Aptech Ltd. — Annual Report 2021

Apr 30, 2021

Aptech Limited Regd. office: Aptech House A-65, MIDC, Moroi, Andheri (E), Mumbai - 400 093. T: 91 22 2827 2300 F: 91 22 2827 2399 www aptech-worldwide corn

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Unleash your potential

April 29, 2021

To, BSE Limited 25[th] Floor, P J Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 532475 Email: corp.comm@bseindia.com

To,

National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051. Symbol: APTECHT Email: compliance@nse.co.in

Dear Sir/Madam,

Sub: Outcome of the Board Meeting held on April 29, 2021

Pursuant to Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the Company’s Board of Directors have, at its Meeting held on today i.e. April 29, 2021, has inter alia considered and approved:

1. Audited Financial Results (Standalone and Consolidated) for the quarter and Financial Year ended March 31, 2021, as recommended by the Audit Committee.

2. Declaration of Interim Dividend @ 22.5 % i.e., Rs. 2.25/- per Equity Share of face value of Rs. 10 each for the Financial Year 2020-21. Further, the Board of Directors do not intend to recommend any final Dividend.

In view of the above and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Audited Financial Results (Standalone and Consolidated) for the quarter and Financial year ended March 31, 2021 and the Auditors Reports with unmodified opinion thereon alongwith Declaration on unmodified opinion.

The Record date fixed for the interim dividend is May 7, 2021. All ECS/NECS accounts of the Shareholders who have provided their Bank account details will be credited electronically and Dividend Warrants to the Shareholders who have not provided/updated their Bank account details will be dispatched via suitable mode.

The aforesaid meeting commenced at 04.00 p.m. and concluded at 5.00 p.m.

This is for your information and record.

Yours faithfully

For Aptech Limited

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A K Biyani Company Secretary & Compliance Officer Membership No.: F8378 Encl.: as above

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APTECH LIMITED

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021

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Particulars Quarter ended Year ended
March 31, December 31, March 31, March 31, March 31,
2021 2020 2020 2021 2020
Continuing Operations Audited Unaudited Audited Audited Audited
I. Revenue from Operations 2,945.25 2,591.44 2,956.89 8,896.49 15,814.82
II. Other Income 185.62 133.14 140.61 672.48 518.78
III. Total Income (I+II) 3,130.87 2,724.58 3,097.50 9,568.97 16,333.60
IV. Expenses :
i. Purchases of Stock-in-Trade 40.25 13.77 50.64 74.43 347.96
ii. Changes in Inventories of Stock-in-Trade 17.26 5.46 8.83 27.43 (23.74)
iii. Employee Benefits Expense 845.87 800.96 1,061.08 3,383.91 4,219.58
Share Based Payment to Employees 27.62 29.04 102.35 25.12 507.08
Sub-total (iii) 873.49 830.00 1,163.43 3,409.03 4,726.66
iv. Finance Costs 1.86 33.76 18.43 142.82 81.59
v. Depreciation and Amortisation Expense 186.22 193.55 224.41 817.10 883.25
vi. Other Expenses 1,079.81 749.76 1,763.43 3,359.69 7,129.39
Total Expenses 2,198.89 1,826.30 3,229.17 7,830.50 13,145.11
V. Profit /(Loss) before tax from continuing operations (III-IV) 931.98 898.28 (131.67) 1,738.47 3,188.49
VI. Tax Expense of continuing operations
i. Current Tax 481.34 161.52 (51.22) 669.19 833.15
ii. Deferred Tax (685.00) (1.61) 59.78 (686.07) (81.62)
Total Tax Expense of continuing operations (203.66) 159.91 8.56 (16.88) 751.53
VII. Profit/(Loss) after tax from continuing operations (V -VI) 1,135.64 738.37 (140.23) 1,755.35 2,436.96
VIII. Discontinued Operations
Profit/(Loss) from discontinued operations (339.50) (18.18) (961.54) (860.69) (1,470.62)
Tax expense of discontinued operations (175.34) (3.27) (374.08) (331.31) (384.27)
-
Profit/(Loss) after tax from discontinued operations (164.16) (14.91) (587.46) (529.38) (1,086.35)
IX. Net Profit/ (Loss) for the period for continuing and 971.48 723.46 (727.69) 1,225.97 1,350.61
discontinued operations (VII+VIII)
X. Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
i. Gain/(Loss) on Remeasurement of Defined Benefit Plan (7.07) (15.00) (21.52) (87.43) (113.81)
ii. Gain/(Loss) on Fair valuation of Equity Instruments 41.73 27.04 (69.54) 19.14 (59.31)
iii. [Change in Carrying value of Investment in Equity Instruments (Refer ] (10,813.21) - - (10,813.21) -
Note 5 )
iv. Income Tax on above 9.16 (3.74) (32.99) 24.20 1.91
Other Comprehensive Income (10,769.39) 8.30 (124.05) (10,857.30) (171.21)
XI. Total Comprehensive Income for the Period (IX+X ) (9,797.91) 731.76 (851.74) (9,631.33) 1,179.40
XII. Paid-up Equity Share Capital (Face value of each 4,067.09 4,058.55 4,025.46 4,067.09 4,025.46
XIII. Other Equity 12,567.74 21,912.55
XIV.
Continuing Operations
2.81 1.83 (0.35) 4.34 6.10
2.77 1.80 (0.35) 4.28 5.98
Discontinued Operations
(0.41) (0.04) (1.48) (1.31) (2.72)
(0.40) (0.04) (1.48) (1.29) (2.67)
Continuing and Discontinued Operations
2.40 1.79 (1.83) 3.03 3.38
2.37 1.76 (1.83) 2.99 3.31
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CONSOLIDATED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED AS PER REGULATION 33 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

