Your Director's take pleasure in presenting the Nineteenth Annual Report of the Company together with Audited Financial
Statements for the year ended March 31,2025.

Since the Company was admitted into the Corporate Insolvency Resolution Process (CIRP) pursuant to an application
filed under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) by Connect Residuary Private Limited (CRPL),
an Operational Creditor, with effect from December 16, 2022, the CIRP has been underway.

The constitution of the Committee of Creditors (CoC) was initially stayed by the Hon'ble NCLAT, New Delhi, following
an appeal filed by Mr. Vipin Choudhary, an erstwhile director of the Company. The said appeal was dismissed on August
18, 2023, enabling the continuation of the CIRP.

Subsequently, Mr. Ashwin B. Shah constituted the CoC on August 21, 2023, and served as the Deemed Resolution
Professional until January 22, 2024, when the Hon'ble NCLT, Mumbai Bench confirmed the appointment of Mr. Arihant
Nenawati as the Resolution Professional (RP). Mr. Nenawati took charge and continued the CIRP proceedings.

In continuation of the process, Form G was published on January 8, 2024, inviting Expressions of Interest (EOIs). Out of
the nine EOIs received, two Resolution Applicants ultimately submitted Resolution Plans. After completing the necessary
evaluations, negotiations, and deliberations, the CoC approved the selected Resolution Plan through the required
voting process.

The matter is now pending for hearing and final approval before the Hon'ble NCLT, Mumbai Bench.

FINANCIAL RESULTS

The Financial performance of your Company for the year ended March 31, 2025 is summarized below:

DIVIDEND

In view of the net loss incurred by the Company during the
financial year and the accumulated losses from previous
years, the Board does not recommend any dividend for the
financial year ended March 31, 2025.

TRANSFER TO RESERVES:

In view of the losses incurred during the financial year and
the accumulated losses from prior years, the Company has
not transferred any amount to reserves. The losses have
been carried forward in the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013 ("the Act") and based on the
information and representations received from the
operating management, the Board of Directors hereby
confirms that, in relation to the audited financial statements
for the financial year ended March 31,2025:

a) The financial statements comprising the Balance
Sheet as at March 31, 2025, and the Statement of
Profit and Loss for the year then ended, have been
prepared on a going concern basis, in accordance
with the applicable accounting standards, with no
material departures;

b) The accounting policies selected have been applied
consistently and, wherever necessary, judgments
and estimates have been made on a prudent and
reasonable basis, so as to give a true and fair view
of the state of affairs of the Company as at March
31,2025, and of the loss of the Company for the year
ended on that date;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Company has laid down adequate internal
financial controls to be followed and such controls
were operating effectively during the year; and

e) The Company has devised proper systems to ensure
compliance with the provisions of all applicable
laws, and such systems were adequate and
operating effectively.

PHYSICAL VERIFICATION OF FIXED ASSETS AND
WRITE OFF

During the financial year 2022-23, physical verification
of the Company's fixed assets was carried out under the
supervision of the then Resolution Professional, Mr. Ashwin
B. Shah. Discrepancies identified during the verification

were reconciled with the Fixed Assets Register, and the
necessary adjustments were duly reflected in the audited
financial statements for that year.

During the financial year 2024-25, no physical verification
of fixed assets was conducted.

BUSINESS OVERVIEW

The financial year 2024-25 remained a challenging period
for MT Educare Ltd., shaped by operational constraints,
limited resources, and the continuing impact of regulatory
proceedings under the Corporate Insolvency Resolution
Process (CIRP). Despite the absence of a significant
turnaround in business performance, the Company
remained committed to sustaining its core operations,
improving academic outcomes, and safeguarding
stakeholder interests during this critical phase.

Academic Outcomes:

In the face of adversity, the Company placed a strong
emphasis on maintaining academic quality. With focused
efforts from the academic team and robust internal
processes, we were able to deliver positive academic
outcomes across our key centers, reaffirming our core
strength in delivering quality education.

Digital Content Development:

Digital Content Development emerged as a new and
promising business division during the year. The Company
undertook content development projects both for internal
group requirements and external clients, marking its
entry into a scalable and high-potential segment. Despite
being in its initial year, the division delivered a strong
performance, establishing a solid foundation for future
growth. This vertical is expected to become a key revenue
driver in the coming years, offering strategic diversification
and supporting the Company's long-term vision.

Employee and Management Collaboration:

The resilience demonstrated by our employees and
management was instrumental during the year. The
mutual support and collaborative spirit among the team
helped in driving academic success and sustaining day-to¬
day operations despite the constrained environment.

Operational Rationalisation:

To reduce the financial burden, the Company strategically
shut down loss-making locations. This decisive action
contributed to a leaner operational model and helped
minimize ongoing losses.

Cost Optimization Initiatives:

In addition, significant efforts were made to reduce fixed
costs. The Company successfully renegotiated rental
terms at several premises, easing cash flow pressures and
improving cost efficiency.

Laying the Foundation for Academic Excellence:

Despite the challenges, initiatives undertaken during the
year were aligned with the goal of strengthening academic
excellence for the upcoming academic year. These included
refining content, improving pedagogy, and better allocation
of resources, all of which are expected to yield improved
outcomes and optimized costs going forward.

Vendor Support:

The continued support from our vendors, even in the
face of financial uncertainty, reflected their trust in the
long-term potential of the Company. Their cooperation
was crucial in ensuring uninterrupted delivery of services,
which in turn contributed to academic stability.

The Company acknowledges that its current position
remains challenging and that a meaningful turnaround
will require time. The recovery process continues to be
slow and is largely contingent upon the outcome of the
ongoing CIRP proceedings and any resolution strategies
that may emerge through the Hon'ble NCLT. However, the
resilience demonstrated by the team, the enduring trust
of the parent and student community, and the strong
academic foundation of MT Educare continue to serve as
pillars of stability and hope. These strengths will be crucial
as the Company navigates the path to revival and long¬
term sustainability.

FINANCIAL PERFORMANCE:

The financial year 2024-25 remained challenging for
Company, reflecting continued pressure on operational
performance and overall revenue growth, primarily due to
lower student rollover enrolments across both standalone
and consolidated operations.

Standalone Performance

The Company reported a total standalone revenue of
'2,546 lakhs in FY 2024-25, compared to '2,884 lakhs in

FY 2023-24. This decrease was primarily attributable to a
reduction in student rollover enrolments.

Finance costs decreased by ' 573 lakhs in FY25, compared
to the previous year, primarily due to a reduction in interest
on lease liabilities in accordance with Ind AS 116.

