Directors Report of Addictive Learning Technology Ltd.

Mar 31, 2025

The Directors present this Annual Report of Addictive Learning Technology Limited ("the Company") along with the
audited financial statements for the financial year ("FY") ended March 31, 2025. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.

1. Financial results

The summary of the financial performance for the financial year ended March 31, 2025 is given below:

(Amount Rs.in Lakhs)

Standalone

8000 6000 4000 2000 0	7806.63
	6395.91 6447.73
	n
		1358.90 979.11	259.01 400.18	66.88	653.22 976.21 5.39 6.14	5.39 6.14
				-17.49
2000
	Total income Total expenses	Profit before tax	Current tax	Deferred tax	Profit/ (loss) for the year Basic	Diluted

Consolidated

10000
8000	8585.89
	6583.55	7132.77
6000
		5536.66
4000
2000 0
			1046.89 1453.72	259.01 401.14	66.88	721.00 1070.07 5.39 6.73	5.39 6.73
					-17.49
-2000
	Total income	Total expenses	Profit before tax	Current tax	Deferred tax	Profit/ (loss) for the year Basic	Diluted

2. Financial performance of the Company

The Company delivered growth during the year, with notable improvement in both standalone and consolidated
performance.

Standalone performance:

• Total revenue (including other income) grew by approximately 22.06%, from ?6,395.91 lakhs in FY 2023-24 to
?7,806.63 lakhs in FY 2024-25.

• Profit After Tax (PAT) increased by about 49.45%, from ?653.22 lakhs to ?976.21 lakhs in the financial year 2024¬

25.

Consolidated performance:

• Total revenue (including other income) rose by around 30.41%, from ?6,583.55 lakhs in FY 2023-24 to ?8,585.89
lakhs in FY 2024-25.

• Profit After Tax ("PAT") registered a growth of about 48.41%, from ?721.00 lakhs to f1,070.07 lakhs in the financial
year 2024-25.

The directors express their satisfaction on the overall financial performance and the progress made by the Company
during the year under review.

3. Share capital

The authorised share capital of the Company as on 31st March 2025 stands at Rs.18,10,25,000 divided into
1,80,00,000 Equity Shares of Rs. 10/- each. 100,000, 0.0001% Optionally Convertible Preference Shares of Rs.10 each
and 2500 Compulsorily Convertible Preference Shares of Rs.10 each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March 2025 stands at Rs.15,90,97,320,
comprising 1,59,09,732 equity shares of Rs. 10 each. The equity shares of the company are fully dematerialized.

During the year under review, there were no changes in the share capital of the Company.

4. Listing With Stock Exchange

As on the date of this report, the Equity Shares of the Company are listed on EMERGE - the SME Growth Platform of
the National Stock Exchange since 30th January, 2024. The Company confirms that it has no dues outstanding for
fees payable to the National Stock Exchange for the year 2024-25.

5. Subsidiaries, Joint Ventures And Associate Companies

The Company has the following subsidiary Companies and group Companies, as on date of this Report:

SR. NO.	NAME OF COMPANY/ LLP	REASON FOR CLASSIFICATION UNDER "GROUP COMPANIES"
1	Dataisgood Edutech Private Limited	Wholly owned Subsidiary (WOS)
2	Incredible Access Web Services Private Limited	Common directors
3	Intelligent Legal Risk Management Solutions LLP	Common directors (designated partners in case of LLP)
4	Skill Arbitrage Technology Inc.(Delaware, United States)	Step-down Subsidiary
5	Dataisgood LLC (Wyoming, United States)	Step-down Subsidiary (WOS is the single-member)
6	Skill Arbitrage Technology Limited (U.K.)*	Wholly owned Subsidiary
7	Addictive Learning Technology Inc.(Canada)	Wholly owned Subsidiary
8	Arizona University of Management and Technology Inc. (Arizona, USA)1	Common directors (intended to be a step-down subsidiary)

The details of the subsidiaries are attached with this Report in Annexure I.

*Dataisgood Limited was incorporated in the United Kingdom (U.K.) on 20th February 2024 and changed its name
to Skill Arbitrage Technology Limited on 16 October 2024.

PARTICULARS	PROPOSED UTILISATION AS PER PROSPECTUS	UTILISATION UPTO 31-3-2025	UNUTILISED AMOUNT AS AT 31-3-2025	REASONS
Unidentified Acquisition (In India & Abroad)	500.00	-	500.00	The prospectus states that INR 3 crores in the proceeds shall be utilized in FY2024- 25 and INR 2 crores in FY 2025-26, however, the Company has not approved a suitable target after due diligence. The proceeds shall therefore be fully utilized in FY2025-26.
Identified Acquisition	300.00	100.00	200.00	The prospectus states that the proceeds shall be utilized in FY2023 -24; however, the balance amount of INR 2 Crores has not become payable as per the provisions of the contract entered into for the identified acquisition, and hence, this amount has not been utilized.
Investment in Technology	800.00	700.00	100.00	The prospectus states that INR 4 crores shall be utilized in FY 2024 -25 and INR 4 crores shall be utilized in the FY 2025 -26. However, the Company has found an opportunity to develop automation for training as well as sales management to increase the efficiency of operations in light of breakthroughs in generative AI and therefore, it proceeded to utilize the funds in FY2024 -25 itself such that projects become delivered and utilizable in the following financial year Starting these projects in the following year would have jeopardised our competitiveness in light of AI tools being rolled out globally. The assets being developed are still work -in - progress and the full benefit of the same will be available in the FY2025 -26.
Development of new courses	500.00	500.00	-	The prospectus states that INR 3 crores shall be utilized in the FY 2024 -25 and INR 2 crores shall be utilized in the FY 2025 -26, however, the Company intended to be a first mover in developing courses for training people in generative AI and delaying the expenditure would have amounted to losing the opportunity. Therefore the entire balance amount of INR 3.5 crores which was not spent in the previous period has been used in developing AI based courses.