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Particulars Quarter ended Year ended
March 31, March 31, March 31, March 31,
2021 December 31, 2020 2020 2021 2020
Audited Unaudited Audited Audited Audited
SEGMENT REVENUE
I. Retail 2,945.25 2,591.43 2,956.89 8,896.49 15,814.82
II. Institutional - Discontinued Operations 336.31 1,026.39 1,033.42 2,911.23 5,867.50
SEGMENT RESULTS from Continuing Operations
A. Retail 1,353.20 1,238.27 533.85 3,173.42 5,692.37
B. Unallocable Expenses
Finance Costs - 31.18 13.10 130.61 63.56
Other Expenses 548.53 412.91 633.61 1,919.44 2,434.79
Share Based Payment to Employees 27.62 29.04 102.35 25.12 507.08
Sub Total (B) 576.15 473.13 749.06 2,075.17 3,005.43
Total (A-B) 777.05 765.14 (215.21) 1,098.25 2,686.94
C. Unallocable Income
Others 154.93 133.14 83.54 640.22 501.57
D Profit/ (Loss) before tax from 931.98 898.28 (131.67) 1,738.47 3,188.51
Continuing Operations (A-B+C)
E. Profit /(Loss) before tax from (339.50) (18.18) (961.54) (860.69) (1,470.64)
Discontinued Operations
As at As at
Particulars March 31, December 31, As at
2021 2020 March 31, 2020
I. SEGMENT ASSETS
a. Retail 4,552.92 4,848.08 5,840.35
b. Institutional - Discontinued Operations 4,288.86 5,433.77 5,354.32
c. Other Unallocable Assets
Investments (Refer Note 5) 2,348.62 13,234.87 13,150.33
Cash and Cash Equivalents 1,571.87 600.10 465.88
Other Assets 9,367.97 8,080.84 9,334.45
Total Segment Assets 22,130.24 32,197.66 34,145.33
II. SEGMENT LIABILITIES
a. Retail 2,987.89 2,990.92 3,183.60
b. Institutional - Discontinued Operations 1,718.54 2,042.92 1,921.94
c. Other Unallocable Liabilities 788.98 833.26 3,101.78
Total Segment Liabilities 5,495.41 5,867.10 8,207.32
Net Capital Employed (I-II) 16,634.83 26,330.56 25,938.01
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• Refer Note 2

Note :

The Managing Director (MD) has been identified as the Chief Operating Decision Maker. They examine the Group performance on an entity level. The Group has two Operating segments, i.e. and Thus, the segment revenue, segment results, total carrying value of segment assets and segment liabilities, total costs incurred to acquire segment assets, total amount of charge of depreciation during the period are all reflected in the results as at and for the quarter and year ended March 31, 2021.

For and on behalf of the Board of Directors of

Aptech Limited

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Anil Pant Managing Director & CEO

Place : Mumbai Date : April 29, 2021

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Notes :

• 1 The above audited Consolidated Financial Results for the quarter and year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on April 29, 2021. The Consolidated Financial Results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

• 2 As part of a larger re-organisation of the business of the Group, the two segments of the Group, namely, Retail and Institutional, were evaluated by the Strategy Committee constituted by the Group. The Group has decided to focus on the Retail business. Hence, it is recommended that, the Institutional (B2B) business be evaluated for a potential exit as may be appropriate. Accordingly, in terms of Ind AS 105, "Non-current Assets Held for Sale and Discontinued Operations", the results of Institutional segment have been classified as discontinued operations.The Group has classified the assets and liabilities pertaining to the Institutional business for the current year/periods presented as 'Assets/ liabilities associated with discontinued operations' and measured them at carrying cost as at March 31, 2021 and accordingly, the figures of the current periods are not comparable with the figures as presented in the previous year/periods. In the opinion of the Board, all assets of Institutional Business are realisable in the ordinary course of business at least at the value at which they are stated in the Balance Sheet.