The Operating EBITDA for FY25 stood at '(312.23) lakhs
as compared to '(124.19) lakhs in FY24. The decline was
primarily on account of lower revenue and the Company
is undertaking corrective measures to improve operational
efficiency going forward.

The Profit Before Tax (PBT) for the year was ' 1,529.51
lakhs, compared to ' (1,533.04) lakhs in the previous year,
and the Profit After Tax (PAT) stood at ' 795.60 lakhs in

FY25, compared to ' (1,451.13) lakhs in FY24.

Consolidated Performance

On a consolidated basis, the Company recorded total
revenue of ' 5,563 lakhs in FY 2024-25, as against
' 5,137 lakhs in FY 2023-24, This growth was primarily
driven by higher income from content creation in one of
the subsidiary companies.

Finance costs rose significantly to ' 1,343 lakhs in FY25,

compared to '1,215 lakhs in FY24, reflecting an increase
primarily due to higher interest expenses incurred by a
subsidiary company.

Accordingly, Operating EBITDA stood at ' 400.16 lakhs,
marking a significant turnaround from ' (379.81) lakhs
in FY24, This improvement reflects enhanced operational
efficiency and better cost management initiatives
undertaken during the year

The Profit Before Tax (PBT) was reported at ' (1,997.46)
lakhs in FY25, compared to '(2,631.19) lakhs in the
previous year, while the Profit After Tax (PAT) stood at '
(3,099.38) lakhs, compared to '(2,765.26) lakhs in FY24.

CAPITAL STRUCTURE

During the year under review, there was no change in the
share capital of the Company. Accordingly, as on March
31, 2025, the equity capital structure of the Company is
as follows:

* Authorised Share Capital:

'80,00,00,000/- (Rupees Eighty Crores only) divided into
8,00,00,000 (Eight Crores) Equity Shares of '10/- (Rupees
Ten) each.

* Paid-up Equity Share Capital:

'72,22,80,540/- (Rupees Seventy-Two Crores Twenty-Two
Lakhs Eighty Thousand Five Hundred Forty only) divided
into 7,22,28,054 (Seven Crores Twenty-Two Lakhs Twenty-
Eight Thousand Fifty-Four) Equity Shares of '10/- (Rupees
Ten) each.

MATERIAL CHANGES POST CLOSURE OF
FINANCIAL YEAR:

There have been no material changes and commitments
affecting the financial position of the Company that have
occurred between the end of the financial year under
review and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:

During the financial year 2022-23, the Corporate Insolvency
Resolution Process (CIRP) initiated by Connect Residuary
Private Limited (CRPL), an Operational Creditor of the
Company, against MT Educare Limited continued during
the year under review.

On August 18, 2023, the Hon'ble NCLAT, New Delhi,
dismissed the appeal filed by one of the Company's
erstwhile Directors, Mr. Vipin Choudhary, thereby allowing
the CIRP to proceed. Pursuant to this, Mr. Ashwin B. Shah
constituted the Committee of Creditors (CoC) with effect
from August 21, 2023, and continued to oversee the CIRP.

Subsequently, on January 22, 2024, the Hon'ble NCLT,
Mumbai Bench, confirmed the appointment of Mr. Arihant
Nenawati as the Resolution Professional (RP). Following the
confirmation, Mr. Nenawati formally took charge of the
Company and has since been overseeing its operations
and the CIRP proceedings.

During the year under review, the Hon'ble NCLT, Mumbai
Bench, also dismissed the claim filed by SVC Co-operative
Bank Limited against MT Educare Limited in the CIRP
proceedings. The Bank has filed an appeal against this
order, which is currently pending adjudication before the
Hon'ble NCLAT, New Delhi.

EMPLOYEES STOCK OPTION SCHEME

The Company has implemented two Employee Stock
Option Schemes, namely "ESOP 2016" and "MT Educare
Ltd. ESOP 2018", in accordance with the provisions of the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

Under ESOP 2016, a total of 8,00,000 options were
approved for grant. Out of these, 7,38,450 options were
granted to eligible employees. As on December 18, 2018,
a total of 4,43,070 options had been exercised by the
respective employees. The balance unexercised options
have lapsed.

During the financial year under review no options were
granted and no options are outstanding for exercise by the
employees of the Company.

SUBSIDIARY COMPANY

As on March 31, 2025, your Company continued to be the
Holding Company of the following seven subsidiaries:

1. MT Education Services Private Limited

2. Lakshya Forrum for Competitions Private Limited

3. Chitale's Personalised Learning Private Limited

4. Sri Gayatri Educational Services Private Limited

5. Robomate Edutech Private Limited

6. Letspaper Technologies Private Limited

7. Labh Ventures India Private Limited

The Company does not have any associate companies or
joint ventures.

During the year under review, the Company has
recognized impairment of its entire investments in the
following subsidiaries:

• MT Education Services Private Limited

• Chitale's Personalised Learning Private Limited

• Sri Gayatri Educational Services Private Limited

• Robomate Edutech Private Limited

• Letspaper Technologies Private Limited

• Labh Ventures India Private Limited

In compliance with the provisions of Section 129 and
Section 134 of the Companies Act, 2013, read with the
applicable rules thereunder and Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the
Consolidated Financial Statements of the Company
and its subsidiaries have been prepared in accordance
with Indian Accounting Standards (Ind AS) and form an
integral part of this Annual Report.

A statement containing the salient features of the financial
statements of the subsidiaries in the prescribed format
Form AOC-1 is also appended to the Annual Report.

Further, in accordance with the provisions of Section 136 of
the Companies Act, 2013 and SEBI Listing Regulations, the
standalone and consolidated audited financial statements
of the Company, including the audited financial statements
of its subsidiaries, are available on the Company's website
at www.mteducare.com and shall also be made available
for inspection at the Registered Office of the Company
during business hours.

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

Performance of Material Subsidiaries

Lakshya Forrum for Competitions Private Limited

(Lakshya)

Lakshya continued to be a material subsidiary during the
year under review.

• Revenue from operations for FY 2024-25 stood at
' 2,915.92 lakhs, as compared to ' 2,244.63 lakhs in

the previous financial year.

• The Company recorded a loss of '160.69 lakhs for
FY 2024-25, as compared to a loss of '964.90 lakhs
in the previous year, indicating a significant reduction
in losses.

Labh Ventures India Private Limited (Labh)

Labh also continued to be a material subsidiary during
the year under review.

• Revenue from operations for FY 2024-25 stood at
'Nil, as compared to '804.30 lakhs in the previous
financial year.