Branding & Marketing Expenses	1000.0	600.43	399.57	The prospectus states that INR 8 crores shall be utilized in FY 2024 -25, and INR 2 crores shall be utilized in FY 2025 -26. However, the Company has spent INR 6 crores for this purpose in FY 2024 -25. The balance amount shall be utilized in the FY 2025- 26.
Working Capital Requirement	800.00	101.00	699.00	The prospectus states that INR 6 crores shall be utilized in the FY 2024-25 and INR 1 crores shall be used in FY 2025-26. However the Company has spent INR 1.01 crores for this purpose in the FY 2024-25. The balance amount shall be utilized in the FY 2025- 26
General Corporate Purposes	859.43	100.00	759.43	The prospectus states that INR 7 crores shall be utilized in FY 2024-25 and INR 1.59 Crores shall be utilized in FY 2025¬ 26, however, the Company has spent INR 1 crores for this purpose in the FY 2024-25. The balance amount shall be fully utilized in FY 2025-26
Issue Expenses	1032.37	1011.05	21.32	The prospectus states that the proceeds shall be utilized in FY2023-24, however INR 21.32 lakhs were not utilized from the amount budgeted towards the issue expenses. The Board has not yet modified the allocation for this balance amount.
Total	5791.80	3112.48	2679.32

7. Changes in nature of business, if any

There has been no change in the nature of business of the Company during the year under review. The Company
continued to carry on an upskilling business in the domains of law and in other areas. However, the Company intends
to establish a University in the United States in the year 2025-26, which is likely to generate the advantages as
described at length in the Management Discussion and Analysis Report.

8. Transfer to reserves

No amount has been transferred to reserves during the year under review.

9. Dividend

The Board does not recommend any dividend for the year under review.

10. Public deposit

During the year under review your company has not accepted any public deposits falling within the ambit of Section
73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits as required under Chapter V of the Companies Act, 2013 are as under:

(a) accepted during the year: Nil

(b) remained unpaid or unclaimed as at the end of the year: Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and
if so, number of such cases and the total amount involved: Not Applicable

(i) at the beginning of the year: Nil

(ii) maximum during the year: Not Applicable

(iii) at the end of the year: Nil

(iv) the details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

11. Directors and Key Managerial Personnel

During the year under review there were no changes in the composition of the Board of Directors of the Company
and Key Managerial Personnel. The Board comprises the following Directors as on March 31, 2025:

SR. NO.	NAME	DESIGNATION	DIN/ PAN
1	Mr. Abhyudaya Agarwal	Whole Time Director	05016416
2	Mr. Ramanuj Mukherjee	Managing Director	05017261
3	Mr. Siddhant Singh Baid	Executive Director	07809583
4	Ms. Shruti Khanijow	Independent Director	10351347
5	Mr. Mohd Sirajjudin	Independent Director	07061023
6	Ms. Debbolina Ghosh	Independent Director	10246698
7	Mr. Siddhant Singh Baid	Director and Chief Financial Officer	07809583
8	Ms. Komal Shah	Company Secretary and Compliance Officer	NA

12. Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ramanuj Mukherjee (DIN: 05017261),
Managing Director, shall retire by rotation at the ensuing Annual General Meeting, and being eligible, 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.

A brief resume of the director seeking reappointment consisting nature of expertise in specific functional areas and
names of the listed companies in which he holds directorship and/or membership/chairmanships of the committees
of the respective Boards, Shareholding and relationship between Directors inter-se as stipulated under Reg. 36(3) of
SEBI (LODR) Regulations, 2015 have been given in relevant section of the notice of AGM forming part of the Annual
Report.

13. Registered Office of the Company

There was no change in the Registered Office of the Company during the financial year under review. The present
address of the Registered Office is as follows: Space Creattors Heights, 3rd Floor, Landmark Cyber Park, Golf Course
Extension, Sector 67, Gurgaon, Haryana 122102.

14. Reconciliation of Share Capital Audit

As stipulated by SEBI, a qualified Practicing Company Secretary carries out the quarterly re-conciliation of the total
capital held with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) and the total issued and listed capital and the report thereon is submitted to the National Stock Exchange of
India Limited. The report, inter alia, confirms that the number of shares issued, listed on the Stock exchange and that
held in demat mode are in agreement with each other.

