Notes to Accounts of DSJ Keep Learning Ltd.

Mar 31, 2024

Financial Liabilities

Financial liabilities are subsequently measured at amortized cost or at FVTPL

Financial liabilities at FVTPL

Financial liabilities such as derivative that is not designated and effective as a hedging instrument are classified as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognized in profit and loss. The net gain or loss recognized in profit and loss is included in the ‘Other Income/ Other expenses'' line item.

Financial liabilities subsequently measured at amortized cost

Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at cost.

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period, the foreign exchange gains or losses are determined based on the amortized cost of the instruments and are recognized in ‘Other Income / Other Expenses''.

The fair value of financial liabilities denominated in foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognized in profit and loss.

Derecognition of financial liabilities

The Company de-recognizes financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired.

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issue cost.

Earnings Per Share (EPS)

The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings per share. Basic earnings per share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period as adjusted for the effects of all diluted potential equity shares except where the results are anti-dilutive.

Share Capital Ordinary Shares

Ordinary shares are classified as equity. Incremental costs, if any, directly attributable to the issue of ordinary shares are recognized as a deduction from other equity, net of any tax effects.

Fair Value Measurement

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell an asset or transfer the liability takes place either:

- in the principle market for the asset or liability

- in the absence of principle market, in the most advantageous market for the asset or liability.

The principle or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

- Level 1 - Quoted (Unadjusted) Market prices in active markets for incidental assets or liabilities

- Level 2 -Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

- Level 3 - Valuation Techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers that have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

Determination of Fair Value

1) Financial Assets - Debt Instruments at amortized cost

After initial measurement the financial assets are subsequently measured at amortized cost using the Effective Interest Rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or cost that are an integral part of the EIR.

2) Financial Assets - Debt Instruments at Fair Value through Other Comprehensive Income (FVTOCI)

Measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the Other Comprehensive Income (OCI). On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to P&L.

3) Debt instruments & derivatives at Fair Value through Profit or Loss (FVTPL)

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

4) Equity Instruments at Fair Value through Other Comprehensive Income

On initial recognition, the Company can make an irrevocable election (on an instrument-by-instrument basis) to present the subsequent changes in fair value in ither comprehensive income pertaining to investments in equity instruments. These elected inbestments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains / losses arising from changes in fair value recognized in other comprehensive income. This cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.

5) Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit & loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Companies financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent Measurement

Fair value through Profit & Loss

Financial liabilities at fair value through profit & loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. All changes in fair value of such liabilities are recognised in statement of profit or loss.

Loans and Borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. The EIR amortization is included as finance costs in the statement of profit and loss.

Dividend

Dividend on share is recorded as liability on the date of approval by the shareholders and is shown as a reduction from retained earnings under Other Equity.

Segment Reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The

operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are evaluated regularly by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

NOTE 27

Contingent Liabilities (not provided for)

There are no liabilities, contingent in nature. All known liabilities have been appropriately provided for in the books as on the balance sheet.

NOTE 28

During the financial year 2020-2021, the Company had created a provision for doubtful advances amounting to Rs. 350 Lacs as in the opinion of the Management the probability of recovery of the said amount is low. The company had filed a case against the parties for recovery & the same has been pending for more than 15 years. However, the company continues to pursue all legal options available to it to enforce the recovery of this amount.

NOTE 35

Employee Benefits

(a) Defined Contribution Plan

The Company makes Provident Fund contributions to defined contribution plan administered by the Regional Provident Fund Commissioner. Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. The Company has recognized Rs. 5.06 lakhs towards Provident Fund and other fund contributions (March 31, 2023: Rs. 4,.39 lakhs) in the Statement of Profit and Loss. The provident fund and ESIC contributions payable by the Company are in accordance with rules framed by the Government from time to time.

(b) Defined Benefit Plan Gratuity

The employee''s gratuity fund is a defined benefit plan. The present value of the obligation is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The Company has a defined benefit plan. Every employee who has completed five year or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is unfunded.

NOTE 36

Details of Benami Property held.

