annual-report-2023241-1728359783
annual-report-2023241-1728359783
annual-report-2023241-1728359783
REGISTERED OFFICE
LISTED AT
STATUTORY AUDITORS
SECRETARIAL AUDITORS
MISSION:
“Our mission is to enable India to rise to be the leading exporter of
services in domains like law, finance, HR, consulting and more, and we
want to enable this through our online programs, tech tools and
services.”
I am writing to you today with immense pride and gratitude as we embark on this exciting
new chapter in our company’s journey. With our recent listing on the Emerge Platform of the
National Stock Exchange, we have reached a significant milestone—one that reflects the
hard work, dedication, and unwavering commitment of every member of our 700+ strong
team.
Some of the things that we were able to figure out quite well during the year were:
Our mission has always been clear: to empower individuals through accessible, high-quality
upskilling courses, help them to build a track record and then connect them with deserving
career opportunities. As the demand for upskilling continues to surge globally, the Company
is uniquely positioned to lead this transformation. Even as more people in low skill jobs may
become redundant in their current jobs due to advanced automation and generative AI, we
are in a position to help them to upskill and transition into lucrative careers. We believe that
our innovative learning solutions, robust technology infrastructure, and commitment to
excellence will allow us to capture new opportunities and expand our reach to even more
learners worldwide.
Looking ahead, we have a clear strategy in place to deliver this mission, fuel our growth and
enhance shareholder value. Our focus will be on:
The journey ahead is filled with opportunities, and I am confident that, together, we can
achieve even greater heights. Your support and trust are invaluable to us, and I want to
assure you that we remain fully committed to driving the Company forward with the same
passion, integrity, and vision that have brought us to this point.
Thank you for being a part of our journey. I look forward to sharing more updates with you in
the coming months as we continue to shape the future of upskilling, career growth and talent
arbitrage.
Warm regards,
Ramanuj Mukherjee
Managing Director
Addictive Learning Technology Limited
Date: 6th September 2024
COMPANY OVERVIEW
Your company is a professional upskilling and career services edtech platform which caters
primarily to senior & mid-career professionals, and in some cases to young professionals as
well. Your company offers a comprehensive range of professional upskilling courses and
training programs which includes Law, Finance, Accounting, Corporate Governance,
Compliance, Human Resources, Business Consulting, Artificial Intelligence, Content Writing,
Video Editing, and Data Science through three distinct brands LawSikho, Skill Arbitrage and
Dataisgood. These educational offerings are designed to help busy professionals to learn
high demand skills, develop a strong demonstrable track record & access international as
well as domestic freelance work opportunities and remote jobs. We also cater to college
students looking for advanced skills and recent graduates who are struggling to find jobs.
One of our major focus areas is to offer upskilling courses which enable our learners to find
career opportunities in the international market remotely. Some of the popular courses cover
subjects like US Intellectual Property Law, US Tax Law, US Accounting, Bookkeeping and
Corporate Compliances, International Contract Drafting, International Business Law,
International Labour Laws, US Technology Law, US Corporate Law, US Real Estate Law etc.
Further your Company also provides international bar exam courses for Canada, United
Kingdom and California, United States.
The Company also has a high performing test prep vertical which prepares students for
highly competitive exams such as judiciary exams, UGC-NET, SEBI Grade A legal officer,
Bank and Insurance Officers exams etc.
India's economic growth trajectory has garnered global attention as the renowned rating
agency S&P Global has revised its outlook on the country from stable to positive. This
development reflects the agency's assessment that policy stability, deepening economic
reforms, and robust infrastructure investment will sustain India's long-term growth
prospects. Additionally, the International Monetary Fund (IMF) in its latest ‘World
Economic Outlook’ report upgraded India's gross domestic product (GDP) in FY 2024-25
by 20 basis points to 7 percent. The IMF has revised its forecast upward from the previous
estimate of 6.8 percent in April owing to a notable rise in consumption prospects, especially
in rural areas. Whereas the United Nations Projection (World Economic Situation and
Prospects, mid-2024) has projected the Indian economy to grow by 6.9% in 2024 and 6.6%
in 2025. This 6.9% growth forecast for 2024 is an upward revision from the earlier 6.2%
projection made in January 2024.
The Indian economy's growth is driven by several key factors which include strong domestic
demand, fueled by rising incomes and an expanding middle class, which has led to robust
private consumption. Investment activity is also on the rise, with significant private
investments and government expenditure on infrastructure. Moderating inflation has created
a stable environment for spending and investment.
1. The Indian economy has been undergoing rapid formalisation since the pandemic
and the introduction of UPI. This is leading to a huge domestic demand for services
talent across different professional categories as formalised businesses focus on
scaling up, hiring employees, marketing, raising investment, bank loans, protecting
their brand, enforcing contracts, and paying taxes. Our brands provide upskilling
programs in several of these segments. Informal businesses which were primarily
cash-oriented did not focus on this. Record direct and indirect tax generation by the
government, and multiple reports of State Bank of India have indicated extensive
formalisation of the Indian economy.
The Government’s focus on skilling and employment for 2024-25 is visible through the
allocation of Rs.1.48 lakh crores for employment and skilling in the budget for the year
2024-25. It also shows the focus on skilling with an intention to generate employment
opportunities, something which your Company has been focussing on, since its early days.1
The Government revamped the Model Skill Loan Scheme, increasing the loan limit from
Rs.1.5 lakhs to Rs.7.5 lakhs. Since the courses offered by us are on-boarded on Skill India
Digital Hub Platform, learners enrolling in our courses will get the benefit of the revamped
scheme.2
There is focus on upskilling as compared to education. A report from Great Learning reflects
that 85% Indians believe that upskilling is necessary to future proof their career. IT,
education and training are the sectors with maximum demand for upskilling.3
Through SkillArbitrage, the Company has already introduced courses in the domain of data
science and AI and is looking to expand into other domains with higher upskilling demands.
Further, in skilling, certain trends like personalised learning and microlearning are picking
up.4 The Company had identified these trends early on and already has systems in place
providing personalised coaching and training to learners. The Company is also in progress
with creating a microlearning app for the learners.
https://razorpay.com/learn/budget-2024-education-employment-skilling-highlights/#:~:text=To%20sum
%20it%20up%2C%20the,over%20the%20next%20five%20years.
2
https://www.drishtiias.com/daily-updates/daily-news-analysis/revamped-model-skill-loan-scheme
3
https://www.mygreatlearning.com/blog/upskilling-trends-in-india/
4
https://www.schneideit.com/blogs/future-of-edtech-sector-in-india/
Strengths
Remote Operations:
The Company operates as a 100% remote company which gives the Company access to
talent from Tier-2 and Tier-3 cities and also from other countries, at a lower cost. The
Company particularly has an advantage in hiring work-from-home mothers who are talented
and want to contribute to the organisation but cannot commute to office. Having figured out
remote working gives a distinct advantage to the Company.
Brand name:
The Company’s brand “LawSikho” is well known and in addition, the listing of shares of the
Company has created further awareness of the brand of the Company, thus gaining trust
from potential customers and employees. SkillArbitrage has also become a renowned brand
in a short time.
The Company has significantly developed its ability to place its learners in jobs and
internships and to generate freelancing opportunities for the learners. This has helped the
Company create a good number of success stories and gain an edge from other
competitors, who are not able to generate work opportunities at the same scale or velocity
for their learners.
Weaknesses
Our sales team has been smaller compared to other edtech companies and some of our
potential competitors. It will be important for us to significantly scale up our sales team if we
are to effectively capitalise on the opportunities before us.
Since we connect our courses and value proposition for users with employment and market
demand, changing dynamics at workplaces and economy can significantly impact us. We
have to stay in touch with evolving needs of the industries we cater to, and failing to notice or
respond to new trends can lead to significant loss in market share very rapidly.
Remote operations require availability of continuous connectivity which may not be available
at all times and this may impact the functioning of the Company. We are vulnerable to events
that can disrupt internet and mobile connectivity. Further, this requires the Company to
continuously have in place and implement systems which can help to monitor the
performance of the employees. Monitoring and metrics driven approach can cause
dissatisfaction amongst the workforce.
Close to 50% of our learners opt for EMI schemes, leading to dependance on NBFC
partners who provide loans for online courses. Changes in RBI policies or banking
regulations can affect our business if such loans become harder to obtain. Also, in case in
the future there happens to be a large number of defaults by our learners, our future learners
could find it harder to get these loans.
Opportunities
We can aggregate service and demand side for services export marketplace:
Services export from India on the back of labour cost arbitrage has been a very successful
business model. However, white collar SME jobs in developed countries were mostly
untouched by that trend. SMEs are now open to remote workers due to huge cost savings
and an increasingly competitive business environment. We have an opportunity to rapidly
grow the services export part of our business as well as aggregate demand and supply in
niche online marketplaces. As we already train a large number of service providers across
various categories, we have a great opportunity to emerge as a major global player in a
nascent market due to our significant competitive advantages.