15. Disclosure Related To Board and Corporate Governance

a) Board meetings held during the year

During the year under review, the Board met 9 (nine) 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
09.05.2024, 02.07.2024, 19.08.2024, 27.08.2024, 06.09.2024, 14.09.2024, 14.11.2024, 13.03.2025 and 22.03.2025.

	Abhyudaya	Ramanuj	Siddhant	Debbolina	Shruti	Mohd
	Agarwal	Mukherjee	Singh Baid	Ghosh	Khanijow	Sirajuddin
09.05.2024	o	o	o	o	o	o
02.07.2024	o	o	o	o	o	o
19.08.2024	o	o	©	o	o	o
27.08.2024	o	o	©	©	o	o
06.09.2024	o	o	o	©	o	o
14.09.2024	o	o	©	o	o	o
14.11.2024	o	o	©	o	o	G
13.03.2025	o	o	o	o	o	O
22.03.2025	o	o	o	o	o	O

b) Committees of the Board

The Board of Directors has constituted various committees in accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to ensure focused and
effective governance.

1) Audit Committee

As on 31st March, 2025, the Audit Committee comprised of following members :

NAME OF THE DIRECTOR	DESIGNATION	NATURE OF DIRECTORSHIP
Ms. Debbolina Ghosh	Chairperson	Independent Director
Ms. Shruti Khanijow	Member	Independent Director
Mr. Siddhant Singh Baid	Member	Executive Director
Mr. Abhyudaya Agarwal	Member	Executive Director
Mr. Mohd Sirajuddin	Member	Independent Director

The majority of the Members of the Committee are Independent Directors and possess accounting and financial
management knowledge. All the recommendations made by the Audit Committee are accepted and implemented by
the Board of Directors. The Company Secretary and Compliance Officer of the Company acts as the secretary of the
Committee.

The Committee held three meetings during the year under review. The details of the meetings and attendance are
provided below:

Abhyudaya Agarwal	Siddhant Singh Baid	Debbolina Ghosh	Shruti Khanijow	Mohd Sirajuddin
09.05.2024 O	o	o	o	©
14.11.2024 O	o	o	o	G
13.03.2025 O	©	©	©	©

2) Nomination and Remuneration Committee

As on 31st March, 2025, the Nomination & Remuneration Committee comprised following Members:

NAME OF THE DIRECTOR	DESIGNATION	NATURE OF DIRECTORSHIP
Ms. Shruti Khanijow	Chairperson	Independent Director
Ms. Debbolina Ghosh	Member	Independent Director
Mr. Mohammed Sirajuddin	Member	Independent Director
Mr. Abhyudaya Agarwal	Member	Executive Director (Chairperson of the Company)

The Company Secretary and Compliance Officer of the Company acts as the secretary of the Committee.

The Committee held one meeting during the year under review. The details of the meetings and attendance
are provided below:

Abhyudaya Agarwal		Debbolina Ghosh	Shruti Khanijow	Mohd Sirajuddin
13.03.2025	o	©	o	o

3) Stakeholders'' Relationship Committee

As on 31st March, 2025, the Stakeholder Relationship Committee comprised of following Members:

NAME OF THE DIRECTOR	DESIGNATION	NATURE OF DIRECTORSHIP
Ms. Debbolina Ghosh	Chairperson	Independent Director
Ms. Shruti Khanijow	Member	Independent Director
Mr. Siddhant Singh Baid	Member	Executive Director
Mr. Abhyudaya Agarwal	Member	Executive Director

The Company Secretary and Compliance Officer of the Company acts as the secretary of the Committee.
No meetings of the Committee were convened during the year under review.

4) Executive Committee

As on 31st March, 2025, the Executive Committee comprised the following Members:

NAME	DESIGNATION	NATURE OF DIRECTORSHIP
Mr. Ramanuj Mukherjee	Chairperson	Managing Director
Mr. Abhyudaya Agarwal	Member	Whole Time Director
Mr. Siddhant Singh Baid	Member	Executive Director

The Company Secretary and Compliance Officer of the Company acts as a secretary to the Executive Committee.

All minutes of the Executive Committee meetings held between two Board meetings are placed before the Board
at its next meeting.

The Committee held thirteen meetings during the year under review. The details of the meetings and attendance
are provided below:

	Abhyudaya Agarwal	Ramanuj Mukherjee	Siddhant Singh Baid
17.04.2024	o	o	©
06.06.2024	o	©	©
24.06.2024	o	o	©
13.09.2024	o	©	©
01.10.2024	o	©	©
23.10.2024	o	o	©
18.11.2024	o	©	o
25.11.2024	o	©	©
06.12.2024	©	©	o
07.01.2025	o	©	©
16.01.2025	o	©	©
23.01.2025	o	o	o
27.02.2025	o	o	o

c) Annual Evaluation of the Board

The Nomination and Remuneration Committee has laid down a formal framework for performance evaluation of
the individual Directors and the Board.

