To,

The Members of

Your Director's take pleasure in presenting the Seventeenth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2023.

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP") of MT Educare Limited ("Company") was initiated by Connect Residuary Private Limited (CRPL) An Operational Creditor of the Company. The Operational Creditor's petition to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT"), Mumbai bench, on December 16, 2022 ("Insolvency Commencement Date"). Mr. Ashwin Bhavanji Shah was appointed as the Interim Resolution Professional ("IRP") to manage the affairsof the Company. Subsequently, Mr. Vipin Choudhary, erstwhile Director of the Company had filed

National Company Law Appellate Tribunal (NCLAT), New Delhi challenging the Order passed by Hon'ble NCLT, Mumbai Bench, accordingly Hon'ble NCLAT, New Delhi stayed the formation of Committee of Creditors ("CoC") till the hearing or Order to be passed by Hon'ble NCLAT, New Delhi. The Hon'ble NCLAT, New Delhi after hearing the parties concerned on June 02, 2023 have now kept the matter "Reserved for Orders".

The Financial performance of your Company for the year ended March 31, 2023 is summarized below:

In view of the net loss incurred by the Company for the year and the accumulated losses of the previous year, the board does not recommend any dividend to the shareholders of the Company for the year ended March 31, 2023.

In view of the losses incurred by the Company, no amount has been transferred to reserves.

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act'), in relation to the Audited Financial Statements for the Financial Year 2022-2023, your Directors confirm that: a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2023 and the

Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same; b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the Profit & Loss of the Company for the year ended on that date.

c) been taken for the Properand 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;

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

IRP has conducted physical verification of Fixed assets of the Company and mismatch with Fixed Assets Register has been updated in records. There has been write off to this effect in line with physical verification of Fixed Assets.

With the onset of pandemic, the last few years saw a meteoric rise of the EdTech sector which included e-learning platforms, student engagement tools in the classroom, skill development and continuous learning opportunities for higher education. However, we saw a trend reversal with parents and students opting for physical classes and the sector gradually transitioning towards the Phygital era. In parallel, the government has also been active in advocating and implementing educational reforms, which is being further accelerated through the widespread internet penetration.

In the current financial year, the Company has focused re-opening the centres and transitioning from online to offline classes. A lot of time, effort and money had been spent to restart physical business operations including the centre set up, recruitment and training of teachers, etc. During the year, we say a year-on-year increase in our students count which led to an improved cash inflow.

However, since the Company had several old liabilities to service, we saw a net negative cash flow position in several months.

The Company hit a major business hurdle in the month of December when NCLT admitted insolvency proceedings which temporarily impacted the business reputation and smooth functioning of the business. However, immediate management intervention helped improve the overall dynamics in the later months of the financial year.

In the recent months, management has been focusing on strengthening its foothold by improving the infrastructure, visibility, employee morale and student satisfaction. Recent academic results where more than 1000 students have scored over 90% marks validates the confidence in our curriculum and pedagogy which is being further refined and upgraded to remain way ahead of competition. The focus will continue to make MT Educare the go to place to cater to all academic needs of children between 8^th and 12^th standard and continue to build trust and confidencewithin the parent community.

The company has registered total Standalone Revenue of

` 3,511 Lakhs in FY23 compared to ` 4,045 Lakhs in FY22 because previously there were Income on account of liability written back while during the current year liability written back is negligible during the year under review, however the Company has slightly moved upward in terms of revenue from main operation of the company. Finance costs have decreased by ` 134 lakhs mainly on account of non-recognition of interest expense on disputed loans and reduction in interest on leased assets under IND-AS 116. Accordingly, operating EBITDA stood at ` (1,708.79) Lakhs in FY23, compared to ` (84.58) Lakhs in FY22. Profit

Before Tax stood at ` (3,287.40) Lakhs in FY23, compared to ` (2,063.04) Lakhs in FY22. Profit After Tax stood at

` (4,858.89) Lakhs in FY23, compared to ` (2,516.48) Lakhs in FY22.