We can significantly grow our revenue with dedicated teams for US and UK markets where
we have achieved some penetration already. We would grow our inside sales teams as well
as B2B business development teams focused on generating from SMEs in these countries.
The Company is seeking to expand its reach to learners in other countries such as the
United Kingdom, North America and Canada. There are also significant opportunities in the
EU, Mexico, Kenya, Nigeria, The Philippines and other countries. For this purpose the
company is exploring establishment of franchisee relationships or entities in these regions
and is also looking for acquisition targets to access these markets.
Competition
The Company operates in a competitive environment where there are low entry barriers. Our
continued success depends on the success of our learners. In some verticals we compete
against existing players while in others there is a blue ocean. However, it is possible for
competition to enter the market as other players can offer similar courses and learning
mechanisms. What has continued to set us apart is our focus on the success of our learners
and offering deeper levels of placement support to our learners. If we fail to scale the
number of opportunities we provide to our learners while we increase enrollment in our
courses, that would lead to a lot of dissatisfaction from learners which can hurt our brand.
Further, the Company continues to face competition from traditional modes of learning such
as offline learning centres and colleges who intend to get into the upskilling space.
The business model of the Company is dependent on its ability to attract and retain talented
people. Although the remote operations and a brand name as a listed company gives the
Company an edge, any factors leading to unavailability of appropriate personnel or inability
to retain personnel can impact the business of the Company.
The Company relies heavily on intellectual property and technology based systems, such as
learning management systems, AI driven evaluation systems etc., for majority of the
functions and operations. Numerous software tools are used by various functions in the
Company for different purposes. Such systems can be subject to technological errors, data
breaches, infringement by third parties or claims that the Company is infringing their
intellectual property. Any of these instances can impact the operations of the Company.
Under the brand “LawSikho,” our company offers a diverse range of courses aimed at
providing comprehensive legal upskilling and practical skills as well as for those aspiring to
build careers in the international legal arena. These courses encompass various aspects of
law and are designed to cater to different career aspirations and legal specialisations. During
the financial year 2023-24 the revenue generated from these courses was Rs.37,69,90,544.
Under our brand “Skill Arbitrage”, we offer a diverse range of professional upskilling courses
in the field of finance, human resources, artificial intelligence, content writing, video editing
etc. designed to cater individuals from various backgrounds to excel in their careers and
seize international opportunities. During the financial year 2023-24 the revenue generated
from these courses was Rs.21,09,46,590.
Our company has put in place standard operating procedures that ensure effective and
transparent internal controls for efficient delivery of services. The Audit Committee of the
Board oversees the internal audit function. The internal audit function provides assurance to
the Board that a system of internal control is designed and deployed to manage key
business risks and is operating effectively. We have been refining our management
methodologies by way of periodical reviews so as to realign our tactics to meet the changes
on the ground. The Company has adopted policies and procedures for ensuring orderly and
efficient conduct of the business, including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial
disclosures. The internal control system is commensurate with the nature of business, size
and complexity of operations and has been designed to provide reasonable assurance on
the achievement of objectives, effectiveness and efficiency of operations, reliability of
financial reporting and compliance with applicable laws and regulations. Financial discipline
is emphasised at all levels of the business and adherence to quality systems and focus on
customer satisfaction is critical for the Company to retain and attract customers and
business and these are followed rigorously.
Our employees are not unionised, and our operations have not been interrupted by any work
stoppage, strike, demonstration or other labour or any disturbance in the past.
1 Management 3
3 Human Resources 4
7 Secretarial 1
8 Placement 4
9 Tech 4
10 Legal 0
11 Admin 0
Total 82
2 Human Resources 13
6 Secretarial 1
7 Placement 80
9 Legal 1
Total 663
We have been consistently aiming to improve learner experience through various technology
initiatives. Some of these initiatives which are currently in place and also being developed by
the technology department of the Company are as follows:
LawSikho opportunities
- What this platform will do: This is a user-friendly platform which provides job
opportunities to lawyers and a seamless application process. It will also help
employers to find a reliable pool of qualified legal professionals and advanced
filtering and matching mechanisms to curate job listings.
- How will this benefit the users: The users will be able to search for jobs and apply
with ease. We can potentially explore bundling upskilling services to users who can
upskill themselves and apply for opportunities.
- Revenue generation for the Company: The Company will charge a platform
service fee for facilitating interactions between potential employers and applicants.
Services Marketplace
- What this platform will do: This platform will provide an opportunity to our learners
to showcase their services and apply for assignments posted by SMEs especially in
the US and advanced economies in a similar manner as Upwork or other freelancing
platforms. The platform is intended to be designed to address common concerns of
employers with respect to client confidentiality, etc. which currently are not met
adequately by existing platforms. It will also be customised for the categories of work
specifically catered to by our learners. The platform will enable learners to register
and create detailed profiles, showcase their portfolio and work done, apply for jobs
and assignments and receive payments in a secured manner with escrow
mechanisms. It will also enable potential employers and clients to search for
appropriate service providers.
- How will this benefit the users: Currently, our learners rely on finding work through
opportunities sourced by our team or through existing freelance platforms. Building a
platform that protects the concerns around data security, freelancer accountability
and workflow management of potential clients in the US and advanced economies
while giving work to talent across borders will reduce friction, thus enabling more
opportunities to be accessible for our learners. The services marketplace will
complement our inside sales development initiative to generate opportunities for
Microlearning App
- What this application will do and how it will benefit users: This application will be
a valuable educational application (“app”) which can increase the Company's visibility
and reputation in the field of legal education. The quality of legal education greatly
varies across colleges all over the country. Through this app, law students will be
able to access the entire college curriculum on their mobile phone through byte-sized
learning (like Duolingo and Sololearn), goal-setting and gamification. The app will
support lead generation, data-driven marketing, and provision of premium content or
services.
- Revenue generation & other benefits for the Company: Since the app will aid
lead generation and data-driven marketing, this will aid revenue generation and drive
down cost of customer acquisition. Further, it can become a direct source of revenue
for the Company through provision of premium content and services.
- What this portal will do: This portal will be a single portal which will integrate data
across multiple tools and provide learners a single window access to all crucial
aspects of their academic journey and career development with us. The portal shall
be available to all learners, including those with disabilities, by adhering to
accessibility standards. The portal will also have robust data security measures to
protect sensitive student information and ensure compliance with data privacy
regulations
- How will this benefit the users: This portal will enable us to harness efficiency in
service delivery, save time of our delivery time and also give our students a more
focussed experience, enhanced goal-setting, greater customer delight and stickiness
to our platform.
To,
The members,
Addictive Learning Technology Limited
The Board of Directors (“Board”) of the Company have pleasure in presenting the
7th Directors’ Report (“Report”) along with the standalone and consolidated financial
statements and auditors report thereon, for the financial year ended 31st March
2024.
Financial results of the Company for the financial year ended 31st March, 2024
are summarised below:
(Amount in Lakhs)
Particulars Standalone Consolidated
Less:
Standalone performance:
● Total revenue (including other income) increased from Rs. 3354.47
lakhs in the financial year 2022-23 to Rs. 6395.91 lakhs in the
financial year 2023-24.
Consolidated performance:
The directors express their satisfaction on the overall financial performance and
the progress made by the Company during the year under review.
3. Dividend
The Board does not recommend any dividend for the year under review.
4. Transfer to reserves
No amount has been transferred to reserves during the year under review.
There have been no other material changes and commitments that have
occurred between the end of the financial year to which the financial statements
relate and the date of this Report, which affect the financial position of the
Company.
There has been no change in the nature of business of the Company in the
year under review.
The shares of the Company were listed on the Small and Medium Enterprises
(SME) Platform of the National Stock Exchange of India Limited (NSE Emerge)
on 30th January, 2024.
8. Share capital
During the year under review, there were following changes in the share capital
of the Company:
The Company had issued and paid up preference share capital of Rs.
10,00,000/- (comprising 1,00,000 optionally convertible preference shares of
Rs. 10/- each.) at the beginning of the year. On 16th October, 2023, all the
OCPS were converted into 6,250 equity shares of the Company.
All the equity shares of the Company are held in the dematerialised form. The
ISIN allocated to the Company is INE0RDH01021.
10. Particulars of loans, guarantees and investments falling within the ambit
of Section 186
The particulars of loans, guarantees and investments covered within the ambit
of Section 186 of the Companies Act, 2013 have been disclosed in notes to the
financial statements.
During the year under review your company has not accepted any deposits
falling within the ambit of Section 73 of Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
The Company has the following subsidiary Companies and group Companies,
as on date of this Report:
During the year under review all transactions entered into by the Company with
Related Parties as defined under the Companies Act 2013 were in the ordinary
course of business and on an arm’s length pricing basis and accordingly, do not
attract the provisions of Section 188 of the Act. Hence the requirement of Form
AOC-2 as required under Section 188(1) of the Act is not applicable to the
Company. Omnibus approval of the Audit Committee shall continue to be
obtained for any related party transactions which are repetitive in nature.