An evaluation of the Board performance was carried out by means of discussion among the members of the
Nomination and Remuneration Committee on the performance of the Board and the individual directors as well as
the quality of the information flow to the Board. Later on, the Nomination and Remuneration Committee has
adopted a more systematic framework involving the completion of detailed evaluation questionnaires.

d) Meeting of the Independent Directors:

During the year under review, the Independent Directors met on March 13, 2025 inter alia, to:

I. Review the performance of Non-Independent Directors and the Board of Directors as a whole;

II. Assess the quality, content and timeliness of flow of information between the Company management and the
Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this meeting. The observations made by the Independent Directors
have been adopted and implemented.

e) Declaration By Independent Directors

The Company has received declarations from all the Independent Directors of the Company in accordance with
the provisions of Section 149 (7) of the Companies act, 2013 regarding meeting the criteria of independence laid
down under Section 149 (6) of the Companies Act 2013 and the rules made thereunder.Independent Directors of
the Company have confirmed their enrollment in the data bank of Independent Directors maintained with the
Indian Institute of Corporate affairs.

f) Familiarization Programme For Independent Directors

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles,
rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company
etc. However, during the year under review, there was no change in the nature of business of the company and its
business vertical/ structure/operational strategy, etc., which would have necessitated a fresh Familiarization
Programme for Independent Directors.

16. Vigil Mechanism

The Directors have established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower
Policy, which is in compliance with the provisions of Section 177 of the Companies Act, 2013, read with rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations.

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

17. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received,
confirm that -

1.In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;

2. 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 2025 and of the profit of your Company for the year ended on that date;

3. 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;

4. The annual accounts have been prepared on a going concern basis;

5. Your company has laid down proper internal financial controls and that such internal financial controls are
adequate and were operating effectively;

6. 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.

18. Details of significant and material orders passed by a regulatory authority, court or tribunal

During the year no significant or material orders were issued against the Company by a regulatory authority or
court or tribunal that could affect the going concern status and company''s operation in future.

19. Management Discussion And Analysis

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, A review of operations, performance and future outlook of your Company and its businesses is
given in the Management Discussion and Analysis Report for the FY 2024-25, which forms part of this report.

20. Particulars of employees

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.

21. 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 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.

There are no qualifications, reservations or adverse remarks made by the M/s. K R A & Co., Statutory Auditors of
Company in their Audit Report for the year under review.

b. Secretarial Auditor

The Board of Directors at its meeting held on 29th August, 2025 have appointed Rawal & Co. (Practicing Company
Secretary) having Membership No. 43231 and Certificate of Practice No. 22687, to undertake Secretarial audit of
the Company for the Financial Year 2025-26.

Secretarial Audit Report:

The Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 for the Financial Year 2024-25, is
provided as Annexure-IV to this report and forms an integral part of the Annual Report.

There are no qualifications, reservations, or adverse remarks made by M/s. Rawal & Co., the Secretarial Auditor of
the Company, in their audit report for the year under review.

c. Internal Auditor

The Company appointed CA Sachin Jain as its Internal Auditor for the financial year 2024-25 in accordance with
Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014. Mr. Sachin
Jain resigned from the position with effect from the close of business hours on 30th November 2024 due to other
professional commitments.

Subsequently, the Board of Directors, at its meeting held on 13th March 2025, appointed Neeraj Bansal & Co.,
Chartered Accountants (Firm Registration No. 033654N), as the Internal Auditor of the Company for the financial
years 2024-25 and 2025-26, in accordance with Section 138 of the Companies Act, 2013, read with Rule 13 of the
Companies (Accounts) Rules, 2014.

22. Reporting of frauds by Statutory auditors

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.

23. Maintenance of cost records

The Company was not required to maintain cost records under Section 148 of the Companies Act, 2013.

24. Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company
i.e.: https://lawsikho.com/Investors.

25. Internal financial control systems and their adequacy

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.

26. Risk management policy

A Risk management policy is formulated by the Company in compliance with Regulation 21 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015 and Section 134 (3) (n) of the Companies Act 2013,
which requires the Company to lay down procedures for risk assessment and risk minimization. The Board, Audit
committee and the senior management of the company periodically review the policy and monitor its
implementation to ensure the optimization of business performance, to promote the confidence amongst
stakeholders in the process, plan and meet strategic objectives and evaluate, tackle, and resolve various risks
associated with the Company. The business of the Company is exposed to various risks, arising out of internal and
external factors i.e., industry, competition, input, geography, financial, regulatory, other operational, information
technology related other risks.

The Risk Management Policy of the Company is available at: https://lawsikho.com/Investors.

27. Various Policies of the Company

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are
available on Company''s website- https://lawsikho.com/Investors under the Tab named Policies. The policies are
reviewed periodically by the Board and updated based on need and requirements.

28. 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.

29. Particulars of contracts and arrangements with related parties

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.

There are no material or significant related party transactions entered into by the Company with its promoters,
directors, Key Managerial Personnel ("KMP”) or senior management personnel which may have a potential conflict
with the interest of the Company at large.

30. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134(3)(m) and Rule 8(3) of Companies (Accounts) Rules, 2014, the details of
energy conservation, technology absorption and foreign exchange earnings and outgo are as under:

Conservation of energy: Not Applicable

1. The steps taken or impact on conservation of energy: Not Applicable

2. The steps taken by Company for utilising alternate source of energy: Not Applicable

3. The capital investment on energy conservation equipment: Not Applicable

Technology Absorption: Not Applicable

1. The efforts made towards technology absorption: Not Applicable

2. The benefits derived like product improvement, cost reduction, product development or import substitution:
Not Applicable

3.In case of imported technology(imported during the last three years reckoned from the beginning of the
Financial Year): Not Applicable

4.The expenditure incurred on research and development: Not Applicable
Foreign Exchange earnings and outgo:

PARTICULARS	STANDALONE		CONSOLIDATED
	2025	2024	2025	2024
Foreign exchange earning	-	30.10	-	34.07
Foreign exchange outgo	48.92	-	-	-

31. Prevention of sexual harassment at workplace

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
workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the POSH Act. The names of members of the Internal
Complaints Committee can be found here: https://lawsikho.com/posh-complaint-committee

The following is a summary of sexual harassment complaints received and disposed of during the year:

a. No. of complaints received : Nil

b. No. of complaints disposed of: Not Applicable

c. No. of complaints pending : Nil

32. Compliance with Maternity Benefit Regulations

Pursuant to Section 134 read with Rule 8(5)(xiii) of Companies (Account) Rules, 2014, the Company declares and
affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible women employees during the year.

33. Corporate Governance

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (''LODR)'' are not applicable to the Company pursuant to Regulation
15(2) of the LODR as the Company is listed on the SME Exchange.

34. Corporate Social Responsibility

The CSR Policy of the company as approved by the Board of Directors is available on the website of the company
at the following web address: https://lawsikho.com/Investors

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount required
to be spent by the company on CSR activities for the financial year 2024-25 does not exceed Rs.50,00,000
(Rupees Fifty lakhs).

35. Details of Applications Made Or Any Proceeding Pending Under The Insolvency And Bankruptcy Code
2016:

No application is made during the Financial Year 2024-25 by or against the Company and there are no
proceedings pending under the Insolvency and Bankruptcy Code 2016.

36. Details of Differences Between Amount of the Valuation Done at the time of One Time Settlement and the
Valuation Done while taking Loan From The Banks or Financial Institutions along with the reasons Thereof

Your company has not made any one time settlement with any of its lenders.

37. Dematerialization of Shares

As on 31st March, 2025 there were 1,59,09,732 Equity Shares dematerialized through depositories viz. National
Securities Depository Limited and Central Depository Services (India) Limited, which represents about 100% of the
total issued, subscribed and paid-up capital of the Company.The ISIN allocated to the Company is INE0RDH01021.

38. Compliance with the secretarial standards

The Company is in compliance with the applicable standards issued by the Institute of Company Secretaries of
India.

39. Material changes and commitment affecting financial position of the Company from the end of the financial
year till the date of the report

The Board of Directors of the Company had approved a preferential issue of warrants convertible into 19,00,000
equity shares of the Company. The said preferential issue was placed before the members for approval at the
Extra-Ordinary General Meeting scheduled on 18th September, 2024.

Subsequently, the Company decided to withdraw its application for the preferential issue of warrants. The
decision to withdraw the Preferential Issue was primarily driven by market volatility and a decline in the market
price of our shares. The prevailing market conditions, marked by increased volatility and fluctuating stock prices,
have negatively impacted investor sentiment. This, coupled with declining share prices, has made it challenging
for potential investors to justify engaging in new issuances. Investor caution, due to ongoing economic
uncertainties, has led to a diminished appetite for new investments, thereby affecting interest in the preferential
allotment.

Except for the above, 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.

40. Acknowledgements

The Directors take this opportunity to place on record their sincere appreciation for the support received during
the year from the investors, the learners who trusted the Company with their careers and the employees who put
in significant efforts to ensure the 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.

We look forward to your continued support in achieving the formidable goals that the Company seeks to achieve
in the current financial year.

For and behalf of the Board

For Addictive Learning Technology Limited

(Formerly Addictive Learning Technology Private Limited)

sd/- sd/-

Ramanuj Mukherjee Abhyudaya Agarwal

Managing Director Whole Time Director

DIN: 05017261 DIN: 05016416

Date: 29th August, 2025
Place: Gurugram

1

Arizona University of Management and Technology Inc., was incorporated in Arizona, USA, on 24th July 2025.

---

Mar 31, 2024

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.

1. Financial summary/ highlights of the Company:

Financial results of the Company for the financial year ended 31st March, 2024 are summarised below:

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	2024	2023	2024
Total income	6395.91	3354.47	6583.55
Total expenses	5416.80	3029.50	5536.66
Profit before tax	979.11	324.98	1046.89
Less:
Current tax	259.01	84.67	259.01
Deferred tax	66.88	(6.79)	66.88
Profit/ (loss) for the year	653.22	247.10	721.00
Earning per equity share:
Basic	5.39	2.25	5.95
Diluted	5.39	2.23	5.95

2. Financial performance of the Company:

The Company nearly doubled its revenue on a standalone as well as consolidated basis in the wake of scaling up its offerings under the brand ‘Skill Arbitrage’, strong results from its Test Prep vertical and maintaining a tight control on the costs, among other things.