• The Company reported a loss of '3,385.40 lakhs in
FY 2024-25, as compared to a loss of '206.64 lakhs
in the previous year. The performance was adversely
impacted due to the derecognition of Right-of-Use
(ROU) assets related to rental income during the year
under review.

Performance of Other Subsidiaries

The remaining subsidiaries did not generate any
operational revenue during the year under review.

CORPORATE GOVERNANCE & POLICIES

The objective of the Company's Corporate Social
Responsibility (CSR) initiatives is to enhance the quality
of life of communities by fostering long-term value
creation for all stakeholders. The Company's CSR
Policy outlines the guiding principles for planning and
implementing its CSR activities.

The salient features of the CSR Policy are provided in the
Annual Report on CSR activities, which is annexed to
this Report. The complete CSR Policy is available on the
Company's website at:

? https://www.mteducare.com/corporate-governance

'1Your Company continues to comply with the Corporate
Governance requirements as prescribed under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").

In terms of Schedule V of the Listing Regulations, a
detailed Corporate Governance Report along with a
Compliance Certificate issued by the Statutory Auditors
of the Company is annexed and forms an integral part of
this Annual Report.

All members of the Board of Directors and the senior
management personnel, as on March 31, 2025, have
affirmed compliance with the Code of Conduct of the
Company for the financial year 2024-25. A declaration
to this effect, signed by the erstwhile Non-Executive
Director, is also included in this Annual Report.

Additionally, the erstwhile Non-Executive Director has

submitted a certificate to the Board with respect to the
financial statements and other matters as required under
Regulation 17(8) of the Listing Regulations. This certificate
is also annexed to the Annual Report.

The Management Discussion and Analysis Report, as

mandated under the Listing Regulations, is presented in
a separate section and forms part of this Annual Report.

In accordance with the requirements of Section 178 of the
Companies Act, 2013, the Nomination and Remuneration
Committee of the Board has established objective criteria
for the nomination of Directors. These criteria include,
among others, the desired size and composition of the
Board, age and experience, domain expertise, and
independence of the individual.

Your Company has also adopted a Remuneration Policy,
the salient features of which are annexed to this report.

To ensure sound governance and regulatory compliance,
your Board has adopted and implemented several key
policies and codes, including:

• Code of Conduct for Directors and Senior Management

• Material Subsidiary Policy

• Insider Trading Code

• Document Preservation Policy

• Policy for Determination and Disclosure of
Material Events

• Policy on Fair Disclosure of Unpublished Price
Sensitive Information

• Whistle Blower and Vigil Mechanism Policy

• Related Party Transactions Policy

• Succession Planning Policy

• Risk Management Policy

• Remuneration Policy

All of the above policies are available on the Company's
corporate website: www.mteducare.com.

Additionally, details of the Directors' Familiarisation
Programme and the Terms and Conditions for
Appointment of Independent Directors are also available
on the Company's website.

CORPORATE SOCIAL RESPONSIBILITY

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

As on April 01, 2024 the Corporate Social Responsibility
Committee comprised of Dr. Dattatraya Kelkar,
Independent Director as Chairman, Mr. Roshanlal Kamboj,
Independent Director, Ms. Nanette D'sa, Independent
Director and Mr. Surender Singh, Non-Executive Director
as members of the Committee.

As at March 31,2025, there was no change in the constitution
of the Corporate Social Responsibility Committee,
Accordingly, in compliance with requirements of Section
135 read with Schedule VII of the Companies Act, 2013, the
Corporate Social Responsibility Committee comprises of
Dr. Dattatraya Kelkar, Independent Director as Chairman,
Mr. Roshan Lal Kamboj, Independent Director, Ms. Nanette
D'sa, Independent Director and Mr. Surender Singh, Non¬
Executive Director as members of the Committee.

During the year under review, Corporate Social
Responsibility Committee met at the Meeting of RP named
Corporate Social Responsibility committee meeting which
has been conducted on February 13^th, 2025 to review
the CSR Applicability and to review various CSR projects,
expenditure on the same (if any) during the year as well as
quarter ended 31^st December, 2024 wherein the Directors
were also present.

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

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

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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

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

There are currently 6 (Six) Directors, including Two Non¬
Executive Non-Independent, and Four Non-Executive
Independent Directors to provide their declarations both at
the time of appointment and annually confirming that they
meet the criteria of independence as prescribed under
Companies Act, 2013 and Listing Regulations wherever
applicable. During FY 2024-2025, your Board met 4 (Four)
times (Including RP Meeting) details of which are available
in Corporate Governance Report annexed to this report.

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

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

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

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

BOARD EVALUATION

In view of the continued status of the Company under the
Corporate Insolvency Resolution Process (CIRP) during the
year under review, and with the powers of the Board of
Directors remaining suspended while the management
of the affairs of the Company rested with Mr. Arihant
Nenawati, the Resolution Professional, the evaluation of
the Board, its Committees, and individual Directors was
not undertaken during the period.

BOARD COMMITTEES

In compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Board had
constituted various Committees, including the Audit
Committee, Nomination & Remuneration Committee,
Stakeholders' Relationship Committee, and Corporate
Social Responsibility Committee.

Details regarding the scope, constitution, terms of
reference, and the number of meetings held during
the year under review, along with the attendance of
Committee Members, are provided in the Corporate
Governance Report, which forms part of this Annual
Report. The constitution of these Committees, in
accordance with the applicable regulatory requirements,
is also available on the Company's website at www.
mteducare.com.

However, pursuant to the initiation of the Corporate
Insolvency Resolution Process (CIRP), the powers of
the Board and its Committees were suspended, and such
powers are currently vested with Mr. Arihant Nenawati,
the Resolution Professional, in accordance with the
provisions of the Insolvency and Bankruptcy Code, 2016.

DECLARATION BY INDEPENDENT DIRECTORS

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

They have further confirmed that they are not aware of any
circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to
discharge their duties and that they are independent of
the management. Further, the Independent Directors have
also submitted their declaration in compliance with the
provision of Rule 6(3) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, which mandated the
inclusion of an Independent Director's name in the data
bank of the Indian Institute of Corporate Affairs ('11CA') for a
period of one year or five years or lifetime till they continue
to hold the office of an independent director. All the
Independent Directors (wherever applicable) had passed
the Online Proficiency Self-Assessment Test conducted
by IICA.