Further, the company has registered total Consolidated Revenue of ` 6,269 Lakhs in FY23, compared to ` 6,803 Lakhs in FY22 mainly because previously there were Income on account of liability written back while during the current year liability written back is negligible during the year under review. Finance costs for the year FY 23 stood at ` 864.32 lakhs as against ` 1,062 lakhs in FY 22, the reduction is mainly on account of non-recognition of interest expense on disputed loans and reduction in interest on leased assets under IND-AS 116. Accordingly, Operating EBITDA stood at ` (2,713.45) Lakhs in FY23, compared to ` 247.44

Lakhs in FY22. Profit Before Tax stood at` (4,669.59) Lakhs in FY23, compared to ` (2,286.33) Lakhs in FY22. Profit

After Tax stood at ` (6,070,76) Lakhs in FY23, compared to

` (2,552.41) Lakhs in FY22.

During the year under review, there have been no change in the Share Capital of the Company, accordingly as at 31^st March, 2023 the Equity Capital Structure stand as follows: The Authorised Share Capital of the Company is

` 80,00,00,000/- (Rupees Eighty Crores Only) divided in to 8,00,00,000 (Eight Crores) Equity Shares of ` 10/- (Rupees Ten) each.

The paid-up Equity Share Capital of the Company is

` 72,22,80,540/- (Rupees Seventy Two Crores Twenty Two Lakhs Eighty Thousand Five Hundred Forty Only) divided in to 7,22,28,054 (Seven Crores Twenty Two Lakhs twenty

Eight Thousand fifty four) Equity Shares of` 10/- (Rupees Ten) each.

The Hon'ble NCLAT, New Delhi after hearing the parties concerned on June 02, 2023 have now kept the matter "pronouncement for Orders".

During the year under review, the Corporate Insolvency Resolution Process ("CIRP PROCESS") of MT Educare Limited ("Company") was initiated by Connect Residuary Private Limited (CRPL) An Operational Creditor of the Company. The Operational Creditor's petition to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT"), Mumbai bench, on December 16, 2022 ("Insolvency Commencement Date").

The Company implemented the Employee Stock Options Scheme "ESOP 2016" and "MT EDUCARE LTD ESOP 2018" in accordance with the Securities and Exchange Board of

India (Share Based Employee Benefits) Regulations, 2014.

In accordance with ESOP 2016, Out of 8,00,000 options, only 7,38,450optionsweregrantedasanofferto exercise by the eligible employee, however only 4,43,070 were exercised by the eligible employees till December 18^th, 2018. Rest of the Options were not yet exercised. During the current financial year, no options were vested.

As at March 31, 2023, your company continued to be Holding Company of seven subsidiaries, namely, MT Education Services Private Limited, Lakshya Forrum for Competitions Private Limited, Chitale's Personalised Learning Private Limited, Sri Gayatri Educational Services Private Limited, Robomate Edutech Private Limited, Letspaper Technologies Private Limited and Labh Ventures India Private Limited. The Company does not have any associate or joint venture companies. Further, the Impairment of the entire Investment in Subsidiaries has been made in respect of MT Education Services Private Limited, Chitale's Personalised Learning Private Limited, Sri Gayatri Educational Services Private Limited, Robomate Edutech Private Limited, Letspaper Technologies Private Limited and Labh issued by the Statutory Auditors of theVentures India Private Limited. Pursuant to the provisions of Section 129 and 134 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

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

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

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the details of performance of subsidiaries and joint ventures of the Company are as under: Lakshya Forrum for Competitions Private Limited (Lakshya) and Labh Ventures India Private Limited (Labh) continued to be Material Subsidiary of the Company during the under review. Lakshya's Revenue from operations had been reduced during the year under review and stood at

` 2764.75 Lakhs as against ` 2476.80 Lakhs for the previous year registering a Slight Increase of around 11.63% and earned Profit after tax` (784.02) Lakhs in the current year as compared to profit after tax of` (224.62) Lakhs in the previous year.

