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Aptech Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2017

Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2017

1. The above results have been reviewed by the Audit Committee of the Board and adopted at the meeting of the Board of Directors held on May 24, 2017. The Statutory Auditors of the Company have carried out a Audit of Standalone financial results of the Company for the quarter & Year ended March 31, 2017 and are published in accordance with Regulation 33 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and the related report will be submitted to the concerned Stock exchanges.

2. Accounting policies and practices which are material in determining the results of operations for the period are consistent with those adopted in the audited financial statements for the year ended March 31, 2016.

3. The company has made an application for approval to the Central Government for waiver of excess remuneration paid to Managing Director & Whole time Director for the financial year 2014-15 and 2015-16 which is pending approval.

4. Figures for the quarter ended March 31,2017 are the balancing figures between Audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the current financial year

5. The figures for the previous quarters / Year have been regrouped / reclassified wherever considered necessary to correspond with current quarter/Year presentation.

6. In accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 ('SEBI Regulations'), approval of shareholders of the Company was obtained at the Annual General Meeting held on 27th September 2016 to create, offer and grant upto 4432620 options under Aptech ESOP 2016 scheme to the employees of the Company and its subsidiaries. These options will vest in 3rd, 4th and 5th year based on the tenure of eligible employees and performance criteria. Based on valuation report of an Independent valuer the Fair value of ESOP is determined and a sum of Rs. 310 lakhs for the Quarter and Rs. 548 lakhs for the Year ended March’2017 has been provided for.

7. The Board of Directors have recommended a Interim dividend of Rs.3 per equity share (30 % on Face value of Rs.10/- each) for the financial year 2016-17 , at the meeting of the Board of Directors held on May 24, 2017.

Anil Pant
Managing Director & CEO