants Pvt.Ltd. Note: Related parties have been identified bythe Management.

2.1 The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognised as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

2.2 The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

2.3 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2.4 Employee benefit plans

2.4.1 Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 85.39 Lakhs (Year ended 31 March, 2013Rs. 69.02 Lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

2.4.2 Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

---

Mar 31, 2013

1 CORPORATE INFORMATION

MT Educare Limited (earlier MT Educare Private Limited) (''MTEL'' or ''the Company'') was incorporated under the Companies Act, 1956 on 19 August, 2006 and is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is now a public limited company and has received fresh certificate of incorporation dated 18 May, 2011. Thereon, it has changed its name from MT Educare Private Limited to MT Educare Limited.

The Company came out with its Initial Public Ofer (IPO) on 27 March, 2012 and the IPO closed on 29 March, 2012. The Company was listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 12 April, 2012.

Note 2.1

The Company has only one class of equity shares having a face value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share.

Note 2.2

In the event of liquidation of the Company, the holders of equity shares shall be entitled to remaining assets of the Company, afer distribution of all preferential amounts. The distribution will be in proportion of equity shares held by the shareholders.

Note 2.3

The Company has reserved 2,72,912 Equity shares for issuance of ESOP 2011 -II.

Notes 2.4.1

The Company approached the capital market with its maiden Public Issue of 1,23,75,000 Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 80 per equity share (including a share premium of Rs. 70 per equity share) aggregating to Rs. 9,900 lakhs consisting of a fresh issue of 43,75,000 Equity Shares aggregating to Rs. 3,500 lakhs and an Ofer for Sale of 80,00,000 Equity Shares by Helix Investments Company aggregating to Rs. 6,400 lakhs. The Company came out with its Initial Public Issue (IPO) on 27 March, 2012. The closing date for the issue was 29 March, 2012 but the final subscription & allotment was completed on 10 April, 2012 i.e. during the FY 2012-13.

Note 3.1

The Company has during the year, declared two interim dividends of Rs. 1 each amounting to Rs. 395.48 lakhs and Rs. 397.82 lakhs.

Note 4.1

During the year MT Educare Limited floated a new subsidiary, Lakshya Educare Private Limited for starting IIT Entrance coaching in West and South India, wherein MT Educare Limited holds 90% stake and the balance 10% is held by Lakshya Forum for Competitions Private Limited

Note 4.2

All the long term loans & advances are unsecured and considered good.

Note 4.3

Long term loans and advances as on 31 March, 2013 includes: Rs. 60 lakhs is paid, during the year, by the Company to CPLPL, a 51% subsidiary of the Company as Share application money. The shares were allotted to the Company on 30 April, 2013 and the Company continues to hold 51% stake in CPLPL.

Note 4.4

Long term loans and advances as on 31 March, 2013 includes:

Rs. 600 lakhs paid to the shareholders of Lakshya Forum for Competitions Private Limited as advance towards acquisition of 51% stake in the said Company. The shareholders agreement was executed on 1 April, 2013, and as a result, Lakshya Forum for Competitions Private Limited, became a 51% subsidiary of the Company from that date.

Note 5.1

Property Tax expense for the year has been provided based on change in the applicability norms post an amendment in the Sections 154(1A) & 154(1B) of the Mumbai Municipal Corporation Act, 1888.

Note 5.2

A part of the government grant in relation to projects undertaken by the Company includes amount to be paid to the students who are enrolled under the Government scheme, in the form of stipend.

Rs.in lakhs

As at Particulars As at 31 March, 2012

NOTE 6 ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENTS

6.1 Contingent liabilities and commitments (to the extent not Provided for)

Contingent liabilities

(a) Claims against the Company not acknowledged as debt Income Tax Demand 139.72 111.25

(b) Guarantees given by Bank for Govt. Project 100.00

(c) Other money for which the Company is contingently liable

Note 6.1.1

The Company has filed appeals with income tax authorities against income tax demand raised, for several assessment years totaling to Rs. 139.72 lakhs.

6.2.1 In the extraordinary general meeting held on 13 April, 2011, the shareholders approved the issue of 2,72,912 options under the Scheme titled "ESOP 2011-II".

During FY 2011-12, the Company has granted 2,72,912 options under the "ESOP 2011- II" to eligible employees of the Company.

6.3 The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognised as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

6.4 The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

6.5 Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/ disclosure.