Labh's Revenue from operations during the year under review stood at ` 802.62 Lakhs as against ` 804.29 Lakhs for the previous year and earned Profit after tax which was reduced from ` 15.28 Lakhs in the previous year to profit of` 6.51 Lakhs in the current year due to increase in Finance Cost.

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

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 is attached and forms an integral part of this Annual Report. All Board members and senior management personnel (as at 31^st March, 2023) have affirmed compliance with the

Code of Conduct for the year 2022-23. A declaration to this effect signed by the Erstwhile Non-Executive Director of the company is contained in this Annual Report. The Erstwhile

Non-Executive Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations and the said certificate.

Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

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

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

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, 2022 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, 2023, 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 IRP named Corporate Social Responsibility committee meeting which has been conducted on February 06^th, 2023 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, 2022 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.

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. However, the details of Director and Key Managerial Personnel (KMP) and Changes therein during the year under review is as under: Mr. Parag Ola, as Executive Whole Time Director of the Company resigned w.e.f 24^th January, 2023. Further Mr. Siddhartha Haldar, who was appointed as a Chief

Financial Officer of the Company w.e.f 7^th December, 2021 had resigned as Chief Financial Officer cum KMP of the Company w.e.f 7^th November, 2022. Further,

Mr. Nirav Parekh was appointed as Chief Financial Officer of the Company w.e.f November 08^th, 2022, and further, he resigned as Chief Financial Officer cum KMP of the

Company w.e.f 13^th February, 2023. Due to on going CIRP process and Non-Constitution of Committee of Creditors, the vacancy in Key Managerial Personnel (KMP) arising out of resignation has not been filled up.

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 2022-2023, your Board met 4 (Four) times (Including IRP 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').

In view of the fact that the Company continued to be under CIRP during the year under review and since the powers of the Board of Directors being suspended and management is vested with Mr. Ashwin B. Shah, the Interim Resolution Professional for carrying out the day to day operations of the Company, the evaluation of the Board, Committees and Directors could not be done. satisfies the criteria specified in Section 141 of BOARD COMMITTEES

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

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

Qualificationof Directors) Rules, 2014, which mandated the inclusion of an Independent Director's name in the data bank of the Indian Institute of Corporate Affairs (‘IICA') for a period of one year or five to hold the office of an independent director. All the

Independent Directors (wherever applicable) had passed the Online Proficiency by IICA.

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

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

General Meeting (‘AGM').

Your Company has received confirmation from the

Auditors to the effect that their appointment is within the limits specified under the Companies Act, 2013 and the firm

Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014. In accordance with Section

139 of the Companies Amendment Act, 2017, notified w.e.f May 7, 2018, by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Hence,

M/s. MGB & Co. LLP shall continue as Statutory Auditors for the remaining period of the term until the conclusion of Nineteenth Annual General Meeting of the Company.

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

1) The Company has recognized net deferred tax assets of

` 6,894.29 lakhs considering would be available in future years against which deferred tax asset can be utilized. In our opinion, due to losses during the year and earlier years and pendency of

CIRP, it is uncertain that the Company would achieve sufficient taxable income in the future against which deferred tax assets can be utilized. Accordingly, we are unable to obtain sufficient appropriate audit evidence to corroborate the Management's / IRP's assessment of recognition of deferred tax assets as at 31 March 2023. Had the deferred tax asset not been recognized, the net loss for the year ended 31 March 2023 would have been higher by ` 6,894.29 lakhs and Net worth of the Company as at 31 March 2023 would have been lower by ` 6,894.29 lakhs. Our opinion on the statement for the year ended 31

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 of the corporate debtor on 23^rd December, 2022. Director Mr. Vipin Choudhry challenged the order of Hon'ble NCLT dated 16-12-2022 before Hon'ble NCLAT, New Delhi. The Hon'ble National Company Law Appellate Tribunal ("NCLAT") by an order dated January 6, 2023 had ordered to hold the formation of COC till further hearing i.e till 21^st February, 2023. There has been continuation of stay on Constitution of COC by Hon'ble NCLAT from time to time till 26^th May, 2023 and accordingly the COC is not yet formed. The Business operation of the Corporate Debtor is continued as going concern. In accordance with IBC Objective, the IRP is required to ensure that business operation of the Corporate Debtor are continued as going concern as far as possible to maximise the value of the Corporate Debtor. Since the constitution of COC is not yet formed, IRP has continued the business as Going Concern.