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

AUDITORS

M/s. MGB & Co. LLP, Chartered Accountants, having (Firm
Registration No. 101169W/W-100035), were appointed as
the Statutory Auditors of the Company for a tenure of 5
(five) years, to hold office from the conclusion of the 14^th
AGM held on December 24, 2020 until the conclusion of the
ensuing AGM. M/s. MGB & Co. LLP's tenure of 5 (five) years
as Statutory Auditors concludes at this ensuing AGM. The
Company has received confirmation from the Statutory
Auditors to the effect that their re-appointment, if made, will
be in accordance with the limits specified under the Act and
the firm satisfies the criteria specified in Section 141 of the
Act read with Rule 4 of the Companies (Audit and Auditors)
Rules, 2014. The Board of Directors of the Company on
the recommendation of the Audit Committee has re¬
appointed M/s. MGB & Co. LLP, Chartered Accountants,
having (Firm Registration No. 101169W/W-100035), as the
Statutory Auditors of the Company pursuant to Section 139
of the Act for a second term 5 (five) years to hold office
from the conclusion of the ensuing AGM till the conclusion
of 24^th AGM of the Company to be held in the year 2030,
subject to approval by the Members at the ensuing AGM.
The Board recommends to seek consent of its Members
at the ensuing AGM on re-appointment of M/s. MGB & Co.
LLP, Chartered Accountants, having (Firm Registration No.
101169W/W-100035), as Statutory Auditors for tenure of
5 (five) years, to examine and audit the accounts of the
Company during the said period.

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

Standalone:

a) As described in Note 1 and Note 54 of the standalone
financial statements, we have been informed that
various claims by operational creditors/ financial
creditors / employees / statutory authorities and other
creditors including claims for guarantee obligation
("creditors") have been submitted to the RP. The
overall obligations and liabilities, including interest and
principal amounts of borrowings will be determined
during the Corporate Insolvency Resolution Process
("CIRP"). As the outcome of the CIRP is still pending, no

accounting impact has been recognised in the books
of account in respect of any excess, shortfall, or non¬
receipt of claims from the aforementioned creditors. In
the absence of final determination and reconciliation
of such claims, we are unable to comment on
adjustments, if any, that may be required.

Reply: The CIR Process at its last stage and pending
for decision of the adjudicating authority. Admitted
claims were finalized in Mar-24 and shared with the
PRAs and available on official site. Due to various
contingencies in the claim with related to interest,
penal provision in contract terms and timing of the
claim may cause variation in amount recorded in the
financial statements.

b) In the absence of comprehensive review of carrying
amount of assets (including property, plant and
equipment, investments, loans and advances,
balances with government authorities, deposits,
trade and other receivables) and liabilities and non¬
availability of confirmations of substantial balances
and pending completion of CIRP, we are unable to
comment upon, whether any adjustments are required
in the carrying amounts of such assets and liabilities
and consequential impact, if any, on the profit for
the quarter and year ended 31 March 2025. Further,
non-determination of fair value of financial assets and
liabilities and impairment of carrying amount of other
assets and liabilities are not in compliance with Ind AS
109 "Financial Instruments", Ind AS 36 "Impairment
of Assets" and Ind AS 37 "Provisions, Contingent
Liabilities and Contingent Assets".

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

c) The Company has recognised net deferred tax
assets of ' 6,235.92 lakhs as at 31 March 2025, which
includes deferred tax assets recognised on loans. The
recognition of deferred tax assets on such loans is not
in accordance with Ind AS 12 "Income Taxes". Further,
the recognition of the remaining deferred tax assets
is based on the assumption that sufficient taxable
income will be available in future periods against
which these deferred tax assets can be utilized. In view
of the continued losses and the ongoing Corporate
Insolvency Resolution Process (CIRP), we are unable to
obtain sufficient appropriate audit evidence to support
the assumptions underlying the recognition of these

deferred tax assets as per Ind AS 12 "Income Taxes".
Accordingly, we are unable to determine whether any
adjustments are required to the carrying amount of
these deferred tax assets as at 31 March 2025.

Reply: Pursuant to an application filed by Connect
Residuary Private Limited before the National
Company Law Tribunal, Mumbai Bench ("NCLT") in
terms of Section 9 of the Insolvency and Bankruptcy
Code, 2016 read with the rules and regulations
framed thereunder ("Code"), the NCLT had admitted
the application and ordered the commencement of
corporate insolvency resolution process ("CIRP") of MT
Educare Limited ("Corporate Debtor", "the Company")
vide its order dated 16 December, 2022. The NCLT
had appointed Mr. Ashwin B. Shah as the interim
resolution professional for the Corporate Debtor vide
its order dated 16 December, 2022. Interim Resolution
Professional took charge of the affairs of the corporate
debtor on 23^rd December, 2022. Further, this is to
bring into your notice that the Hon'ble NCLT Mumbai
vide order dated January 22, 2024, order received to
the Resolution Professional (RP) on January 31, 2024,
(copy of the said NCLT order dated January 22, 2024 is
enclosed herewith) replaced Mr. Ashwin Bhavanji Shah
(IRP) with the undersigned Resolution Professional
(RP), Mr. Arihant Nenawati, having IBBI Registration
No. IBB/IPA-001/IP-P00456/2017-2018/10799. The
RP of the view, that after approval of resolution plan
by adjudicating authority, the successful PRA would
revive the Corporate Debtor, thus the DTA assets
would be carried at same level.

d) i) The Company has outstanding loans, trade
receivables and other receivables ("receivables")
of ' 7,769.97 lakhs (net of provisions) as at 31
March 2025, which are overdue / rescheduled.
The management / RP envisages the same to
be good and recoverable. However, in view of
the long outstanding nature of these balances
and in the absence of sufficient appropriate
audit evidence, we are unable to assess
whether any adjustments are necessary to the
carrying amount of these receivables and the
consequential impact, if any, on the standalone
financial statements. The non-recognition of an
impairment provision/ expected credit loss in
respect of these receivables is not in compliance
with Ind AS 109 - "Financial Instruments".

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

ii) As referred in Note 12 of the standalone financial
statements, the Company has not accounted for
interest income of ' 1,987.35 lakhs for the year
ended 31 March 2025 and ' 3,749.99 lakhs up
to 31 March 2025, pending recoveries of long
outstanding loans (included in d (i) above).

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

e) The Company has defaulted in repayment
of principal and interest to banks, financial
institutions and other lenders, resulting in the
classification of the accounts as a Non-Performing
Assets (NPA). Furthermore, the Company has
not recognised interest expenses (excluding any
additional or penal interest) on the aforesaid
borrowings of ' 347.35 lakhs for the year ended
31 March 2025 and ' 1,547.11 lakhs up to 31
March 2025, based on the basic rate of interest as
per the terms of the loans. This non-recognition
of borrowing costs is not in compliance with Ind
AS 23 - "Borrowing Costs" read with Ind AS 109 -
"Financial Instruments".