The financial parameters in respect of discontinued operations (including those of the previous periods, as restated) are given below :

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Quarter Ended Year Ended
PARTICULARS
March 31, December 31, March 31, March 31, March 31,
2021 2020 2020 2021 2020
336.31 1,026.39 1,033.42 2,911.23 5,867.50
Revenue from Operations
Total Income 419.74 1,026.39 1,056.40 2,994.66 5,892.54
Total Expenses 759.24 1,044.57 2,017.92 3,855.35 7,363.17
Profit before tax (339.50) (18.18) (961.52) (860.69) (1,470.63)
Tax Expense (175.34) (3.27) (374.08) (331.31) (384.27)
Profit after tax (164.16) (14.91) (587.44) (529.38) (1,086.36)
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3 Due to lockdown, as a consequent to COVID-19 pandemic, operations of the Group and its revenue from Retail and Institutional - Discontinued operations, for the quarter and year ended March 31, 2021, have been partially impacted. Various initiatives, online and offline, and action taken by the Group has led to a gradual increase in the operations. The Group has considered the possible effects in preparation of the financial results, including its assessment of going concern assumption and on the recoverability of carrying amounts of its assets. The impact of second wave of COVID-19 on the Group's financial results may differ from that estimated as at the date of approval of these financial results, and the Group will continue to closely monitor any material changes to future economic conditions.

• 4 The Company granted 44,32,620 Stock options to its employees under Aptech Limited - Employee Stock Option Plan 2016 (ESOP Plan) to vest on fulfilling certain conditions at the end of 3rd, 4th and 5th Year from the date of grant and accordingly, has been recognising compensation expenses of such options under 'Employee Benefits Expense' as 'Share Based Payment to Employees'. During the quarter and year ended March 31, 2021, 17,110 ESOPs and 3,06,398 ESOPs resepctively have lapsed and accordingly, compensation expense for quarter and year ended March 31, 2021 reflect net of expenses .

accordance with the ESOP Plan.

5 BJBC-China as also considering improper corporate governance, possible gross breaches of fiduciary duties with respect to the management of its key assets, and notably a significant reduction in the cash balance, lack of transparency and non-cooperation with officers of the Court (Inspectors) and the Court, etc. the Group has been legally advised that its investments in BJBC-China is fully impaired. In the light of the legal advice and in the absence of availability of any estimate of fair value, the Group, considering the conditions of uncertainty and having regard to the principle of prudence, has 10,813.21 Lakhs for the year ended March 31, 2021. Since for the Group, investments in BJBC-China is measured at FVTOCI, on the like basis, even the said provision for diminution is reflected through OCI.

• 6 During the Financial Year 2014-15, the Company had paid Managerial Remuneration in excess of limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013 to the erstwhile Managing Director. Based on the approval received from the Central Government, the Company has fully

7 On a standalone basis, Aptech Limited has reported the following figures in its results for the quarter and year ended March 31, 2021: (For Continuing operations).

• 8 The Ministry of Corporate Affairs vide notification dated July 24, 2020, issued an amendment to Ind AS 116 Leases by inserting a practical expedient w.r.t to Covid 19 related rent concessions" effective from the period April 1, 2020. Pursuant to above amendment the Group applied the practical expedient to all rent concessions and has not assessed the rent concessions as lease modifications and has recognised the impact of such rent concession in statement of profit and loss as negative variable lease payments. Accordingly, an amount of 65.04 lakhs for the financial year related to rent concessions has been reduced from rent expenses.

• 9 The Group's Subsidary Company in India has elected to exercise the option of lower tax rate as permitted under Section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 (subsequently enacted on December 11, 2019, as The Taxation Laws (Amendment) Act, 2019). Accordingly, the Group's Subsidary Company in India has recognized provision for income tax for the year ended on March 31, 2021 and remeasured their deferred tax balances basis the rate prescribed in the said section.

• 10 The Board of Directors have recommended an interim dividend of 2.25 per Equity Share of 10 each for the financial year 2020-21.

