Notes to Accounts of Zee Learn Ltd.

Mar 31, 2025

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) Revenue from sale of goods - Sale of Educational
goods and equipments/content is recognised
upfront at the point in time when the goods/
equipment/ 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 are
recognized over the duration of the course
and as per agreed terms.

b) Franchisee fees/Management fees are
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. 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.

D. Contract balances
Contract assets

Contract assets is recognised where there is
excess of revenue earned over billing done.
Contract assets are classified as unbilled revenue
where there is unconditional right to receive
cash and only passage of time is required as per
contractual terms.

Contract liabilities

A contract liability is the obligation to transfer
goods or services to a customer for which the
Company has received consideration from the
customer. If a customer pays consideration
before the Company transfers goods or services
to the customer, a contract liability is recognised.
Contract liabilities are recognised as revenue
when the Company performs under the contract.

Trade receivables

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

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 tax 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 assets and liabilities are
recognised on all 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 Impairment of investments

The Company reviews its carrying value of investments
carried at cost (net of impairment, if any) annually.
If the recoverable amount is less than its carrying
amount, the impairment loss is accounted for in the
statement of profit and loss.

u 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.

v 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".

w 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 Provisions and Contingent liabilities

The Company exercises judgement in determining if
a particular matter is possible, probable or remote.
The Company also exercises judgement in measuring
and recognising provisions and the exposures to
contingent liabilities related to pending litigation
or other outstanding claims subject to negotiated
settlement, mediation, government regulation, as well
as other contingent liabilities. Judgement is necessary
in assessing the likelihood that a pending claim will
succeed, or a liability will arise, and to quantify the
possible range of the financial settlement. Because
of the inherent uncertainty in this evaluation process,
actual losses may be different from the originally
estimated provision. Provisions are reviewed at each
balance sheet date and adjusted to reflect the current
best estimate. If it is no longer probable that the
outflow of resources would be required to settle the
obligation, the provision is reversed.

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 cost of post-employment and other long term

benefits is determined using actuarial valuations.

An actuarial valuation involves making various

assumptions that may differ from actual developments
in the future. These include determination of discount
rates, expected rate of return on assets, future salary
increases and mortality rates. Due to the complexities
involved in the valuation and its long term nature,
a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are
reviewed at each reporting date. The assumptions
used are disclosed in note 48.

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. For the year
ended 31 March 2025, MCA has notified Ind AS-117
Insurance Contracts and amendments to Ind AS-116
Leases, relating to sale and leaseback transactions
w.e.f. April 1, 2024. The Company has reviewed the
new pronouncements and based on its evaluation
has determined that it does not have any significant
impact in its financial statements.

1. Non disposal undertaking given to lenders for 51% (31 March 2024: 51%) shares held by the Company for loan taken by subsidiary
Company viz Digital Ventures Private Limited.

2. 11,324,025, 0.01 % Compulsorily Convertible Debentures (CCDs) of H 100 each fully paid up are compulsorily convertible into
equity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment but
not later than 10 years from the date of allotment. During the year, Company has converted these CCDs into 11,324,025, 0.01%
Unsecured Unrated Unlisted Optionally Convertible Debentures (OCDs) of H 100 each at par value amounting to H/lakhs 11,324.03
for non cash consideration, with maturity on 31 March 2034 at the Option of the OCDs holder, to be exercised at any time till
Maturity date, OCDs shall be convertible into Equity Shares of H 10 each at issue price of H 20 per Equity Share. Thus 1 OCDs of H
100 shall be convertible into 5 Equity shares of H 10 each at a Premium of H 10 per share. Further, OCDs not converted into Equity
Shares till maturity date shall be redeemed at par value.

3. 115,788,924, 0.01 % Unsecured Unrated Unlisted Optionally Convertible Debentures (OCDs) of H 10 each is convertible within
a period of 10 years at the option of the issuer or OCD holder to be exercised any time during the tenure and are convertible
into Equity shares of H 10 each fully paid up at issue price of H 17.36 per Equity shares. Thus 1,000 OCDs of H 10 each shall be
convertible into 576 Equity shares of H 10 each at a premium of H 7.36 per share. Further any OCDs not converted into Equity
shares at the end of the tenure shall be redeemed at par value.

7 Non-current investments (Contd..)

4. Investments in MT Educare Limited (MTEL) was fully impaired in financial year 2022-23 on account of commencement of Corporate
Insolvency Resolution Process (CIRP) of MTEL. MTEL ceased to be subsidiary due to loss of control for the reasons fully explained
in note 58 of the standalone financial statements and accordingly the said investment has been classified as carried at fair value
through profit and loss. As the said investment is fully impaired due to CIRP, the fair value adjustment is not required.

Pledge over 30% shares and Non disposal undertaking given over 22.98% shares (of total paid up capital) of MT Educare Limited
held by Zee Learn Limited, for loan taken by Taleem Research Foundation.

b) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of H 1 each. The Company declares and pays dividend in
Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by
the shareholders.

c) The Company has not issued any bonus shares or shares issued for consideration other than cash or bought back equity shares
during the five years preceding 31 March 2025.

f) Employees Stock Option Scheme (ESOP)

During the year, the members of the Company through Special Resolution passed at the Annual General Meeting of the
Company held on September 26, 2024, approved modification to the ESOP Scheme of the Company. The modification consisted
of enhancement of ESOP Pool from 1,60,07,451 Stock Options to 2,28,26,490 Stock Options exercisable into not more than
2,28,26,490 equity shares of face value of H 1 each, constituting 7% of the issued and paid up capital of the Company as on
8 August, 2024, (i.e 32,60,92,725 Equity Shares of H 1 each) to the employees of the Company and its subsidiaries. The Scheme was
further amended to enable issuance of Options at exercise price equivalent to nominal/face value or such other value as may be
determined by the Board of Directors or its Committees.. The said Scheme is administered by the Nomination and Remuneration
Committee of the Board.

(i) Debentures

650 (650) 10.40% Rated, Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) of H/lakhs 10.00 each fully paid up
aggregating to H/lakhs 3244.55 (H/lakhs 2,960.92) [including interest of H/lakhs 693.44 (H/lakhs 409.82)], are issued for a period of
5 years and 3 months from the date of allotment as per original terms. The terms of the NCDs were revised w.e.f. 14 July 2020.
As per the revised terms 650, 10.02% (revised coupon rate) NCDs of H/lakhs 6.85 (revised face value) were redeemable by 13
July 2022 in three instalments starting from 13 January 2021. Further, the terms of NCDs were revised again and accordingly
were redeemable till 13 March 2023. During the previous year, the terms of NCDs were revised again and accordingly were now
redeemable till 13 August 2023. However, the Company defaulted in redemption of NCDs and payment of interest on such NCDs
during the previous year and current year. During the year, the Company has received letter from the debenture holder calling
upon the Company to pay the complete outstanding amount of NCDs alongwith interest accrued immediately. The overdue
amount of NCDs as at 31 March 2025 is H/lakhs 3,244.55 ( H/lakhs 2,949.00) (including interest accrued), the details whereof are
given in note vii(a) and vii(b) below. The NCDs are secured by first pari passu charge on all the fixed and current assets, all the
rights, titles and interest to provide security cover of 1.1 times on outstanding amount.

19 Borrowings (Contd..)

(ii) Intercorporate deposits (ICD) - Unsecured

The ICD carries interest @ 12.5% p.a. and is repayable on or before 05 April 2029.

(iii) The Company had taken term loan of H 3,500.00 lakhs and overdraft facility of H 1,900.00 lakhs vide credit facility sanction letter
dated 18 July 2017 (together referred as credit facilities) from Abu Dhabi Commercial Bank (ADCB). Further, 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. Furthermore, during earlier years, the Company had
defaulted in repayment of the said credit facilities including interest to DCB. However, DCB had issued No Dues Certificate to the
Company and also satisfied the charges on the said outstanding credit facilities. In view of above, the said credit facilities were
classified as unsecured as at 31 March 2023 and the Company had provided interest (including penal interest) on outstanding
term loan and overdraft facility till 31 March 2023. During the previous year, the Company had taken an expert opinion on the
above matter and considering the same the Company was of the view that no interest provision on the said credit facilities
is required to be made till the time the Company can ascertain any liability arising out of the said Deed of Assignment and
Subrogation Agreement. In view of above, the Company has not provided any interest on the said credit facilities w.e.f. 01 April
2023 till 31 March 2025 and continued to show the outstanding amounts in respect of said credit facilities as at 31 March 2025 as
unsecured current borrowings.

(iv) a) Overdraft facility from banks of H/lakhs Nil (H/lakhs 1,377.83) is secured by way of first pari passu charge on all the movable

assets (including current assets, loans and advances) of the Holding Company and cross collateralization of pledge of shares
given for term loan. The facility carries interest 6 months MCLR plus 4% spread.

b) Overdraft facility from banks of H/lakhs 0.01 (H/lakhs 0.90) is secured by way of Fixed Deposit for one year upon time to time
renewal. The facility carries interest @ FD rate plus 2% over the FD plus applicable interest tax or other statutory levy, if any
on the principal amount of the loan remains outstanding each day.

(v) Satisfaction of charge is yet to be registered with Registrar of Companies (ROC) in respect of loan of H/lakhs 3,500.00 (H/lakhs
1,000.00) sanctioned by Yes Bank Limited as the Company has not received No Objection Certificate from bank.

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

E Management expect that 100 % of the transaction price allocated to the unsatisfied contracts as of 31 March 2025 H/lakhs 6,443.41
will be recognised as revenue during the year ended 31 March 2026.