Reply: During the CIRP period, claims from 683
creditors amounting to '2,29,19,13,487/- were
received, out of which 659 claims amounting to
' 94,98,87,414/- were admitted. Further, claims
of ' 75,55,53,011/- were not admitted for the
reasons best communicated to the creditors. A
detailed list of creditors is available on the official
website of the Corporate Debtor. AS per the
Code, initiation of the CIRP put a moratorium on
any interest cost associated with the liability exist
on CIRP commencement date.

f) We have not received bank statement/
confirmation of balance for the balance lying in
current account with bank of ' 5.36 lakhs. In the
absence of sufficient appropriate audit evidence,
we are unable to determine possible impact, if
any, on the profit for the quarter and year ended
31 March 2025 and on the carrying value of cash
and cash equivalents.

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

g) We have been informed by the RP that certain
information, including the minutes of the
meetings of the Committee of Creditors (COC),
and the outcome of certain specific/ routine
procedures carried out as part of the IBC process
are confidential in nature and cannot be shared
with other than the COC and Hon'ble NCLT. In the
opinion of the RP, the matter is highly sensitive,
confidential and may have adverse impact on
the resolution process. Accordingly, we were
not provided access to such information and are
therefore unable to comment on the impact, if
any, on the standalone financial statements,
including recognition, measurement, and
disclosures, that may have arisen, had such
information been made available to us.

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

h) The Company's investment in subsidiary
companies of ' 1,297.71 lakhs as at 31 March
2025 has been considered as good and fully
recoverable by the management / RP, despite
the subsidiaries having accumulated losses,
complete erosion of net worth, and facing
liquidity constraints. In the absence of sufficient
and appropriate audit evidence to support this
assessment, we are unable to comment on
whether any adjustments are required to the
carrying value of these investments in accordance
with Ind AS 36 - "Impairment of Assets", and the
consequential impact, if any, on the standalone
financial statements.

Reply: The SRA' resolution plan under
consideration for decision of adjudicating
authority and SRA plan may value investment in
various subsidiary and decision for any change
in the status shall be taken by the successful
resolution applicant. All subsidiary investment
hold good to successful PRA and decision of any
impact of provision is deferred till then.

i) The Company has accumulated losses, negative
net worth (considering the impact of various
paragraphs stated above), and its current
liabilities exceed its current assets. Additionally,
there has been a decline in operational activity
and defaults in meeting its financial obligations.
These events or conditions indicate a material
uncertainty that may cast a significant doubt
on the Company's ability to continue as a going

concern. The Company's ability to continue as a
going concern is dependent upon the outcome of
the CIRP, including approval and implementation
of the resolution plan. We have not obtained
sufficient appropriate audit evidence to support
the management/ RP's assessment that the
Company will continue as a going concern.

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

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

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

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

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

j) The Company has not carried out physical
verification of property, plant and equipment.
Accordingly, material discrepancies, if any, could
not be ascertained and therefore, we are unable
to comment on the existence of such property,
plant and equipment and its related impact, if
any, on the accompanying standalone financial

statements for the year ended 31 March 2025
including recognition, measurement and
disclosures, that may arise had the Company
carried out such physical verification.

Reply: Physical verification was done two years
ago and any material impact on the value of
the asset depends upon the outcome of CIRP
proceeding which is pending for the decision of
the adjudicating authority.

k) The Company has received various notices
relating to direct and indirect tax matters.
However, the management has not provided
sufficient appropriate audit evidence, including
a comprehensive assessment or reliable data, to
enable us to evaluate the potential financial impact
of these matters. Consequently, we are unable
to quantify the possible effects, if any, of such
matters on the standalone financial statements.
In the absence of adequate information, we are
unable to determine whether any adjustments
are required in respect of provisions, contingent
liabilities, or related disclosures, as required by
Ind AS 37 "Provisions, Contingent Liabilities and
Contingent Assets" and Ind AS 12 "Income Taxes".

Reply: In line with sec 14 of the Code, moratorium
is effective on the Company and demand, legal
suit or proceeding related to pre CIRP period
are not tenable in Law, thus no impact has been
taken in the financials of the Corporate Debtor.

Consolidated:

a) As described in Note 1 and note 53 of the consolidated
financial statements, we have been informed that
various claims by operational creditors/ financial
creditors / employees / statutory authorities and
other creditors including claims for guarantee
obligation ("creditors") have been submitted to the
RP. The overall obligations and liabilities, including
interest and principal amounts of borrowings will
be determined during the Corporate Insolvency
Resolution Process ("CIRP"). As the outcome of the
CIRP is still pending, no accounting impact has been
recognised in the books of account in respect of any
excess, shortfall, or non-receipt of claims from the
aforementioned creditors. In the absence of final
determination and reconciliation of such claims, we
are unable to comment on adjustments, if any, that
may be required.

Reply: The CIR Process at its last stage and pending
for decision of the adjudicating authority. Admitted
claims were finalized in Mar-24 and shared with the
PRAs and available on official site. Due to various
contingencies in the claim with related to interest,
penal provision in contract terms and timing of the
claim may cause variation in amount recorded in the
financial statements

b) In the absence of comprehensive review of carrying
amount of assets (including property, plant and
equipment, asset held for sale, investments, loans
and advances, balances with government authorities,
deposits, trade and other receivables) and liabilities
and non-availability of confirmations of substantial
balances and pending completion of CIRP, we are
unable to comment upon, whether any adjustments
are required in the carrying amounts of such assets
and liabilities and consequential impact, if any, on the
loss for the quarter and year ended 31 March 2025.
Further, non-determination of fair value of financial
assets and liabilities and impairment of carrying
amount of other assets and liabilities are not in
compliance with Ind AS 109 "Financial Instruments",
Ind AS 36 "Impairment of Assets" and Ind AS 37
"Provisions, Contingent Liabilities and Contingent
Assets".

