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Aptech Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2021

Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2021

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

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

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

For Table, kindly refer Corporate Announcements on www.bseindia.com.

3. Due to lockdown, as a consequent to COVID-19 pandemic, operations of the Company and its revenue from Retail and Institutional - Discontinued operations, for the quarter and year ended March 31, 2021, have been partially impacted. Various initiatives, online and offline, and action taken by the Company has led to a gradual increase in the operations. The Company has considered the possible effects in preparation of the financial results, including its assessment of going concern assumption and on the recoverability of carrying amounts of its assets. The impact of second wave of COVID-19 on the Company's financial results may differ from that estimated as at the date of approval of these financial results, and the Company will continue to closely monitor any material changes to future economic conditions.

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

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

5. The Company through its wholly-owned step-down foreign subsidiary, namely, Aptech Investment Enhancer Limited had invested an amount of Rs. 10,813.21 Lakhs in equity instruments of BJBC- China . In the absence of availability of financial statements of BJBC-China as also considering improper corporate governance, possible gross breaches of fiduciary duties with respect to the management of its key assets, and notably a significant reduction in the cash balance, lack of transparency and non-cooperation with officers of the Court (Inspectors) and the Court, etc., AIEL has been legally advised that its investments in BJBC-China is fully impaired. In the light of the legal advice and in the absence of availability of any estimate of fair value, the management of AIEL, considering the conditions of uncertainty and having regard to the principle of prudence, has recognised the provision for diminution in the value of investments as impairment to the extent of carrying value of investments in BJBC-China of Rs.10,813.21 Lakhs for the year ended March 31, 2021. Consequently, the wholly owned subsidiary, namely, Aptech Venture Limited has recognised the provision for diminution in the value of investments as impairment to the extent of the carrying value of its investments in AIEL of Rs. 2,135.73 Lakhs for the year ended March 31, 2021. Accordingly, the management of the Company has also recognised the provision for diminution in the value of investments as impairment to the extent of the carrying value of its investments in AVL of Rs. 2,135.66 Lakhs for the year ended March 31, 2021.

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

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

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

Anil Pant
Managing Director & CEO