43 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 45,078.10, loan and receivables of
H/lakhs 11,377.05 aggregating to H/lakhs 56,455.15 as at 31 March 2025. Considering 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, the Company, out of abundant caution and prudent accounting practices, had provided H/
lakhs 21,927.05 towards impairment of its loan and investments (including redemption premium) in DVPL till 31 March 2024. Further
on 19 November 2024, the Hon''ble NCLT, Mumbai admitted the application filed by Axis Bank Limited against DVPL and ordered the
commencement of CIRP of DVPL and appointed an Interim Resolution Professional (IRP). However, an appeal was filed before the
Hon''ble National Company Law Appellate Tribunal ("NCLAT") by DVPL and the Hon''ble NCLAT vide its order dated 02 December 2024
has directed that no further steps shall be taken by the IRP in pursuance of the impugned order dated 19 November 2024 passed by
the Hon''ble NCLT (Refer note 52 of standalone financial statements). The Company has provided H/lakhs 140 towards impairment of
its investment for the year ended 31 March 2025, and the management believes that no additional provision/impairment is required
to be made as on 31 March 2025 and accordingly considers the net outstanding amount of H/lakhs 34,388.10, as at 31 March 2025 as
good and recoverable.

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 Company and one of the subsidiary company viz. Digital Ventures Private Limited (DVPL) had received notices from three lenders
for invocation of corporate guarantees and two of the lenders had also initiated Corporate Insolvency Resolution Process (CIRP) against
the Company (Corporate guarantor) and DVPL (Corporate guarantor/Corporate debtor) (Refer note 52 and 57 of standalone financial
statements). Further, the settlement agreement, which was entered by the Company, DVPL along with four trusts/entity with J.C.
Flowers during the previous year to settle the corporate guarantee obligation of the Company and DVPL, was terminated during the
year ended 31 March 2025 and accordingly the amount payable against the said corporate guarantee obligation as at 31 March 2025
is H 63,436.19 lakhs (Refer note 57 of standalone financial statements). The Company and DVPL alongwith four trusts/entity entered
into Supplemental Facilities Agreement with ACRE to pay the above amount of H 63,436.19 lakhs through various steps including
monetization of assets of DVPL along with four trusts/entity (Refer note 57 of standalone financial statements). Further, during the
quarter ended 31 March 2025, Axis Bank Limited entered into an assignment agreement dated 28 March 2025 with Assets Care &
Reconstruction Enterprise Limited (ACRE) assigning the total credit facility of H 13,008 lakhs (including interest) outstanding as at 20
March 2025 (H 13,021.19 lakhs as at 31 March 2025) in respect of financial facility granted by Axis Bank Limited to DVPL from time to

46 Going Concern (Contd..)

time along with all rights, benefit and obligations thereunder to ACRE (Refer note 52 of standalone financial statements). Also, the
current liabilities of the Company exceeded its current assets as at 31 March 2025 resulting in negative working capital. However, the
Company strongly believes that the total amounts payable to ACRE under the Supplemental Facilities Agreement will be settled through
various steps including monetisation of assets of DVPL alongwith four trusts/entity. Further, the Company''s business plan for the next
financial year, as approved by the Board of Directors, exhibits higher growth in revenues and profits thereby increasing operational
cash flows. Considering that the total amounts payable to ACRE under the Supplemental Facilities Agreement will be settled through
various steps including monetization of assets of DVPL along with four trusts/entity and also considering the Company''s business plan
for the next financial year, these standalone financial statements have been prepared on a going concern basis.

48 Employee Benefits

Disclosures as per Ind AS 19 - Employee Benefits are as follows:

A Defined Contribution Plans

Contribution to provident and other funds" is recognized as an expense in Note 28 "Employee benefit expenses" of the Standalone
Statement of Profit and Loss.

B Defined Benefit Plans

The present value of gratuity 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 obligation for leave benefits (non funded) is also recognised using the projected

11nit* rrprJif mpfhnrJ

Notes:

(a) The current service cost recognized as an expense is included in Note 28 ''Employee benefits expense'' as gratuity and
interest cost recognized as an expense is included in Note 29 ''Finance costs''. The remeasurement of the net defined
benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factors including supply and demand in the employment market. The above information
is certified by the Actuary.

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary
increase and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of
the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

48 Earnings per share (EPS)

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.

C Other long term benefits

The obligation for leave benefits (non funded) is also recognised using the projected unit credit method and accordingly the long
term paid absences have been valued. The leave encashment expense is included in Note 28 ''Employee benefits expense''.

v) Sprit Infrapower & Multiventures Private Limited has pledged its total investment in equity shares of Greatway Estates Private
Limited and further, Greatway Estates Private Limited has mortgaged its immovable property towards amount payable to Assets
Care & Reconstruction Enterprise Limited (ACRE) under the Supplemental Facilities Agreement referred in note 57(a) of the
standalone financial statements.

vi) For details of Corporate guarantees given by the Company on behalf of its wholly owned subsidiary viz Digital Ventures Private
Limited (DVPL), refer note 40(II)(iii) of the standalone financial statements.

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.

2) Foreign currency risk

The Company enters into transactions in currency other than its functional currency and is therefore exposed to
foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the
functional currency of that Company. The management has taken a position not to hedge this currency risk.

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate
fluctuations arise. Exchange rate exposures are not hedged considering the insignificant impact and period involved
on such exposure.

Foreign Currency sensitivity analysis

There are no foreign currency monetary assets and liabilities at balance sheet date.

3) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company''s receivables from customers, deposits and
loans given, investments and balances at bank.

The Company measures the expected credit loss of trade receivables and loans based on historical trend, industry
practices and the business environment in which the entity operates. Expected Credit Loss (ECL) is based on actual
credit loss experienced and past trends based on the historical data.

52 During the financial year 2021-22, one of the subsidiary company viz Digital Ventures Private Limited (DVPL) had defaulted in
repayment of loans taken from two Lenders. In this regard, one of the Lenders i.e Axis Bank Limited 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 the sanction letters. Further, during the financial year 2022-23, the Company had 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. Further, during the previous year, the Company (Corporate Guarantor)
and DVPL (Corporate Debtor) had received notices dated 21 December 2023 and 28 November 2023 respectively from Axis Bank
Limited, regarding filing of petitions under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency
Resolution Process (CIRP) of the Company and DVPL before the Hon''ble National Company Law Tribunal (NCLT), Mumbai, which was
pending for admission. Further on 19 November 2024, the Hon''ble NCLT, Mumbai admitted the application filed by Axis Bank Limited
against DVPL and ordered the commencement of CIRP of DVPL and appointed an Interim Resolution Professional (IRP). However, an
appeal was filed before the Hon''ble National Company Law Appellate Tribunal ("NCLAT") by DVPL and the Hon''ble NCLAT vide its order
dated 02 December 2024 directed that no further steps shall be taken by the IRP in pursuance of impugned order dated 19 November
2024 passed by the Hon''ble NCLT and that agreed cut back arrangement of 20% to continue with Axis Bank Limited. Further, Axis Bank
Limited entered into an assignment agreement dated 28 March 2025 with Assets Care & Reconstruction Enterprise Limited (ACRE)
assigning its total credit facility of H/lakhs 13,008 (including interest) outstanding as at 20 March 2025 (H/lakhs 13,021.19 as at 31 March
2025) in respect of financial facility granted by Axis Bank Limited to the Corporate Debtor from time to time along with all rights, benefit
and obligations thereunder to ACRE.

Pursuant to the Supplemental Facilities Agreement (Refer note 57 of the standalone financial statement above), entered by the
Company, DVPL along with four trusts/entity with ACRE, the management of the Company strongly believes that the above outstanding
credit facility of DVPL will be paid to ACRE through various steps including monetization of assets of DVPL along with four trusts/entity.
In view of above, management is of the opinion that no liability is required to be provided by the Company as at 31 March 2025.

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 a) Yes Bank Limited (YBL) vide its notices dated 2 August 2021 and 9 August 2021 addressed to the Company and its subsidiary,

viz Digital Ventures Private Limited (DVPL) respectively, had invoked their respective 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 44,962.56 lakhs (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
YBL 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, YBL vide its letters dated 30 December 2022 informed the Company and DVPL that it had 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 was H 52,254.63 lakhs (including interest and penal charges). Thereafter on
10 February 2023, the Hon''ble NCLT, Mumbai admitted the application filed by YBL against the Company and ordered
the commencement of the CIRP under the IBC. However, an appeal was filed before the Hon''ble National Company Law
Appellate Tribunal ("NCLAT") by the Company and the Hon''ble NCLAT vide its order dated 16 February 2023 set aside the
impugned order dated 10 February 2023 passed by the Hon''ble 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 Hon''ble NCLAT. On 29 March 2023, the Hon''ble Supreme Court allowed the SLP
and stayed the further proceedings of the Hon''ble NCLT. The matter is currently pending for hearing before the Hon''ble
Supreme Court. However, in respect of petition filed by J.C. Flowers under Section 7 of the IBC to initiate CIRP proceedings
against DVPL, the same was dismissed as withdrawn by the Hon''ble NCLT. Further, on August 7, 2023, the Company, DVPL
along with four trusts/entity entered into settlement agreement with J.C. Flowers to settle the above Corporate Guarantee
obligations with respect to loans borrowed by the said four trusts/entity. As per the terms of the settlement agreement,
Company, DVPL along with four trusts/entity had agreed to settle the above obligation for H 28,500 lakhs (to be paid jointly
and severally by Company, DVPL along with four trusts/entity) pursuant to which Corporate Guarantee obligations and other
securities created by Company and DVPL will be released by J.C. Flowers on receipt of the said settlement amount. The said
settlement agreement became effective during the quarter ended 31 March 2024 and accordingly, during the quarter ended
31 March 2024, the Company had provided H 28,573.12 lakhs including interest (net of H 400 lakhs paid by said trusts/entity)
towards Corporate Guarantee obligation as per the said settlement agreement and the same was shown as recoverable
from four trusts/entity as at 31 March 2024 under "other current financial assets". The timelines for payment of the said
settlement amount had time to time been extended by J.C. Flowers along with payment of applicable interest till 30 May
2024 and the Company/DVPL along with four trusts/entity further requested J.C. Flowers for extension of time till 30 June
2024 and 15 August 2024 for which confirmation from J.C. Flowers was awaited. However, the Company received letter
dated 11 October 2024 from J.C. Flowers intimating termination of the said settlement agreement and further informing
that all terms set out in the Financing document shall continue in full force and effect and all amounts paid under settlement
agreement shall be adjusted towards repayment of the outstanding credit facilities of four trusts/entity as if the settlement
agreement had never been executed.