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

c) The Group has recognised net deferred tax assets
of ' 6,562.89 lakhs as at 31 March 2025, which
includes deferred tax assets recognised on loans. The
recognition of deferred tax assets on such loans is not
in accordance with Ind AS 12 "Income Taxes". Further,
the recognition of the remaining deferred tax assets
is based on the assumption that sufficient taxable
income will be available in future periods against
which these deferred tax assets can be utilized. In view
of the continued losses and the ongoing Corporate
Insolvency Resolution Process (CIRP), we are unable to
obtain sufficient appropriate audit evidence to support
the assumptions underlying the recognition of these
deferred tax assets as per Ind AS 12 "Income Taxes".
Accordingly, we are unable to determine whether any
adjustments are required to the carrying amount of
these deferred tax assets as at 31 March 2025.

Reply: Pursuant to an application filed by Connect
Residuary Private Limited before the National
Company Law Tribunal, Mumbai Bench ("NCLT") in
terms of Section 9 of the Insolvency and Bankruptcy
Code, 2016 read with the rules and regulations
framed thereunder ("Code"), the NCLT had admitted
the application and ordered the commencement of
corporate insolvency resolution process ("CIRP") of MT
Educare Limited ("Corporate Debtor", "the Company")
vide its order dated 16 December, 2022. The NCLT
had appointed Mr. Ashwin B. Shah as the interim
resolution professional for the Corporate Debtor vide
its order dated 16 December, 2022. Interim Resolution
Professional took charge of the affairs of the corporate
debtor on 23^rd December, 2022. Further, this is to
bring into your notice that the Hon'ble NCLT Mumbai
vide order dated January 22, 2024, order received to
the Resolution Professional (RP) on January 31,2024,
(copy of the said NCLT order dated January 22, 2024 is
enclosed herewith) replaced Mr. Ashwin Bhavanji Shah
(IRP) with the undersigned Resolution Professional
(RP), Mr. Arihant Nenawati, having IBBI Registration
No. IBB/IPA-001/IP-P00456/2017-2018/10799. The
RP of the view, that after approval of resolution plan
by adjudicating authority, the successful PRA would
revive the Corporate Debtor, thus the DTA assets
would be carried at same level.

d) i) The Group has outstanding loans,
trade receivables and other receivables
("receivables") of ' 11,457.82 lakhs (net of
provisions) as at 31 March 2025, which are
overdue/ rescheduled. The management
/ RP envisages the same to be good and
recoverable. However, in view of the long
outstanding nature of these balances and
in the absence of sufficient appropriate
audit evidence, we are unable to assess
whether any adjustments are necessary to
the carrying amount of these receivables
and the consequential impact, if any, on the
consolidated financial statements. The non¬
recognition of an impairment provision/
expected credit loss in respect of these
receivables is not in compliance with Ind AS
109 - "Financial Instruments".

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

ii) As referred in Note 12 of the consolidated
financial statements, the Group has not
accounted for interest income of ' 2,747.37
lakhs for the year ended 31 March 2025
and ' 5,270.04 lakhs up to 31 March 2025,
pending recoveries of long outstanding
loans (included in d (i) above).

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

e) The Group has defaulted in repayment of principal
and interest to banks, financial institutions and
other lenders, resulting in the classification of
the account as a Non-Performing Assets (NPA).
Furthermore, the Group has not recognised
interest expenses (excluding any additional or
penal interest) on the aforesaid borrowings of
' 511.58 for the year ended 31 March 2025 and
' 2,225.19 lakhs cumulatively up to 31 March
2025, based on the basic rate of interest as per
the terms of the loans. This non-recognition of
borrowing costs is not in compliance with Ind AS
23 - "Borrowing Costs" read with Ind AS 109 -
"Financial Instruments".

Reply: During the CIRP period, claims from 683
creditors amounting to '2,29,19,13,487/- were
received, out of which 659 claims amounting to
' 94,98,87,414/- were admitted. Further, claims
of ' 75,55,53,011/- were not admitted for the
reasons best communicated to the creditors. A
detailed list of creditors is available on the official
website of the Corporate Debtor. AS per the
Code, initiation of the CIRP put a moratorium on
any interest cost associated with the liability exist
on CIRP commencement date.

f) We have not received bank statement/
confirmation of balance for the balance lying
in current accounts with bank of ' 11.34 lakhs.
In the absence of sufficient appropriate audit
evidence, we are unable to determine possible
impact, if any, on the loss for the quarter and
year ended 31 March 2025 and on the carrying
value of cash and cash equivalents.

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

g) We have been informed by the RP that certain
information, including the minutes of the
meetings of the Committee of Creditors (COC),
and the outcome of certain specific/ routine
procedures carried out as part of the IBC process
are confidential in nature and cannot be shared
with other than the COC and Hon'ble NCLT. In the
opinion of the RP, the matter is highly sensitive,
confidential and may have adverse impact on
the resolution process. Accordingly, we were
not provided access to such information and are
therefore unable to comment on the impact, if
any, on the consolidated financial statements,
including recognition, measurement, and
disclosures, that may have arisen, had such
information been made available to us.

Reply: In line with IBC Code, which restrict the
sharing on any confidential document except
to intended recipient, we have shared limited
information the auditor impacting financials
position of the Company. All other matter are
not concerning directly to the auditor were
not shared.

h) The Group has accumulated losses, negative
net worth (considering the impact of various
paragraphs stated above), and its current
liabilities exceed its current assets. Additionally,
there has been a decline in operational activity
and defaults in meeting its financial obligations.
These events or conditions indicate a material
uncertainty that may cast a significant doubt
on the Group's ability to continue as a going
concern. The Group's ability to continue as a
going concern is dependent upon the outcome of
the CIRP, including approval and implementation
of the resolution plan. We have not obtained
sufficient appropriate audit evidence to support
the management/ RP's assessment that the
Group will continue as a going concern.

Reply: The Corporate debtor continue to be under
Corporate Insolvency Resolution Process (CIRP).
The Company Operations are going on as going
concern under the supervision of the Resolution
Professional in line with the rule and regulation
prescribed under the IBC Code 2016. Accordingly,
the audited standalone as well as Consol financial
results are prepared on going concern basis. The
appropriateness of the preparation of audited
standalone as well as Consol financial results on
going concern basis is critically dependent upon
final Order to be pronounced by the Hon'ble
NCLT During the year, under the supervision of
the RP, management has taken various steps to
keep the corporate debtor as going concern.

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

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

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

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

i) The Group has not carried out physical verification of
property, plant and equipment. Accordingly, material
discrepancies, if any, could not be ascertained
and therefore, we are unable to comment on the
existence of such property, plant and equipment
and its related impact, if any, on the accompanying
consolidated financial statements for the year ended
31 March 2025 including recognition, measurement
and disclosures, that may arise had the Group carried
out such physical verification.