For and on behalf of the Board of Directors of

Aptech Limited

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Anil Pant Managing Director & CEO Place : Mumbai Date : April 29, 2021

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Aptech Limited - Consolidated Financial Statements

Balance Sheet as at March 31, 2021

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As at As at
Particulars
March 31, 2021 March 31, 2020
ASSETS
Non-current Assets
Property, Plant and Equipment 1,044.60 1,250.44
Right-of-Use Assets 52.74 503.66
Other Intangible Assets 638.42 1,187.32
Intangible Assets under Development 112.65 94.40
Financial Assets
Investments (Refer Note 5) 2,351.62 13,153.83
Loans 84.27 113.85
Other Financial Assets 864.67 154.47
Deferred Tax Assets (Net) 2,452.03 1,856.15
Other Non-current Assets 722.10 1,294.79
Total Non-current Assets 8,323.10 19,608.91
Current Assets
Inventories 165.15 192.57
Financial Assets
Trade Receivables 2,323.31 7,382.26
Cash and Cash Equivalents 1,571.87 465.88
Bank Balances other than Cash and Cash Equivalents 743.21 782.37
Loans 254.80 455.44
Other Financial Assets 3,774.82 4,313.94
Other Current Assets 685.12 943.96
Total Current Assets 9,518.28 14,536.42
Assets associated with Discontinued Operations 4,288.86 -
TOTAL ASSETS 22,130.24 34,145.33
EQUITY and LIABILITIES
Equity
Equity Share Capital 4,067.09 4,025.46
Other Equity 12,567.74 21,912.55
Total Equity 16,634.83 25,938.01
Liabilities
Non-current Liabilities
Financial Liabilities
Lease Liabilities 17.11 154.20
Provisions 242.08 243.11
Total Non-current Liabilities 259.19 397.31
Current Liabilities
Financial Liabilities
Borrowings - 2,257.83
Trade Payables 527.05 1,691.04
Lease Liabilities 39.59 367.43
Other Financial Liabilities 1,363.38 2,075.14
Provisions 47.87 42.95
Other Current Liabilities 1,539.79 1,375.62
Total Current Liabilities 3,517.68 7,810.01
Liabilities associated with Discontinued Operations 1,718.54 -
Total Liabilities 5,495.41 8,207.32
TOTAL EQUITY and LIABILITIES 22,130.24 34,145.33
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Statement of Cash Flows for the Period Ended March 31, 2021

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Year ended Year ended
Particulars
March 31, 2021 March 31, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax 877.78 1,717.87
Continuing Operations 1,738.47
Discontinued Operations (860.69)
Adjustments for:
Share Based Payment to Employees 25.12 507.08
Depreciation and Amortisation Expense 1,246.87 1,322.24
Allowances for Expected Credit Loss (Net) 220.92 153.74
Bad debts written off 174.62 1,482.07
Dividend Income (183.05) (143.21)
Finance Costs 165.44 114.33
Interest Income (288.03) (291.78)
Excess Provisions written back (150.16) (57.62)
Unrealised Loss/(Gain) on Exchange Fluctuation (Net) 1.68 53.04
Profit on sale of Property, Plant and Equipment (Net) (0.64) -
1,212.78 3,139.89
Operating Profit Before Working Capital Changes 2,090.56 4,857.76
Changes in Working Capital
Decrease/(Increase) in Inventories 27.42 (23.73)
Decrease/(Increase) in Trade Receivables and Unbilled Revenue 1,068.31 (1,856.28)
Decrease/(Increase) in Loans 120.04 (10.69)
Decrease/(Increase) in Other Non-current Assets 93.36 75.27
Decrease/(Increase) in Other Current Financial Assets 290.65 (3,117.40)
Decrease/(Increase) in Other Current Assets 221.51 (211.49)
Increase/(Decrease) in Non-current Liabilities and Provisions (197.07) (96.40)
Increase/(Decrease) in Trade Payables 2.94 (106.37)
Increase/(Decrease) in Other Current Financial Liabilities and Provisions (68.56) 73.99
Increase/(Decrease) in Other Current Liabilities 177.91 315.45
1,736.51 (4,957.65)
Cash generated from / (used in) Operations 3,827.07 (99.89)
Net Income Tax (Paid) 255.83 (875.25)
Net Cash generated from/ (used in) Operating Activities 4,082.90 (975.14)
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (359.49) (593.62)
Proceeds from Sale of Property, Plant and Equipment 1.19 41.67
Dividend received 191.19 150.00
Interest Income 288.03 291.78
Proceeds from/(Investment) in Bank Deposits (Original maturity more than
three months) (671.04) 2,261.92
Net Cash generated from/ (used in) Investing Activities (550.12) 2,151.75
C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of Employees stock option 278.94 241.87
Proceeds from share application money pending allotment 24.09 0.50
Proceeds/(Repayment) of Bank borrowings (2,257.83) 2,257.83
Payment of Principal portion of lease liabilities (306.55) (280.87)
Payment of Interest portion of lease liabilities (34.83) (50.78)
Dividend paid (Including Dividend Distribution Tax) - (3,867.20)
Finance Costs (130.61) (63.55)
Net Cash generated from/ (used in) Financing Activities (2,426.79) (1,762.20)
Net (Decrease) / Increase in Cash and Cash Equivalents 1,105.99 (585.59)
Cash and Cash Equivalents at the beginning of the year 465.88 1,051.47
Cash and Cash Equivalents at the end of the year 1,571.87 465.88
Net (Decrease) / Increase in Cash and Cash Equivalents 1,105.99 (585.59)
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APTECH LIMITED

STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021

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Particulars Quarter ended Year ended
March 31, December 31, March 31, March 31, March 31,
2021 2020 2020 2021 2020
Continuing Operations Audited Unaudited Audited Audited Audited
I. Revenue from Operations 1,995.00 1,313.54 1,602.22 5,759.12 9,312.93
II. Other Income 148.63 89.23 101.63 469.67 389.75
III. Total Income (I+II) 2,143.63 1,402.77 1,703.85 6,228.79 9,702.68
IV. Expenses :
i. Purchases of Stock-in-Trade 3.48 3.93 28.04 10.95 123.48
ii. Changes in Inventories of Stock-in-Trade 21.47 1.51 4.96 23.09 (18.57)
iii. Employee Benefits Expense 640.38 605.49 820.56 2,569.35 3,262.22
Share Based Payment to Employees 18.48 18.08 88.54 (24.54) 450.61
Sub-total (iii) 658.86 623.57 909.10 2,544.81 3,712.83
iv. Finance Costs 2.58 26.84 11.72 106.17 89.32
v. Depreciation and Amortisation Expense 123.48 128.66 147.31 529.45 569.53
vi. Other Expenses 593.35 408.04 876.63 1,836.31 3,861.18
Total Expenses 1,403.22 1,192.55 1,977.76 5,050.78 8,337.77
V. Profit /(Loss) before exceptional items and tax from continuing 740.41 210.22 (273.91) 1,178.01 1,364.91
operations (III-IV)
VI. Exceptional Items
Provision for diminution in value of investments in Equity Instruments (Refer (2,135.67) - - (2,135.67) -
Note 5)
VII. Profit/ (Loss) before tax from continuing operations ( V-VI) (1,395.26) 210.22 (273.91) (957.66) 1,364.91
VIII. Tax Expense of continuing operations
i. Current Tax 282.66 69.92 (108.69) 476.25 -
ii. Deferred Tax (672.43) (2.10) 68.73 (673.82) (67.86)
Total Tax Expense of continuing operations (389.77) 67.82 (39.96) (197.57) (67.86)
IX. Profit/(Loss) after tax from continuing operations (VII-VIII) (1,005.49) 142.40 (233.95) (760.09) 1,432.77
X. Discontinued Operations
Profit/(Loss) before tax from discontinued operations (333.64) (12.39) (824.97) (657.58) (1,411.96)
Tax expense of discontinued operations (127.37) (4.12) (327.35) (265.85) -
Profit/(Loss) after tax from discontinued operations (206.27) (8.27) (497.62) (391.73) (1,411.96)
XI. Net Profit/ (Loss) for the period from continuing and discontinued (1,211.76) 134.13 (731.57) (1,151.82) 20.81
operations (IX+X)
XII. Other Comprehensive Income
Items that will not be reclassified to Profit or Loss
i. Gain/ (Loss) on Remeasurement of Defined Benefit Plan (19.98) (14.00) (17.67) (82.60) (106.63)
ii. Gain/(Loss) on Fair Valuation on Equity Instruments 41.73 27.04 (69.54) 19.14 (59.31)
iii. Income Tax on above 3.40 4.97 (34.01) 22.98 -
Other Comprehensive Income 25.15 18.01 (121.22) (40.48) (165.94)
XIII. Total Comprehensive Income for the period (XI+XII) (1,186.61) 152.14 (852.79) (1,192.30) (145.13)
XIV. Paid-up Equity Share Capital (Face value of 4,067.09 4,058.55 4,025.46 4,067.09 4,025.46
XV. Other Equity 14,873.27 15,779.05
XVI.
Continuing Operations
(2.49) 0.35 (0.59) (1.88) 3.59
(2.49) 0.35 (0.59) (1.88) 3.52
Discontinued Operations
(0.51) (0.02) (1.25) (0.97) (3.54)
(0.51) (0.02) (1.25) (0.97) (3.47)
Continuing and Discontinued Operations
(3.00) 0.33 (1.84) (2.85) 0.05
(3.00) 0.33 (1.84) (2.85) 0.05
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STANDALONE SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED AS PER REGULATION 33 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

