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Zee Learn Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 198.92 Cr. P/BV 0.00 Book Value (Rs.) 0.42
52 Week High/Low (Rs.) 10/3 FV/ML 1/1 P/E(X) 0.00
Bookclosure 27/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2023-03 

n Provisions, contingent liabilities and contingent assets

The Company recognizes provisions when a present
obligation (legal or constructive) as a result of a
past event exists and it is probable that an outflow
of resources embodying economic benefits will be
required to settle such obligation and the amount
of such obligation can be reliably estimated.
A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation
that may, but probably will not require an outflow of
resources embodying economic benefits or the amount
of such obligation cannot be measured reliably. When
there is a possible obligation or a present obligation
in respect of which likelihood of outflow of resources
embodying economic benefits is remote, no provision
or disclosure is made.

Contingent assets are not recognised in the standalone
financial statements, however they are disclosed
where the inflow of economic benefits is probable.
When the realisation of income is virtually certain, then
the related asset is no longer a contingent asset and is
recognised as an asset.

o Revenue recognition

A. Revenue from contract with customers

Revenue from contract with customers is
recognised when control of the goods or services
is transferred to the customer at an amount that
reflects the consideration to which the Company
expects to be entitled in exchange for those
goods or services. When the Company acts in the
capacity of an agent rather than as the principal
in a transaction, the revenue recognised is the net
amount of commission earned by the Company.

(i) Sales - Educational goods and equipments /content
is recognised upfront at the point in time when
the goods/ equipments/ content is delivered to
the customer via online/offline delivery, wherever
applicable, while the Company retains neither
managerial involvement nor the effective control.

(ii) Services

a) Course fees and Royalty income is recognized
over the duration of the course and as per
agreed terms.

b) Franchise fees is recognized as per the agreed
terms of the agreement.

c) Revenue from other services is recognised
as and when such services are completed/
performed.

(iii) Interest income from financial asset is recognised
when it is probable that the economic benefits
will flow to the Company and the amount of
income can be measured reliably. Interest income
is accrued on a time basis, by reference to the
principal outstanding and at the effective interest
rate applicable, which is the rate that exactly
discounts estimated future cash receipts through
the expected life of the financial asset to that
asset's net carrying amount on initial recognition.

(iv) Dividend income is recognised when the Company's
right to receive dividend is established.

(v) Other income including financial guarantee
commission and premium on redeemable
preference shares is recognised as per terms of
agreement.

B. Arrangements with Multiple Performance
Obligations

The Company's contracts with customers may
include multiple performance obligations. For such
arrangements, the Company allocates revenue
to each performance obligation based on its
relative standalone selling price, which is generally
determined based on the price charged to customers.

C. Contract balances
Contract assets

Contract assets relate primarily to the Company's
rights to consideration for work completed but
not billed at each reporting date. Contract assets

are transferred to receivables when the rights
become unconditional. This usually occurs when
the Company issues an invoice to a customer.

Contract liablities

Contract liabilities primarily relate to consideration
received in advance from customers, for which the
performance obligation is yet to be satisfied.

Trade receiva bl es

A receivable represents the Companie's right to an
amount of consideration under the contract with a
customer that is unconditional and relizable on the
due date.

D. Variable consideration

If the consideration promised in a contract includes
a variable amount, the Company estimates the
amount of consideration to which the Company
will be entitled in exchange for transferring the
promised goods or services to the customer. Where
customers are provided with discounts, rebates
etc, such discounts and rebates will give rise to
variable consideration. The Company follows the
'most likely amount' method in estimating the
amount of variable consideration.

p Retirement and other employee benefits

(i) Short-term benefits

Short-term employee benefits are recognized as
an expense at the undiscounted amount in the
standalone statement of profit and loss for the
year in which the related services are rendered.
Expenses on non-accumulating compensated
absences is recognised in the period in which the
absences occur.

(ii) Defined benefit plans

a) Post-employment and other long-term
employee benefits are recognized as an
expense in the standalone statement of profit
and loss for the year in which the employee
has rendered services. The expense is
recognized at the present value of the amount
payable determined using actuarial valuation
techniques.

b) Re-measurement of the net defined benefit
liability, which comprises of actuarial gains and
losses, the return on plan assets (excluding

interest) and the effect of the asset ceiling
(if any, excluding interest) are recognised in
other comprehensive income in the period in
which they occur.