Thereafter, J.C.Flowers and Assets Care & Reconstruction Enterprise Limited (ACRE) vide their respective communications
dated 31 October 2024 informed the Company that such outstanding credit facilities of four trusts/entity of H 62,481.28 lakhs
(as on 11 October 2024) have been assigned and transferred by J.C. Flowers to ACRE. In view of above, during the quarter/
half year ended 30 September 2024, the Company had provided further liability of H 36,712.34 lakhs (in addition to liability
already provided till 30 June 2024 of H 25,768.94 lakhs) and the corresponding amount was recoverable from four trusts/entity
and the total amount recoverable from four trusts/entity was H 66,303.83 lakhs (including amount recoverable of H 29,591.49
lakhs as at 30 June 2024) as at 30 September 2024. Further, vide Supplemental Facilities Agreement dated 15 November
2024, the Company, DVPL along with four trusts/entity and other entities forming part of the promoter and promoter group
have agreed upon certain additional conditions with ACRE in respect of the outstanding credit facilities availed by four
trusts/entity, the outstanding amount (including interest) of which is H 63,436.19 lakhs (net of H 2550 lakhs paid during the
year by the Company and four trusts/entity) as at 31 March 2025 and the total amount recoverable (including interest) from
four trusts/entity is H 69,458.74 lakhs (including amounts paid by the Company till 31 March 2025) as at 31 March 2025 and
the same is disclosed under "other current financial assets". In furtherance to the said Supplemental Facilities Agreement,
a few entities forming part of the promoter and promoter group have also created and extended security on their assets
(in addition to their security arrangement for their existing indebtedness with ACRE and existing security provided by the
Company, DVPL along with four trusts/entity) to the satisfaction of ACRE for abovementioned outstanding credit facilities.
Pursuant to the execution of the said Supplemental Facilities Agreement, the management strongly believes that the above
outstanding credit facilities of four trusts/entity will be paid to ACRE through various steps including monetization of assets

57 (Contd..)

of DVPL along with four trusts/entity and other security providers. In view of the above, management is of the opinion that
amount of H 69,458.74 lakhs receivable from four trusts/entity as at 31 March 2025 is good and recoverable.

b) The above amount payable to ACRE under the Supplemental Facilities Agreement is against pledge of Company''s investments
in MT Educare Limited and mortgage of land/ leasehold rights and structures built thereon of the schools located at Mumbai,
Patiala, Karnal, Bhatinda, Nagpur and Goa. It is further secured against all movable assets and current assets of all the
schools held by DVPL and four trusts/entity.

58 During the financial year 2022-23, the Hon''ble National Company Law Tribunal (NCLT) Mumbai, had admitted the application filed
by an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Company''s
subsidiary viz. MT Educare Limited (MTEL) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The Hon''ble NCLT
also appointed an Interim Resolution Professional (IRP) for the Corporate Debtor. An appeal was filed before the Hon''ble National
Company Law Appellate Tribunal ("NCLAT") and the Hon''ble NCLAT vide its order dated 6 January 2023 had stayed the constitution
of Committee of Creditors ("CoC"). There was continuation of stay on constitution of CoC by the Hon''ble NCLAT from time to time
till 2 June 2023 and final hearing was concluded on 2 June 2023 and the matter was reserved to order. Finally, the Hon''ble NCLAT
order was pronounced on 18 August 2023 whereby Appeal filed by Director Mr. Vipin Choudhry was dismissed. The said order
dated 18 August 2023 was served upon IRP on 21 August 2023 and IRP immediately constituted CoC. CoC at its meeting held on 29
December 2023, in terms of Section 22(2) of the IBC, resolved with the requisite voting share, to replace the IRP with Mr. Arihant
Nenawati as Resolution Professional (RP) which was confirmed by the Hon''ble NCLT in its order dated 22 January 2024. Further,
during the previous year ended 31 March 2024, the RP received intimation of interest from nine Resolution Applicants and finally
Resolution Plans were received from two of the Applicants and negotiations took place between CoC members and the applicants
on 06 May 2024. Until 31 December 2023, the Management''s intent was to revive MTEL by exercising the options available under
the IBC but considering appointment of CoC/RP and receipt of resolution plans from two applicants, the management decided not
to exercise options available under the IBC to revive MTEL and the Board of Directors of the Company in its meeting held on 28
May 2024 passed necessary resolution in this regard. In view of above, the Company can no longer exercise any right to control
the activities of MTEL and accordingly MTEL ceased to be a subsidiary w.e.f. 01January 2024.

59 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 fund from any person(s) or entity(is), 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.

60 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.

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

62 The Company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail
(edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software.
Further, there is no instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved as per the
statutory requirements for record retention.

63 Prior year comparatives

Mar 31, 2024

1. Non disposal undertaking given to banks for 51% shares held by the Company for loan taken by subsidiary Company viz Digital Ventures Private Limited.

2. 0.01 %, Compulsorily Convertible Debentures (CCD) of H 100 each fully paid up are compulsorily convertible into equity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment but not later than 10 years from the date of allotment.

3. During the previous year, Company had converted outstanding unsecured loan (including interest thereon) and receivables from Digital Ventures Private Limited (DVPL) into 0.01 %, Unsecured Unrated Unlisted Optionally Convertible Debentures (OCD) of H 10 each at par value amounting to H/lakhs 11,578.89 for non cash consideration, with the conversion tenure of 10 years at the option of the issuer or OCD holder to be excercised any time during the tenure and shall be convertible into Equity shares of H 10 each fully paid up at issue price of H 17.36 per Equity share, thus 1000 OCD of H 10 each shall be convertible into 576 Equity shares of H 10 each at premium of H 7.36 per share. Further any OCD not converted into Equity shares at the end of the tenure shall be redeemed at par value.

4. Investments in MT Educare Limited (MTEL) was fully impaired in previous year on account of commencement of Corporate Insolvency Resolution Process (CIRP) of MTEL. MTEL ceased to be subsidiary due to loss of control for the reasons fully explained in note 58 of the standalone financial statements and accordingly the said investment has been classified as carried at fair value through profit and loss. As the said investment is fully impaired due to CIRP, the fair value adjustment is not required.

b) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of H 1 each. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) The Company has not issued any bonus shares or shares issued for consideration other than cash or bought back equity shares during the five years preceding 31 March 2024.

f) Employees Stock Option Scheme (ESOP)

The Company had amended its Employee Stock Option scheme (ZLL ESOP 2010) to ZLL ESOP 2010- AMENDED 2015 to align the scheme with provisions of Companies Act 2013 and the SEBI (Share Based Employee Benefits) Regulations 2014 for issuance of upto 16,007,451 stock options (increased from 6,136,930) convertible into equivalent number of equity shares of H 1 each not exceeding the aggregate of 5% of the issued and paid up capital of the Company to the employees of the Company and its subsidiaries as amended in board resolution dated 30 September 2016 at the market price determined as per the Securities and Exchange Board Of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021. The said Scheme is administered by the Nomination and Remuneration Committee of the Board.

i) During the earlier years, the Company modified/repriced 82,70,157 outstanding (as on 31 Dec 2019) stock option granted (whether vested or not but yet to be exercised) to option grantees, in one or more tranches under the Employees Stock Option Scheme 2010 as amended in 2015 (hereinafter referred to as "Scheme"), exercisable into not more than 82,70,157 (as on 31 Dec 2019) fully paid-up equity shares of face value of H 1/- (Rupee one) each upon payment of the Exercise price ranging from H 18.70 to H 42.20 per option, as above to H 14.10 per option w.e.f 24 April 2020, and as a consequence thereof and as connected therewith, extend the exercise period by four years from the date of shareholders approval in Annual General Meeting held on 30 December 2020.

(i) Debentures

650 (650) 10.40% Rated, Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) of H 10.00 each fully paid up aggregating to H/lakhs 2,960.92(H/lakhs 2,667.17) [including interest of H/lakhs 409.82 (H/lakhs 116.07)], are issued for a period of 5 years and 3 months from the date of allotment as per original terms. The terms of the NCDs were revised w.e.f. 14 July 2020. As per the revised terms 650, 10.02% (revised coupon rate) NCDs of H/lakhs 6.85 (revised face value) were redeemable by

13 July 2022 in three instalments starting from 13 January 2021. Further, the terms of NCDs were revised again and accordingly were redeemable till 13 March 2023. During the previous year, the terms of NCDs were revised again and accordingly were now redeemable till 13 August 2023. However, the company has defaulted in redemption of debentures and payment of interest on such debentures during the previous year and current year. The overdue amount of debentures as at 31 March 2024 is H/lakhs 2,949.00 (H/lakhs 1,701.25) (including interest accrued), the details whereof are given in note viii and ix below. The NCDs are secured by first pari passu charge on all the fixed and current assets, all the rights, titles and interest to provide security cover of 1.1 times on outstanding amount.

(ii) Intercorporate deposits - Unsecured

The ICD carries interest @ 12.5% p.a. and is repayable on or before 05 April 2029.