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Particulars Quarter ended Year ended
March 31, December 31, March 31, March 31, March 31,
2021 2020 2020 2021 2020
Audited Unaudited Audited Audited Audited
SEGMENT REVENUE
I. Retail 1,995.00 1,313.54 1,602.22 5,759.12 9,312.93
II. Institutional - Discontinued Operations 237.21 848.41 983.14 2,642.52 4,845.91
SEGMENT RESULTS from Continuing Operations
A. Retail 1,176.95 584.62 374.10 2,726.31 3,979.78
B. Unallocable Expenses
Finance Costs 1.03 24.76 8.41 96.04 82.23
Other Expenses (Refer Note 5) 2,684.22 412.74 631.62 4,054.80 2,429.33
Share Based Payment to Employees 18.48 18.08 88.54 (24.54) 450.61
Sub-Total (B) 2,703.73 455.58 728.57 4,126.30 2,962.17
Total (A-B) (1,526.78) 129.04 (354.47) (1,399.99) 1,017.61
C. Unallocable Income
Others 131.52 81.18 80.56 442.33 347.30
D . Profit/ (Loss) before tax from (1,395.26) 210.22 (273.91) (957.66) 1,364.91
Continuing Operations (A-B+C)
E. Profit /(Loss) before tax from (333.64) (12.39) (824.97) (657.58) (1,411.96)
Discontinued Operations
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			As at	As at	As at
		Particulars	March 31,	December 31,	March 31,
			2021	2020	2020
I.	SEGMENT ASSETS
	a.	Retail	2,961.68	2,629.49	3,614.90
	b.	Institutional - Discontinued Operations *	3,291.73	4,575.56	4,379.59
	c.	Other Unallocable Assets
		Investments (Refer Note 5)	8,603.32	10,812.26	10,727.73
		Cash and Cash Equivalents	1,126.51	158.53	152.03
		Others	5,955.49	5,512.86	6,191.29
		Total Segment Assets	21,938.73	23,688.70	25,065.54
II.	SEGMENT LIABILITIES
	a.	Retail	791.95	860.48	839.93
	b.	Institutional - Discontinued Operations *	1,505.64	1,838.33	1,848.07
	c.	Other Unallocable Liabilities	700.78	964.56	2,573.03
		Total Segment Liabilities	2,998.37	3,663.37	5,261.03
		Net Capital Employed (I-II)	18,940.36	20,025.33	19,804.51

• Refer Note 2 (i)

Note :

segment results, total carrying value of segment assets and segment liabilities, total costs incurred to acquire segment assets, total amount of charge of depreciation during the period are all reflected in the results as at and for the quarter and year ended March 31, 2021.

For and on behalf of the Board of Directors of Aptech Limited

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Anil Pant Managing Director & CEO Place : Mumbai Date : April 29, 2021

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Notes :

• 1 The above audited Standalone Financial Results for the quarter and year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on April 29, 2021. The Standalone Financial Results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

• 2 (i) As part of a larger re-organisation of the business of the Company, the two segments of the Company, namely, Retail and Institutional, were evaluated by the Strategy Committee constituted by the Company. The Company has decided to focus on the Retail business. Hence, it is recommended that, the Institutional (B2B) business be evaluated for a potential exit as may be appropriate. Accordingly, in terms of Ind AS 105, "Non-current Assets Held for Sale and Discontinued Operations", the results of Institutional segment have been classified as discontinued operations. The Company has classified the assets and liabilities pertaining to the Institutional business for the current year/periods presented as 'Assets/ liabilities associated with discontinued operations' and measured them at carrying cost as at March 31, 2021 and accordingly, the figures of the current periods are not comparable with the figures as presented in the previous year/periods. In the opinion of the Board, all assets of Institutional Business are realisable in the ordinary course of business at least at the value at which they are stated in the Balance Sheet.

• 2 (ii) The financial parameters in respect of discontinued operations (including those of the previous periods, as restated) are given below :

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Quarter Ended Year Ended
PARTICULARS
March 31, December 31, March 31, March 31, March 31,
2021 2020 2020 2021 2020
Revenue from Operations 237.21 848.41 983.14 2,642.53 4,845.91
Total Income 302.93 848.41 1,005.97 2,708.25 4,868.74
Total Expenses 636.57 860.80 1,830.94 3,365.83 6,280.70
Profit before tax (333.64) (12.39) (824.97) (657.58) (1,411.96)
Tax Expense (127.37) (4.12) (327.35) (265.85) -
Profit after tax (206.27) (8.27) (497.62) (391.73) (1,411.96)
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• 3 Due to lockdown, as a consequent to COVID-19 pandemic, operations of the Company and its revenue from Retail and Institutional - Discontinued operations, for the quarter and year ended March 31, 2021, have been partially impacted. Various initiatives, online and offline, and action taken by the Company has led to a gradual increase in the operations. The Company has considered the possible effects in preparation of the financial results, including its assessment of going concern assumption and on the recoverability of carrying amounts of its assets. The impact of second wave of COVID-19 on the Company's financial results may differ from that estimated as at the date of approval of these financial results, and the Company will continue to closely monitor any material changes to future economic conditions.