2) The Company has outstanding loans, trade receivables and other receivables of ` 4,933.07 Lakhs as at 31

March 2023, which are overdue / rescheduled. The management / IRP envisages the same to be good and recoverable. However, owing to the aforementioned overdues / reschedulement, we are unable to comment upon adjustments, if any, that may be required to the carrying value of the aforesaid outstanding receivables and the consequential impact on the accompanying standalone financial statements. Our Opinion on the income

Statement for the year ended 31 March 2022 was also modified in respect of this matter.

Reply: The management is of the opinion that the parties are facing difficulties in ramping the business which has resulted in deferment of recovery process beyond what has been envisaged. We anticipate progress in business in the coming quarters which will enable recovery of the receivables in an orderly manner. At this present juncture, the management considers the outstanding dues to be good and recoverable.

3) We draw attention to Note 1 of the standalone financial statements regarding admission of the Company into Corporate Insolvency Resolution Process ("CIRP") and pending determination of obligations and liabilities with regard to various claims submitted by the operational / financial/ other creditors and employees including claims for guarantee obligation and interest payable on loans, we are unable to comment on adjustments, if any, pending reconciliation and determination of final obligation.

Reply: The Claim submission and upgradation till finalisation of resolution plan is dynamic process and subject to approval of Committee of Creditors (COC's). The Constitution of COC is stayed by Hon'ble NCLAT till 26^th May, 2023.

4) The Company has not provided for interest on borrowings of ` 100.17 lakhs on outstanding borrowings calculated based on the basic rate of interest as per the terms of the loan post initiation of Corporate Insolvency Resolution Process (CIRP) with effect from 16 December 2022 under Section

14 of Insolvency and Bankruptcy Code, 2016 (‘IBC'). The Company has also not provided for interest on borrowings pre initiation of CIRP of ` 751.26 lakhs based on the claims admitted. Had the interest expense excluding penal interest, if any, been recognised, the net loss for the year ended 31 March 2023 would have been higher by ` 851.44 lakhs excluding penal interest, if any, and the Net worth of the Company would have been lower by ` 851.44 lakhs as at 31 March 2023. Non provision of interest is not in compliance with Ind AS 23 "Borrowing Costs". Our Opinion on the Statement for the year ended 31 March 2022 was also modified in respect of this matter.

Reply: The Secured creditors have submitted their claims with IRP for the dues till 16^th December, 2022. The Impact recording of Interest liability till

16^th December 2022 shall be subject to outcome of CIRP proceedings. However, Interest liability post 16^th December, 2022 can not be recognised as claim shall be submitted by Creditor for dues including Interest as of 16^th December, 2022.

5) confirmation Wehavenotreceivedbankstatementand of balance for the balances lying in current accounts of

` 6.99lakhs.Intheabsenceofsufficient appropriate audit evidence, we are unable to determine any possible impact thereof on the loss for the year ended 31 March 2023 and on the carrying value of cash and cash equivalents.

Reply: These are old and non-operative bank accounts wherein there no transactions during the year and which will not have any material impact.

6) In the absence of comprehensive review of carrying amount of certain assets (loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities, we are unable to comment upon adjustments, if any, that may be required to the carrying amount of such assets and liabilities and consequential impact, if any, on the reported losses for the year ended 31 March 2023.

Non-determination of fair value of financial assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets".

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 shall be subject to approval of COC's which is not yet constituted. Further deposit with Government Authorities in respect of disputed matter is subject to outcome of dispute.