(iii) The Company had taken secured loan of H/lakhs 3,500.00 lakhs and overdraft facility of H/lakhs 1,900.00 lakhs vide credit facility sanction letter dated 18 July 2017 (together referred as credit facilities) from Abu Dhabi Commercial Bank (ADCB). Further, 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. Furthermore, during earlier years, the Company had defaulted in repayment of the credit facilities including interest to DCB. However, during the previous year, DCB issued No Dues Certificate to the Company and also satisfied the charges on the said outstanding credit facilities. In view of above, the said credit facilities were classified as unsecured as at 31 March 2023 and the Company had provided interest (including penal interest) on outstanding term loan and overdraft facility till 31 March 2023. During the year ended 31 March 2024, the Company has taken an expert opinion on the above matter and considering the same the Company is of the view that no interest provision on the said credit facilities is required to be made till the time the Company can ascertain any liability arising out of the said Deed of Assignment and Subrogation Agreement. In view of above, the Company has not provided any interest on the said credit facilities w.e.f. 01 April 2023 and continued to show the outstanding amounts in respect of said credit facilities as at 31 March 2024 as unsecured current borrowings.

(iv) Overdraft facility from banks of H/lakhs 1,378.73 (H/lakhs 2,380.15) 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 Nil (H/lakhs 3.39) was secured against hypothecation of respective vehicle. The rate of interest was 8.92% p.a. This loan was fully repaid during the year.

(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 bank.

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

33 During the financial year 2021-22, 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 financial year 2022-23, the Company had 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.

Further, during the year, the Company (Corporate Guarantor) and DVPL (Corporate Debtor) have received notices dated 21 December 2023 (received on 23 December 2023) and 28 November 2023 (received on 2 December 2023) respectively, regarding filing of petitions under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process (CIRP) of the Company (as corporate guarantor) and DVPL (as corporate debtor) before the Hon''ble National Company Law Tribunal (NCLT), Mumbai which is pending for admission.

Since DVPL has been repaying its loan through an agreed mechanism as per discussion with the lenders and further the CIRP matter of the Company and DVPL is pending for admission before the Hon''ble NCLT, the Company is of the opinion that no liability is required to be provided as at 31 March 2024.

(i) Amount represents the best possible estimates. The Company has engaged reputed professionals to protect its interest and has been advised that it has firm legal position against such disputes.

(ii) The company has received legal notices of claims/law suits filed against it relating to other matters. In the opinion of the management, no material liability is likely to arrive on account of such claims/law suits.

B) The Company has withdrawn the merger with Tree House Education and Accessories Limited (THEAL) and has reserved its rights for suitable actions against adverse allegations by THEAL. The company has received and filed legal notices of claims. The management is of the view that no material liability is likely to arrive on account of these claims.

36 Capital and other commitments

a) Estimated amount of contracts remaining to be executed on capital account as at 31 March 2024 is H/lakhs 32.36(Nil).

b) Non disposal undertaking given to banks for 51% shares held by the Company in Digital Ventures Private Limited for loan taken by subsidiary Company.

a) Mr. Ritesh Handa had resigned from the position of Chief Executive Officer and Whole Time director with effect from 16 February 2023.

b) Mr. Manish Rastogi is appointed as Chief Executive Officer with effect from 24 February 2023 and Whole-Time Director with effect from 22 March 2023.

c) Excludes leave encashment and gratuity is provided in the books on the basis of actuarial valuation on an overall Company level.

The loans have been given for general business purpose of respective companies and carry interest @ 12.5% p.a. The above figures are including interest accrued. However, considering the financial and cash flow position of DVPL, the Board of Directors of the Company during the year has approved to waive interest on loan given to DVPL for the period 1 April 2023 to 31 March 2024 and accordingly interest has not been charged to DVPL for the said period.

The loan have been given for general business purpose of respective companies and carry interest @12.5% p.a. The above figures include interest accrued. However, considering the financial and cash flow position of DVPL, the Board of Directors of the Company during the year has approved to waive interest on loan given to DVPL for the period 1 April 2023 to 31 March 2024 and accordingly interest has not been charged to DVPL for the said period.

ii) Investments made

There are no investments made during the year except those mentioned in Note 7 and Note 14.

iii) Securities given

The Company has given securities of H/lakhs 5406.51 (H/lakhs 5406.51) for loan taken by wholly owned subsidiary - Digital Ventures Private Limited.

41 Dividend

No Dividend on equity shares is paid or proposed by the Board of Directors for the year ended 31 March 2024.

E Management expect that 100 % of the transaction price allocated to the unsatisfied contracts as of 31 March 2024 H/lakhs 5,852.87 will be recognised as revenue during the year ended 31 March 2025.

43 Exceptional item

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 45,110.21, loan and receivables of H/lakhs 11,377.05 aggregating to H/lakhs 56,487.26 as at 31 March 2024. Considering 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, the Company during the previous year, out of abundant caution and prudent accounting practices, had provided H/lakhs 10,855.01 towards impairment of its investments (including redemption premium) in DVPL and the same was disclosed as an "Exceptional item" in the standalone financials statements for the year ended 31 March 2023. The Company considers the net outstanding amounts of H/lakhs 34,560.21 (after impairment of H/lakhs 21,927.05) as at 31 March 2024 as good and recoverable.

ii During the previous year, the Hon''ble National Company Law Tribunal (NCLT) Mumbai, had admitted the application filed by an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Company''s subsidiary viz. MT Educare Limited (MTEL) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The Hon''ble NCLT also appointed an Interim Resolution Professional (IRP) for MTEL (Corporate Debtor). However, during the previous year, an appeal was filed before the Hon''ble National Company Law Appellate Tribunal ("NCLAT") and the Hon''ble NCLAT vide its order dated 6 January 2023 had 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, had provided H/lakhs 27,812.22 towards impairment of its investments in MTEL and the same was shown as an Exceptional Item during the year ended 31 March 2023.

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 Company and one of the subsidiary company viz. Digital Ventures Private Limited (DVPL) had received notices from three lenders for invocation of corporate guarantees and two of the lenders had also initiated Corporate Insolvency Resolution Process (CIRP) against the Company (Corporate guarantor) and DVPL (Corporate guarantor/Corporate debtor) (Refer note 33 and 57 of standalone financial statement). Further, a settlement agreement was entered during the year to settle the corporate guarantee obligations of the Company and DVPL for an amount of H/lakhs 28,500 and the same is provided for during the quarter/year ended 31 March 2024 (Refer note 57). Also the current liabilities of the Company exceeded its current assets as at 31 March 2024 resulting in negative working capital. In order to repay the above settlement amount, the Board of Directors of the Company has approved raising of debt. Further, the Company''s business plan for the next financial year, as approved by the Board of Directors, exhibits higher growth in revenues and profits thereby increasing operational cash flows. The Company believes that the above debt funding plan in addition to the business plan for the next financial year will enable to settle its liabilities as they fall due, and accordingly, these standalone financial statements have been prepared on a going concern basis.

48 Employee Benefits

Disclosures as per Ind AS 19 - Employee Benefits are as follows:

A Defined Contribution Plans

Contribution to provident and other funds" is recognized as an expense in Note 28 "Employee benefit expenses" of the Standalone Statement of Profit and Loss.

B Defined Benefit Plans

The present value of gratuity 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 obligation for leave benefits (non funded) is also recognised using the projected unit credit method.

(a) The current service cost recognized as an expense is included in Note 28 ''Employee benefits expense'' as gratuity. The remeasurement of the net defined benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the Actuary.

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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.

C Other long term benefits

The obligation for leave benefits (non funded) is also recognised using the projected unit credit method and accordingly the long term paid absences have been valued. The leave encashment expense is included in Note 28 ''Employee benefits expense''.

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

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company''s profit/(loss) before tax is affected through the impact of change in interest rate of borrowings, as follows:

2) Foreign currency risk

The Company enters into transactions in currency other than its functional currency and is therefore exposed to foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the functional currency of that Company. The management has taken a position not to hedge this currency risk.

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.

Foreign Currency sensitivity analysis

There are no foreign currency monetary assets and liabilities at balance sheet date.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, deposits and loans given, investments and balances at bank.

The Company measures the expected credit loss of trade receivables and loans based on historical trend, industry practices and the business environment in which the entity operates. Expected Credit Loss (ECL) is based on actual credit loss experienced and past trends based on the historical data.

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 current investment provides adequate liquidity in short terms as well as in the long term.

(ii) Capital management

For the purpose of the Company'' s capital management, capital includes issued capital and all other equity reserves. The Company manages its capital structure to ensure that it will be able to continue as a going concern while maximising the return to the stakeholders.

The management assessed that cash and cash equivalents and bank balances, trade receivables, other financial assets, certain investments, trade payables and other current liabilities approximate their fair value largely due to the short-term maturities of these instruments. Difference between carrying amount and fair value of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the year presented.

(iv) Fair value hierarchy

All other financial assets and liabilities at amortised cost are in level 3 of fair value hierarchy and have been considered at carrying amount.