The directors and KMP of the Company as on 31st March, 2024 are as follows:
*The following appointments were made during the year under review:
Retirement by rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr.
Abhyudaya Agarwal (DIN: 05016416), Director, shall retire by rotation at the
Annual General Meeting, and being eligible, he has offered himself for
re-appointment. Accordingly the proposal for his reappointment has been
included in the notice convening the Annual General Meeting of the Company.
Declaration under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
from Independent Directors:
The Directors are satisfied with the performance of all the independent directors
appointed during the year and are of the opinion that all the independent
directors are persons of integrity and possess relevant experience and
expertise.
As on March 31, 2024, the Board has constituted the following committees as
required in accordance with the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders’ Relationship Committee
In addition to the above required committees, the Board had also constituted
the following committees for ease of operations and management of the initial
public offering of the Company:
a. Audit Committee
The Board re-constituted the Audit Committee and revised the charter in
accordance with Section 177 of the Companies Act, 2013, in its meeting held
on 2nd July, 2024.
The Company Secretary and Compliance Officer of the Company will act as
the secretary of the Committee.
No Audit Committee meetings were held from 18th October, 2023, the date
of its constitution until 31st March 2024.
The revised charter of the Audit Committee is available on the website of the
Company at: https://lawsikho.com/Investors
The Company Secretary and Compliance Officer of the Company will act as
the secretary of the Committee.
The Company Secretary and Compliance Officer of the Company will act as
the secretary of the Committee.
d. Executive Committee
All minutes of the Executive Committee meetings held between two Board
meetings are placed before the Board at its next meeting.
The Board constituted Initial Public Offer Committee vide board resolution
dated 18th October, 2023 in order to deal with various tasks relating to the
initial public offering of the Company.
The charter of the Initial Public Offer Committee is available on the website
of the Company at: https://lawsikho.com/Investors
During the year under review, the Board met 17 times. The intervening gap
between the Meetings was within the period prescribed under the Companies
Act, 2013 (the “Act”). Required quorum was present throughout each meeting
as per the requirement of the said Act. The meetings of board of directors of the
Company were held on 03.04.2023, 30.06.2023, 18.09.2023, 20.09.2023,
23.09.2023, 27.09.2023, 07.10.2023, 11.10.2023, 18.10.2023, 20.10.2023,
The requirement to get a formal evaluation of the Board conducted has only
become applicable to the Company with effect from 30th January 2024 - the
date on which the equity shares of the Company were listed. Accordingly the
Company shall get a formal annual evaluation of the Board carried out in the
present financial year 2024-25.
The audited accounts for the year under review are in conformity with the
requirements of the Companies Act, 2013 and the Accounting Standards. The
financial statements reflect fairly the form and substance of transactions carried
out during the year under review and reasonably present your Company’s
financial condition and results of operations.
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors
confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures, if any;
b. The accounting policies selected have been applied consistently, and
judgements and estimates are made that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of your Company as at 31st
March 2024 and of the profit of your Company for the year ended on that
date;
c. proper and sufficient care has been taken for the maintenance of adequate
accounting records, in accordance with the provisions of the Act for
safeguarding the assets of your Company, and for preventing and detecting
fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis;
e. Your company has laid down proper internal financial controls and that such
internal financial controls are adequate and were operating effectively;
f. Your Company has devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.
Foreign exchange - - -
outgo
*Includes exports and foreign exchange gains
The Annual return will be placed on the website of the company at the following
link: https://lawsikho.com/Investors.
The Company got listed on NSE Emerge platform on 30th January, 2024 but as
the shares are listed on SME Platform of NSE, by virtue of Regulation 15 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions as specified in regulations
17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C,
The Company has internal financial control systems commensurate with the
size and complexity of its operations, to ensure proper recording of financials
and monitoring of operational effectiveness and compliance of various
regulatory and statutory requirements. The management regularly monitors the
safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records including timely
preparation of reliable financial information.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, disclosure pertaining to remuneration and other details
are provided in the Annexure II to this Report.
Since the Company does not have any employees who draw remuneration in
excess of Rupees One Crore and Two lakhs for the financial year or Rupees
Eight Lakhs and Fifty Thousand per month when employed for part of the year,
the particulars required under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not
required to be provided.
The Company was not required to maintain cost records under section 148 of
the Companies Act, 2013.
28. Auditors
a. Statutory Auditor
As per the provisions of Section 139 & 142 of the Act read with the
Companies (Audit and Auditors) Rules, 2014, the members of the Company
had appointed M/s. K R A & Co., Chartered Accountants (Firm Registration
No. 0020266N) as the Statutory Auditors for the financial year 2023-24 in the
Annual General Meeting held on 19th September, 2023 to hold office till the
conclusion of the Annual General Meeting of the Company to be held in the
year 2028.
b. Secretarial Auditor
The Company has appointed Rawal & Co. (FRN: S2020UP717200), a firm of
Practising Company Secretaries as the secretarial auditor of the Company
for the financial year 2023-24 and 2024-25 under the provisions of Section
204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
c. Internal Auditor
The Company has appointed CA Sachin Jain as the internal auditor of the
Company for the financial year 2024-25 under section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.
During the year under review, the statutory auditors have not reported any
instances of frauds committed in the Company by its Officers or employees
under Section 143(12) of the Companies Act, 2013.
30. Details of significant and material orders passed by the regulator or court
or Tribunal
There were no significant and material orders issued against the Company by a
regulating authority or court or tribunal that could affect the going concern
status and company’s operation in future.
The Policy provides for a channel to report genuine concerns about unethical
behaviour, actual or suspected fraud or violation of companies policies.
The Whistle Blower Policy of the Company is available at the following link:
.https://lawsikho.com/Investors
The Board has laid down a specific code of Conduct for all members of the
Board and senior management of the Company. The Code is available at:
https://lawsikho.com/Investors.
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company
has formulated and adopted the “Code of Conduct for prohibition of Insider
Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is
to set framework, rules and procedures which all concerned should follow, both
in letter and spirit, while trading in the securities of the Company. The Insider
Trading Code is available at: https://lawsikho.com/Investors
The Company provides 100% remote working to its employees. Despite this,
the Company has zero tolerance for sexual harassment at workplace. The
Company has adopted a Policy on Prevention of Sexual Harassment at
During the year under review, the company has received no complaints on
sexual harassment.
35. Website
During the year under review, there were no applications made or proceedings
pending in the name of the company under the Insolvency Bankruptcy Code,
2016.
During the year under review, there has been no one-time settlement of loans
taken from banks and financial institutions.
The Board approved a policy for Corporate Social Responsibility (CSR) in its
meeting held on 2nd July, 2024. The CSR policy of the Company is available at:
https://lawsikho.com/Investors
40. Acknowledgements
The Directors take this opportunity to place on record their sincere appreciation
for the support received during the year from the investors through their
overwhelming response to the Company’s initial public offering, the learners
who trusted the Company with their careers, the employees who put in
significant efforts to ensure success of the learners. The Directors also take this
opportunity to acknowledge the support received from all our external
supporters such as the Central and State government authorities, the National
Stock Exchange of India Limited, banks and financial institutions, depositories,
analysts, advisors, suppliers and other business partners for their support
during the year.
Part A: Subsidiaries
Dataisgood Edutech Private Limited (consolidated with Dataisgood LLC)
[Information in respect of each subsidiary is presented with amounts in Rupees
(Rs.)]
2 Reporting period for the subsidiary Same as the reporting period of the
concerned, if different from the holding holding Company.
company's reporting period.
6 Total assets
Rs. 74,31,381/-
7 Total Liabilities
Rs. 10,04,564/-
8 Investments
-
9 Turnover
Rs. 1,87,64,297/-
1 The date since when subsidiary was Dataisgood Limited was incorporated
acquired on 20th February 2024
6 Total assets
Nil
7 Total Liabilities
Nil
8 Investments
Nil
9 Turnover
Nil
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to
Associate Companies and Joint Ventures: Not Applicable
Disclosure as per Section 197(12) of Companies Act, 2013 and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
Date of Last
Percent Nature of comme employment Whether any
Ratio of age of employment nceme Age of held by such such employee
directors increase Designation - permanent Qualificatio nt of the employee is a relative of
remuneratio during of the or ns and employ employ before joining director or
S.No. Name Pan Number Remuneration n to median the year employee contractual experience ment ee the Company manager
BA LLB,
business,
12+ years
of 35
experience
ABHYUDAYA Wholetime in legal 12-Sep
1 AGARWAL AIVPA1712C 4,950,000.00 20.52 3.13 Director Permanent education. -2017 - No
BA LLB,
business,
12+ years
of 37
experience
RAMANUJ Managing in legal 12-Sep
2 MUKHERJEE AUJPM7314C 4,950,000.00 20.52 3.13 Director Permanent education. -2017 - No
MCom, Manager,
LLB, ACS, 11-Oct- Company
23+ years 2023 Secretarial,
Company of Northern Trust
5 KOMAL SHAH ACCPP5343H 2,320,731.00 N.A. N.A. Secretary Permanent experience 47 Ireland No
BTech
ANKIT Electrical, Founding
MAHESHWAR Co founder- 20+ yrs of 1-Sep- Director,
6 I AKWPM1894Q 1,726,000.00 N.A. N.A. Data is good Permanent experience 2023 44 Bluecore India No
The Company does not have any employees who draw remuneration
in excess of Rupees One Crore and Two lakhs for the financial year
under review.