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder during the year.

NOTE 37 Wilful Defaulter

The Company has not been declared willful defaulter by any bank or financial institution or any other lender during the year.

NOTE 38

Relationship with Struck Off Companies

The Company has not entered into any transaction with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year and the previous year.

NOTE 39

Registration of Charges or satisfaction with Registrar of Companies (ROC)

During the year, there are no instances of any registration, modification or satisfaction of charges which are pending for registration, modification, or satisfaction with Registrar of Companies (ROC) beyond the statutory period. However, there are some old charges pertaining to earlier periods for which satisfaction with the Registrar of Companies is pending beyond the statutory period. According to the management, these charges are for loans which have already been fully repaid or settled. The company is in the process of obtaining fresh no dues certificates from the lenders for filing the charges satisfaction forms with the Registrar of Companies.

NOTE 40

Compliance with number of layers of companies

The Company is in compliance with the relevant provisions of the Companies Act, 2013 with respect to the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

NOTE 41

Utilisation of Borrowed Funds and Share Premium under Rule 11(e)

No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”).

No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”).

NOTE 42

Borrowings from banks for Credit Facility

The Company has not availed any credit facilities from banks or financial institutions against the security of current assets during the year ended 31^st March 2024.

NOTE 43

Compliance with approved Scheme(s) of Arrangements

There is no Scheme of Arrangement approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 during the year and hence, no disclosures are required to be made by the Company in these financial statements for the year ended 31^st March 2024.

NOTE 44

Events occurring after the balance sheet date.

No adjusting or significant non-adjusting events have occurred between the reporting date and date of authorization.

NOTE 45

Rounding of Amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

NOTE 46

The Company does not have any transactions not recorded in books of accounts that has been surrendered or disclosed as income during the year and previous year in the tax assessments under the Income Tax Act, 1961.

NOTE 47

The Company has not traded or invested in any crypto currency or virtual currency during the year and previous year.

NOTE 48

There has been no fraud by the Company or by the Company during the year and previous year.

NOTE 50

Previous Year Figures

Previous year''s figures have been regrouped, rearranged & reclassified wherever considered necessary.

As per our report of even date attached

For Jayesh Dadia & Associates LLP For and on behalf of the Board of Directors of DSJ Keep Learning Limited

Chartered Accountants F R No. 121142W/W100122

Sanjay Padode Pranav Padode

Chairman and Managing Director Wholetime Director & CEO

DIN:00338514 DIN:08658387

Rahil Dadia Partner

Membership No. 143181

Jaiprakash Gangwani Shrikant Chilveri

Place: Mumbai Company Secretary & Compliance Officer Chief Financial Officer

Date: 30^th May, 2024 Membership No. ACS55760

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Mar 31, 2014

1. (A) Rights, Preference and Restrictions attached to Equity Shares

Equity Shareholder is entitled to one vote per share. The Company declares dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. Dividend is paid to the Equity Shareholders whose name appears in the Registrar of Members as on AGM Date. In the even of liquidation of the Company, the equity shareholders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. Distribution will be in proportion to the number of equity shares held by the shareholders.

2. Disclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The Company has complied this information based on the current information in its possession. As at 31st March, 2014, no supplier has intimated the Company about its status as Micro or Small enterprise or its registration with the appropriate authority and under the Micro, Small and Medium Enterprises Development Act, 2006. However, in view of the management the impact of interest if any, that may be payable in accordance with provisions of this Act is not expected to be material.

3. Income Tax Provision

No Provision for Income Tax have been made as there is no profit during the year.

4. Segment Reporting

The Company operates in only one business segment hence segment wise reporting as required by AS 17 issued by Institute of Chartered Accountant of India, is not applicable

5. Balance of Debtors and creditors and advances/deposits revived from dealers/customers are as per book of accounts. Sundry creditors are subject to confirmation and reconciliation, if any.

6. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loan and advances have a value on realization in the ordinary course of business.

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Mar 31, 2013

1 Income Tax Provision

No Provision for Income Tax have been made as there is no profit during the year.