Reply: Physical verification was done two years ago
and any material impact on the value of the asset
depends upon the outcome of CIRP proceeding which is
pending for the decision of the adjudicating authority.

j) The Group has received various notices relating
to direct and indirect tax matters. However, the
management has not provided sufficient appropriate
audit evidence, including a comprehensive assessment
or reliable data, to enable us to evaluate the potential
financial impact of these matters. Consequently,
we are unable to quantify the possible effects, if
any, of such matters on the consolidated financial
statements. In the absence of adequate information,
we are unable to determine whether any adjustments
are required in respect of provisions, contingent
liabilities, or related disclosures, as required by Ind AS
37 "Provisions, Contingent Liabilities and Contingent
Assets" and Ind AS 12 "Income Taxes".

Reply: In line with sec 14 of the Code, moratorium is
effective on the Company and demand, legal suit or
proceeding related to pre CIRP period are not tenable
in Law, thus no impact has been taken in the financials
of the Corporate Debtor.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013,
the Company is required to maintain cost records and
have the audit of its cost records conducted by a Cost
Accountant. Cost records are prepared and maintained
by the Company as required under Section 148(1) of the
Companies Act, 2013.

The Board of Directors of the Company has, on the
recommendation of the Audit Committee, approved
the re-appointment of M/s Joshi Apte & Associates, Cost
Accountants (Firm Registration No. 00240) for the year
ending March 31, 2026. M/s Joshi Apte & Associates,
Cost Accountants (Firm Registration No. 00240) have
vast experience in the field of cost audit and have been
conducting the audit of the cost records of the Company
for the past several years.

In accordance with the provisions of Section 148(3)
of the Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
the remuneration of '60,000/- plus applicable taxes and
reimbursement of out-of-pocket expenses payable to the
Cost Auditors for conducting cost audit of the Company for
FY2025-26 as recommended by the Audit Committee and
approved by the Board has to be ratified by the Members
of the Company. The same is placed for ratification of
Members and forms part of the Notice of the AGM.

SECRETARIAL AUDITOR

In terms of Regulation 24A read with other applicable
provisions of the SEBI Listing Regulations and applicable
provisions of the Companies Act, 2013, the Company is
required to appoint Secretarial Auditors for a period of 5
years commencing FY2025-26, to conduct the secretarial
audit of the Company in terms of Section 204 and other
applicable provisions of the Companies Act, 2013 read with
Regulation 24A and other applicable provisions of the SEBI
Listing Regulations.

For identification of Secretarial Auditor, the Management
of the Company had initiated the process and had detailed
interactions with certain eligible audit firms and assessed
them against a defined eligibility and evaluation criteria.

The following criteria inter alia were considered for
evaluation of Practicing Company Secretary firms capable
of conducting audit of MT Educare Limited:

a) background of the firm, their experience and
past associations in handling secretarial audit of
listed companies;

b) competence of the leadership and the audit team in
conducting secretarial audit of the Company in the
past as well as of other listed companies; and

c) ability of the firm to understand the business of MT
Educare Limited and identify compliance of major
laws and regulations applicable to the Company.

As part of the assessment, the Management also considered
the eligibility and evaluated the background, expertise and
past performance of M/s. Shravan A. Gupta & Associates as
the Secretarial Auditors of the Company from 2021 till date.

The Management presented the outcome of the
assessment to the Audit Committee of the Board.

The Audit Committee considered the findings of the
Management and recommended to the Board, the
appointment of M/s. Shravan A. Gupta & Associates as the
secretarial auditors of the Company for a period of five
years commencing from the conclusion of the ensuing
19^th Annual General Meeting scheduled to be held on
September 30, 2025, through the conclusion of 24^th Annual
General Meeting of the Company to be held in the year
2030, for conducting secretarial audit of the Company for
the period beginning from FY2025-26 through the FY2029-
30.

The Board considered the recommendation of the
Audit Committee with respect to the appointment of
M/s. Shravan A. Gupta & Associates as the Secretarial
Auditors of the Company. Based on due consideration, the
Board recommends for your approval, the appointment of

M/s. Shravan A. Gupta & Associates as the Secretarial
Auditors of the Company for a period of five years
commencing from the conclusion of the ensuing 19^th Annual
General Meeting scheduled to be held on September
30, 2025, through the conclusion of 24^th Annual General
Meeting of the Company to be held in the year 2030, for
conducting secretarial audit of the Company for the period
beginning from FY2025-26 through FY2029-30.

The above proposal and related information forms part
of the Notice of the AGM and is placed for your approval.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s Shravan A. Gupta
& Associates to undertake the Secretarial Audit of the
Company for the financial year 2024-25. The report issued
by the Secretarial Auditor is annexed and forms part of the
Board's Report

Pursuant to Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements), 2015 the Secretarial Audit
Report of the material subsidiaries of the Company namely
Lakshya Forrum for Competitions Private Limited and
Labh Ventures India Private Limited are annexed to this
report. The Company has received their written consent
that their appointment is in accordance with the applicable
provisions of the Act and rules framed there under.

The said report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

During the year under review, the Secretarial Auditors
did not report any matter under Section 143(12) of the
Act, therefore no detail is required to be disclosed under
Section 134 (3)(ca) of the Act.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by
its officers or employees to the Audit Committee under
Section 143(12) of the Act, details of which need to be
mentioned in this Report.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the year under review, there were no amounts
required to be transferred to the Investor Education and
Protection Fund (IEPF) in respect of unclaimed or uncashed
dividends, in compliance with the applicable IEPF Rules.

Further, the details of the resultant benefits arising from
shares already transferred to the IEPF, year-wise break¬
up of unclaimed/unencashed dividend amounts lying
in the unpaid dividend account, and the corresponding
shares already transferred, are disclosed in the Corporate
Governance Report, which forms an integral part of this
Annual Report. These details are also available on the
Company's website at www.mteducare.com.

DISCLOSURES

i. Particulars of loans, guarantees and investments:

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

ii. Transactions with Related Parties:

There were no materially significant related party
transactions entered between the Company,
Directors, management and their relatives, during
the year under review, further company has disclosed

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

iii. Risk Management:

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

iv. Internal Financial Controls:

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

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

v. Prospects:

With a strong presence across all our operating
markets and a clearly defined expansion strategy,
we are proactively leveraging growth opportunities
to deliver sustained value to all our stakeholders —
including employees, communities, business partners,
and most importantly, our students. Through
transformational initiatives across key functions and
processes, we are positioning the Company to emerge
as a leading force in the Education sector.

vi. Deposits:

Your Company has not accepted any public deposits
during the year under review, in accordance with the
provisions of Chapter V of the Companies Act, 2013.

vii. Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act,
2013, read with the Companies (Management and
Administration) Rules, 2014, the Annual Return of
the Company as on March 31, 2025, in Form MGT-
7, is available on the Company's website at www.
mteducare.com.

viii. Sexual Harassment:

The Company maintains a zero-tolerance policy
towards sexual harassment at the workplace and has
adopted a comprehensive policy on the prevention,
prohibition, and redressal of sexual harassment in
line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder.