The Company does not have any employees, employed for a part of
the financial year who draw remuneration in excess of Rupees Eight
lakh and fifty thousand for the financial year under review.
Annexure-III
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
(Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014)
Secretarial Audit Report
For the Financial Year ended March 31, 2024
To,
The Members
ADDICTIVE LEARNING TECHNOLOGY LIMITED
(Formerly Known as Addictive Learning Technology Private Limited)
Space Creattors Heights, 3rd Floor, Landmark Cyber Park, Golf Course Extension,
Sector 67, Gurgaon, Haryana India, 122002
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Addictive Learning Technology Limited (herein after referred as “Company”).
Secretarial Audit conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/
Statutory Compliances and expressing my opinion thereon.
Based on our verification of the Company's Books, Papers, Minute Books, Forms and Returns filed and other records
maintained by the Company and also the information provided by the Company, its Officers, Agents and Authorised
Representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during
the audit period covering the Financial Year ended on March 31, 2024 has complied with the Statutory provisions
listed hereunder and also that the Company has proper Board processes and Compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
I have examined the Books, Papers, Minute Books, Forms and Returns filed and other Records maintained by the
Company for the Financial Year ended on March 31, 2024 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(SEBI Act'):
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999; (Not applicable as the Company has not issued securities under Employee Stock
Option Scheme and Employee Stock Purchase Scheme during the financial year under review)
f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. (Not Applicable as
the neither Company has existing Debt Securities nor have issued any fresh securities during the year under
review);
I, have examined all the other applicable laws to the Company on the basis of the representations made by the
Management.
I, have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards pursuant to section 118(10) of the Act, issued by the Institute of Company Secretaries of
India;
b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc.
I, FURTHER REPORT THAT
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
All the decisions were carried out unanimously by the Members of the Board and Committees and the same were
duly recorded in the Minutes of the Meeting of the Board of Directors and Committees of the Company.
I, FURTHER REPORT that there are adequate systems and processes in the company to commensurate with the
size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
Sd/-
Vivek Rawal
FRN: S2020UP717200
Membership No: A43231
C.P No: 22687
UDIN: A043231F001117205
Date: 03/09/2024
Place: Gurgaon
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility
is to express an opinion on these secretarial records based on our audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the secretarial record. The verification was done on test basis to ensure that
the correct facts are reflected in secretarial records. I believe that the practices and processes, we followed
provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the
company.
4. Where ever required, I have obtained management representation about the compliance of laws, rules,
regulations, norms and standards and happening of events.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and
standards is the responsibility of management. Our examination was limited to the verification of procedure
on test basis.
6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
7. I have reported, in our audit report, only those non-compliance, especially in respect of filing of applicable
forms/documents, which, in our opinion, are material and having major bearing on financials of the Company
Sd/-
Vivek Rawal
FRN: S2020UP717200
Membership No: A43231
C.P No: 22687
UDIN: A043231F001117205
Date: 03/09/2024
Place: Gurugram
To,
The Board of Directors of
Addictive Learning Technology Limited
Add: Space Creattors Heights, 3rd floor, Landmark Cyber Park,
Golf Course Extension, DLF QE, Sector 67, Gurgaon, Haryana 122102.
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
Addictive Learning Technology Limited having CIN: L74110HR2017PLC118029 and having registered office at
Space Creattors Heights, 3rd floor, Landmark Cyber Park, Golf Course Extension, DLF QE, Sector 67, Gurgaon,
Haryana 122102 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the
Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below
for the Financial Year ended on 31st March, 2024 have been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs
or any such other Statutory Authority.
Sd/-
Vivek Rawal
FRN: S2020UP717200
Membership No: A43231
C.P No: 22687
UDIN: A043231F001154803
Date: 06/09/2024
Place: Gurgaon
Opinion
We have audited the standalone financial statements of ADDICTIVE LEARNING
TECHNOLOGY LIMITED (“the Company”), which comprise the balance sheet as at March
31,2024, the statement of profit and loss, and statement of cash flows for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies and other
explanatory information
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its Profit,
and its cash flows for the year ended on that date.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the annual report but does not include the financial statements
and our auditor’s report thereon. The annual report is expected to be made available to us after the
date of this auditor's report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of assurance or conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.
When we will read the annual report, if we conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged with governance.
In preparing the financial statements, the Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of
Gunjan Arora
Partner
Membership No.: 529042
UDIN: 24529042BKAMUK8827
Place: Delhi
Date: 09th May 2024
(i) (a) (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment.
(B) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company does not hold any
intangible assets. Consequently, clause (i)(a)(B) of the Order is not applicable to the
Company.
(b) In accordance with the phased programme for verification of Property, Plant and
Equipment, certain items of Property, Plant and Equipment were physically verified
by the management during the year and no material discrepancies were noticed on
such verification.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company does not have any
immovable properties. Consequently, clause (i)(c) of the Order is not applicable to
the Company.
(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not revalued any
Property, Plant and Equipment during the year. Consequently, clause (i)(d) of the
Order is not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, no proceedings have been initiated or
are pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, if so.
Consequently, clause (i)(e) of the Order is not applicable to the Company.
(ii) (a) The company does not hold any inventory as the Company is
mainly in the business of providing consultancy education services such as
Law, Management Studies, Online Education, Personality Development
Program etc.
(b) The company has not been sanctioned working capital limits in
excess of five crore rupees (at any point of time during the year), in
aggregate, from banks or financial institutions based on security of current
assets. Consequently, clause (ii)(b) of the Order is not applicable to the
Company.
(iii) According to the information and explanations given to us, the Company has not granted
any loans, secured or unsecured, to companies, firms or other parties covered in the register
(v) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not accepted any deposit
during the year. Consequently, clause (v) of the Order is not applicable to the Company.
(vi) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company is not required to maintain cost
records under section 148(1) of the Companies Act, 2013. Consequently, clause (vi) of the
Order is not applicable to the Company.
(vii) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income-tax, Sales-tax,
Service Tax, Custom Duty, Excise Duty, value added tax, GST, cess and any other
dues, during the year, with the appropriate authorities except in case of TDS.
(b) There were no undisputed amounts payable in respect of Provident Fund,
Employees State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty,
Excise Duty, value added tax, GST, cess and other material statutory dues in arrears
as at March 31, 2024 for a period of more than six months from the date they became
payable.
(c) There are no dues of Income-tax, Sales-tax, Excise Duty, GST and Service Tax
which have not been deposited as on March 31, 2024, on account of disputes with
the related authorities.
(viii) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there are no transactions which are not recorded
in the books of account and have been surrendered or disclosed as income during the year in
the tax assessments under the Income Tax Act, 1961
(ix) (a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not defaulted in the
repayment of dues to financial institutions or banks.
(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not been declared
willful defaulter by any bank or financial institution or other lender.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not availed any term
(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the funds raised on short term basis
have not been utilized for long term purposes. Consequently, clause (ix)(d) of the
Order is not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the company has not taken any funds
from any entity or person on account of or to meet the obligations of its subsidiaries,
associates or joint ventures. Consequently, clause (ix)(e) of the Order is not
applicable to the Company.
(f) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the company has not raised loans during
the year on the pledge of securities held in its subsidiaries, joint ventures or associate
companies. Consequently, clause (ix)(f) of the Order is not applicable to the
Company.
(x) In our opinion and according to the information and explanations given to us, the Company
has not availed any term loans during the year. The Company has made an initial public offer
during the year. The company has received gross proceeds from fresh issue of equity shares
amounting to Rs. 57,91,80,000. The utilization of the net proceeds is summarized as below:-
All amounts in Rupees Lakhs
Proposed
utilisation Utilisation Unutilised
Gross as per upto 31-3- amount as
Particular Proceeds Prospectus 24 at 31-3-24
Unidentified Acquisition (In India & Abroad) 500.00 500.00
Identified Acquisition 300.00 100.00 200.00
Investment in Technology 800.00 800.00
Development of new courses 500.00 500.00
Branding & Marketing Expenses 1000.00 1000.00
Working Capital Requirement 800.00 800.00
General Corporate Purposes Not Defined -
Issue Expenses Not Defined 1011.05 (1011.05)
Total 5791.80 3900.00 1111.05 4680.75
(xi) (a) To the best of our knowledge and according to the information and explanations
given to us, no material fraud by the Company or on the Company has been noticed
or reported during the year.