The fair values of the financial assets and financial liabilities included in the level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

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 (YBL) vide its notices dated 2 August 2021 and 9 August 2021 addressed to the Company and its subsidiary, viz Digital Ventures Private Limited (DVPL) respectively, had invoked their respective 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 31July 2021). Also, the Company and DVPL received notices dated 22 April 2022 and 01 December 2022 respectively, regarding filing of petitions by YBL 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, YBL vide its letters dated 30 December 2022 informed the Company and DVPL that it had 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 was H/lakhs 52,254.63 (including interest and penal charges). Thereafter on 10 February 2023, the Hon''ble NCLT, Mumbai admitted the application filed by YBL 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 Hon''ble NCLAT vide its order dated 16 February 2023 set aside the impugned order dated 10 February 2023 passed by the Hon''ble 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 Hon''ble NCLAT. On 29 March 2023, the Hon''ble Supreme Court allowed the SLP and stayed the further proceedings of the Hon''ble NCLT. The matter is currently pending for hearing before the Hon''ble Supreme Court. However in respect of petition filed by JC Flowers under Section 7 of the IBC to initiate CIRP proceedings against DVPL, the same has been dismissed as withdrawn by the Hon''ble NCLT. Further, on August 7, 2023, the Company, DVPL along with four trusts/entity entered into settlement agreement with J.C Flowers to settle obligations with respect to loans borrowed by the said four trusts/entity. As per the terms of the settlement agreement, Company, DVPL along with four trusts/entity have agreed to settle the above obligation for H/lakhs 28,500 (to be paid jointly and severally by Company, DVPL along with four trusts/entity) pursuant to which Corporate Guarantee obligations and other securities pledged by Company and DVPL will be released by JC Flowers on receipt of the said settlement amount. The said settlement agreement became effective during the quarter/year ended 31 March 2024, and the timelines for payment of the said settlement amount have time to time been extended by JC Flowers along with payment of applicable interest and the latest extension is given till 30 May 2024. The Company, DVPL

and four trusts/entity have requested JC Flowers for further extension of time till 30 June 2024, against which confirmation from JC Flowers is awaited. Accordingly, during the quarter/year ended 31 March 2024, the Company has provided H/lakhs 28,573.12 including interest (net of H/lakhs 400 paid by said trusts/entity) towards Corporate Guarantee obligation as per the said settlement agreement and the same amount has been shown as recoverable from four trusts/entity as at 31 March 2024 under "other current financial assets". Further, out of the above liability of H/lakhs 28,573.12, the Company has made payment of H/lakhs 2,322.55 till 31 March 2024 and subsequent to the year ended 31 March 2024 made further payment of H/lakhs 1,500.

58 During the previous year, the Hon''ble National Company Law Tribunal (NCLT) Mumbai, had admitted the application filed by an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Company''s subsidiary viz. MT Educare Limited (MTEL) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The Hon''ble NCLT also appointed an Interim Resolution Professional (IRP) for MTEL (Corporate Debtor). However, during the previous year, an appeal was filed before the Hon''ble National Company Law Appellate Tribunal ("NCLAT") and the Hon''ble NCLAT vide its order dated 6 January 2023 had stayed the constitution of Committee of Creditors ("CoC"). There was continuation of stay on constitution of CoC by the Hon''ble NCLAT from time to time till 2 June 2023 and final hearing was concluded on 2 June 2023 and the matter was reserved to order. Finally, the Hon''ble NCLAT order was pronounced on 18 August 2023 whereby Appeal filed by Director Mr. Vipin Choudhry was dismissed. The said order dated 18 August 2023 was served upon IRP on 21 August 2023 and IRP immediately constituted CoC. CoC at its meeting held on 29 December 2023, in terms of Section 22(2) of the IBC, resolved with the requisite voting share, to replace the IRP with Mr. Arihant Nenawati as Resolution Professional (RP) which was confirmed by the Hon''ble NCLT in its order dated 22 January 2024. Further, the RP received intimation of interest from nine Resolution Applicants and finally Resolution Plans were received from two of the Applicants and negotiations took place between CoC members and the applicants on 06 May 2024. Until 31 December 2023, the Management''s intent was to revive MTEL by exercising the options available under the IBC but considering appointment of CoC/RP and receipt of resolution plans from two applicants, the management decided not to exercise options available under the IBC to revive MTEL and the Board of Directors of the Company in its meeting held on 28 May 2024 passed necessary resolution in this regard. In view of above, the Company can no longer exercise any right to control the activities of MTEL and accordingly MTEL ceased to be a subsidiary w.e.f. 01January 2024.

59 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 fund 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.

60 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.

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

62 The Company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there is no instance of audit trail feature being tampered with.

63 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.

---

Mar 31, 2023

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.

---

Mar 31, 2018

1 Corporate Information

Zee Learn Limited (“the Company”) was incorporated in State of Maharashtra on 4 January, 2010. The Company is one of the most diversified premium education companies which delivers learning solutions and training through its multiple products viz. Kidzee, Mount Litera Zee Schools, Mount Litera World Preschool, Zee Institute of Media Arts (ZIMA), Zee Institute of Creative Arts (ZICA) and E - Learning Online Education and Testing.

(All the above securities are fully paid up)

1 Non disposal undertaking for 51% shares held by the Company for loan taken by subsidiary Company viz Digital Ventures Private Limited

2 0.01 %, Compulsorily Convertible Debentures (CCD) of Rs. 100 each fully paid up are compulsorily convertible into equity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment but not later than 10 years from the date of allotment.

3 During the year, 0.01% Compulsory Convertible Debentures (CCDs) with face value of Rs. 100/- each was converted into 0.01% Optionally Convertible Debentures (OCDs) aggregating to Rs. 30,00,00,000/- which was passed in the Extra ordinary general meeting of the wholly owned subsidiary held on 26 March 2018. The said OCD can be converted at any time after the allotment at the option of the company or can either be redeemed based on the request of the company. All the OCD’s have been redeemed during the year.

*As per regulation 22(2A) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Subscription Shares i.e. 3,19,64,200 equity shares having face value of Rs. 10 each at a price of Rs. 62.57 (including a premium of Rs. 52.57/-) each of MT Educare Limited subscribed by the company on a preferential allotment basis has kept in an escrow account.

The company shall not be able to exercise its voting rights in relation to the Subscription Shares until the completion of the proposed open offer

b) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 1 each. Each holder of equity shares is entitled to one vote per share , except the holders of global depository receipts (GDR’s) do not have voting rights in respect of the equity shares represented by the GDRs till the shares are held by custodian. However holder of global depository receipts (GDR’s) was unvested into underlying equity shares of the company w.e.f. 15 January 2018. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per the records of the Company, including its register of shareholders / members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

e) Employees Stock Option Scheme (ESOP)

The Company has amended its Employee Stock Option scheme (ZLL ESOP 2010) to ZLL ESOP 2010- AMENDED 2015 to align the scheme with provisions of Companies Act 2013 and the SEBI (Shared Bases Employee Benefits) Regulations 2014 for issuance of upto 16,007,451 stock options (increased from 6,136,390) convertible into equivalent number of equity shares of Rs. 1 each not exceeding the aggregate of 5% of the issued and paid up capital of the Company to the employees of the Company and its susbsidiary viz Digital Ventures Private Limited as amended in board resolution dated 30 September 2016 at the market price determined as per the SEBI (Shared Bases Employee Benefits) Regulations 2014. The said Scheme is administered by the Nomination and Remuneration Committee of the Board.

Notes:

(i) The weighted average share price at the date of exercise of options exercised during the year ended 31 March 2018 was Rs. 32.23 (31 March 2017: Rs. 30.10).

(ii) Forfeited on account of non-market performance vesting condition not achieved.

(iii) Forfeited on account of employee resigned without exercising.

1) Debenture redemption reserve is created out of the profits which is available for payment of dividend for the purpose of redemption of debentures.

2) Securities premium is used to record premium on issue of shares. The reserve is utilised in accordance with the provisions of Companies Act, 2013.

3) Share Based Payment Reserve is related to share options granted by the Company to its employee under its employee share option plan.

4) General reserve is used from time to time transfer profits from retained earnings for appropriation purposes. General reserve includes Rs./Lakhs 8,881.25 (2017-8,881.25) (2016-8,881.25) pursuant to the scheme of Amalgamation, sanctioned by the Hon’ble High Court of Bombay and shall not be used for the purpose of declaring dividend.

5) Retained earnings represent the accumulated earnings net of losses if any, made by the Company over the years.

(i) Debentures

650 (2017-650), (2016-650) 10.40% Rated, Unlisted, Secured, Redeemable Non- Convertible Debentures of Rs. 10.00 Lakhs each fully paid up aggregating to Rs./lakhs 6,500.00, are issued for a period of 5 years and 3 months from the date of allotment. Debentures will be redeemed on July 8, 2020 in single tranche. The debentures are secured by first pari passu charge on all the fixed and current assets, all the rights, titles and interests to provide security cover of 1.1 times on outstanding amount and DSRA Undertaking by a related party.

(ii) Intercorporate deposits - Unsecured

The loan carries Interest @12.5% p.a and is repayable on demand.

(iii) Term loans from banks

a) Term loan from bank Nil (2017-’/lakhs 3,640.00) (2016- Rs./lakhs 4,680.00) is secured by first pari passu charge on all the movable assets (including current assets, loans and advances) of the Company and lien over debt service reserve account .The loan is further secured by way of securities and corporate guarantee provided by related parties. The loan carries interest over lenders base rate plus 1.1% and is repayable in 12 half yearly installments beginning from 30 June, 2014. The same has been repaid during the year

b) Term loan from bank 3,500.00 Rs./lakhs (2017-’/lakhs Nil) (2016- Rs./lakhs Nil) is secured by way of first ranking charge 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 1 months interest to be maintained upfront and one immediate installment to maintained one month prior to its schedule payment. The loan carries interest of 9.4% and its repayable 12 quarterly installments beginning from financial year 2018-19.

b) The Company had entered into and executed third party warehousing arrangement for materials/ study materials with a service provider. There was a dispute with the service provider for the service and Company has issued termination letter giving 3 months notice as per terms of the contract. However, the service provider stopped rendering the services during the notice period and has taken custody of the study materials. The Company has filed a case in Honorable High Court against the service provider in order to take the materials/ study materials through court process. Company was successful in getting a favorable order from Honorable High Court and obtained the custody of materials/study materials through court process, during March 2015. Further, the Company has filed a claim for damage and the matter is under arbitration.

c) The Company has withdrawn the merger with Tree House Education and Accessories Limited (THEAL) and has reserved its rights for suitable actions against adverse allegations by THEAL.

2 Capital and other commitments

a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is Rs./lakhs 31.05 (Rs./lakhs 2017- 0.87) (Rs./lakhs 2016 - 10.43)

b) Non disposal undertaking for 51% shares held by the Company in Digital Ventures Private Limited for loan taken by subsidiary Company.

