MT EDUCARE LIMITED — Interim / Quarterly Report 2021

Feb 2, 2021

Ref: MTEL/2020-21/028 February 02, 2021

The Manager (CRD)	The Manager –Listing Department
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Plot no. C/1, G Block,
Dalal Street, Fort,	Bandra-Kurla Complex, Bandra (East)
Mumbai- 400001	Mumbai - 400 051
Scrip Code : 534312	Symbol: MTEDUCARE

Dear Sir/ Madam,

Sub: Outcome of Board Meeting held on February 02, 2021

This is to inform you that the Board of Directors of the Company at its meeting held today i.e., on February 02nd, 2021 at 04.00 p.m. and concluded at 05.15 p.m. has:

• 1. Approved Un-audited Financials Results (Standalone and Consolidated) of the Company for the third quarter and nine months of the financial year 2020-21 ended on December 31st , 2020 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• 1. Mr. Vipin Choudhary was appointed as the Additional Director of the Company in the category Non-Executive Non-Independent Director at the meeting of the Company held on February 02nd, 2021 subject to approval of shareholders at the ensuing Annual General Meeting.
• 1. Approval of Postal Ballot Notice for the Approval of the Members for the reclassification of Mr. Mahesh Shetty from "Promoter Group" to "Public Group" under regulation 31A of the SEBI (LODR) Regulation 2015.
• 1. Appointment of Scrutinizer for Postal Ballot Process.

We hereby enclose:

• a. Un-audited financial Results and Limited Review Report (Standalone and Consolidated) for the third quarter and nine months of the F. Y 2020-2021 ended on December 31st, 2020 as per Regulation 33 of the Listing Regulations.
• b. Brief profile of Mr. Vipin Choudhary as Additional Director of the Company in the category of Non-Executive Non-Independent Director.

R. O.. : 2nd Flr., "Flying Colors", Pandit Din Dayal Upadhyay Marg, L.B.S Cross Road, Mulund (W), Mumbai 400080. Ph. : 022-2937700 / 800 / 900 | Fax: 022-25937799 CIN : L80903MH2006PLC163888 Email : info@mteducare.com Website : www.mteducare.com

This is for your information and records.

Thanking you

Yours faithfully,

For MT Educare Limited

Ravindra Mishra Company Secretary Encl: As above

Annexure-1

DISCLOSURE OF EVENTS AND INFORMATION PURSUANT TO REGULATION 30 OF SEBI (LISTING OBLIGATIONS ANO DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH SEBI CIRCULAR CIR/CFD/CMD/4/20145-DATED-SEPTEMBER 09, 2015.

Sr. No.	Particulars	Mr. Vipin Choudhary
1	Reason for change viz.appointment, resignation,removal,deathorotherwise	Mr. Vipin Choudhary has been appointed as an AdditionalDirector of the Company in the category of Non-Executive NonIndependent Director
2	Date of Appointment /Cessation&termofappointment;	02nd, 2021 until the ensuing Annual GeneralFrom FebruaryMeeting of the Company to be held in calendar year 2021
3	Brief Profile (in case ofAppointment)	VipinChoudharyisacommercegraduatefromChennaiUniversity have worked for Mobile handsets companies like SonyEricson and Spice during the start of his carrier in Amritsar,Punjab. He was instrumental in launch of first Indian themedPoker site www.maharajahclub.com. He joined Essel group in2008 as GM-Operations a division of Essel Groups off-shorecasino brand Maharajah Casino in Goa. He was handling Sales &Government Relation of Essel Group's Online Lottery brandPlaywin. As head of Operations Jalesh Cruises he was taking careof Port, Marine Supply & technical operations. Jalesh Cruises isthe first International Cruise liner started in India with hopeporting out of Mumbai in April 2019. He was responsible forGaming and Marine projects of Essel Group from 2008 till 2020.Due to Covid-19 pandemic he moved on from Essel group andjoined Dream Hotels under the brand Cordelia Cruises.
	DisclosureofRelationshipsbetweenDirectors(incaseofAppointment of Director)	Mr. Vipin Choudhary is neither related inter se nor with any otherexisting Director(s) of the Company.

MT EDUCARE LTD.