(b) According to the information and explanations given to us, no report under sub-
section (12) of section 143 of the Companies Act has been filed by the auditor in
(c) According to the information and explanations given to us, no whistle blower
complaints have been received during the year. Consequently, clause (xi)(c) of the
Order is not applicable to the Company.
(xii) According to the information and explanations given to us, the Company is not a Nidhi
Company. Consequently, clause (xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, all transactions
with the related parties are in compliance with section 177 and 188 of Companies Act, 2013,
and corresponding details have been disclosed in the financial statements, as required by the
applicable Accounting Standards.
(xiv) (a) In our opinion and according to the information and explanations given to us, the
company has an internal audit system commensurate with the size and nature of its business.
(b) As the internal Audit is not applicable to the company. Accordingly, requirement under
clause (xiv) is not applicable to the company.
(xv) In our opinion and according to the information and explanations given to us, the Company
has not entered into any non-cash transactions with directors or persons connected with him.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934. Consequently, clause (xvi)(a), (b), (c) of the Order is not applicable to the
Company.
(xvii) The Company has not incurred any cash losses in the financial year and in the immediately
preceding financial year.
(xviii) There is resignation of the Statutory Auditor during the year, hence this clause is applicable
and we have taken into consideration the issue, objections and concerns raised by outgoing
auditor.
(xix) According to the information and explanations given to us and on the basis of the financial
ratios, ageing and expected dates of realization of financial assets and payment of financial
liabilities, other information accompanying the financial statements, our knowledge of the
Board of Directors and management plans and based on our examination of the evidence
supporting the assumptions, nothing has come to our attention, which causes us to believe
that any material uncertainty exists as on the date of the audit report that the Company is not
capable of meeting its liabilities existing at the date of balance sheet as and when they fall due
within a period of one year from the balance sheet date. We, however, state that this is not
an assurance as to the future viability of the Company. We further state that our reporting is
based on the facts up to the date of the audit report and we neither give any guarantee nor
any assurance that all liabilities falling due within a period of one year from the balance sheet
date, will get discharged by the Company as and when they fall due.
(xx) In our opinion and according to the information and explanations given to us, the Company
is not required to spend under section 135 of the Companies Act, 2013. Consequently, clause
(xx) of the Order is not applicable to the Company.
Gunjan Arora
Partner
Membership No.: 529042
UDIN: 24529042BKAMUK8827
Place: Delhi
Date: 09th May 2024
(Referred to in Paragraph 2 point (f) under the heading of “Report on Other Legal and
Regulatory Requirements” of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause(i) of Sub-
section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of ADDICTIVE
LEARNING TECHNOLOGY LIMITED (“the Company”) as at March 31, 2024, in conjunction
with our audit of the standalone financial statements of the Company for the year ended on that date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by
Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,
Those Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Ouraudit of
internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor’s judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
Opinion
In our opinion, to the best of our information and according to the explanation given to us, the
Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at
March 31, 2024, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Gunjan Arora
Partner
Membership No.: 529042
UDIN: 24529042BKAMUK8827
Place: Delhi
Date: 09th May 2024
Shareholders’ funds
(a) Share capital 2 1590.97 10.10
(b) Reserves and surplus 3 5174.97 196.18
6765.94 206.28
Non-current liabilities
(a) Deferred tax liabilities 22 59.13
(b) Long term provision 4 29.75 -
88.88 -
Current liabilities
(a) Short Term Borrowings 5 - 15.73
(b) Trade payables 6
(A) Total outstanding dues of micro enterprises and small enterprises 5.40 1.08
(B) Total outstanding dues of Creditors other than micro enterprises and 93.23 3.69
small enterprises
(c) Other current liabilities 7 630.99 574.55
(d) Short-term provisions 8 277.78 83.13
1007.40 678.17
Non-current assets
(a) Property, Plant and Equipment 9
(i) Tangible Assets 19.28 22.23
(ii) Intangible Assets 1897.94
(b) Non Current Investment 10 760.95 -
(c) Deferred Tax Assets 22 7.75
2678.17 29.98
Current assets
(a) Trade receivables 11 47.21 2.42
(b) Cash and cash equivalents 12 4950.80 170.80
(c) Short-term loans and advances 13 3.22 0.21
(d) Other Current Assets 14 182.83 681.04
5184.06 854.47
This is the Balance Sheet referred to in our audit report of even date.
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Limited
FRN: 020266N
Expenses
Cost of Services 17 1257.76 885.55
Employee benefits expense 18 753.32 189.37
Depreciation and amortization expense 19 276.56 9.51
Finance Cost - - -
Other expenses 20 3129.16 1945.07
Total expenses 5416.80 3029.50
Tax expenses:
Current tax 259.01 84.67
Deferred tax 66.88 (6.79)
Total tax expense 325.90 77.88
This is the Statement of Profit and Loss referred to in our report of even date
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Private Limited
FRN: 020266N
For the year ended March 31st, 2024 For the year ended March 31st, 2023
Particulars
1. Corporate Information
Addictive Learning Technology Limited (the “Company”) (formerly known as Addictive Learning Technology Private Limited) was incorporated on September 12, 2017 under the Indian Companies Act, 2013
having registered office at Space Creattors Heights, 3rd floor, Landmark Cyber Park, Golf Course Extension, Sector 67, Gurgaon, Haryana 122102, DL FQE, Gurgaon, Dlf Qe, Haryana, India, 122002. The
Company is engaged in the business of providing consultancy education services such as Law, Management Studies, Online Education, Personality Development Program etc.
The Standalone Financial Statements have been prepared on accrual basis under the historical cost convention except for certain financial instruments and share-based payment transactions that are
measured at fair value as required by relevant AS.
Accounting policies have been consistently applied to all the years presented unless otherwise stated.
Company has prepared the financial statements on the basis that it will continue to operate as a going concern.
All assets and liabilities have been classified as current / non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III (Division I) to the Companies Act, 2013.
Based on the nature of services and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12
months for the purpose of current / non current classification of assets and liabilities.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance
are charged to An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the
statement of profit and loss.
The expenditure which has been incurred during the year on Content Development for which the results and benefits of these expenditure would be obtained over the multiple years in coming future has
been considered as "Deferred Revenue Expenditure" in the books of accounts till previous financial year, From current Financial Year we have changed the policy and considered as intangible assets.
This has resulted in an increase in profit before tax for current financial year, after taking into account the adjustment for previous financial year as well, by INR 364.07 Lacs.
This accounting policy change also harmonises treatment of Content Development under Income Tax Act, which was already being followed for the previous year as well.
The estimated useful lives of property, plant and equipment are as under:
Asset category Useful life
Office equipments other than mobile handsets 5 years
Office equipments - mobile handsets 3 years
Servers (included in computers) 6 years
Furniture and Fixtures 10 years
Machinery 15 years
Computers 3 years
Leasehold improvements Primary period
of the lease
Intangible assets are amortised in the Statement of Profit and Loss over their estimated useful lives on straight line method, from the date that they are available for use. The Company amortises its
intangible assets as follows:
The depreciation charge for each period is recognised in the Statement of Profit and Loss, unless it is included in the carrying amount of any other asset. The useful life, residual value and the depreciation
method are reviewed at each financial year end. If the expectations differ from previous estimates the changes are accounted for prospectively as a change in accounting estimates.
Interest: Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
Income from export incentives is recognised when the application is filed with the government authority and when it is reasonable certain that ultimate collection will be made.
(v) Foreign currency translation
Initial Recognition:
On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of
the transaction.
Subsequent Recognition:
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.
All monetary assets and liabilities in foreign currency are restated at the rates ruling at the end of accounting period. Exchange differences arising therefrom are recognized in the Statement of Profit and
Loss.
Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent
that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.
Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Company has
unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they can be
realised against future taxable profits. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the assets and the liability on net basis.
Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and deferred
tax liabilities relate to taxes on income levied by the same governing taxation laws.
The most significant estimates relate to provision for expenses related to income taxes, contingencies and litigations, employee benefits and useful life of assets. Management bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which, form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. The actual amounts may differ from the estimates used in the preparation of the financial statements.