(iii) Defined contribution plans

Payments to defined contribution retirement
benefit schemes are charged to the standalone
statement of profit and loss of the year when
the contribution to the respective funds are due.
There are no other obligations other than the
contribution payable to the fund.

(iv) Leave entitlement and compensated absences

Accumulated leave which is expected to be utilised
within next twelve months, is treated as short-term
employee benefit. Leave entitlement, other than
short term compensated absences, are provided
based on a actuarial valuation, similar to that of
gratuity benefit. Re-measurement, comprising
of actuarial gains and losses, in respect of leave
entitlement are recognised in the standalone
statement of profit and loss in the period in which
they occur.

q Transactions in foreign currency

(i) The functional currency of the Company is Indian
Rupees (" H ").

Foreign currency transactions are accounted at
the exchange rate prevailing on the date of such
transactions.

(ii) Foreign currency monetary items are translated
using the exchange rate prevailing at the reporting
date. Exchange differences arising on settlement
of monetary items or on reporting such monetary
items at rates different from those at which they
were initially recorded during the period, or
reported in previous financial statements are
recognised as income or as expenses in the period
in which they arise.

(iii) Non-monetary foreign currency items are carried
at historical cost and translated at the exchange
rate prevalent at the date of the transaction.

r Income taxes

Tax expense comprises of current and deferred tax.

(i) Current tax

Current tax is the amount of income taxes payable
in respect of taxable profit for a period. Current tax
for current and prior periods is recognized at the
amount expected to be paid to or recovered from
the tax authorities, using the tax rates and tax laws
that have been enacted or substantively enacted at
the balance sheet date. Management periodically
evaluates positions taken in the tax returns with
respect to situations in which applicable tax
regulations are subject to interpretation and
establishes provisions where appropriate.

(ii) Deferred tax

Deferred tax is provided in full, using the balance
sheet approach, on temporary differences arising
between the tax bases of assets and liabilities and
their carrying amounts in the financial statements.
However, deferred tax liabilities are not recognised
if they arise from the initial recognition of goodwill.
Deferred tax is also not accounted for if it arises
from initial recognition of an asset or liability in a
transaction other than a business combination
that at the time of the transaction affects neither
accounting profit nor taxable profit (tax loss).
Deferred tax is determined using tax rates (and
laws) that have been enacted or substantively
enacted by the end of the reporting period and are
expected to apply when the related deferred tax
asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised for all deductible
temporary differences and unused tax losses only
if it is probable that future taxable amounts will
be available to utilise those temporary differences
and losses.

Deferred tax assets and liabilities are offset when
there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred
tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.

Presentation of current and deferred tax

Current and deferred tax are recognized as income
or an expense in the standalone statement of profit
and loss, except to the extent they relate to items
recognized in other comprehensive income, in which
case, the current and deferred tax income / expense
are recognised in other comprehensive income.

s Impairment of non-financial assets

The carrying amounts of non financial assets are reviewed
at each balance sheet date if there is any indication
of impairment based on internal/external factors. An
asset is treated as impaired when the carrying amount
exceeds its recoverable value. The recoverable amount
is the greater of an asset's or cash generating unit's,
net selling price and value in use. In assessing value in
use, the estimated future cash flows are discounted
to the present value using a pre-tax discount rate that
reflects current market assessment of the time value of
money and risks specific to the assets. An impairment
loss is charged to the standalone statement of profit
and loss in the year in which an asset is identified as
impaired. After impairment, depreciation is provided
on the revised carrying amount of the asset over its
remaining useful life. The impairment loss recognized
in prior accounting periods is reversed by crediting the
standalone statement of profit and loss if there has been
a change in the estimate of recoverable amount.

t Earnings per share

Basic earnings per share is computed and disclosed
using the weighted average number of equity shares
outstanding during the period. Dilutive earnings per
share is computed and disclosed using the weighted
average number of equity and dilutive equity equivalent
shares outstanding during the period, except when the
results would be anti-dilutive.

u Share based payments

Equity settled share based compensation benefits are
provided to employees under the various Employee
Stock Option Schemes.The fair value of options granted
under the Employee Stock Option Scheme is recognised
as an employee benefits expense with a corresponding
increase in equity as "Share options outstanding account".
The total amount to be recognised is determined by
reference to the fair value of the options granted:

• including any market performance conditions (e.g.,
the entity's share price)

• excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability,
sales growth targets and remaining an employee
of the entity over a specified time period), and

• including the impact of any non-vesting conditions
(e.g. the requirement for employees holdings
shares for a specific period of time).