6.6 EMPLOYEE BENEFIT PLANS

6.6.1 Defined contribution plans

The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 69.02 lakhs (Previous Year Rs. 47.83 lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

6.6.2 Defined benefit plans

The Company ofers the following employee benefit schemes to its employees:

Gratuity

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

NOTE 7.1 EVENTS OCCURRING AFTER BALANCE SHEET DATE

i. The Company had entered into a Share Purchase and Debenture Subscription Agreement in November 2012 with the shareholders of Lakshya Forum for Competitions Private Limited ("LFCPL") for acquisition of 51% stake in LFCPL. Rs. 600 lakhs is paid to the shareholders of LFCPL as an advance towards the acquisition of 51% stake. The Shareholders'' Agreement was executed on 1 April, 2013. As a result, LFCPL became a 51% subsidiary of the Company from that date.

ii. Rs. 60 lakhs was paid, during the year, by the Company to Chitale''s Personalised Learning Private Limited ("CPLPL"), a 51% subsidiary of the Company, as Share application money. The shares were allotted to the Company on 30 April, 2013. The Company continues to hold 51% stake in CPLPL

---

Mar 31, 2012

1 CORPORATE INFORMATION

MT Educare Limited (earlier MT Educare Private Limited) (''MTEL'' or ''the Company'') was incorporated under the Companies Act, 1956 on 19 August 2006 and is an education support and coaching services provider for students in the secondary and higher secondary school and for students pursuing graduation degree in commerce, preparing for various competitive examinations and undertaking chartered accountancy examinations.

The Company is now a public limited company and has received fresh certificate of incorporation dated 18 May 2011. Thereon, it has changed its name from MT Educare Private Limited to MT Educare Limited.

The Company came out with its Initial Public Offer (IPO) on 27 March 2012 and the IPO closed on 29 March 2012. The Company was listed on the Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE)on 12 April 2012.

2. Rs. 460.70 lakhs receivable from Selling Shareholder towards their share of IPO related expenses is included in Loans & Advances (Others)

Rs. in lakhs Particulars at 31 March 2012 As at 31 March 2011

3. ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENTS

4. Contingent liabilities and commitments (to the extent not provided for) Contingent liabilities

(a) Claims against the Company not acknowledged as debt

(i) Income Tax Demand (Refer note 26.1.1) 111.25 57.48

(b) Guarantees given by Bank for Govt. Project (Refer note 26.1.2) 100.00 21.00

(c) Other money for which the Company is contingently liable

5. The Company has filed an appeal with the Commissioner of Income Tax (Appeal) [CIT (A)] against the demand raised by ACIT-10(3), Mumbai, U/s 143(3) of Income Tax Act, 1961 for Rs. 111.25 lakhs, for the A.Y. 2007-08 vide Assessment Order dated 24 December 2009.

6. Guarantee issued by bank on behalf of the Company is for the Projects undertaken by the Company with certain entities associated with the Government of India & the State Governments.

7. Employee Stock Option Scheme

8. In the extraordinary general meeting held on 13 April 2011, the shareholders approved the issue of 140,886 options under the Scheme titled "ESOP 2011 -I".

The ESOP 2011-1 allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share.

The exercise price of each option is Rs. 10. On 2 June 2011 the options granted have been exercised and converted into 140,886 equity shares.

The difference between the fair price of the share underlying the options granted on the date of grant of option and the exercise price of the option (being the intrinsic value of the option) representing stock compensation expense has been expensed to profit and loss statement since there was no vesting period.

9. In the extraordinary general meeting held on 13 April 2011, the shareholders approved the issue of 272,912 options under the Scheme titled "ESOP 2011-11".

The ESOP 2011-11 allows the issue of options to employees of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share.

During the current year, the Company has granted 272,912 options Under the "ESOP 2011- II" to eligible employees of the Company.

The difference between the fair price of the share underlying the options granted on the date of grant of option and the exercise price of the option (being the intrinsic value of the option) representing stock compensation expense has been expensed to profit and loss statement on a time proportion basis over the vesting period.

10. The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognised as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

11. The Company operates in one business segment hence the reporting requirement pertaining to Accounting Standards 17 on "Segment Reporting" are not applicable.

12. The Revised Schedule VI has become effective from 1 April 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

13. Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

14. EVENTS OCCURRING AFTER BALANCE SHEET DATE

The Company approached the capital market with its maiden Public Issue of 1,23,75,000 Equity Shares of face value of Rs.10 each for cash at a price ofRs. 80 per equity share (including a share premium ofRs. 70 per equity share) aggregating to Rs.9,900 lakhs consisting of a fresh issue of 4,375,000 Equity Shares aggregating to Rs. 3,500 lakhs (The "Fresh Issue") and an Offer for Sale of 8,000,000 Equity Shares by Helix Investments Company (The "Selling Shareholder") aggregating to Rs. 6,400 lakhs (The "Offer For Sale" and together with the Fresh Issue, the "Issue"). The Issue constituted 31.29% of the Post-Issue paid-up Equity Share capital of the Company.