2 Segment Reporting

The Company operates in only one business segment hence segment wise reporting as required by AS 17 issued by Institute of Chartered Accountant of India, is not applicable

3 Balance of Debtors and creditors and advances/deposites received from dealers/customers are as per book of accounts. Sundry creditors are subject to confirmation and reconciliation, if any.

4 In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loan and advances have a value on realization in the ordinary course of business.

5 The Financial Statements have been prepared in the format prescribed by the Revised Schedule VI to the Companies Act, 1956.

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Mar 31, 2012

Rights, Preference and Restrictions attached to Equity Shares.

Equity Shareholder is entitiled to one vote per share. The Company declares dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. Dividend is paid to the Equity Shareholders whose name appears in the Register of Members as on AGM Date. In the event of liquidation of the Company, the equity shareholders will be entitled to receive any of the remaining assets of the Company , after distribution of all preferential amounts. Distribution will be in proportion to the number of equity shares held by the shareholders .

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The Company has complied this information based on the current information in its possession. As at March 31, 2012, no supplier has intimated the Company about its status as Micro or Small enterprise or its registration with the appropriate authority and under the Micro, Small and Medium Enterprises Development Act, 2006. However, in view of the management the impact of interest if any, that may be payable in accordance with provisions of this Act is not expected to bematerial.

1. Income Tax Provision

No Provision for Income Tax have been made as there is no profit during the year.

2. Segment Reporting

The Company operates in only one business segment hence segment wise reporting as required by AS 17 issued by Institute of Chartered Accountant of India, is not applicable

3. Balance of Debtors and creditors and advances/deposites received from dealers/customers are as per book of accounts. Sundry creditors are subject to confirmation and reconciliation, if any.

4. In the opinion of the Board of Directors and to the best of their knowledge adequate provisions has been made in the accounts for all known liabilities and the current assets, loan and advances have a value on realization in the ordinary course of business.

5. Previous Year's Figures

Till the year ended March 31, 2011, the company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended March 31 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company. The company has reclassified previous year figures to conform to the year's classification. It significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

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Mar 31, 2011

1. SHARE CAPITAL-SCHEDULE -1

(i) 14% Non-Cumulative Redeemable preference shares were redeemable on or before 31st March 2001, at the discretion of the Board of Directors. The Board of Directors have decided to extend the redemption up to 31st March, 2012.

(ii) Call in arrears includes Rs.53.38 Lacs due towards share premium (Previous year Rs.53.38 Lacs).

2. INVESTMENTS - SCHEDULE -

31st March'2011 31st March 2010

a. Market value of quoted investments: Rs.3.60 Lacs Rs. 4.15Lacs

b. Aggregate investments in Companies under same management Rs. 10 Lacs Previous year Rs.10 Lacs)

3. CURRENT ASSETS & LIABILITIES - SCHEDULE 7 & 8

a. During the year the Company has written off Rs. Nil from Sundry Debtors (Previous year Rs. Nil Lacs) including the amount due from Companies under the same management which the company had already made provision in earlier year.

b. Sundry Debtors & Sundry Creditors are subject to confirmation and reconciliation, if any.

c. In the opinion of the Board of Directors, the Current Assets, Loans & Advances, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet after the provisions.

d. The Company has taken Legal action against certain Debtors for recovery by sending notices. Most of the parties have responded to these notices. The Board is of the opinion that the said amounts shall be recoverable. The aggregate value of debts due from these parties is Rs.44.12 Lacs (Previous year Rs.44.12 Lacs)

4. CONTINGENT LIABILITIES :-

i. Claims not acknowledge as Debts - Not ascertainable.

5. Amount repayable to Institutions within One year Rs. Nil (Previous year Rs. Nil). The Company has however not paid any installment to any Institutions. The entire debts is thus overdue.

6. Future rentals obligations in respect of assets taken on lease is Nil (Previous year Rs. Nil). Lease rentals payable with one year is Nil (Previous year Rs. Nil). Assets taken on lease include Machinery, Vehicles, Computers etc.