• 4 The Company granted 44,32,620 Stock options to its employees under Aptech Limited - Employee Stock Option Plan 2016 (ESOP Plan) to vest on fulfilling certain conditions at the end of 3rd, 4th and 5th Year from the date of grant and accordingly, has been recognising compensation expenses of such options under 'Employee Benefits Expense' as 'Share Based Payment to Employees'. During the quarter and year ended March 31, 2021, 17,110 ESOPs and 3,06,398 ESOPs have lapsed and accordingly, compensation expense for the year ended March 31, 2021 reflect net of expenses.

• During the period ended March 31, 2021, 4,16,330 Equity Shares of 10 each fully paid up were allotted on exercise of stock options by employees, in accordance with the ESOP Plan.

• 5 The Company through its wholly-owned step-down foreign subsidiary, namely, Aptech Investment Enhancer Limited had invested an amount of 10,813.21 Lakhs in equity instruments of BJBC-China . In the absence of availability of financial statements of BJBC-China as also considering improper corporate governance, possible gross breaches of fiduciary duties with respect to the management of its key assets, and notably a significant reduction in the cash balance, lack of transparency and non-cooperation with officers of the Court (Inspectors) and the Court, etc., AIEL has been legally advised that its investments in BJBC-China is fully impaired. In the light of the legal advice and in the absence of availability of any estimate of fair value, the management of AIEL, considering the conditions of uncertainty and having regard to the principle of prudence, has recognised the provision for diminution in the value of investments as impairment to the extent of carrying value of investments in BJBC-China of 10,813.21 Lakhs for the year ended March 31, 2021. Consequently, the wholly owned subsidiary, namely, Aptech Venture Limited has recognised the provision for diminution in the value of investments as impairment to the extent of the carrying value of its investments in AIEL of 2,135.73

• Lakhs for the year ended March 31, 2021. Accordingly, the management of the Company has also recognised the provision for diminution in the value of investments as

• 6 During the Financial Year 2014-15, the Company had paid Managerial Remuneration in excess of limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013 to the erstwhile Managing Director. Based on the approval received from the Central Government, the Company has fully recovered the excess 24.86 lakhs recovered during the year).

• 7 The Ministry of Corporate Affairs vide notification dated July 24, 2020, issued an amendment to Ind AS 116 Leases by inserting a practical expedient w.r.t to Covid 19 related rent concessions" effective from the period April 1, 2020. Pursuant to above amendment the Company applied the practical expedient to all rent concessions and has not assessed the rent concessions as lease modifications and has recognised the impact of such rent concession in statement of profit and loss as negative variable lease payments. Accordingly, an amount of 53.08 Lakhs for the financial year related to rent concessions has been reduced from rent expenses.

• 8 The Board of Directors have recommended an interim dividend of 2.25 per Equity Share of 10 each for the financial year 2020-21.

For and on behalf of the Board of Directors of Aptech Limited

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Anil Pant

Managing Director & CEO

Place : Mumbai Date : April 29, 2021

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Aptech Limited - Standalone Financial Statements Balance Sheet as at March 31, 2021

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As at As at
Particulars
March 31, 2021 March 31, 2020
ASSETS
Non-current Assets
Property, Plant and Equipment 1,018.80 1,180.27
Right-of-Use Assets 45.71 436.17
Other Intangible Assets 339.69 713.21
Intangible Assets under Development 41.35 40.30
Financial Assets
Investments (Refer Note 5) 8,603.31 10,727.72
Loans 26.80 54.31
Other Financial Assets 400.00 -
Deferred Tax Assets (Net) 2,262.67 1,679.04
Other Non-current Assets 577.23 1,124.60
Total Non-current Assets 13,315.56 15,955.62
Current Assets
Inventories 87.87 110.96
Financial Assets
Trade Receivables 2,261.86 6,145.84
Cash and Cash Equivalents 1,126.51 152.03
Bank Balances other than Cash and Cash Equivalents 743.22 774.96
Loans 132.21 301.32
Other Financial Assets 513.89 1,015.84
Other Current Assets 465.88 608.97
Total Current Assets 5,331.44 9,109.92
Assets associated with Discontinued Operations 3,291.73 -
TOTAL ASSETS 21,938.73 25,065.54
EQUITY AND LIABILITIES
Equity
Equity Share Capital 4,067.09 4,025.46
Other Equity g 14,873.27 15,779.05 ,
Total Equity 18,940.36 19,804.51
Liabilities
Non-current Liabilities
Financial Liabilities
Lease Liabilities 17.11 146.48
Provisions 196.96 191.19
Total Non-current Liabilities 214.07 337.67
Current Liabilities
Financial Liabilities
Borrowings - 1,805.68
Trade Payables 295.70 1,278.82
Lease Liabilities 31.87 304.45
Other Financial Liabilities 702.00 1,231.77
Provisions 41.45 43.03
Other Current Liabilities 207.64 259.61
Total Current Liabilities 1,278.66 4,923.36
Liabilities associated with Discontinued Operations 1,505.64 -
Total Liabilities 2,998.37 5,261.03
TOTAL EQUITY AND LIABILITIES 21,938.73 25,065.54
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Aptech Limited - Standalone Financial Statements