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.

• Profit After Tax ("PAT”) increased from Rs. 247.10 lakhs in the financial year 2022-23 to Rs. 653.22 lakhs in the financial year 2023-24.

Consolidated performance:

The Company acquired Dataisgood Edutech Private Limited by a Share Purchase and Shareholders Agreement dated 26th August 2023. Prior to this date, the Company did not have any subsidiary entities and therefore there are no consolidated financial statements available for the year 2022-23. With this acquisition, the Company also acquired Dataisgood LLC, a subsidiary entity of Dataisgood Edutech Private Limited.

• Total revenue (including other income) on a consolidated basis amounted to Rs. 6583.55 lakhs in the financial year 2023-24.

• Profit After Tax on a consolidated basis amounted to Rs. 721 lakhs in the financial year 2023-24.

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.

5. Material changes and commitment affecting financial position of the Company from the end of the financial year till the date of the report

The Board of Directors of the Company have approved a preferential issue of warrants granting rights to 19,00,000 equity shares of the Company. The approval of the preferential issue shall be placed before the members at the ensuing Extra Ordinary General Meeting scheduled to be held on 18th September, 2024 for approval.

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.

6. Changes in nature of business, if any

There has been no change in the nature of business of the Company in the year under review.

7. Listing of shares by way of Initial Public Offer (IPO) on NSE Emerge Platform

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:

Authorised equity share capital:

a. On 19th September, 2023 the equity share capital of the Company was consolidated. The face value per equity share was changed from Re.1/- each to Rs.10/- each. The authorised equity share capital then stood at Rs. 10,000/- (comprising 1,000 equity shares of Rs. 10/-each.)

b. On 22nd September, 2023 the authorised share capital of the Company was increased by Rs. 17,99,00,000/- (comprising 1,79,90,000 equity shares of Rs. 10/- each) thereby aggregating to Rs. 18,00,00,000/- (comprising 1,80,00,000 equity shares of Rs. 10/-each.)

Issued, subscribed and paid-up equity capital:

a. On 19th September, 2023 the equity share capital of the Company was consolidated. The face value per equity share was changed from Re.1/- each to Rs.10/- each. The paid-up equity share capital then stood at Rs. 10,000/- (comprising 1,000 equity shares of Rs. 10/-each.)

b. On 23rd September, 2023 50,00,000 equity shares were issued by way of bonus shares. The equity share capital of the Company after the bonus issue stood at Rs. 5,00,10,000/- (comprising 50,01,000 equity shares of Rs. 10/- each)

c. On 7th October, 2023, 4,38,213 equity shares were issued by way of private placement. The equity share capital of the Company then became Rs. 5,43,92,130/- (comprising 54,39,213 equity shares of Rs. 10/- each.)

d. On 16th October, 2023, 1,00,000 Optionally Convertible Preference Shares (OCPS) were converted into 6,250 equity shares of the Company, thereby increasing the equity share capital to Rs. 5,44,54,630/- (comprising 54,45,463 equity shares of Rs. 10/- each.)

e. On 20th October, 2023, 59,90,009 equity shares were issued by way of bonus shares. The equity capital of the Company after the bonus issue stood at Rs.1,14,35,472 /- (comprising 11,43,54,720 equity shares of Rs. 10/- each.)

f. On 25th October, 2023, the Company issued 3,37,260 equity shares to Ankit Maheshwari as consideration for the acquisition of

Dataisgood Edutech Private Limited after which the equity share capital of the Company was Rs. 11,77,27,320/- (comprising 1,17,72,732 equity shares of Rs. 10/- each)

g. On 25th January, 2024 the Company came out with an Initial Public Offer (IPO) of 41,37,000 equity shares having face value of Rs. 10/-after which the total paid up equity capital of the Company stood at Rs. 15,90,97,320/- (comprising 1,59,09,732 equity shares of Rs. 10/-each.)

Authorised preference share capital:

The Company had authorised preference share capital of Rs.10,25,000/-(comprising 1,02,500 preference shares of Rs. 10/- each) at the beginning of the year. There were no changes in the authorised preference share capital during the year.

Issued, subscribed and paid-up preference share capital:

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.

9. Dematerialisation of Equity Shares

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.

11. Public deposit

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 details relating to deposits as required under Chapter V of the Companies Act, 2013 are as under:

(a) accepted during the year: Nil

(b) remained unpaid or unclaimed as at the end of the year: Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Not Applicable

(i) at the beginning of the year: Nil

(ii) maximum during the year: Not Applicable

(iii) at the end of the year: Nil

(iv) the details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

12. Subsidiary Company/ Associate Company/ Joint Venture

The Company has the following subsidiary Companies and group Companies, as on date of this Report:

Sr. No.	Name of Company/ LLP	Reason for classification under “group Companies”
1	Dataisgood Edutech Private Limited	Wholly owned subsidiary Company (WOS)
2	Incredible Access Web Services Private Limited	Common directors
3	Intelligent Risk Management Solutions LLP	Common directors (partners in case of LLP)
4	Skill Arbitrage Technology Inc.(Delaware, United States)	Common directors
5	Dataisgood LLC (Wyoming, United States)	Subsidiary Company (WOS is the single-member)
7	Dataisgood Limited (U.K.)*	Subsidiary Company

*Dataisgood Limited was incorporated in the United Kingdom (U.K.) on 20th February, 2024.