2 Share Capital
Authorized
1,80,00,000 Equity Shares of Rs.10/- each (2023: 100,000 Equity Shares of Rs.1/- each) 1800.00 1.00
100,000, 0.0001% Optionally Convertiable Preference Shares of Rs.10 each 10.00 10.00
2500 Compulsorily Convertiable Preference Shares of Rs.10 each 0.25 0.25
1810.25 11.25
(i) Reconciliation of number of shares outstanding at the beginning and at the end of year:
For the year ended March 31st, For the year ended March
Equity Shares 2024 31st, 2023
No. of Shares Amount No. of Shares Amount
(in Numbers) (in Lakhs) (in Numbers) (in Lakhs)
Balances at the beginning of the year 10,000 0.10 10,000 0.10
Movement during the year - -
Consolidation of Shares (9,000) -
Bonus Shares 1,09,90,009 1099.00
Private Placement 7,75,473 77.55
Initial Public Offer 41,37,000 413.70
Convertiable Preference Shares 6,250 0.63
Balance outstanding as at the end of the year 1,59,09,732 1590.97 10,000 0.10
For the year ended March 31st, For the year ended March
Preference Shares (0.001% Optionally Convertiable Preference Shares) 2024 31st, 2023
No. of Shares Amount No. of Shares Amount
(in Numbers) (in Lakhs) (in Numbers) (in Lakhs)
Balances at the beginning of the year 1.00 10.00 - -
Movement during the year (1.00) (10.00) 1.00 10.00
Balance outstanding as at the end of the year - - 1.00 10.00
Preference Shares-
As on March 31, 2024, there is no Preference share capital. The Company had issued 0.0001% Optionally Convertiable Preference Shares of Rs.10 per share
during the period ending March 31, 2023 which are eligible for 0.0001% dividend and voting rights which are available to Preference Shareholders under the
Companies Act, 2013, however, they are not eligible for voting rights on other matters. In the event of liquidation, the equity shareholders are eligible to
receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Security Premium
Balance as at the beginning of the year -
Add: Addition during the year 6436.02
Less: Bonus Issue (599.00)
Less: IPO Expenses (1011.05)
Balance as at the end of the year 4825.97 -
Total 5174.97 196.18
6 Trade payables
98.63 4.77
Undisputed dues
Micro and small enterprises 5.40 - -
Disputed dues
Micro and small enterprises - - -
630.99 574.55
Annual Report 2023-24
70 of 117
8 Short- term provisions
11 Trade Receivables
Unsecured
- considered good 47.21 2.42
47.21 2.42
182.83 681.04
16 Other income
17 Cost of Services
1257.76 885.55
Finance Cost
- -
20 Other Expenses
Notes to Accounts
25 Dues to Micro and Small Enterprises, if any, have been determined to the extent such parties have been identified on the basis of information collected
by the Management.
26 Balances of Sundry Debtors and Sundry Creditors are subject to confirmation from respective parties and consequential reconciliation/adjustments
arising there-from, if any. The management however does not expect any material variation
Assumptions
Discount rate 7.25%
Expected rate of salary increase 5.00%
Expected rate of return on plan assets 0.00%
Demographic assumptions
Retirement age 58 Years
Mortality IALM (2012- 14)
Withdrawal rate 10.00%
Bifurcation of defined benefit obligation as the year end as per revised schedule VI
Current liability 1.50
Non - current liability 10.88
Total obligation at year end 12.38
Assumptions
Discount rate 7.25%
Expected rate of salary increase 5.00%
Expected rate of return on plan assets 0.00%
Demographic assumptions
Retirement age 58 Years
Mortality IALM (2012- 14)
Withdrawal rate 10.00%
8. Net Capital Turnover Ratio = Value of Sales & Services /Working Capital (Current Asset - Current Liability)
9. Net Profit Margin = Profit After Tax / Value of Sales & Services
10. Return on Investment = Other Income (Excluding Dividend) / Average Cash, Cash Equivalents & Other Marketable Securities
11. Return on Capital Employed = Net Profit After Tax^ + Deferred Tax Expense/(Income)
+ Finance Cost (-) Other Income / Average Capital Employed**
Note 1 to 29 forms an integral part of the accounts and has been duly authenticated.
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Private Limited
FRN: 020266N
Tangible Assets
Computer and Accessories 6.37 0.90 - 7.28 4.84 1.35 6.19 1.09 1.53
Furniture and Fixtures 9.29 - - 9.29 2.80 1.66 4.46 4.83 6.50
Office Equipments 19.61 6.87 - 26.48 10.35 6.17 16.52 9.96 9.26
Car 6.06 - - 6.06 1.12 1.55 2.67 3.39 4.94
Intangible Assets
Blog Consultancy Fees 161.41 161.41 25.84 25.84 135.57 -
Content creation and course development cost 1305.88 1305.88 178.92 178.92 1126.96 -
Tech Consultancy Fees 346.49 346.49 43.40 43.40 303.09 -
Community Building Expenses 350.00 350.00 17.68 17.68 332.32 -
Gunjan Arora
Partner
Membership No.: 529042
UDIN: 24529042BKAMUL2619
Place: Delhi
Date: 09th May 2024
Shareholders’ funds
(a) Share capital 2 1590.97 10.10
(b) Reserves and surplus 3 5242.75 196.18
6833.73 206.28
Non-current liabilities
(a) Deferred tax liabilities 22 59.13
(b) Long term provision 4 29.75 -
88.88 -
Current liabilities
(a) Short Term Borrowings 5 - 15.73
(b) Trade payables 6
(A) Total outstanding dues of micro enterprises and small enterprises 5.40 1.08
(B) Total outstanding dues of Creditors other than micro enterprises and 93.23 3.69
small enterprises
(c) Other current liabilities 7 640.44 574.55
(d) Short-term provisions 8 278.38 83.13
1017.45 678.17
Non-current assets
(a) Property, Plant and Equipment
(i) Tangible Assets 9 19.28 22.23
(ii) Intangible Assets 1897.94
Goodwill
(b) Non Current Investment 10 764.55
(c) Deferred Tax Assets 22 7.75
2681.77 29.98
Current assets
(a) Trade receivables 11 47.21 2.42
(b) Cash and cash equivalents 12 5023.86 170.80
(c) Short-term loans and advances 13 3.22 0.21
(d) Other Current Assets 14 184.00 681.04
5258.29 854.47
This is the Balance Sheet referred to in our audit report of even date.
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Limited
FRN: 020266N
Expenses
Cost of Services 17 1257.76 885.55
Employee benefits expense 18 754.14 189.37
Depreciation and amortization expense 19 276.56 9.51
Other expenses 20 3248.20 1945.07
Total expenses 5536.66 3029.50
Tax expenses:
Current tax 259.01 84.67
Deferred tax 66.88 (6.79)
Total tax expense 325.90 77.88
This is the Statement of Profit and Loss referred to in our report of even date
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Private Limited
FRN: 020266N
For the year ended March 31st, 2024 For the year ended March 31st, 2023
Particulars
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Limited
FRN: 020266N
1. General Information
Addictive Learning Technology Limited (the “Company”) (formerly known as Addictive Learning Technology Private Limited) was incorporated on September 12, 2017 under the Indian Companies
Act, 2013. The Company is mainly in the business of providing consultancy education services such as Law, Management Studies, Online Education, Personality Development Program etc.
All assets and liabilities have been classified as current / non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III (Division I) to the Companies
Act, 2013. Based on the nature of services and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its
operating cycle as 12 months for the purpose of current / non current classification of assets and liabilities.
Depreciation on additions/ deletions is provided on pro-rata basis from the date of acquisition/sale.
The depreciation charge for each period is recognised in the Statement of Profit and Loss, unless it is included in the carrying amount of any other asset. The useful life, residual value and the
depreciation method are reviewed at each financial year end. If the expectations differ from previous estimates the changes are accounted for prospectively as a change in accounting estimates.
Interest: Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
Income from export incentives is recognised when the application is filed with the government authority and when it is reasonable certain that ultimate collection will be made.
Subsequent Recognition:
As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.
All monetary assets and liabilities in foreign currency are restated at the rates ruling at the end of accounting period. Exchange differences arising therefrom are recognized in the Statement of
Profit and Loss.
Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to
the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.
Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Company has
unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they
can be realised against future taxable profits. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.
Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the assets and the liability on
net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax
assets and deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.