3 Managerial remuneration

Remuneration paid or provided in accordance with Section 197 of the Companies Act, 2013 to Executive Director and Manager, included in Note 25 “Employee benefits expense” is as under :

Notes :

a) Executive Director remuneration constitutes only the value of perquisite calculated upon exercise of ESOPs during the year.

b) Mr. Umesh Pradhan, Chief Financial Officer, has been reappointed with effect from 1 April 2016, as Manager of the company without any remuneration. He draws salary from the company as the CFO and not as the Manager.

4 Micro, small and medium enterprises

The Company has due to one party related to Micro, Small and Medium enterprises as at 31 March 2018 i.e. Rs./lakhs 152.81 (2017-Nil) (2016-Nil), on the basis of information provided by the parties and available on record. Further, there is no interest paid / payable to Micro, Small and Medium enterprises during the year.

iv) Securities given

The Company has given securities of Rs./lakhs 5406.51, (2017- 5406.51), (2016- 5406.51) for loan taken by wholly owned subsidiary.

5 On 28 June 2015, a fire occurred in one of the warehouses of the Company at Bhiwandi, Mumbai and the inventory of educational material lying at the said warehouse, amounting to Rs./lakhs 1,416.61 got completely destroyed. As per the initial settlement of the claim by the insurance company, the difference in loss claimed and the actual claim determined amounting to Rs./lakhs 941.63 is shown in Statement of Profit and Loss during the previous year 31 March 2017. The claim recoverable of Rs./lakhs 474.98 has been recovered during the year.

6 Dividend

Dividend on equity shares is approved by the Board of Directors in their meeting held on 07 May 2018, and is subject to approval of shareholders at the annual general meeting and hence not recognised as a liability (including DDT thereon). Appropriation of dividend is done in the financial statements post approval by the shareholders. Final dividend on equity shares for the year ended on 2018: Rs. 0.1 per equity share (2017 : 0.1*) which aggregates to Rs./lakhs 392.25 (2017 - 388.18).

* Interim and final dividend

7 Acquisition

The company has kept Rs. 136 lakhs in MT Educare Escrow Account towards Open Offer shown under Note 14 “Cash and Bank Balance” under other balances with bank. The company transferred Rs. 20,000 lakhs on 27 March 2018 which is shown in the Note 7 “Other Financial Assets” for preferential allotment of 31,964,200 equity shares having face value of Rs. 10/- each at the price of Rs. 62.57/- each (including a premium of Rs. 52.57/-) for MT Educare Limited and these shares kept in escrow account. Pending proposed open offer, the company will not be able to exercise its voting rights in relation to the subscription shares. In view of this, as per Ind AS 28, the group has not done accounting of investment in MT Educare Limited as an associate.

8 Corporate social responsibility - (CSR)

As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company is required to spend Rs./lakhs 16.50 (2017 - 16.00) for the year against which Rs./lakhs 16.50 (2017 - 16.00) has been spent on activities specified in Schedule VII of the Companies Act, 2013.

9 Segment information

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

10 Employee Benefits

The Disclosures as per Ind AS 19 - Employee Benefits is as follows:

A Defined Contribution Plans

Contribution to provident and other funds is recognised as an expense in Note 25 “Employee benefit expenses” of the Statement of Profit and Loss B Defined Benefit Plans

The present value of gratuity 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 obligation for leave benefits (non funded) is also recognised using the projected unit credit method.

VII. Sensitivity Analysis

The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following table summarises the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 100 basis points

Notes:

(a) The current service cost recognised as an expense is included in Note 25 ‘Employee benefits expense’ as gratuity. The remeasurement of the net defined benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the Actuary.

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

C Other long term benefits

The obligation for leave benefits (non funded) is also recognised using the projected unit credit method and accordingly the long term paid absences have been valued. The leave encashment expense is included in Note 25 ‘Employee benefits expense’.

11 Related party transactions

(i) List of parties where control exists Subsidiary company-wholly owned

Digital Ventures Private Limited

Academia Edificio Private Limited (Incorporated on 14 January 2016)

Liberium Global Resources Private Limited (Incorporated on 27 March 2017)

(ii) Other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Asian Satellite Broadcast Private Limited, Direct Media Distribution Ventures Private Limited, Diligent Media Corporation Limited, Digital Satellite Holdings Private Limited, Essel Business Excellence Services Private Limited, Pan India Network Infravest Private Limited, Taleem Research Foundation, Pri-Media Services Private Limited, Zee Entertainment Enterprises Limited, Dr Subhash Chandra Foundation, Essel Infra Projects Private Limited, Essel Corporate Resources Private Limited.

12 Financial instruments

(i) Financial risk management objective and policies

The Company’s principal financial liabilities, comprise loans and borrowings, trade advances, deposits and other payables. 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, and cash and cash equivalents 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, and 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 loan from banks. compulsorily convertible Debentures and Intercorporate deposits carries fixed coupon rate and hence is not considered for calculation of interest rate sensitivity of the company.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact of change in interest rate of borrowings, as follows:

2) Foreign currency risk

The Company enters into transactions in currency other than its functional currency and is therefore exposed to foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the functional currency of that Company. The management has taken a position not to hedge this currency risk.

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.

Foreign Currency sensitivity analysis

The following table demonstrates the sensitivity to a 10% increase / decrease in foreign currencies with all other variable held constant. The below impact on the Company’s profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date.

3) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, deposits and loans given, investments and balances at bank. The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. Expected Credit Loss is based on actual credit loss experienced and past trends based on the historical data.

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 investment in liquid mutual fund units and non convertible debentures.

b) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company’s principal source of liquidity are 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 current investment provides adequate liquidity in short terms as well in the long term.

(ii) Capital management

For the purpose of the Company’ s capital management, capital includes issued capital and all other equity reserves. The Company manages its capital structure to ensure that it will be able to continue as a going concern while maximising the return to the stakeholders.

The management assessed that cash and cash equivalents and bank balances, trade receivables, other financial assets, certain investments, trade payables and other current liabilities approximate their fair value largely due to the short-term maturities of these instruments. Difference between carrying amount and fair value of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the year presented.

(iv) Fair value hierarchy

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities.

Investments measured at fair value are tabulated above. All other financial assets and liabilities at fair value are in Level 1 of fair value hierarchy.

The fair values of the financial assets and financial liabilities included in the level 1 categories above have been determined in accordance with quoted in active market

13 First Time Adoption of Ind AS

These financial statements, for the year ended 31 March 2018, are the first, the Company has prepared in accordance with Ind AS. For the period up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP).

Accordingly, the Company has prepared its financial statements to comply with Ind AS for the year ended 31 March 2018, together with comparative data as at and for the year ended 31 March, 2017, as described in the summary of significant accounting policies. In preparing its financial statements, the Company’s opening balance sheet was prepared as at 1 April 2016, the Company’s date of transition. The notes explains the principal adjustments made by the Company in restating its Previous GAAP financial statements, including the balance sheet as at 1 April, 2016 and the financial statements as at and for the year ended 31 March 2017.

1 Exemptions

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

a) Deemed cost option

The Company has opted to continue with the carrying value for all of its Property, plant and equipment as recognised in its previous GAAP financial statements as deemed cost at the transition date.

b) Business Combination

The Company has elected to apply Ind AS 103 Business Combinations prospectively from 1 April, 2016.

c) Investments in equity instruments

An entity may make an irrevocable election at initial recognition of a financial asset to present subsequent changes in the fair value of an investment in an equity instrument in profit and loss or other comprehensive income. Ind AS 101 allows such designation of previously recognised financial assets, as ‘Fair value through profit and loss or other comprehensive income’.

The Company has accordingly designated certain equity instruments as at 1 April 2016 as fair value through profit and loss or other comprehensive income.

2 Exceptions

The following are the mandatory exceptions that have been applied in accordance with Ind AS 101 in preparing financial statements:

a) Estimates

The estimates at 1 April, 2016 and at 31 March, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences, if any, in accounting policies) apart from the following items where application of Previous GAAP did not require estimation:

i. Impairment of financial assets based on expected credit loss model

The estimates used by the Company to present amounts in accordance with Ind AS reflects conditions as at the transition date and as on 31 March 2016.

b) Derecognition of financial assets and financial liabilities

The Company has elected to apply the derecognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

c) Classification and measurement of financial assets

The Company has classified financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.

3 Reconciliations between Previous GAAP and Ind AS

The following reconciliations provides the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101

a Balance Sheet and equity Reconciliation

b Profit and Loss and Other comprehensive income reconciliation

c Adjustment to Statement of Cash Flows

d Total equity reconciliation

e Total comprehensive income reconciliation

Explanations for reconciliation of Balance Sheet and Statement of Profit and loss and other Comprehensive income as previously reported under IGAAP to Ind AS

I Share Based Payments

Under Indian GAAR the company recognised only the intrinsic value for the long-term incentive plan as an expense. As per Ind AS requires the fair value of the share options to be determined using an appropriate pricing model recognised over the vesting period.

II Deposits

Under Indian GAAP the company accounted for deposits received / given at transaction value. As Per Ind AS, the company has discounted the lease deposit to consider wherever the fair value is different from the the market.

III Financial guarantee obligation

The Company has issued the financial guarantee on behalf of its subsidiaries for the borrowings taken by them. The company has recognised financial guarantee obligation at fair value with corresponding debit as investment in subsidiary. Subsequently guarantee obligation is amortised as other income.

IV Borrowings

Under Indian GAAP transaction costs incurred in connection with borrowings were charged to statement of profit and loss. Under Ind AS, borrowings are recorded initially at fair value less transaction cost and are subsequently measured at amortised cost as per Effective Interest Rate (EIR) method.

V Remeasurements of defined benefit plans

Under the Indian GAAP remeasurements i.e. actuarial gains and losses on the net defined benefit liability were recognised in the statement of profit and loss. Under Ind AS-19 Employee Benefits, actuarial gains and losses are recognised in other comprehensive income and not reclassified to statement of profit and loss.

VI Tax adjustments

Tax adjustments include deferred tax impact on account of differences between Indian GAAP and Ind AS.