The total expenses are amortised over the vesting
period, which is the period over which all of the
specified vesting conditions are to be satisfied.
At the end of each period, the entity revises its estimates
of the number of options that are expected to vest
based on the service and non-market performance
vesting conditions. It recognises the impact of the
revision to original estimates, if any, in the standalone
statement of profit and loss, with a corresponding
adjustment to equity. In case vested options forfeited
or expires unexercised, the related balance standing to
the credit of the "Share options outstanding account" is
transferred to "Retained earnings".

v Business combinations

Business combinations have been accounted for using
the acquisition method under the provisions of Ind AS
103, Business Combinations.

The cost of an acquisition is measured at the fair value
of the assets transferred, equity instruments issued and
liabilities incurred or assumed at the date of acquisition,
which is the date on which control is transferred to the
Company. The cost of acquisition also includes the
fair value of any contingent consideration. Identifiable
assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured
initially at their fair value on the date of acquisition.

Business combinations between entities under common
control is accounted for at carrying value. Transaction
costs that the Company incurs in connection with
a business combination such as finder's fees, legal
fees, due diligence fees, and other professional and
consulting fees are expensed as incurred.

w Dividend

Provision is made for the amount of any dividend
declared on or before the end of the reporting period
but remaining undistributed at the end of the reporting
period, where the same has been appropriately
authorised and is no longer at the discretion of the
entity.

x Contributed equity

Equity shares are classified as equity. Incremental
costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax,
from the proceeds.

y Exceptional items

Certain occasions, the size, type, or incidences of the
item of income or expenses pertaining to the ordinary
activities of the Company is such that its disclosure
improves the understanding of the performance of
the Company, such income or expenses is classified as
an exceptional item and accordingly, disclosed in the
standalone financial statements.

2 B Critical accounting judgment and
estimates

The preparation of standalone financial statements
requires management to exercise judgment in applying
the Company's accounting policies. It also requires
the use of estimates and assumptions that affect the
reported amounts of assets, liabilities, income and
expenses and the accompanying disclosures including
disclosure of contingent liabilities. Actual results may
differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis, with
revisions recognised in the period in which the estimates
are revised and in any future periods affected.

a Contingencies

In the normal course of business, contingent liabilities
may arise from litigation and other claims against the
Company. Potential liabilities that have a low probability
of crystallising or are very difficult to quantify reliably,
are treated as contingent liabilities. Such liabilities
are disclosed in the notes but are not provided for in
the standalone financial statements. There can be no
assurance regarding the final outcome of these legal
proceedings.

b Useful lives and residual values

The Company reviews the useful lives and residual
values of property, plant and equipment, right of use
assets and intangible assets at each financial year end.

c Impairment testing

i Impairment of financial assets

The impairment provisions for financial assets
disclosed are based on assumptions about risk
of default and expected loss rates. The Company

uses judgement in making these assumptions and
selecting the inputs to the impairment calculation,
based on the Company's past history, existing
market conditions as well as forward looking
estimates at the end of each reporting period.

ii Impairment of non-financial assets

Impairment exists when the carrying value of an
asset or cash generating unit (CGU) exceeds its
recoverable amount, which is the higher of its fair
value less costs of disposal and its value in use.
The fair value less costs of disposal calculation
is based on available data from binding sales
transactions, conducted at arm's length, for
similar assets or observable market prices less
incremental costs for disposing of the asset. The
value in use calculation is based on a DCF model.
The cash flows are derived from the budget for
the future years and do not include restructuring
activities that the Company is not yet committed
to or significant future investments that will
enhance the asset's performance of the CGU being
tested. The recoverable amount is sensitive to the
discount rate used for the DCF model as well as the
expected future cash-inflows and the growth rate.