The Bid/Issue opened for subscription on 27 March 2012 and closed on 29 March 2012 in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the "SEBI (ICDR) Regulations"). The floor price for the Issue was fixed at Rs. 74 per Equity Share ofRs. 10 each and the Cap Price was fixed atRs. 80 per Equity Share ofRs. 10 each.

The Anchor Investor Bid/Issue opened and closed on 26 March 2012. The Company received applications from 2 Anchor Investors for 2,702,720 Equity shares at a Price of Rs. 74 per share amounting to Rs. 2,000 lakhs in the Escrow account. The Anchor Investors were allocated 1,737,914 shares.

The Issue was oversubscribed to the extent of 4.907 times (excluding the Anchor Portion) as per the Bid data after removing multiple and duplicate bids and before technical rejections. After considering the cheque returns, withdrawals and technical / multiple rejections cases, the Issue was subscribed 4.887 times (excluding the Anchor Portion).

Afterthe closure of the Issue, the Company in consultation with the Book Running Lead Manager finalised the Issue price at Rs. 80 per Equity Share for all investors (including Anchor Investors).

As of 31 March 2012, the Company has issued 4,375,000 Fresh Equity shares for subscription aggregating to Rs. 3,500 lakhs.

All activities post closure of the Issue viz. receiving of provisional & final certificates from the Escrow banks, reconciliation of bid files received from the stock exchanges and bank schedules received from the escrow bankers, technical rejections, finalisation of basis of allotment, application for listing of Equity shares with the Stock Exchanges, transfer of funds from Escrow account to public issue account, allotment of Equity Shares etc. were carried out between 2 April 2012 and 10 April 2012 and accordingly as of 31 March 2012 the said 4,375,000 fresh Equity shares are shown as ''Shares issued but not subscribed''.

As per the Final certificates issued by the Escrow Collection Banks, SCSBs (Syndicate ASBA) and SCSBs, 6,962 applications for 54,746,560 Equity Shares have been received and the amount collected / blocked was Rs. 4,363.87 lakhs.

After considering the rejections & withdrawals, there were 6,841 valid applications for 54,684,240 Equity shares.

The basis of allotment was approved in the IPO committee meeting of the Company held on 9 April 2012 and the allotment of Shares was done in the meeting of the Board of Directors of the Company held on 10 April 2012.

Based on the basis of allotment as approved by the BSE Limited (Designated Stock Exchange") 12,375,000 Equity shares were allotted to 6,193 applicants.

On allotment, the issued, subscribed and paid-up capital of the Company increased to Rs. 395,478,720 divided into 39,547,872 Equity Shares of Rs. 10 each, fully paid-up.

---

Mar 31, 2011

BACKGROUND

MT Educare Limited was incorporated under the Companies Act, 1956 on 19th August, 2006 and is engaged in the business of conducting commercial training, coaching / tutorial classes and activities incidental and ancillary thereto.

1. Share Capital:

During the year ended 31st March, 2011, the Company has declared a bonus of 32 shares for every share held, Accordingly, 33,310,080 Equity Shares were allotted as bonus shares to existing shareholders. The total number of Equity shares post the bonus issue are 34,351,020.

2. Intangible Assets:

During the year ended 31st March, 2011, following items were capitalized as Intangible Assets:

- Non-compete fees of Rs.4,200,000 paid to Visiting Lecturers as per agreement dated 16th April, 2008.

- An amount of Rs.1,730,236 incurred for in house development of Multimedia Software (TAT), has been capitalized as Intangible Assets during the period ended 31st March, 2011.

- An amount of Rs.15,514,906 included in opening Capital Work In Progress, for in house development of Multimedia Software (TAT), has been capitalized as Intangible Assets during the year ended 31st March, 2011.

- An amount of Rs.7,108,000, incurred towards ERP - SAP Software, included in Capital Work

In Progress has been capitalized as Intangible Assets during the year ended 31st March, 2011.

3. Fixed Assets

During the year ended 31st March, 2008 opening balance of Gross Block of certain Fixed Assets under the respective heads of "Tangible Assets" brought forward from Financial year 2006-07 were erroneously stated at Written Down Value instead of their gross value, and hence the Gross Block and Accumulated Depreciation of Fixed Assets were understated by Rs.1,823,919 respectively. Accordingly both Gross Block & Accumulated Depreciation as at 01.04.2010 have been increased byRs. 1,823,919 under the respective heads of "Tangible Assets".

4. Contingent Liabilities:

- The company has ensured compliance of all the obligations made / undertaken as shareholder of MT Education Services Pvt. Ltd. in its Joint Venture with HT Education Ltd. The quantum of such obligation is not determinable.

- Claims against the company for income tax appeals not acknowledged as Debts, aggregates to Rs.5,748,303.