Statement of Standalone Unaudited Financial Results for the quarter and nine months ended December 31, 2020

Sr.No.	Particulars	Quarter ended	Quarter ended	Quarter ended	Nine months ended	(Rs. in Lakhs, except EPS data)
		December 31,2020	September 30,2020	December 31,2019	December 31.2020	Nine months endedDecember 31.2019	Year endedMarch 31,
$\mathbf{1}$	Income	Unaudited	Unaudited	Unaudited	Unaudited		2020
	Revenue from operations					Unaudited	Audited
	Other income	1,221.47	1,601.59	4,209.09	4,222.06
		884.44	779.68	421.55	2,085.04	13,031.241,710.19	14,668.23
	Total income	2,105.91	2,381.27				2,133.69
$\overline{2}$	Expenses			4,630.64	6,307.10	14,741.43	16,801.92
	Direct expenses (Refer note - 4)
	Employee benefits expense	458.96	868.10	1,382.48	1,783.87	5,515.81	6,854.45
	Finance costs	481.14	445.35	716.44	1,431.71	2,289.50	2,889.90
	Depreciation and amortisation expense	296.60	351.68	579.53	961.66	1,645.56	1,981.50
	Other expenses	561.11	597.81	857.79	1,853.22	2,602.63	3,722.49
	Total expenses	540.64	519.26	727.06	1,533.14	1,950.54	2,938.61
3		2,338.45	2,782.20	4,263.30	7,563.60	14,004.04	18,386.95
	Profit/(loss) from ordinary activities before exceptional items and$tax(1-2)$	(232.54)	(400.93)	367.34	(1, 256, 50)	737.39	(1, 585.03)
4	Exceptional items
5	Profit/(loss) before tax for the period/year (3-4)						3,114.65
6	Tax expense/(Credit)	(232.54)	(400.93)	367.34	(1, 256.50)	737.39	(4,699.68)
		15.92	(16.63)	131.76	(181.85)
$\overline{7}$	Net Profit /(Loss) for the period/year after tax (5-6)	(248.46)	(384.31)			268,10	530.32
8	Other comprehensive income/(loss) (net of tax)			235.58	(1,074.65)	469.29	(5,230.00)
	Items that will not be reclassified to statement of profit and loss
	Items that will be reclassified to statement of profit and loss	12.25	36.18	$\overline{\phantom{a}}$	36.75	(6.43)	(46.74)
9
	Total comprehensive income/(loss) for the period/year (7+8)	(236.21)	(348.13)	235.58	(1,037.90)
10	Paid up equity share capital (Face Value Rs. 10 per share)					462.86	(5, 276, 74)
11	Other equity	7,222.81	7,222.81	7,222.81	7,222.81	7,222.81	7,222.81
12	Earnings per share (Face Value of Rs. 10 per share) (Not annualised						9,626.23
	for the interim period):
	Basic	(0.34)	(0.53)
	Diluted	(0.34)	(0.53)	0.33	(1.49)	0.65	(7.24)
				0.32	(1.49)	0.65	(7.24)

ehalf of the Board of Directors For Arun Kui Khetan CEO and Whole-time Director DIN 0274452

Euleet chaudhary

Mumbai, February 02, 2021

R. O.: 220, 2nd Flr., "FLYING COLORS", Pandit Din Dayal Upadhyay Marg, L. B. S. Cross Road, Mulund (W), Mumbai - 400 080. Ph.: 022-25937700 / 800 / 900 | Fax: 022-25937799Ph.: 022-25937700 / 800 / 900 | Fax: 022-25937799 Email: info@mteducare.com Website: www.mteducare.com

M Puppy of Comparison Unfullited Financial Results for the quarter and nine months ended December 31, 2020

Sr.	Particulars	Quarter ended				(Rs. in Lakhs, except EPS data)
No.		December 31,2020	Quarter endedSeptember 30,2020	Quarter endedDecember 31.2019	Nine months endedDecember 31,2020	Nine months endedDecember 31,2019	Year endedMarch 31,2020
$\mathbf{1}$	Income	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
	Revenue from operationsOther incomeTotal income	1,290.131,383.602,673.73	3,207.59926.22	5,478.97412.43	7,124.162,895.28	18,186.842,050.22	20,516.472,626.19
$\overline{2}$	ExpensesDirect expenses (Refer note -4)	294.29	4,133.801,504.38	5,891.40	10,019.44	20,237.06	23,142.66
	Employee benefits expenseFinance costsDepreciation and amortisation expenseOther expenses	501.42389.30636.51	460.82430.66697.75	2,141.55811.01672.25987.69	2,977.831,510.931,235.022,113.87	8,227.052,609.411,935.112,933.15	10,389.063,192.732,403.24
	Total expenses	753.71	655.52	735.79	1,982.60	2,681.99	4,287.993,637.59
3	Profit/(loss) from ordinary activities before exceptional items and$tax(1-2)$	2,575.2398.50	3,749.13384.68	5,348.30543.10	9,820.25199.19	18,386.711,850.35	23,910.61(767.95)
45	Exceptional items	$\overline{\phantom{a}}$					3,114.65
6	Profit/(loss) before tax for the period/year (3-4)Tax expense/(credit)	98.50$-2.88$	384.68	543.10	199.19	1,850.35	(3,882.60)
$\overline{ }$	Net Profit/(loss) for the period/year after tax attributable to theshareholders of the Company (5-6)	101.38	378.935.75	165.69377.41	281.54(82.35)	540.981,309.37	710.78(4, 593.38)
8	Other comprehensive income/(loss) (net of tax) -Items that will not be reclassified to statement of profit and loss
	Items that will be reclassified to statement of profit and loss	13.96	32.33		37.32	(6.43)	(35.89)
9	Total comprehensive income/(loss) for the period/year (7+8)	115.34	38.08	377.41	(45.03)	1,302.94
10	Paid up equity share capital (Face Value Rs. 10 per share)	7,222.81	7,222.81	7,222.81	7,222.81	7,222.81	(4,629.27)7,222.81
1112	Other equityEarnings per share (Face Value of Rs. 10 per share) (Not annualisedfor the interim period):						10,063.39
	BasicDiluted	0.140.14	0.010.01	0.520.52	(0.11)(0.11)	1.811.80	(6.36)(6.36)