d Income Taxes

i The Company's tax charge is the sum of the total
current and deferred tax charges. The calculation
of the Company's total tax charge necessarily
involves a degree of estimation and judgment
in respect of certain items whose tax treatment
cannot be finally determined until resolution has
been reached with the relevant tax authority or, as
appropriate, through a formal legal process.

ii Accruals for tax contingencies require management
to make judgments and estimates in relation to tax
related issues and exposures.

iii The recognition of deferred tax assets is based
upon whether it is more likely than not that
sufficient and suitable taxable profits will be
available in the future against which the reversal
of temporary differences can be deducted. Where
the temporary differences are related to losses, the
availability of the losses to offset against forecast
taxable profits is also considered. Recognition
therefore involves judgment regarding the future
financial performance of the particular legal entity
or tax Company in which the deferred tax asset has
been recognized.

e Defined benefit obligation

The costs of providing pensions and other post¬
employment benefits are charged to the standalone
statement of profit and loss in accordance with Ind AS
19 'Employee benefits' over the period during which
benefit is derived from the employees' services. The
costs are assessed on the basis of assumptions selected
by the management. These assumptions include salary
escalation rate, discount rates, expected rate of return
on assets and mortality rates. The same is disclosed in
Note 48-, 'Employee benefits'.

f Fair value of financial instruments

The fair value of financial instruments that are not
traded in an active market is determined using valuation
techniques. In applying the valuation techniques,
management makes maximum use of market inputs
and uses estimates and assumptions that are, as far as
possible, consistent with observable data that market
participants would use in pricing the instrument. Where
applicable data is not observable, management uses
its best estimate about the assumptions that market
participants would make. These estimates may vary
from the actual prices that would be achieved in an
arm's length transaction at the reporting date.

g Share-based payments

Estimating fair value for share-based payment requires
determination of the most appropriate valuation model.
The estimate also requires determination of the most
appropriate inputs to the valuation model including the
expected life of the option, volatility and dividend yield
and making assumptions about them.

h Leases

Ind AS 116 requires lessees to determine the lease
term as the non-cancellable period of a lease adjusted
with any option to extend or terminate the lease, if the
use of such option is reasonably certain. The Company
makes an assessment on the expected lease term on
a lease-by-lease basis and thereby assesses whether
it is reasonably certain that any options to extend or
terminate the contract will be exercised. In evaluating
the lease term, the Company considers factors such as
any significant leasehold improvements undertaken
over the lease term, costs relating to the termination
of the lease and the importance of the underlying asset
to the Company's operations and the availability of
suitable alternatives. The lease term in future periods
is reassessed to ensure that the lease term reflects the
current economic circumstances.

2 C Recent Indian Accounting Standards
(Ind AS)

Ministry of Corporate Affairs ("MCA") notifies new
standard or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. On 31 March, 2023,
MCA amended the Companies (Indian Accounting
Standards) Rules, 2015 by issuing the Companies
(Indian Accounting Standards) Amendment Rules, 2023,
applicable from April 1, 2023, as below:

Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose their
material accounting policies rather than their significant
accounting policies. Accounting policy information,
together with other information, is material when it
can reasonably be expected to influence decisions of
primary users of general purpose financial statements.
The Company does not expect this amendment to have
any significant impact in its financial statements.

Ind AS 12 - Income Taxes

The amendments clarify how companies account
for deferred tax on transactions such as leases and
decommissioning obligations. The amendments
narrowed the scope of the recognition exemption
in paragraphs 15 and 24 of Ind AS 12 (recognition
exemption) so that it no longer applies to transactions
that, on initial recognition, give rise to equal taxable
and deductible temporary differences. The Company is
evaluating the impact, if any, in its financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors

The amendments will help entities to distinguish
between accounting policies and accounting estimates.
The definition of a change in accounting estimates has
been replaced with a definition of accounting estimates.
Under the new definition, accounting estimates are
"monetary amounts in financial statements that are
subject to measurement uncertainty". Entities develop
accounting estimates if accounting policies require
items in financial statements to be measured in a way
that involves measurement uncertainty. The Company
does not expect this amendment to have any significant
impact in its financial statements.