14 Prior year comparatives

Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classifications / disclosures.

---

Mar 31, 2017

1. Operating leases:

The Company has taken office and residential facilities under cancellable/non-cancellable lease agreements that are renewable on a periodic basis at the option of both the Lessor and the Lessee. The initial tenure of the lease generally is for 11 months to 60 months.

Notes :

a) Salary and allowances include basic salary, house rent allowance, leave travel allowance and performance bonus but excluding leave encashment and gratuity provided on the basis of actuarial valuation.

b) Executive Director remuneration constitutes only the value of perquisite calculated upon exercise of ESOPs during the year.

c) Mr. Umesh Pradhan, Chief Financial Officer, has been reappointed with effect from 01 April 2016, as Manager of the Company without any remuneration. He draws salary from the company as the CFO and not as the Manager.

2. Related party transactions (I) List of parties where control exists Subsidiary company-wholly owned

Digital Ventures Private Limited Academia Edificio Private Limited

Liberium Global Resources Private Limited (Incorporated on 27 March 2017)

(ii) Other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Asian Satellite Broadcast Private Limited, Diligent Media Corporation Limited, Essel Business Excellence Services Private Limited, Himgiri Zee University, Pan India Network Infravest Private Limited, Pri-Media Services Private Limited, Taleem Research Foundation, Zee Entertainment Enterprises Limited, Dr Subhash Chandra Foundation.

Note: 1) Details of remuneration to Director are disclosed in Note 27.

2) During the year, 846,214 stock options granted to Executive Director of the Company.

3. (a) Disclosures as required by Schedule V (A) (2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

(iii) Securities given

The Company has given securities of Rs,/Lakhs 5,406.51 (Rs,/Lakhs 5,406.51) for loan taken by wholly owned Subsidiary-Digital Ventures Private Limited

(iv) Investments made

There are no investments made during the year except those mentioned in Note 11 and Note 15

* does not include Interest amount, as interest rate has not been adjudicated by court.

(b) Litigations

The Company had entered into and executed third party warehousing arrangement for materials/ study materials with a service provider. During the previous year, there was a dispute with the service provider for the service and Company had issued termination letter giving 3 months notice as per terms of the contract. However, the service provider stopped rendering the services during the notice period and had taken custody of the study materials. The Company had filed a case in Honourable High Court against the service provider in order to take the materials/ study materials through court process. Company was successful in getting a favorable order from Honourable High Court and obtained the custody of materials/study materials through court process, during March. Further, the Company had filed a claim for damage and the matter is under arbitration.

(c) The Company has withdrawn the merger with Tree House Education and Accessories Limited (THEAL) and has reserved its rights for suitable actions against adverse allegations by THEAL.

4. Capital and other commitments/undertakings

(a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is Rs,/lakhs 0.87 (Rs,/lakhs 10.43)

(b) Non disposal undertaking for 51% shares held by the Company in Digital Ventures Private Limited for loan taken by Wholly owned subsidiary Company.

5. Micro, small and medium enterprises

The Company has no dues to Micro, Small and Medium enterprises during the year ended 31 March 2017, on the basis of information provided by the parties and available on record.

6. On 28 June 2015, a fire occurred in one of the warehouses of the Company at Bhiwandi, Mumbai and the inventory of educational material lying at the said warehouse, amounting to Rs,/Lakhs1,416.61 lacs got completely destroyed. As per the initial settlement of the claim by the insurance company, the difference of Rs,/lakhs 941.63 loss claimed and the actual claim determined is shown in Statement of Profit and Loss during the year.

7. As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company is required to spend Rs,/lakhs 16.00 for the year against which Rs,/lakhs 16.00 has been spent on activities specified in Schedule VII of the Companies Act, 2013.

8. The Company has presented segment information on the basis of the Consolidated Financial Statements as permitted by Accounting Standard - 17.

---

Mar 31, 2016

b) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 1 each. Each holder of equity shares is entitled to one vote per share , however the holders of global depository receipts (GDR''s) do not have voting rights in respect of the equity shares represented by the GDRs till the shares are held by custodian. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c) The Company has not issued any bonus shares or bought back equity shares during the five years preceding 31 March, 2016. Details of aggregate number of shares issued for consideration other than cash during the five years preceding 31 March, 2016 is as under:

e) Employees Stock Option Scheme (ESOP):

The Company has amended its Employee Stock Option scheme (ZLL ESOP 2010) to ZLL ESOP 2010- AMENDED 2015 to align the scheme with provisions of Companies Act 2013 and the SEBI (Share Based Employee Benefits) Regulations 2014 for issuance of upto 16,007,451 stock options (increased from 6,136,390) convertible into equivalent number of equity shares of '' 1 each not exceeding the aggregate of 5% of the issued and paid up capital of the Company to the employees of the Company at the market price determined as per the SEBI (Share Based Employee Benefits) Regulations 2014. The said Scheme is administered by the Nomination and Remuneration Committee of the Board.

During the year the Company issued 6,402,980 (1,961,750) stock options. The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. The options granted vests in the ratio of 50:35:15 at the expiry of one, two and three years from the date of grant and once vested, these would be exercisable at any time within a period of four years and the equity shares arising on exercise of options shall not be subject to any lock in. Upon exercise of553,158 (669,453) options, equivalent number of equity shares were issued and allotted during the year.

The options were granted to the employees at an exercise price, being the latest market price as per the SEBI (ESOS) Guidelines 1999. In view of this, there being no intrinsic value on the date of the grant (being the excess of market price of share under the Scheme over the exercise price of the option), the Company is not required to account the accounting value of options as per the SEBI guidelines.

a) 650 (Nil), 10.40% Rated, Unlisted, Secured, Redeemable Non- Convertible Debentures of Rs, lakhs 10 each fully paid up aggregating to Rs, lakhs 6,500.00, are issued for a period of 5 years and 3 months from the date of allotment. Debentures will be redeemed on July 8, 2020. The debentures are secured by first pari passu charge on all the fixed and current assets, all the rights, titles and interests to provide security cover of 1.1 times on outstanding amount and DSRA Undertaking by a related party.

b) Term Loan from Yes Bank Limited Rs, lakhs 4,680.00 ( Rs,lakhs 5,096.00 ) is secured by first pari passu charge on all the movable assets (including current assets, loans and advances) of the Company and lien over debt service reserve account .The loan is further secured by way of securities and corporate guarantee provided by related parties. The loan carries interest over lenders base rate plus 1.1% and is repayable in 12 half yearly installments beginning from 30 June, 2014.

c) Term Loan from Axis Bank Limited Rs, lakhs Nil ( Rs, lakhs 3,500.00) is secured by first pari passu charge on all the fixed and current assets (present and future) of the Company and also reserve account and DSRA Undertaking by a related party. The loan carries interest over lenders base rate plus 2.25% and is repayable in 8 half yearly installments beginning from 30 June, 2013. However, the loan has been fully repaid in April 2015.

a) Non disposal undertaking for 51% shares held by the Company for loan taken by subsidiary Company viz Digital Ventures Private Limited

b) 0.1% Non-Convertible Non-Cumulative Redeemable Preference Shares will be redeemable on 31 March 2017 at a premium of '' 10,005 per share.

c) 0.01 %, Compulsorily Convertible Debentures (CCD) of '' 100 each fully paid up are compulsorily convertible into equity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment but not later than 10 years from the date of allotment.

1 Operating Leases:

The Company has taken office and residential facilities under cancellable/ non-cancellable lease agreements that are renewable on a periodic basis at the option of both the Less or and the Lessee. The initial tenure of the lease generally is for 11 months to 60 months.

2 a) Current Tax

Provision for taxation has been made as per provisions of Section 115JB of Income Tax Act 1961.

b) Deferred tax

In accordance with the Accounting Standard 22 on "Accounting for Taxes on Income" (AS 22) issued by ICAI, deferred tax assets and liabilities should be recognized for all timing differences in accordance with the said standard. However, considering the present financial position and requirement of the accounting standard regarding certainty / virtual certainty, deferred tax asset (net) for the year is not accounted for. However, the same will be reassessed at a subsequent balance sheet date and will be accounted for in the year of certainty / virtual certainty in accordance with the aforesaid accounting standard.

Note: Salary and Allowances include basic salary, house rent allowance, leave travel allowance and performance bonus but excluding leave encashment and gratuity provided on the basis of actuarial valuation.

3 Employee Benefits

As per the Accounting Standard 15 "Employee Benefits", the disclosures are as under:

A Defined Benefit Plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes 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 obligation for leave benefits (non funded) is also recognized using the Projected Unit Credit Method.

Notes:

(a) Amounts recognized as an expense and included in the Note 21: “Employee benefits expense” are Gratuity ''Rs, lakhs 26.94 (Previous year Rs, lakhs 8.61) and Leave benefits Rs, lakhs 23.18 ( Rs,lakhs 23.99)

(b) The estimates of rate of escalation in salary considered in actuarial valuation take into account the inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

B Defined contribution plan:

“Contribution to provident and other funds” is recognized as an expense in Note 21 "Employee benefits expense" of the Statement of Profit and Loss.

29 Related Party Transactions

(i) List of Parties where control exists Subsidiary Company-Wholly owned

Digital Ventures Private Limited

Academia Edificio Private Limited (Incorporated on 14 January 2016)

(ii) Key managerial personnel Executive Director

Ajey Kumar w.e.f. 28-10-2015

Manager / Chief Financial Officer

Umesh Pradhan

(iii) Other Related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Asian Satellite Broadcast Private Limited, Direct Media Distribution Ventures Private Limited, Diligent Media Corporation Limited, Digital Satellite Holdings Private Limited, Himgiri Zee University , Pan India Network Infravest Private Limited, Pri-Media Services Private Limited, TALEEM Research Foundation, Zee Entertainment Enterprises Limited, Essel Business Excellence Services Limited

* does not include Interest amount, as interest rate has not been adjudicated by court.

b) Litigations

The Company had entered into and executed third party warehousing arrangement for materials/ study materials with a service provider. During the previous year, there was a dispute with the service provider for the service and Company has issued termination letter giving three months notice as per terms of the contract. However, the service provider stopped rendering the services during the notice period and has taken custody of the study materials. The Company has filed a case in Hon’ble High Court against the service provider in order to take the materials/ study materials through court process. Company was successful in getting a favorable order from Hon’ble High Court and obtained the custody of materials/study materials through court process, during March. Further, the Company has filed a claim for damage of Rs, lakhs 600.00 with further interest at the rate of 18% per annum. The Court has referred the matter for arbitration by consent of both the parties.

