Addictive Learning Technology Ltd

TO THE MEMBERS,

ADDICTIVE LEARNING TECHNOLOGY LIMITED

(previously known as "Addictive Learning Technology Private Limited")

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.

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 202425.

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:

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.

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

6. Utilization of IPO Proceeds

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:

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.

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.

Attendance of the directors in the board meetings was as under:

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 :

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:

2) Nomination and Remuneration Committee

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

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:

3) Stakeholders' Relationship Committee

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

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:

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:

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.

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:

(Amount in Rupees lakhs

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).

The CSR Annual Report for the financial year 2024-25 has been annexed to this report as Annexure IN.

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.