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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

FINANCIAL PERFORMANCE

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

(Rs. in lakhs)

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

DIVIDEND

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

BUSINESS OVERVIEW

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

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

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

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

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

SHARE CAPITAL

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

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

STRATEGIC INVESTMENT BY ZEE LEARN LIMITED

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

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

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

EMPLOYEES STOCK OPTION SCHEME

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

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

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

SUBSIDIARY COMPANY

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

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

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

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

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

CORPORATE GOVERNANCE AND POLICIES

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

BOARD EVALUATION

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

BOARD COMMITTEES

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

AUDITORS

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

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

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

COST AUDITOR

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

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

SECRETARIAL AUDITOR

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

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

DISCLOSURES

i. Particulars of loans, guarantees and investments:

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

ii. Transactions with Related Parties:

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

iii. Risk Management:

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

iv. Internal Financial Controls:

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

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

v. Deposits:

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

vi. Extract of Annual Return:

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

vii. Sexual Harassment:

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

viii. Regulatory Orders:

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

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

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

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

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

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

- Conservation of energy

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

- Technology absorption

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

- Foreign exchange earnings and outgoings

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

PARTICULARS OF EMPLOYEES

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

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

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

ACKNOWLEDGMENTS

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

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

CAUTIONARY STATEMENT

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

For and on behalf of the Board

Mahesh Shetty Naarayanan Iyer

Chairman and Managing Director Director

DIN: 01526975 DIN: 00295246

Place: Mumbai

Date: June 05, 2018