behalf of the Board of Directors For

Mumbai, February 02, 2021

Arun Kumar KhetanCEO & Whole-time DirectorDIN 02744522

Justit Suffeet Ch

R. O.: 220, 2nd Flr., "FLYING COLORS", Pandit Din Dayal Upadhyay Marg, L. B. S. Cross Road. Mulund (W). Mumbai - 400 080. Ph.: 022-25937700 / 800 / 900 | Fax: 022-25937799 CIN: L80903MH2006PLC163888 Email: info@mteducare.com Website : www.mteducare.com

MT EDUCARE LTD.

Notes to the Statement of Unaudited Standalone and Consolidated Financial Results for the quarter and nine months ended December 31, 2020

• $\overline{1}$ These results have been prepared in accordance with the Indian Accounting Standards (INDAS) notified under Companies Indian Accounting Standards Rules, 2015.
• $\overline{2}$ The Unaudited Standalone and Consolidated Financial Results have been reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on February 02, 2021.
• The Company is primarily engaged in one business segment namely coaching services as determined by the chief operating decision maker in accordance with IND AS 108 -"Operating Segments"
• 4 Direct expenses mainly includes study material and fees paid to visiting faculties etc.
• $\mathbf{Q}$ The Group had taken loan from Xander Finance Private Limited (Lender) which was secured against the pledge of equity shares of the Company held by the promoter Mr. Mahesh Shetty. These share were invoked by the lender during the quarter ended December 31, 2020 amounting to Rs. 738.40 lakhs against the dues owed by the Group.
• Due to the nation-wide lockdown announced by the Government, the Company's offices and coaching centres had to be closed and physical coaching services were suspended since $6\phantom{a}$ then. However, during this period, the Company continued to provide coaching for the ongoing courses "on line". The Company has also taken strategic initiatives to introduce "on line" conduction of coaching, alongside physical classroom coaching going forward and thus has taken efforts to keep the disruption in the business to the minimum.

The Company has evaluated and factored in to the extent possible the likely impact that may result from COVID-19 pandemic as well as all events and circumstances up to the date of approval of these financial results on the carrying value of its assets and liabilities as at December 31, 2020. The impact of any events and developments occurring after the financial results for the period ended December 31, 2020 may differ from that estimated as at the date of approval of these financial results and will be recognized prospectively. The Company will continue to monitor any material changes to the future economic conditions.

The figures for the previous year/periods have been regrouped wherever necessary. $\overline{7}$

For an half of the Board of Directors

Arun Kumar Khetan CEO and Whole-time Director DIN 02744522

IUJet' $\sum_{\text{Chaudhan}}$

Mumbai, February 02, 2021

Independent Auditor's Review Report on Quarterly and Year to Date Unaudited Consolidated Financial Results of MT Educare Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended

To The Board of Directors MT Educare Limited

• 1. We have reviewed the accompanying Statement of unaudited consolidated financial results of MT Educare Limited ("the Holding Company"), its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the quarter and nine months ended 31 December 2020 (''the Statement") being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the "Listing Regulations").
• 1. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34") prescribed under Section 133 of the Companies Act, 2013 read with rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results of the following entities:

Holding Company: MT Educare Limited

Subsidiaries

• i. MT Education Services Private Limited
• ii. Lakshya Forrum for Competitions Private Limited (formerly Lakshya Educare Private Limited)
• iii. Chitale's Personalised Learning Private Limited
• iv. Sri Gayatri Educational Services Private Limited
• v. Robomate Edutech Private Limited
• vi. Letspaper Technologies Private Limited
• vii. Labh Ventures India Private Limited