7. Provision for interest on Secured Loan is made up to 31.12.2002 in view of the NPA Account with Institution.

NOTE: In view of the nature of business of the Company, there is no opening and closing stock of finished goods of magazines.

8. The Company is engaged in the business of publication of magazines, Since the printing of magazines is done by outside parties on job work basis. In view of the nature of such operations the information with regard to licensed capacity, installed capacity and actual production is not applicable, and hence not furnished.

9. Earnings in Foreign Exchange Rs. Nil (Previous Year Rs. Nil)

10. Figures have been re-grouped/re-arranged whatever necessary and rounded off to the nearest rupee.

11. The Company does not have separate records of suppliers of small scale or ancillary industries defined under the "Interest on delayed payments to small scale and Ancillary undertakings Act, 1993. In the absence of such information, interest on over dues amounts to such suppliers, if any, as on 31st March, 2011 is not ascertained and hence not provided for.

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Mar 31, 2010

1. SHARE CAPITAL-SCHEDULE - 1

(i) 14% Non-Cumulative Redeemable preference shares were redeemable on or before 31st March 2001, at the discretion of the Board of Directors. The Board of Directors have decided to extend the redemption up to 31st March, 2010.

(ii) Call in arrears includes Rs.53.38 Lacs due towards share premium (Previous year Rs. 53.38 Lacs).

2. SECURED LOAN-SCHEDULE - 3

Company has made One time settlements with IDBI and has made a payment of Rs.1,39,05,870/- in OTS against Term Loan payable. The balance of Rs74,49,413/- against principal & Rs.21,92,88,216/- against Provision for interest is transferred to Sundry balance w/off a/c during the year.

3. CURRENT ASSETS & LIABILITIES - SCHEDULE 7 & 8

a. During the year the Company has written off Rs. 1.61 Lacs from Sundry Debtors (Previous year Rs. Nil Lacs) including the amount due from Companies under the same management which the company had already made provision in earlier year.

b. Sundry Debtors & Sundry Creditors are subject to confirmation and reconciliation, if any.

c. In the 'opinion of tire Board of Directors, the Current Assets, Loans & Advances, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet after the provisions.

d. The Company has taken Legal action against certain Debtors for recovery by sending notices. Most of the parties have responded to these notices. The Board is of the opinion that the said amounts shall be recoverable. The aggregate value of debts due from these parties is Rs. 44.12 Lacs (Previous year Rs. 44.12 Lacs)

4. CONTINGENT LIABILITIES

i. Claims not acknowledge as Debts - Not ascertainable.

5. Amount repayable to Institutions within One year Rs. Nil (Previous year Rs. Nil). The Company has however not paid any instalment to any Institutions. The entire debts is thus overdue.

6. Future rentals obligations in respect of assets taken on lease is Nil (Previous year Rs. Nil).

Lease rentals payable with one year is Nil (Previous year Rs. Nil). Assets taken on lease include Machinery, Vehicles, Computers etc.

7. Provision for interest on Secured Loan is made up to 31.12.2002 in view of the NPA Account with Institution.

8. MANAGING DIRECTOR'S REMUERATION AND BENEFITS - SCHEDULE 11

Managerial remuneration for Directors (exclusive of payment to gratuity and pension funds on actuarial valuation.

NOTE: In view of the nature of business of the Company, there is no opening and closing stock of finished goods of magazines.

magazines is done by outside parties on job work basis. In view of the nature of such operations the information with regard to licensed capacity, installed capacity and actual production is not applicable, and hence not furnished.

9. Earnings in Foreign Exchange Rs. Nil (Previous Year Rs. Nil)

10. Figures have been re-grouped/re-arranged whatever necessary and rounded off to the nearest rupee.

11. The Company does not have separate records of suppliers of small scale or ancillary industries defined under the "Interest on delayed payments to small scale and Ancillary undertakings Act, 1993. In the absence of such information, interest on overdues amounts to such suppliers, if any, as on 31st March, 2010 is not ascertained and hence not provided for.