1) The Group has recognized net deferred tax assets of

` 7,548.55lakhsconsideringsufficienttaxable income would be available in future years against which such deferred tax assets can be utilized. In our opinion, due to losses during the year and earlier years and pendency of CIRP, it is uncertain that the Group would achieve sufficient taxable income in future against which deferred tax assets can be utilized. Accordingly, sufficient weareunabletoobtain appropriate audit evidence to corroborate the Management's / IRP's assessment of recognition of deferred tax assets as at 31 March 2023. Had the deferred tax assets not been recognized, the net loss for the year ended 31 March 2023 would have been higher by ` 7,548.55 lakhs and Net worth of the Group as at 31 March 2023 would have been lower by ` 7,548.55 lakhs. Our Opinion on the Statement for the year ended 31 March 2022 was also modified in respect of this matter.

Reply: Pursuant to an application filed by Connect

Residuary Private Limited before the National Company Law Tribunal, Mumbai Bench ("NCLT") in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process ("CIRP") of MT Educare Limited ("Corporate Debtor", "the Company") vide its order dated December 16, 2022. The NCLT had appointed Mr. Ashwin B. Shah as the interim resolution professional for the Corporate Debtor vide its order dated December 16, 2022. Interim

Resolution Professional took charge of the of the corporate debtor on 23^rd December, 2022. Director Mr. Vipin Choudhry challenged the order of Hon'ble NCLT dated 16-12-2022 before Hon'ble NCLAT, New Delhi. The Hon'ble National Company Law Appellate Tribunal ("NCLAT") by an order dated January 6, 2023 had ordered to hold the formation of COC till further hearing i.e till 21^st February, 2023. There has been continuation of stay on Constitution of COC by Hon'ble NCLAT from time to time till 26^th May, 2023 and accordingly the COC is not yet formed.

The Business operation of the Corporate Debtor is continued as going concern. In accordance with IBC Objective, the IRP is required to ensure that business operation of the Corporate Debtor are continued as going concern as far as possible to maximise the value of the Corporate Debtor. Since the constitution of COC is not yet formed, IRP has continued the business as Going Concern.

2) The Group has outstanding loans, trade receivables and other receivables of ` 10,885.26 Lakhs as at 31 March 2023, which are overdue / rescheduled. The management / IRP envisages the same to be good and recoverable. However, owing to the aforementioned overdues / reschedulement, we are unable to comment upon adjustments, if any, that may be required to the carrying value of aforesaid outstanding receivables, and the consequential impact on the accompanying consolidated annual financial statement. Our Opinion on the Statement for the year ended 31 March 2022 was also modified in respect of this matter.

Reply: The management is of the opinion that the parties are facing difficulties in ramping the business which has resulted in deferment of recovery process beyond what has been envisaged. We anticipate progress in business in the coming quarters which will enable recovery of the receivables in an orderly manner. At this present juncture, the management considers the outstanding dues to be good and recoverable.

3) We draw attention to Note No 1 of the consolidated annual financial the Holding Company into Corporate Insolvency

Resolution Process ("CIRP") and pending determination of obligations and liabilities with regard to various claims submitted by the operational / financial other creditors and employees including claims for guarantee obligation and interest payable on loans, we are unable to comment on adjustments, if any, pending reconciliation and determination of final obligation.

Reply: The Claim submission and upgradation till finalisation of resolution plan is dynamic process and subject to approval of Committee of Creditors (COC's). The Constitution of COC is stayed by Hon'ble NCLAT till 26^th May, 2023.

4) The Group has not provided for interest on borrowings of ` 1,200.63 lakhs excluding penal interest, if any, on outstanding borrowings. Had the interest expenses been recognised, the net loss for the year ended 31 March 2023 would have been higher by ` 1,200.63 lakhs and the Net worth of the Group would have been lower by ` 1,200.63 lakhs as at 31 March 2023. Non provision of interest is not in compliance with Ind AS 23 "Borrowing Costs". Our Opinion on the Statement for the year ended 31 March 2022 was also modified in respect of this matter.

Reply: In respect of MT Educare Limited (Holding Company) the Secured creditors have submitted their claims with IRP for the dues till 16^th December, 2022. The Impact recording of Interest liability till 16^th December 2022 shall be subject to outcome of CIRP proceedings of the Holding Company. However, Interest liability post 16^th December, 2022 can not be recognised as claim shall be submitted by Creditor for dues including Interest as of 16^th December, 2022. And in respect of other entities being subsidiary companies the similar treatment is continued.