The Company acquired shares of Dataisgood Edutech Private Limited, thereby making it a Wholly owned subsidiary Company of the Company during the year under review. The details of the subsidiaries are attached with this Report in Annexure I.

13. Particulars of contracts and arrangements with related parties

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.

There are no material or significant related party transactions entered into by the Company with its promoters, directors, Key Managerial Personnel (“KMP”) or senior management personnel which may have a potential conflict with the interest of the Company at large.

14. Directors and Key Managerial Personnel

The directors and KMP of the Company as on 31st March, 2024 are as follows:

Sr. No.	Name	Designation	DIN/ PAN
1	Mr. Abhyudaya Agarwal	Whole Time Director	05016416
2	Mr. Ramanuj Mukherjee	Managing Director	05017261
3	Mr. Siddhant Singh Baid*	Executive Director	07809583
4	Ms. Shruti Khanijow*	Independent Director	10351347
5	Mr. Mohd Sirajjudin*	Independent Director	07061023
6	Ms. Debbolina Ghosh*	Independent Director	10246698
7	Mr. Siddhant Singh Baid*	Chief Financial Officer	AICPB2918A
8	Ms. Komal Shah*	Company Secretary/Compliance Officer	ACCPP5343H

*The following appointments were made during the year under review:

• Shruti Khanijow was appointed as an Independent Director w.e.f. 13th October, 2023.

• Mohd Sirajuddin was appointed as an Independent Director w.e.f. 13th October, 2023.

• Debbolina Ghosh was appointed as an Independent Director w.e.f. 19th September, 2023.

• Siddhant Singh Baid was appointed as Chief Financial Officer w.e.f. 11th October, 2023.

• Komal Shah was appointed as Company Secretary w.e.f. 11th October, 2023.

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.

A brief resume of the director seeking reappointment consisting nature of expertise in specific functional areas and name of Companies in which he holds directorship and/or membership/chairmanships of the committees of the respective Boards, Shareholding and relationship between Directors inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 are given in relevant section of the notice of AGM forming part of the Annual Report.

Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:

The Company has duly complied with the definition of ''Independence'' in according to the provisions of Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of Independent Directors to the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submit the declaration regarding the status of holding other directorships and memberships as provided under law. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

Opinion of the Board with regard to integrity, expertise and experience of the independent directors appointed during the year:

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.

15. Committees of the Board

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. Executive Committee

b. Initial Public Offer (IPO) Committee

The composition of each committee is mentioned below:

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 revised composition of the Audit Committee is as follows:

Name of the Director	Designation	Nature of directorship
Ms. Debbolina Ghosh	Chairperson	Independent Director
Ms. Shruti Khanijow	Member	Independent Director
Mr. Siddhant Singh Baid	Member	Executive Director
Mr. Abhyudaya Agarwal	Member	Executive Director
Mr. Mohd Sirajuddin	Member	Independent Director

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

b. Nomination and Remuneration Committee

The Board re-constituted the Nomination and Remuneration Committee and revised the charter in accordance with Section 177 of the Companies Act, 2013, in its meeting held on 2nd July, 2024.

The revised composition of the Nomination and Remuneration Committee is as follows:

Name of the Director	Designation	Nature of directorship
Ms. Shruti Khanijow	Chairperson	Independent Director
Ms. Debbolina Ghosh	Member	Independent Director
Mr. Mohammed Sirajuddin	Member	Independent Director

Mr. Abhyudaya Agarwal	Member	Executive Director
		(Chairperson of the Company)

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Committee.

No Nomination and Remuneration Committee meetings were held from 18th October 2023, the date of its constitution until 31st March 2024.

The revised charter of the Nomination and Remuneration Committee is available on the website of the Company at: https://lawsikho.com/Investors

c. Stakeholders’ Relationship Committee

The Board re-constituted the Stakeholders’ Relationship Committee and revised the charter in accordance with Section 177 of the Companies Act, 2013, in its meeting held on 2nd July, 2024.

The revised composition and charter of the Stakeholders’ Relationship Committee is as follows:

Name of the Director	Designation	Nature of directorship
Ms. Debbolina Ghosh	Chairperson	Independent Director
Ms. Shruti Khanijow	Member	Independent Director
Mr. Siddhant Singh Baid	Member	Executive Director
Mr. Abhyudaya Agarwal	Member	Executive Director

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Committee.

No Stakeholders Relationship Committee meetings were held from 18th October 2023, the date of its constitution until 31st March 2024.

The revised charter of the Stakeholders Relationship Committee is available on the website of the Company at: https://lawsikho.com/Investors

d. Executive Committee

The Board constituted the Executive Committee by a resolution by circulation passed on 15 December 2023, to deal with day-to-day operations of the Company such as opening and closing bank accounts, communicating with authorities on day-to-day matters, signatures on contracts relating to day-to-day matters etc.