19 Borrowings (Contd..)

(ii) Intercorporate deposits - Unsecured

During the previous year, an assignment agreement was entered between Asian Satellite Broadcast Private Limited (the "Assignor")
and Digital Subscriber Management Consultancy Services Private Limited (DSMCSPL) (the "Assignee") wherein the assignor
assigned the outstanding ICD amount H/lakhs 8,537.16 as at 01 April 2021 to the to the assignee and accordingly the Company was
discharged from its liabilities to the extent of the said amount payable to the assignor. The ICD carries interest @ 12.5% p.a. and is
repayable on or before 04 April 2024, outstanding amount is H/lakhs 10,670.65 (H/lakhs 9,497.59).

(iii) Abu Dhabi Commercial Bank (ADCB) had sanctioned term loan of H/lakhs 3,500.00 and overdraft facility of H/lakhs 1,900.00 vide credit
facility sanction letter dated 18 July 2017 (together referred as credit facilities), which was secured by way of first charge ranking pari pasu
over movable assets including current assets, loans and advances with minimum coverage of 1.25x for entire tenure of the facility which
includes charge on the accounts that receive cash from franchisee/revenue of the Company plus DSRA equivalent to one month interest
to be maintained upfront and one immediate instalment to be maintained one month prior to its schedule payment. However, ADCB
assigned the said credit facilities to DCB Bank Limited (DCB) as per the Deed of Assignment and Subrogation Agreement both dated 31
March 2020 with same terms and conditions as per the original sanction letter. Further, the Company opted to defer the tenure of its term
loan under Moratorium benefits and the outstanding amount of H/lakhs 1,472.47 was payable in three equal monthly instalments starting
from July 2021. However the Company had defaulted in repayment of all three instalments including interest to DCB and accordingly
outstanding term loan balance of H/lakhs 1,556.28 (including interest till 31 March 2022) was overdue as at 31 March 2022.

During the year, the Company continued defaulting the repayment of the said credit facilities including interest to DCB. The Company
has been providing interest (including penal interest) on outstanding term loan and overdraft facility till 31 March 2023. The outstanding
balances as at 31 March 2023 are Term Loan H/lakhs 1,778.64 (including interest) and Overdraft facility H/lakhs 2,279.03 (including interest).
As the Company has been defaulting in repayment of loan, DCB as per the terms of the Subrogation Agreement referred above may have
recovered the amount due from ADCB and issued No Dues Certificate to the Company during the year. Further, DCB has also satisfied the
charges on the said outstanding credit facilities and Company has also filed CHG-4 with the ROC for satisfaction of charge. In view of above,
the said credit facilities have been classified as Unsecured as at 31 March 2023.

(iv) Overdraft facility from banks of H/lakhs 2,380.15 (H/lakhs 4,462.11) is secured by way of first pari passu charge on all the movable
assets (including current assets, loans and advances) of the Company and cross collateralization of pledge of shares given for term
loan. The facility carries interest 6 months MCLR plus 4% spread.

(v) Vehicle loan from Kotak Mahindra Prime Limited H/lakhs 3.39 (H/lakhs 8.06) is secured against hypothecation of respective vehicle.
The rate of interest is 8.92% p.a.

(vi) Satisfaction of charge is yet to be registered with Registrar of Companies (ROC) in respect of loan of H/lakhs 1,000.00 (H/lakhs
1,000.00) sanctioned by Yes Bank Limited as the Company has not received No Objection Certificate from the bank.

(vii) The Company is not required to submit quarterly returns or statements of current assets to banks.

33 During the previous year, one of the subsidiaries viz Digital Ventures Private Limited (DVPL) had defaulted in repayment of loans
availed from two Lenders. In this regard, one of the Lenders vide its notice dated 14 February 2022 issued to the Company, had invoked
the Corporate Guarantee issued by the Company on behalf of DVPL and called upon the Company to make payment of an amount of
H/lakhs 9,162.00 outstanding as at 30 June 2021 with further interest w.e.f. 01 July 2021 as per the terms of sanction letters. Further,
during the year, the Company has also received notice from the other lender invoking Corporate Guarantee issued by the Company
on behalf of DVPL and called upon the Company to make payment of an amount of H/lakhs 2,299.59 outstanding as at 30 June 2021.
The Covid-19 pandemic had caused disruption in the activities especially in the education sector and there were restrictions on
carrying out the operations of schools under the brick and mortar model. However, the schools have opened up and students
are being enrolled in the schools. Further, DVPL has started making repayment of its loan through an agreed mechanism as per
discussions with the Lenders. In view of above, the Company is of the opinion that no liability is required to be provided as at 31
March 2023.