During the year under review, no complaints
pertaining to sexual harassment were received by
the Company.

Furthermore, all new employees undergo a
comprehensive orientation session that includes
detailed guidance on the Company's Anti-Sexual
Harassment Policy.

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

In accordance with the applicable provisions of the
Insolvency and Bankruptcy Code, 2016 ("IBC" or
"Code"), the Corporate Insolvency Resolution Process
("CIRP") of MT Educare Limited ("the Company") was
initiated by Connect Residuary Private Limited (CRPL),
an Operational Creditor of the Company. The petition
filed by CRPL was admitted by the Hon'ble National
Company Law Tribunal (NCLT), Mumbai Bench, on
December 16, 2022 ("Insolvency Commencement
Date").

Pursuant to the admission, Mr. Ashwin Bhavanji Shah
was appointed as the Interim Resolution Professional
(IRP) to manage the affairs of the Company.
Subsequently, Mr. Vipin Choudhary, erstwhile Director
of the Company, filed an appeal before the Hon'ble
National Company Law Appellate Tribunal (NCLAT),
New Delhi, challenging the order passed by the NCLT,
Mumbai Bench. The Hon'ble NCLAT granted a stay on
the constitution of the Committee of Creditors (CoC)
until the hearing and disposal of the appeal.

On August 18, 2023, after hearing all concerned
parties, the Hon'ble NCLAT, New Delhi, dismissed the
appeal filed by Mr. Vipin Choudhary, and the CIRP
process resumed. Mr. Ashwin B. Shah continued as
the Deemed Resolution Professional until January
22, 2024. Thereafter, the appointment of Mr. Arihant
Nenawati as the Resolution Professional (RP) was
confirmed by the Hon'ble NCLT, Mumbai Bench, and
he formally took charge of the CIRP proceedings on
the same date.

As part of the ongoing process, Form G was published
on January 8, 2024, inviting Expressions of Interest
(EOIs) from potential resolution applicants. Out of the
nine EOIs received, two resolution applicants submitted
their Resolution Plans. Following a detailed evaluation,
negotiation, and deliberation process, the Committee
of Creditors approved the selected Resolution Plan
through the requisite voting mechanism.

The matter is currently pending for final hearing and
approval before the Hon'ble NCLT, Mumbai Bench.

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

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

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

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

xi. Disclosure requirement:

Pursuant to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, the Corporate Governance
Report, along with the Auditor's Certificate, and the
Integrated Management Discussion and Analysis,
including the Business Responsibility Report (where
applicable), form an integral part of this Annual Report.

The Company has in place proper systems to ensure
compliance with the provisions of the applicable
secretarial standards issued by The Institute of the
Company Secretaries of India and such systems are
adequate and operating effectively.

BOARD POLICIES

The details of various policies adopted and approved by
the Board, as mandated under the Companies Act, 2013
and the SEBI Listing Regulations, are provided in the
Corporate Governance Report, which forms part of this
Annual Report. These policies are also available on the
Company's website at www.mteducare.com.

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

• Conservation of energy

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

• Technology absorption

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

• Foreign exchange earnings and outgoings

During the year under review, there were no foreign
exchange earnings or outgo.

POLICY ON DIRECTORS' APPOINTMENT &
REMUNERATION

Pursuant to Section 178(3) of the Companies Act,
2013, the Company's policy on Directors' appointment,
remuneration, and other related matters ("Remuneration
Policy") is available on the Company's website at www.
mteducare.com.

The Remuneration Policy outlines the guiding principles
adopted by the Nomination and Remuneration Committee
for identifying individuals qualified to become Directors,
as well as for determining the independence of Directors.
The policy is designed to reward performance and
promote meritocracy, with remuneration decisions based
on a structured review of individual and organizational
achievements. It is aligned with prevailing industry
standards and practices.

We affirm that the remuneration paid to the Directors
during the year is in accordance with the terms set out
in the Company's Remuneration Policy. An extract of
the Remuneration Policy is annexed and forms part of
this Report.

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

During the year under review, there were no shares lying
in the Demat Suspense Account or Unclaimed Suspense
Account. Accordingly, there is nothing to report under
this head as per the requirements of Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the
Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forms part of this Report for the financial year
ended March 31,2025.

In compliance with the provisions of Section 134(3)
(q) of the Act, read with Rule 5(2) and Rule 5(3) of the
aforementioned Rules, the statement containing the
particulars of employees is annexed to this Report. The said
Annexure is also available for inspection by the members
at the Corporate Office of the Company for a period of 21
days prior to the ensuing 19^th Annual General Meeting and
up to the date of the AGM, between 11:00 a.m. and 1:00
p.m. on all working days (excluding Saturdays and public
holidays).

Further, none of the employees listed in the said Annexure
is related to any Director of the Company. Additionally, no
employee holds (either individually or along with his/her
spouse and dependent children) more than two percent
of the equity shares of the Company.

ACKNOWLEDGMENTS

The Board thanks the customers, vendors, dealers,
investors, business associates, bankers and communities
for their continued support during the year. The Board
places on record its appreciation of the contribution
made by all visiting faculty, lecturers, and employees of
the MT Educare family for their hard work, commitment,
and dedicated service, which have collectively contributed
to the continued progress and success of the Company.
The Company's resilience to meet challenges was made
possible by their hard work, solidarity, co-operation
and support.

CAUTIONARY STATEMENT:

Statements made in the Board's Report and the
Management Discussion and Analysis, describing the
Company's objectives, projections, estimates, expectations,
or predictions may constitute "forward-looking statements"
within the meaning of applicable laws and regulations.
Actual results may differ materially from those expressed
or implied due to various risks and uncertainties.

Key factors that could influence the Company's operations
include, but are not limited to, changes in the domestic
and global political and economic environment, tax laws,
ongoing or potential litigations, interest rates, and other
cost-related variables.

For and on behalf of the Board

Surender Singh

Erstwhile Chairman & Non¬
Executive Director

Place: Mumbai DIN: 08206770

Date: 13/08/2025