5. Basis of qualified conclusion

The Group has recognized net deferred tax assets of Rs. 8,363.10 lakhs based on the estimate that sufficient taxable profits would be available in future years against which deferred tax asset can be utilized. In our opinion, due to uncertainty over the estimated profits for the future years arising out of the outbreak of COVID -19 and the existence of unutilized tax losses available, it is highly uncertain that the Group would have sufficient taxable profits in future against which deferred tax asset can be utilized. Accordingly, we are unable to obtain sufficient appropriate audit evidence to corroborate the Management's assessment of recognition of deferred tax assets as at 31 December 2020. Had the deferred tax asset not been recognised the profit for the quarter and loss for the nine months ended 31 December 2020 would have been lower or higher by Rs. 8,363.10 lakhs respectively and total equity would have been lower by Rs. 8,363.10 lakhs.

6. Qualified conclusion

Based on our review conducted as stated in paragraph 3 above, except for the effects/ possible effects of our observation stated in Para 5 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (Ind AS) and other recognised accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

1. The comparative Ind AS financial information of the Group for the corresponding quarter ended 31 December 2019 included in these consolidated Ind AS financial results were reviewed by the predecessor auditor who expressed unmodified conclusion / opinion on the financial information and financial statements on 12 February 2020. The consolidated Ind AS financial statements of the Group for the year ended 31 March 2020 included in these consolidated Ind AS financial results were also audited by predecessor auditor who expressed a modified conclusion / opinion on the financial information and financial statements on 25 September 2020.

8. Emphasis of matter

We draw attention to Note 6 to the Statement, which explains the Management's evaluation of the financial impact on the Group due to lockdown and other restrictions imposed on account of COVID-19 pandemic situation. The assessment of the impact in the subsequent period is highly subjective and is dependent upon circumstances as they evolve.

Our opinion is not modified in respect of above matter.

For MGB & Co LLP

Chartered Accountants Firm Registration Number 101169W/W-100035

Sanjay Kothari Partner Membership Number 048215 Mumbai, 2 February 2021 UDIN: 21048215AAAABX8484

Independent Auditor's Review Report on Quarterly and Year to Date Unaudited Standalone Financial Results of MT Educare Limited pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended

To The Board of Directors MT Educare Limited

• 1. We have reviewed the accompanying Statement of unaudited standalone financial results of MT Educare Limited (the "Company") for the quarter and nine months ended 31 December 2020 (''the Statement') being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Basis of qualified conclusion

The Company has recognized net deferred tax assets of Rs. 7,958.00 lakhs based on the estimate that sufficient taxable profits would be available in future years against which deferred tax asset can be utilized. In our opinion, due to uncertainty over the estimated profits for the future years arising out of the outbreak of COVID -19 and the existence of unutilized tax losses available, it is highly uncertain that the Company would have sufficient taxable profits in future against which deferred tax asset can be utilized. Accordingly, we are unable to obtain sufficient appropriate audit evidence to corroborate the Management's assessment of recognition of deferred tax assets as at 31 December 2020. Had the deferred tax asset not been recognised the loss for the quarter and nine months ended 31 December 2020 would have been higher by Rs. 7,958.00 lakhs and total equity would have been lower by Rs. 7,958.00 lakhs

5. Qualified conclusion

Based on our review conducted as stated in paragraph 3 above, except for the effects/possible effects of our observation stated in paragraph 4 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (Ind AS) and other recognised accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

1. The comparative Ind AS financial information of the Company for the corresponding quarter and nine months ended 31 December 2019 included in these standalone Ind AS financial results were reviewed by the predecessor auditor who expressed unmodified conclusion / opinion on the financial information and financial statements on 12 February 2020. The Ind AS financial statements of the Company for the year ended 31 March 2020 included in these standalone Ind AS financial results were also audited by predecessor auditor who expressed a modified conclusion / opinion on the financial information and financial statements on 25 September 2020.

7. Emphasis of matter

We draw attention to Note 6 to the Statement, which explains the Management's evaluation of the financial impact on the Company due to lockdown and other restrictions imposed on account of COVID-19 pandemic situation. The assessment of the impact in the subsequent period is highly subjective and is dependent upon circumstances as they evolve.

Our opinion is not modified in respect of the above matter.

For MGB & Co LLP

Chartered Accountants Firm Registration Number 101169W/W-100035

Sanjay Kothari Partner Membership Number 048215 Mumbai, 2 February 2021 UDIN: 21048215AAAABW7891