43 Exceptional items

i The Company has investments in its wholly owned subsidiary viz Digital Ventures Private Limited (DVPL) in the form of Equity
shares, Convertible Debentures and Preference Shares (including redemption premium) of H/lakhs 45,202.62, loan and receivables
of H/lakhs 11,377.05 aggregating to H/lakhs 56,579.67 as at 31 March 2023. During earlier years, the Company had given loan
to DVPL to support school operations. On account of delays in recovery of the same (including interest accrued thereon), the
Company during the year ended 31 March 2022 had provided for H/lakhs 11,000 towards impairment loss under the expected
credit loss model against the said loan/receivables and the said impairment loss was disclosed as an "Exceptional item" in the
standalone financials statements for the year ended 31 March 2022. Further, there are ongoing proceedings against DVPL w.r.t
Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the
Hon'ble National Company Law Tribunal (NCLT) Mumbai. Accordingly, the Company during the year, out of abundant caution
and prudent accounting practices, has provided H/lakhs 10,855.01 towards impairment of its investments (including redemption
premium) in DVPL and the same has been shown as an Exceptional Item during the year ended 31 March 2023.

43 Exceptional items (Contd..)

ii The Company has investment in equity shares of its subsidiary company viz MT Educare Limited (MTEL or Corporate Debtor) which
is carried at cost of H/lakhs 27,812.22. During the year, the Hon'ble National Company Law Tribunal (NCLT) Mumbai, has admitted
the application filed by an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP)
of MTEL under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The NCLT has also appointed an Interim Resolution
Professional (IRP) for the Corporate Debtor. However, during the year, an appeal was filed before Hon'ble National Company Law
Appellate Tribunal ("NCLAT") and NCLAT vide its order dated 6January 2023 stayed the constitution of Committee of Creditors ("COC").
Considering the above ongoing CIRP proceedings and appointment of IRP, the Company, out of abundant caution and prudent
accounting practices, the Company has provided the amount of H/lakhs 27,812.22 towards impairment of its investments in MTEL
and the same has been shown as an Exceptional Item during the year ended 31 March 2023.

44 Corporate social responsibility (CSR)

As per Section 135 of the Companies Act, 2013, the Company has a CSR Committee. The Company is required to spend H/lakhs 99.44

(H/lakhs 129.08) for the year against which H/lakhs 121.00 (H/lakhs 130.00) has been spent on activities specified in Schedule VII of the

Companies Act, 2013.

45 Segment information

The Company has presented Segment information on the basis of the consolidated financial statements as permitted by Ind AS 108 -
Operating Segments.

46 Going Concern

The Covid-19 pandemic had caused an adverse impact on the business operations of the Company and its financial health. The
Company and its subsidiary company had received notices from Yes Bank and other lenders for invocation of corporate guarantees
and there are Corporate Insolvency Resolution Process (CIRP) proceedings filed against the Company and its subsidiary as corporate
guarantors. These events indicate the existence of material uncertainty that may cast significant doubt on the Company's ability to
continue as a going concern. However, the management has re-evaluated and concluded that the Company will have sufficient liquidity
to continue its operations in an uninterrupted manner, considering demand for its product portfolio and improvement in projected
cash flows through normal operations and timely monetization of assets. In view of above and further based on business potential and
the mitigating steps being taken by the Company, these standalone financial statements have been prepared on going concern basis.

48 Employee Benefits (Contd..)

VIII. The Company is exposed to various actuarial risks which are as follows:

(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an
increase in the ultimate cost of providing the defined benefit and will thus result in an increase in the value of the liability.

(b) Liquidity risk - This is the risk that the Company is not able to meet the short-term benefit payouts. This may arise due to
non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of salary increase
rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate
of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.

(d) Demographic risk - The Company has used certain mortality and attrition assumptions in valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse as compared to the assumptions.