The composition of the Executive Committee is as follows:
Name	Designation	Nature of directorship
Mr. Ramanuj Mukherjee	Chairperson	Managing Director
Mr. Abhyudaya Agarwal	Member	Whole Time Director
Mr. Siddhant Singh Baid	Member	Executive Director

The Company Secretary and Compliance Officer of the Company acts as a secretary to the Executive Committee.

All minutes of the Executive Committee meetings held between two Board meetings are placed before the Board at its next meeting.

e. Initial Public Offer (IPO) Committee

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 composition of the Initial Public Offer Committee is as follows:

Name	Designation	Nature of directorship
Mr. Ramanuj Mukherjee	Chairperson	Managing Director
Mr. Abhyudaya Agarwal	Member	Whole Time Director
Mr. Siddhant Singh Baid	Member	Executive Director

The Company Secretary of the Company acts as a secretary to the Committee.

The charter of the Initial Public Offer Committee is available on the website of the Company at: https://lawsikho.com/Investors

16. Board meetings held during the year

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,

25.10.2023, 31.10.2023, 08.01.2024, 09.01.2024, 25.01.2024, 30.01.2024 and

07.02.2024.

17. Annual Evaluation of the Board

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.

18. Directors’ Responsibility Statement

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.

19. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Pursuant to the provisions of Section 134(3)(m) and Rule 8(3) of Companies (Accounts) Rules, 2014, the details of energy conservation, technology absorption and foreign exchange earnings and outgo are as under:

Conservation of energy: Not Applicable

a. The steps taken or impact on conservation of energy: Not Applicable

b. The steps taken by Company for utilising alternate source of energy: Not Applicable

c. The capital investment on energy conservation equipment: Not Applicable

Technology Absorption: Not Applicable

a. The efforts made towards technology absorption: Not Applicable

b. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

c. In case of imported technology(imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable

d. The expenditure incurred on research and development: Not Applicable

The details of technology	Not Applicable
The year of Import
Whether the technology has been fully absorbed
If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

Foreign Exchange earnings and outgo: (Amount in Rupees lakhs)
Particulars	Standalone		Consolidated
	2024	2023	2024
Foreign exchange earning	30.10	18.17	34.07*
Foreign exchange outgo	-	-	-
*Includes exports and foreign exchange gains

20. Extract of Annual Return

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Board’s Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Board’s report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.

The Annual return will be placed on the website of the company at the following link: https://lawsikho.com/Investors.

21. Corporate Governance

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,

D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s Report.

22. Compliance with the secretarial standards

The Company is in compliance with the applicable standards issued by the Institute of Company Secretaries of India.

23. Internal financial control systems and their adequacy

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.

24. Particulars of employees

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.

25. Risk management policy

Risk management policy is formulated in compliance with Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and section 134 (3) (n) of the Companies Act 2013, which requires the Company to lay down procedures for risk assessment and risk minimization. The Board, Audit committee and the senior management of the company periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle, and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e., industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

The Risk Management Policy of the Company is available at: https://lawsikho.com/Investors.

26. Maintenance of cost records

The Company was not required to maintain cost records under section 148 of the Companies Act, 2013.

27. Management Discussion And Analysis

A review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis Report for the FY 2023-24, which forms part of this report.

28. Auditorsa. 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.

There are no qualifications, reservations or adverse remarks made by the M/s. K R A & Co., Statutory Auditors of Company in their Audit Report for the year under review.

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.

There are no qualifications, reservations or adverse remarks made by the Rawal & Co., Secretarial Auditor of Company in their Audit Report for the year under review which is attached as Annexure-III to this report.

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.

29. Reporting of frauds by Statutory auditors

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.

31. Vigil Mechanism

The Directors have established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy, which is in compliance of the provisions of Section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations.

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

32. Code of Conduct

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.

33. Prevention of Insider Trading

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

34. Prevention of sexual harassment at workplace

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 workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act. The names of members of the Internal Complaints Committee can be found here: https://lawsikho.com/posh-complaint-committee

During the year under review, the company has received no complaints on sexual harassment.

35. Website

The Company’s website is www.lawsikho.com. The website contains the basic information about the Company - details of its business, financial information, shareholding pattern, contact information of the designated official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

36. Policy on directors’ appointment and remuneration and other details

A policy for appointment and remuneration of Directors, was approved by the Board as required under Section 178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims to provide the criteria for eligibility to be appointed on the board, the remuneration mechanism and a mechanism for evaluation of the performance. The policy is available at: https://lawsikho.com/Investors.

37. Proceedings under Insolvency and Bankruptcy Code (IBC)

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.

38. Details of one-time settlement

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

39. Corporate Social Responsibility

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

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount required to be spent by the company on CSR activities for the financial year 2023-24 does not exceed Rs.50,00,000 (Rupees Fifty lakhs).

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.

We look forward to your continued support in achieving the formidable goals that the Company seeks to achieve in the current financial year.