5) confirmation Wehavenotreceivedbankstatementand of balance for the balances lying in current accounts of

` 12.96lakhs.Intheabsenceofsufficientappropriate audit evidence, we are unable to determine any possible impact thereof on the loss for the year ended 31 March 2023 and on the carrying value of cash and cash equivalents.

Reply: These are old and non-operative bank accounts wherein there no transactions during the year and which will not have any material impact.

6) In the absence of comprehensive review of carrying amount of certain assets (loans and advances, balances with government authorities, deposits, trade and other receivables) and liabilities, we are unable to comment upon adjustments, if any, that may be required to the carrying amount of such assets and liabilities and consequential impact, if any, on the reported losses for the year ended 31 March 2023.

Non-determination of fair value of financial assets and liabilities are not in compliance with Ind AS 109 "Financial Instruments" and Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets".

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 shall be subject to approval of COC's which is not yet constituted. Further deposit with Government Authorities in respect of disputed matter is subject to outcome of dispute.

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 IRP had 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 2023-24.

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

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

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

During the year, your Company transferred the unclaimed and un-encashed dividends for the year 2014-15 and 2015-16 aggregating to ` 1,09,273/-. Further, 1,687 corresponding shares, on which dividends were unclaimed for seven consecutive years, were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the

IEPF, year wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the Corporate Governance Report (forming part of this Annual Report) and are also available on your Company's website, at www. mteducare. com

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, except for those disclosed in the

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 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 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 an appeal weakness in the design or operation was observed except two fraud matters detected and appropriate disclosures has been made with Stock Exchanges. As regards the qualified opinion of Auditors on Internal

Financial Control, it is stated that the Company is taking constant steps to strengthen its process. v. Prospects:

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

. vi. Deposits:

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

. vii. Extract of Annual Return:

The Annual Return of the Company as on March 31, 2023, in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Company's website at www.mteducare.com.

viii. Sexual Harassment:

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

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

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

The Corporate Insolvency Resolution Process ("CIRP PROCESS") of MT Educare Limited ("Company") was initiated by Connect Residuary Private Limited (CRPL) An Operational Creditor of the Company. The Operational Creditor's petitionconduct of its business, accuracy to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT"), Mumbai bench, on December 16, 2022 ("Insolvency Commencement Date"). Mr. Ashwin Bhavanji Shah was appointed as the Interim

Resolution Professional ("IRP") to manage the affairs of the Company. Subsequently, Mr. Vipin Choudhary, erstwhile Director of the Company had filed in National Company Law Appellate Tribunal (NCLAT), New Delhi challenging the Order passed by Hon'ble NCLT, Mumbai Bench, accordingly Hon'ble NCLAT, New Delhi stayed the formation of Committee of

Creditors ("CoC") till the hearing or Order to be passed by Hon'ble NCLAT, New Delhi. The Hon'ble NCLAT, New Delhi after hearing the parties concerned on June 02, 2023 have now kept the matter "Reserved for Orders". x. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report. c) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

As per SEBI Listing Regulations, the Corporate

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

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

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

Conservation of energy

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

Technology absorption

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

Foreign exchange earnings and outgoings

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

Your Company's policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") pursuant to Section 178(3) of the Act is available on the website of your Company at www.mteducare.com. The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration

Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

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

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

The information required under Section 197 (12) of the Companies Act, 2013 read with Companies (Amendment and remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2023.

The particulars of employees in compliance of provisions of Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. The above referred Annexure is also available for inspection by members at the Corporate Office of the Company, for a period of 21 days before the ensuing 17^th Annual General Meeting and up to the date of the AGM between 11.00 a.m to 1.00 p.m. on all working days (except Saturday and Public Holidays).

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

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

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

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 implied. Important factors that could affect the company's economic operations include significant environment in India, tax laws, litigations, interest and other costs.