51 Financial instruments

(i) Financial risk management objective and policies

The Company's principal financial liabilities, comprise borrowings, trade and other payables, lease liabilities and other financial
liabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial
assets include investments, loans, trade receivables, other receivables, cash and cash equivalents, other bank balances and other
financial assets that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's management oversees the management of
these risks.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk such
as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, other financial
instruments.

1) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the
risk of changes in fair value of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow
interest rate risk is the risk that future cash flows of floating interest bearing investments will vary because of fluctuations
in interest rates.

The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term
borrowings from banks and financial institutions. Non-convertible Debentures and Intercorporate deposits carry fixed
coupon rate and hence is not considered for calculation of interest rate sensitivity of the company.

Interest rate sensitivity

51 Financial instruments (Contd..)

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial
institutions with high credit ratings assigned by credit rating agencies. Investments primarily include other debt
instruments.

b) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company's principal source of
liquidity is cash and cash equivalents and the cash flow i.e. generated from operations. The Company consistently generated
strong cash flows from operations which together with the available cash and cash equivalents and bank balances other than
cash and cash equivalents provides adequate liquidity in short term as well as in the long term.

55 The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

56 No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

57 Yes Bank Limited (Yes Bank) vide its notices dated 2 August 2021 and 9 August 2021 (received on 10 August 2021) addressed to
the Company and its subsidiary, viz Digital Ventures Private Limited (DVPL) respectively, had invoked the Corporate Guarantee
upon non-repayment of credit facilities (during COVID-19 pandemic) availed by four trusts/entity, and called upon the Company
and DVPL to make payment of an amount of H/lakhs 44,962.56 (including interest and other charges upto 31 July 2021). Also, the
Company and DVPL received notices dated 22 April 2022 and 01 December 2022 respectively, regarding filing of petitions by
Yes Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process
(CIRP) of the Company and DVPL (as corporate guarantors) before the Hon'ble National Company Law Tribunal (NCLT), Mumbai.
Further, Yes Bank vide its letters dated 30 December 2022 has informed the Company and DVPL that it has assigned and transferred
the above credit facilities to J.C. Flowers Asset Reconstructions Private Limited (J.C. Flowers) and the amount outstanding therein
as at 30 November 2022 is H/lakhs 52,254.63 (including interest and penal charges). However, the Company has not received any
definitive document in support of such assignment for each of the credit facilities. Further on 10 February 2023, the Hon'ble NCLT,
Mumbai admitted the application filed by Yes Bank against the Company and ordered the commencement of CIRP under the IBC.
However, an appeal was filed before the Hon'ble National Company Law Appellate Tribunal (""NCLAT"") by the Company and NCLAT
vide its order dated 16 February 2023 set aside the impunged order dated 10 February 2023 passed by the NCLT and disposed off
the appeal in accordance with law. Subsequently, J.C. Flowers filed Special Leave Petition (SLP) in the Hon'ble Supreme Court for
setting aside of the final order dated 16 February 2023 passed by the NCLAT. On 29 March 2023, the Hon'ble Supreme court allowed
the SLP and stayed the further proceedings of NCLT. The matter is currently pending for hearing before the Hon'ble Supreme Court.
However, the said trusts/entity have started running their operations effectively under the brick and mortar model and since the
CIRP matter of the Company is sub-judice, and considering revival of education industry post Covid-19 pandemic, the Company is
of the opinion that no liability is required to be provided as at 31 March 2023.

58 a) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources

or kind of funds) to any other person or entities, including foreign entities (Intermediaries) with the understanding (whether
recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries.

b) The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

59 There are no transactions related to previously unrecorded income that have been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961.

60 The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

61 The Code on Social Security, 2020 ('Code')

The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and postemployment received
Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on 13 November
2020 draft rules were published and invited for stakeholders' suggestions. The Central Government on 30 March 2021 has deferred
the implementation of the said Code and the date on which the Code will come into effect has not been notified. The Group will
assess the impact of the Code when it comes into effect and will account for the related impact in the period the Code becomes
effective.

62 Prior year comparatives

Previous year's figures have been regrouped / rearranged wherever necessary to correspond with the current year's classifications
/ disclosures, figures in brackets pertain to previous year.


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