2 Share Capital
Authorized
1,80,00,000 (2023: 100,000) Equity Shares of Rs.10 each 1800.00 1.00
100,000 (2023: Nil) 0.0001% Optionally Convertiable Preference Shares of Rs.10 each 10.00 10.00
2500 (2023: Nil) Compulsorily Convertiable Preference Shares of Rs.10 each 0.25 0.25
1810.25 11.25
(i) Reconciliation of number of shares outstanding at the beginning and at the end of year:
For the year ended March For the year ended March
Equity Shares 31st, 2024 31st, 2023
No. of Shares Amount No. of Shares Amount
(in Numbers) (in Lakhs) (in Numbers) (in Lakhs)
Balances at the beginning of the year 10,000 0.10 10,000 0.10
Movement during the year - -
Consolidation of Shares (9,000) -
Bonus Shares 1,09,90,009 1099.00
Private Placement 7,75,473 77.55
Initial Public Offer 41,37,000 413.70
Convertiable Preference Shares 6,250 0.63
Balance outstanding as at the end of the year 1,59,09,732 1590.97 10,000 0.10
For the year ended March For the year ended March
Preference Shares (0.001% Optionally Convertiable Preference Shares) 31st, 2024 31st, 2023
No. of Shares Amount No. of Shares Amount
(in Numbers) (in Lakhs) (in Numbers) (in Lakhs)
Balances at the beginning of the year 1.00 10.00 - -
Movement during the year (1.00) (10.00) 1.00 10.00
Balance outstanding as at the end of the year - - 1.00 10.00
(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the company
As at March 31, 2024 As at March 31, 2023
Equity Shares No. of Shares % of Holding No. of Shares % of Holding
Abhyudaya Agarwal 44,39,103.00 27.90% 0.05 48%
Ramanuj Mukherjee 44,39,103.00 27.90% 0.05 48%
Security Premium
Balance as at the beginning of the year -
Add: Addition during the year 6436.02
Less: Bonus Issue (599.00)
Less: IPO Expenses (1011.05)
Balance as at the end of the year 4825.97 -
Total 5242.75 196.18
6 Trade payables
98.63 4.77
Disputed dues
Micro and small enterprises -
640.44 574.55
10 Goodwill
Investment in Dataisgood (DIG) 760.95
760.95 -
Equity share capital in Dataisgood (DIG) 1.00
Reserve and Surplus (4.52)
Goodwill In subsidiary of Dataisgood (DIG) (0.08)
(3.60) -
764.55
11 Trade Receivables
Unsecured
- considered good 47.21 2.42
47.21 2.42
considered doubtful
considered doubtful
184.00 681.04
16 Other income
17 Cost of Services
1257.76 885.55
Finance Cost
- -
20 Other Expenses
Notes to Accounts
25 Dues to Micro and Small Enterprises, if any, have been determined to the extent such parties have been identified on the basis of information
collected by the Management.
26 Balances of Sundry Debtors and Sundry Creditors are subject to confirmation from respective parties and consequential
reconciliation/adjustments arising there-from, if any. The management however does not expect any material variation
Assumptions
Discount rate 7.25%
Expected rate of salary increase 5.00%
Expected rate of return on plan assets 0.00%
Demographic assumptions
Retirement age 58 Years
Mortality IALM (2012- 14)
Withdrawal rate 10.00%
31-Mar-24 31-Mar-23
Present value of obligations 12.38
Fair value of plan assets
(Assets)/Liability recognised in balance sheet (12.38)
Assumptions
Discount rate 7.25%
Expected rate of salary increase 5.00%
Expected rate of return on plan assets 0.00%
Demographic assumptions
Retirement age 58 Years
Mortality IALM (2012- 14)
Withdrawal rate 10.00%
Note 1 to 29 forms an integral part of the accounts and has been duly authenticated.
For KRA & Co. For and on behalf of the Board of Directors of
Chartered Accountants Addictive Learning Technology Limited
FRN: 020266N
Tangible Assets
Computer and Accessories 6.37 0.90 - 7.28 4.84 1.35 6.19 1.09 1.53
Furniture and Fixtures 9.29 - - 9.29 2.80 1.66 4.46 4.83 6.50
Office Equipments 19.61 6.87 - 26.48 10.35 6.17 16.52 9.96 9.26
Car 6.06 - - 6.06 1.12 1.55 2.67 3.39 4.94
Intangible Assets
Blog Consultancy Fees 161.41 161.41 25.84 25.84 135.57 -
Content creation and course development cost 1305.88 1305.88 178.92 178.92 1126.96 -
Tech Consultancy Fees 346.49 346.49 43.40 43.40 303.09 -
Community Building Expenses 350.00 350.00 17.68 17.68 332.32 -
NOTICE
Notice is hereby given that the 7th Annual General Meeting of the members of Addictive
Learning Technology Limited (previously known as “Addictive Learning Technology Private
Limited”) will be held on Monday, 30th September, 2024 at 11.00 A.M. through video
conferencing/ other audio-visual means to transact the following business:
ORDINARY BUSINESS:
“RESOLVED THAT the Audited Standalone Financial Statements of the Company for
the Financial Year ended March 31, 2024 together with the Reports of the Board of
Directors and Auditors thereon, as circulated to the Members, be and are hereby
considered and adopted.”
“RESOLVED THAT, pursuant to the provisions of the Section 152 of the Companies
Act, 2013, Mr. Abhyudaya Agarwal (DIN: 05016416), who retires by rotation at this
meeting and being eligible for re-appointment, be and is hereby re-appointed as a
director of the Company, liable to retire by rotation.”
Komal Shah
Company Secretary and Compliance Officer
Date: 6th September, 2024
Place: Mumbai
NOTES:
1. Pursuant to General Circular No. 20/2020 dated 5th May 2020 read with other
relevant circulars including 09/2023 dated 25th September 2023 issued by the
Ministry of Corporate Affairs (‘MCA’) (collectively referred to as ‘MCA
Circulars’), the Company is convening the Annual General Meeting (‘AGM’)
through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’),
without the physical presence of the members. The deemed venue for the AGM
will be the registered office of the Company.
2. The details for the director seeking appointment / re-appointment at the AGM,
pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing
Regulations’) and Paragraph 1.2.5 of the Secretarial Standard on general meetings
issued by the Institute of Company Secretaries of India are annexed as Annexure I
and forms part of this notice.
3. Pursuant to the provisions of the Companies Act, 2013 (the ‘Act’) , a member entitled
to attend and vote at the AGM is entitled to appoint one or more proxies to attend and
vote instead of himself / herself and the proxy need not be a member of the company.
Since this AGM is being held pursuant to the MCA Circulars through VC /OAVM, the
physical attendance of members has been dispensed with. Accordingly, the facility for
the appointment of proxies by the members will not be available for this AGM and
hence the proxy form, attendance slip and route map for the AGM are not annexed to
this notice.
4. Institutional members are encouraged to attend and vote at this AGM through VC
/OAVM. Institutional / corporate shareholders (i.e., other than individuals / HUF, NRI,
etc.) are required to send a scanned copy (PDF / JPG Format) of its’ board of
directors or governing body resolution / authorization etc., authorising its
representative to attend the AGM through VC / OAVM or to vote through remote
e-voting. The said resolution /authorization shall be sent to the scrutinizer by email
through its registered email address to vivekrawal89@gmail.com with a copy marked
to evoting@nsdl.com.
5. Members attending the AGM through VC / OAVM shall be counted for the purpose of
reckoning the quorum under Section 103 of the Act.
6. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after
the scheduled time of the commencement of the Meeting by following the procedure
mentioned in the Notice. The facility of participation at the AGM through VC/OAVM
will be made available to at least 1000 members on a first come first served basis.
This will not include large Shareholders (Shareholders holding 2% or more
shareholding), Promoters, Institutional Investors, Directors, Key Managerial
Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed
to attend the AGM without restriction on account of first come first served basis.
7. In accordance with MCA Circulars and SEBI Circulars, the notice of the AGM along
with the annual report for FY 2023-24 shall be sent by electronic mode to those
members whose email addresses are registered with the company / depository
participants, unless any member has requested a physical copy of the same. The
Company shall send a physical copy of the Annual Report to those members who
request for the same at compliance@lawsikho.in mentioning their Folio No./DP ID
and Client ID. Members may note that the notice and annual report 2023-24 will also
be available on the Company’s website at www.lawsikho.com, websites of the Stock
Exchange i.e., National Stock Exchange of India Limited (NSE) at www.nseindia.com
and on the website of CDSL at www.evoting.cdsl.com.
9. In the case of joint holders, the member whose name appears as the first holder in
the order of names as per the register of members of the Company will be entitled to
vote at the AGM.
10. Members holding shares in dematerialized form are requested to intimate all changes
pertaining to their bank details, mandates, nominations, power of attorney, change of
address, change of name and email address, etc., to their Depository Participants
only.
11. SEBI has established a common Online Dispute Resolution Portal (‘ODR Portal’) for
resolution of disputes arising in the Indian securities market. Pursuant to this, post
exhausting the option to resolve their grievance with the RTA / Company directly and
through existing SCORES platform, the investors can initiate dispute resolution
through the ODR Portal (https://smartodr.in/login) and the same can also be
accessed through the Company’s website www.lawsikho.com.
12. The format of the register of members prescribed by the MCA under the Act requires
the Company / Registrars and Share Transfer Agents to record additional details of
members, including their PAN details, email address, bank details for payment of
dividend, etc. This request should be submitted in Form ISR-1.
13. The relevant documents referred to in the notice are available for inspection and the
members who wish to inspect the same can send an email to
compliancce@lawsikho.com up to the date of this AGM
14. During the AGM, members may access the electronic copy of the register of directors
and Key Managerial Personnel (‘KMP’) and their shareholding maintained under
Section 170 of the Act, the register of contracts and arrangements in which directors
are interested maintained under Section 189 of the Act, by sending an email to
compliance@lawsikho.com.