- Guarantees issued by the bank on behalf of the Company Rs.2,100,000 as at 31st March, 2011.

5. Operating Leases:

General description of Lease Terms:

(i) Assets are taken on lease over a period of 2 to 10 years,

(ii) Lease rentals are charged on the basis of agreed terms with the landlord.

The aggregate payments made by the Company during the year towards operating leases are as under

6. There is no amount payable by the Company to Micro, Small and Medium Enterprise Suppliers as defined under Section 7 of the Micro, Small and Medium Enterprises Development Act, 2006. The identification of Micro, Small and Medium Enterprise Suppliers is based on management''s knowledge of their status.

7. Capital Commitments

The estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31st March, 2011 is Rs.12,479,079 (Previous year Rs.13,736,491)

8. Dubai - Foreign Operations :

In the Financial year 2008-09 the Company opened is branch in Dubai, under the name of MT Management Solution to impart education to students in the United Arab Emirates (UAE). The Branch had subsequently entered into an agreement with ''Wisdom Educational Institute (WEI), based in Dubai, for providing advisory services to WEI for enabling them to impart education and coaching. In the current financial year, the Branch has earned professional fees of Arab Emirates Dirham (AED) 1,052,758 for providing advisory and professional services to WEI.

9. Franchisee:

The Company has entered into arrangements with franchisees for conducting commercial training, coaching and tutorial classes. As per the agreements entered into with these franchisees, the franchisees are required to pay an upfront fee as brand fees to the Company, which is for a period of 3 years. Monies received by the Company as brand fees are recognized as income over this period of 3 years.

In addition to the above mentioned upfront fees, the franchisees are required to pay commission/royalty at the rates to be calculated as per the agreements entered into with them.

10. Major components of deferred tax asset arising on account of timing differences as on 31st March, 2011 are: -

11. In the opinion of the Board of Directors, Current Assets, Loans & Advances are approximately of the value stated, if realized in the ordinary course of business and provisions for all the known liabilities and depreciation are adequate and not in excess of the amount reasonably necessary.

12. Gratuity:

The following table sets out the status of the gratuity plan and the amounts recognized in the Company''s financial statements as at the Balance Sheet date.

13. Related Parties:

The Management has identified the following Companies, firms, H.U.F''s, trust and individuals as related parties of the Company for the period ended 31st March, 2011 for the purposes of reporting as per AS 18 - Related Party Transactions:

14. Acquisitions:

The Company has acquired 51% of the paid-up Equity Share Capital of Chitale''s Personalized Learning Private Limited (CPLPL), which is engaged in the business of providing coaching for competitive examinations for admissions to universities offering masters in business administration degrees with effect from 1st February, 2011.

15. The previous year''s figures have been regrouped, rearranged and recanted wherever found necessary.

16. Events occurring after the Balance Sheet Date:

a. Employee Stock Options

The Company instituted Employee Stock Option Schemes, ESOP 2011 - I and ESOP 2011 - II on 8th April, 2011, pursuant to Board and Shareholders'' resolutions dated April 8th April, 2011 and 13th April, 2011, respectively. The Company obtained consent from its members for grant of 140,887 options convertible into 140,887 Equity Shares of face value Rs.10 each under ESOP - I and 272,912 options convertible into 140,887 Equity Shares of face value Rs.10 each under ESOP - I respectively. The objective of ESOP 2011 - I and ESOP 2011 - II was to reward the employees for their past association and performance as welt as to motivate them to contribute to the growth and profitability of our Company.

The Company subsequently granted 140,886 options under ESOP 2011 -1 and 272,912 options under ESOP 2011 - II respectively and the balance 1 option in ESOP 2011 - I has been annulled Rs. in the Board Meeting held on 2nd June, 2011. A&

b. 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 personnel associated with the Company through a subsisting valid contract of engagement for the 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 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, the Company has on 2nd June, 2011 allotted 680,966 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.

c. Acquisitions

The Company was holding 18% of the paid-up share capital of MT Education Seines Private Limited (MTESPL). It has subsequently, on 7th April, 2011 acquired the balance 82% shares from its existing shareholders, thereby making MTESPL, a 100% subsidiary of the Company.

d. Land

The 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.87,000,000, of which the Company has paid a sum of Rs.10,000,000.

e. Conversion to Limited Company

The Company changed its name from MT Educare Private Limited to MT Educare Limited upon its conversion into a public company and pursuant to the receipt of fresh certificate of incorporation dated 18th May, 2011

NOTE:

1. The above statements have beer prepared by the indirect method, except in case of interest, dividend and purchase of investments, which have been considered on the basis of actual movement of cash.

2. Cash and cash equivalent represents cash, bank balances and fixed deposits