Statement of Cash Flows for the Period Ended March 31, 2021

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Year ended Year ended
Particulars March 31, 2021 March 31, 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax (1,615.24) (47.05)
Continuing Operations (957.66)
Discontinued Operations (657.58)
Adjustments for:
Share Based Payment to Employees (24.54) 450.61
Depreciation and Amortisation Expense 895.65 903.61
Provision for diminution in value of investments in Equity Instruments (Refer Note 5) 2,135.67 -
Allowances for Expected Credit Loss (Net) 105.56 807.56
Bad debts written off 107.97 414.69
Finance Costs 128.79 122.06
Interest Income (99.73) (185.15)
Dividend Income (182.87) (143.04)
Excess Provisions written back 117.34 49.24
Unrealised Loss/ (Gain) on Exchange Fluctuation (Net) 2.69 (59.52)
3,186.53 2,360.07
Operating Profit before Working Capital Changes 1,571.29 2,313.02
Changes in Working Capital
Decrease/(Increase) in Inventories 23.09 (18.57)
Decrease/(Increase) in Trade Receivables and Unbilled Revenue 883.81 (1,150.05)
Decrease/(Increase) in Loans 162.30 999.10
Decrease/(Increase) in Other Non-current Assets 92.64 (4.22)
Decrease/(Increase) in Other Current Financial Assets 358.73 (794.79)
Decrease/(Increase) in Other Current Assets 108.00 (107.61)
Increase/(Decrease) in Non-current Liabilities and Provisions (189.09) (92.09)
Increase/(Decrease) in Trade Payables (62.30) (136.04)
Increase/(Decrease) in Other Current Financial Liabilities and Provisions (94.59) 94.00
Increase/(Decrease) in Other Current liabilities (47.18) (188.81)
1,235.41 (1,399.08)
Cash generated from / (used in) Operations 2,806.70 913.94
Net Income Tax (Paid) 357.50 (476.70)
Net Cash generated from/ (used in) Operating Activities 3,164.20 437.24
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (217.62) (377.25)
Proceeds from Sale of Property, Plant and Equipment 0.89 16.92
Interest Income 99.73 185.15
Dividend received 190.75 150.00
Proceeds from/(Investment) in Bank Deposits (Original maturity more (368.26) 1,416.03
than three months)
Net Cash generated from/ (used in) Investing Activities (294.51) 1,390.85
C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of Employees stock option 278.94 241.87
Proceeds from share application money pending allotment 24.09 0.50
Proceeds/(Repayment) in borrowings (Net) from Subsidiaries (699.86) 699.86
Payment of Principal portion of lease liabilities (263.77) (201.56)
Payment of Interest portion of lease liabilities (32.75) (39.84)
Proceeds/(Repayment) of Bank borrowings (1,105.82) 1,105.82
Dividend paid (Including Dividend Distribution Tax) - (3,867.20)
Finance Costs (96.04) (82.23)
Net Cash generated from/ (used in) Financing Activities (1,895.21) (2,142.77)
Net (Decrease) / Increase in Cash and Cash Equivalents 974.48 (314.68)
Cash and Cash Equivalents at the beginning of the year 152.03 466.71
Cash and Cash Equivalents at the end of the year 1,126.51 152.03
Net (Decrease) / Increase in Cash and Cash Equivalents 974.48 (314.68)
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Aptech Limited Regd. office: Aptech House A-65, MIDC, Moroi, Andheri (E), Mumbai - 400 093. T: 91 22 2827 2300 F: 91 22 2827 2399 www aptech-worldwide corn

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Unleash your potential

April 29, 2021

To, BSE Limited 25[th] Floor, P J Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 532475 Email: corp.comm@bseindia.com

To,

National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Bandra (E), Mumbai - 400 051. Symbol: APTECHT Email: compliance@nse.co.in

Dear Sir/Madam,

Sub.: Declaration on Unmodified Opinion in the Auditor's Report for the Financial Year 2020-21

Pursuant to Regulation 33 (3) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/56/2016 dated May 27, 2016, we hereby declare that the Statutory Auditors of the Company, M/s. Bansi S. Mehta & Co., Chartered Accountants (Registration No. 100991W), have submitted the Auditor's Report with unmodified opinion on the Standalone and Consolidated financial results for the financial year ended on March 31, 2021.

This is for your information and records.

For Aptech Limited

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A K Biyani Company Secretary & Compliance Officer Membership No.: F8378 Encl.: as above

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