15. . The remote e-voting period commences on Friday 27th September, 2024 (9.00
A.M. IST) to Sunday 29th September, 2024 (5.00 P.M. IST). During this period,
members of the Company holding shares as on cut-off date i.e. Monday, 23rd
September, 2024 may cast their vote electronically. The remote e-voting module
shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast
by the member, he / she shall not be allowed to change it subsequently. The voting
rights of members (for voting through remote e-voting before the AGM and remote
e-voting during the AGM) shall be in proportion to their shares held in the paid-up
equity share capital of the Company as on the cut-off date i.e., Monday, 23rd
September, 2024.
16. Members will be provided with the facility for voting through electronic voting system
during the VC / OAVM at the AGM and members participating at the AGM, who have
not already cast their votes on the resolutions through remote e-voting and are
otherwise not barred from doing so, will be eligible to exercise their right to vote
during such proceedings of the AGM. Members who have cast their vote by remote
e-voting prior to the AGM may also attend / participate in the AGM through VC /
OAVM but shall not be entitled to cast their vote again.
17. A person, whose name is recorded in the register of members or in the register of
beneficial owners maintained by the depositories as on the cut-off date only shall be
entitled to avail the facility of remote e-voting before the AGM as well as remote
e-voting during the AGM. Any person who is not a member as on the cut-off date
should treat this notice for information purposes only. Any person holding shares and
non-individual shareholders, who acquire shares of the Company and become a
member of the Company after sending the notice and holding shares as of the cut-off
date, may obtain the login ID and password by sending a request to
evoting@cdsl.com. However, if he / she is already registered with CDSL for remote
e-voting then he / she can use his / her existing User ID and Password for casting the
vote.
18. The Chairman shall, at the AGM, allow voting by use of the remote e-voting system
for all those members who are present during the AGM through VC / OAVM but have
not cast their votes by availing the remote e-voting facility before the AGM. The
remote e-voting module during the AGM shall be disabled by CDSL for voting 15
minutes after the conclusion of the AGM.
19. The Register of Members and Share Transfer Books of the Company will remain
closed from Tuesday 24th September 2024 to Monday 30th September 2024
(both days inclusive).
20. Mr. Vivek Rawal, Proprietor of M/s. Rawal & Co., Company Secretaries Firm,
have been appointed as the Scrutinizer to scrutinize the remote e-voting before and
during the AGM, in a fair and transparent manner.
21. The scrutinizer shall, immediately after the conclusion of remote e-voting at the AGM,
unblock the votes cast through remote e-voting (votes cast during the AGM and at
the AGM) and make, not later than two working days of conclusion of the AGM, a
consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, to
the Chairman or a person authorized by him in writing, who shall countersign the
same.
22. The results declared along with the Scrutinizer’s Report shall be placed on the
Company’s website www.lawsikho.com and on the website of CDSL
www.evoting.cdsl.com immediately after the results are declared and the same shall
be communicated to the National Stock Exchange of India Limited, where the shares
of the Company are listed.
23. Subject to the receipt of the requisite number of votes, the resolutions forming part of
the AGM Notice shall be deemed to have been passed on the date of the AGM
i.e.,30th September, 2024.
24. Instructions for Members for remote e-voting and joining the AGM through VC /
OAVM are annexed as Annexure II and forms part of this Notice.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in
physical mode and non-individual shareholders in demat mode.
(i) The remote e-voting period commences on Friday 27th September, 2024 (9.00 A.M.
IST) to Sunday 29th September, 2024 (5.00 P.M. IST). During this period shareholders of
the Company, holding shares either in physical form or in dematerialized form, as on the
cut-off date (record date) of Monday, 23rd September, 2024 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting venue.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to
listed entities in India. This necessitates registration on various ESPs and maintenance of
multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it
has been decided to enable e-voting to all the demat account holders, by way of a single
login credential, through their demat accounts/ websites of Depositories/ Depository
Participants. Demat account holders would be able to cast their vote without having to
register again with the ESPs, thereby, not only facilitating seamless authentication but also
enhancing ease and convenience of participating in e-voting process.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings
for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
Individual Shareholders holding 1) Users who have opted for CDSL Easi /Easiest
securities in Demat mode with facility,can login through their existing user id and
CDSL Depository password.Option will be made available to reach-Voting
page without any further authentication.The users to
login to Easi /Easiest are requested to visit cdsl website
www.cdslindia.com and click on login icon &
NewSystem MyeasiTab.
Individual Shareholders
(holding securities in demat You can also login using the login credentials of your
mode) login through their demat account through your Depository Participant
Depository Participants (DP) registered with NSDL/CDSL for e-Voting facility.
After Successful login, you will be able to see
e-Voting option. Once you click on e-Voting option,
you will be redirected to NSDL/CDSL Depository
site after successful authentication, wherein you can
see e-Voting feature. Click on company name or
e-Voting service provider name and you will be
redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the
meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any
technical issues related to login through Depository i.e. CDSL and NSDL
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in
physical mode and non-individual shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier e-voting of any company, then your existing password is to be used.
PAN
Enter your 10 digit alpha-numeric *PAN issued by
Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
Dividend Bank Details OR Date Enter the Dividend Bank Details or Date of Birth (in
of Birth (DOB) dd/mm/yyyy format) as recorded in your demat
account or in the company records in order to login.
(vii) Shareholders holding shares in physical form will then directly reach the Company
selection screen. However, shareholders holding shares in demat form will now reach
‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is to be also used by the
demat holders for voting for resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take utmost care to
keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for
e-voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the
same the option “YES/NO” for voting. Select the option YES or NO as desired. The
option YES implies that you assent to the Resolution and option NO implies that you
dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to
change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option
on the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID
and the image verification code and click on Forgot Password & enter the details as
prompted by the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be
made available to scrutinizer for verification.
(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For
Remote Voting only.
1. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodians are required to log on to www.evotingindia.com and register
themselves in the “Corporates” module.
2. A scanned copy of the Registration Form bearing the stamp and sign of the
entity should be emailed to helpdesk.evoting@cdslindia.com.
3. After receiving the login details a Compliance User should be created using
the admin login and password. The Compliance User would be able to link the
account(s) for which they wish to vote on.
4. The list of accounts linked in the login will be mapped automatically & can be
delink in case of any wrong mapping.
5. It is Mandatory that, a scanned copy of the Board Resolution and Power of
Attorney (POA) which they have issued in favour of the Custodian, if any,
should be uploaded in PDF format in the system for the scrutinizer to verify
the same.
6. Alternatively Non Individual shareholders are required mandatory to send the
relevant Board Resolution/ Authority letter etc. together with attested
specimen signature of the duly authorized signatory who are authorized to
vote, to the Scrutinizer and to the Company at the email address viz;
evoting@lawsikho.in , if they have voted from individual tab & not uploaded
same in the CDSL e-voting system for the scrutinizer to verify the same.
1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the
instructions mentioned above for e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company
will be displayed after successful login as per the instructions mentioned above for
e-voting.
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the
meeting. However, they will not be eligible to vote at the AGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better
experience.
5. Further shareholders will be required to allow Camera and use Internet with a good
speed to avoid any disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to
Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi
or LAN Connection to mitigate any kind of aforesaid glitches.
7. Shareholders who would like to express their views/ask questions during the meeting
may register themselves as a speaker by sending their request in advance at least 07
days prior to meeting mentioning their name, demat account number/folio number,
email id, mobile number at (company email id). The shareholders who do not wish to
speak during the AGM but have queries may send their queries in advance 07 days
prior to meeting mentioning their name, demat account number/folio number, email id,
mobile number at evoting@lawsikho.in. These queries will be replied to by the company
suitably by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.
9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting system available during
the AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the AGM
and if the same shareholders have not participated in the meeting through VC/OAVM
facility, then the votes cast by such shareholders may be considered invalid as the facility
of e-voting during the meeting is available only to the shareholders attending the
meeting.
1. For Physical shareholders- please provide necessary details like Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self attested
scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email
to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective
Depository Participant (DP).
3. For Individual Demat shareholders – Please update your email id & mobile no. with
your respective Depository Participant (DP) which is mandatory while e-Voting &
joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL
e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 21 09911.
All grievances connected with the facility for voting by electronic means may be addressed to
Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A
Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel
(East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll
free no. 1800 21 09911.
Komal Shah
Company Secretary and Compliance Officer
Date: 6th September, 2024
Place: Mumbai
1 DIN 05016416
3 Nationality Indian
8 Names of listed entities in which the Other listed entities where the
person also holds the directorship and person holds directorship: None
the membership of Committees of the Membership of committees:
board along with listed entities from which (Addictive Learning Technology
Komal Shah
Company Secretary and Compliance Officer
Date: 06th September, 2024
Place: Mumbai