4 Capital and other commitments/undertakings

(a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is ''Rs, lakhs 10.43 ( Rs, lakhs 13.62)

5 Micro, Small and Medium enterprises

The Company has no dues to Micro, Small and Medium enterprises during the year ended 31 March, 2016, on the basis of information provided by the parties and available on record.

6 On 28 June 2015, a fire occurred in one of the warehouses of the Company at Bhiwandi, Mumbai and the inventory of educational material lying at the said warehouse, amounting to Rs, lakhs 1,416.61 got completely destroyed. The Company has lodged the claim with the Insurance company for the loss incurred. Pending settlement of insurance claim, the loss is accounted as “Claim Receivable” under Other current assets amounting to Rs, lakhs 1,416.61. On settlement of the claim by the insurance company, the difference in loss claimed and the actual claim received, if any, will be charged to Statement of Profit and Loss.

7 The Company has presented segment information on the basis of the Consolidated Financial Statements as permitted by Accounting Standard - 17.

8 Prior year Comparatives

Previous year’s figures have been regrouped, rearranged or recanted wherever necessary to confirm to this year''s classification. Figures in brackets pertain to previous year.

---

Mar 31, 2015

A) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value ofRs. 1 each. Each holder of equity shares is entitled to one vote per share, however the holders of global depository receipts (GDR's) do not have voting rights in respect of the equity shares represented by the GDRs till the shares are held by custodian. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) The Company has not issued any bonus shares or bought back equity shares during the five years preceding 31 March, 2015. Details of aggregate number of shares issued for consideration other than cash during the five years preceding 31 March, 2015 is as under:

c) Employees Stock Option Scheme (ESOP):

The Company has instituted an Employee Stock Option Plan (ZLL ESOP 2010) as approved by the Board of Directors and Shareholders in 2010 for issuance of stock options convertible into equivalent number of equity shares not exceeding the aggregate of 5% of the issued and paid up capital of the Company i.e upto 6,136,930 equity shares of Rs. 1 each to the employees of the Company as well as that of its subsidiary and also to non-executive directors including Independent Directors of the Company at the market price determined as per the SEBI (ESOS) Guidelines, 1999. The said Scheme is administered by the Remuneration Committee of the Board.

During the year ended 31 March, 2015, the Company issued 1,961,750 stock options. The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. The options granted vests in the ratio of 50:35:15 at the expiry of one, two and three years from the date of grant and once vested, these would be exercisable at any time within a period of four years and the equity shares arising on exercise of options shall not be subject to any lock in. Upon exercise of 669,453 (141,625) options, equivalent number of equity shares were issued and alloted during the year ended 31 March, 2015.

The options were granted to the employees/independent directors at an exercise price, being the latest market price as per the SEBI (ESOS) Guidelines 1999. In view of this, there being no intrinsic value on the date of the grant (being the excess of market price of share under the Scheme over the exercise price of the option), the Company is not required to account the accounting value of options as perthe SEBI guidelines.

a) Debentures are secured by first charge on free hold land, all fixed and current assets including fixed deposits, escrow account, reserve account, assignment of all benefits under agreement for Operation of school and further DSRA Undertaking by Zee Entertainment Enterprises Limited. The debentures carries interest @ 12% p.a and are redeemable at par in four equal installments of 25% each beginning at the end of 2nd year from the date of allotment, viz 6 January, 2010. The debenutures have been fully repaid during the year.

b) Term Loan from Axis Bank Limited Rs./lakhs 3,500.00 (Previous year Rs./lakhs 4,500.00) is secured by first pari passu charge on all the fixed and current assets (present and future) of the Company and also reserve account and DSRA Undertaking by Zee Entertainment Enterprises Limited. The loan carries interest over lenders base rate plus 2.25% and is repayable in 8 half yearly installments begining from 30 June, 2013. However, the loan has been fully repaid in April 2015.

c) Term Loan from Yes Bank Limited Rs./lakhs 5,096.00 (Previous year Rs./lakhs 5,200.00) is secured by first pari passu charge on all the movable assets (including current assets, loans and advances) of the Company and lien over debt service reserve account. The loan is further secured by way of securities and corporate guarantee provided by related parties. The loan carries interestover lenders base rate plus 1.1% and is repayable in 12 half yearly installments begining from 30 June, 2014.

Current liabilities (Rs lakhs) 2015 2014

Trade payables 1,318.85 871.63

1,318.85 871.63

Other current liabilities

Current maturities of debentures and term loan (Refer Note 5 (a)) 3,916.00 2,354.00

Interest accrued and due 88.15 -

Interest accrued but not due - 100.11

Unearned Revenue 1,699.26 1,752.83

Cheques overdrawn - 27.44

Deposits from customers 2.00 2.00

Advance received from customers 1,273.37 1,234.70

Creditors for capital expenditure - 42.57

Statutory dues payable 123.08 128.97

Creditors for expenses 1,323.70 1,520.13

8,425.56 7,162.75

Total 9,744.41 8,034.38

a) Non disposal undertaking for 51% shares held by the Company for loan taken by subsidiary Company viz Digital Ventures Private Limited

b) As per the revised terms of redemption, the preference shares are redeemable on 31 March 2017 (Previous year 31 March 2015) at a premium of X10,005 /- (Previous year X 9,725 /-) per share.

c) 0.01 %, Compulsorily Convertible Debentures (CCD) of X100 each fully paid up are compulsorily convertible into equity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment but not later than 10 years from the date of allotment.

2 Operating Leases:

The Company has taken office, residential facilities and plant and machinery (including equipments) etc. under cancellable/non- cancellable lease agreements that are renewable on a periodic basis at the option of both the Lessor and the Lessee. The initial tenure of the lease generally is for 11 months to 60 months.

3 a) Current Tax

In the absence of taxable income during the year, as per the provisions of Income Tax Act 1961, provision for current tax is not required.

b) Deferred tax

In accordance with the Accounting Standard 22 on "Accounting for Taxes on Income" (AS 22) issued by ICAI, deferred tax assets and liabilities should be recognized for all timing differences in accordance with the said standard. However, considering the present financial position and requirement of the accounting standard regarding certainty / virtual certainty, deferred tax asset for the year is not accounted for. However, the same will be reassessed at a subsequent balance sheet date and will be accounted for in the year of certainty/ virtual certainty in accordance with the aforesaid accounting standard.

Notes:

(a) Amounts recognized as an expense and included in the Note 20: "Employee benefits expense" are Gratuity Rs./lakhs 8.61 (Previous year Rs./lakhs 27.79) and Leave benefits Rs./lakhs 23.99 (Previous year Rs./lakhs 29.49)

(b) The estimates of rate of escalation in salary considered in actuarial valuation take into account the inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

B Defined contribution plan:

"Contribution to provident and other funds" is recognized as an expense in Note 20 "Employee benefits expense" of the Statement of Profit and Loss.

4 Related Party Transactions

(i) List of Parties where control exists Subsidiary Company-Wholly owned Digital Ventures Private Limited

(ii) Other Related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Asian Satellite Broadcast Private Limited, Cyquator Media Services Private Limited, Direct Media Distribution Ventures Private Limited, Diligent Media Corporation Limited, Digital Satellite Holdings Private Limited, Essel Corporate Resources Private Limited, Essel Vision Productions Limited, Himgiri Zee University, Pan India Network Infravest Private Limited, Pri-Media Services Private Limited, TALEEM Research Foundation, Zee Entertainment Enterprises Limited, Zee Media Corporation Limited. ,

# Intercorporate deposit given of Rs./lakhs 10,148.76 was converted into debenture application money w.e.f 1 April 2014. (ii) Loanee have not made investments in the shares of the Company.

(b) Information under Section 186(4) of the Companies Act, 2013

(i) Loans given

Intercorporate deposit given to wholly owned Subsidiary Company viz Digital Ventures Private Limited of Rs./lakhs 10,148.76 was converted into debenture application money w.e.f 1 April 2014.

(ii) Investments made

There are no investments made during the year except those mentioned in Note 10 and Note 13

* does not include Interest amount, as interest rate has not been adjudicated by court.

(ii) The Company had entered into warehousing arrangement for its inventories of educational goods and equipments with a service provider. During the year, there was a dispute with the service provider and Company has issued termination letter giving three months notice as per terms of the contract. However, the service provider stopped rendering the services during the notice period and refused to give the inventory of the Company. On approaching the court, the Company obtained the custody of the inventory and filed a claim for damages of Rs./lakhs 600.00/- with interest against the service provider, which is under arbitration.

5 Capital and other commitments/undertakings

(a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is Rs./lakhs 13.62 (Previous yearRs./lakhs 27.88)

(b) Non-disposal undertaking for 51% shares held by the Company in Digital Ventures Private Limited for loan taken by subsidiary Company.

Notes

1) Intercorporate deposits given to subsidiary of Rs./lakhs 10,148.76 is converted into compulsorily convertible debentures, being a non-cash item, hence not considered in the above cash flow statement.

2) Previous year's figures have been regrouped, recast wherever necessary.

---

Mar 31, 2014

1. a) Current Tax

In view of losses incurred during the year, no provision for current tax is required to be made as per Income Tax Act 1961.

b) Deferred tax balances are as under:-

In accordance with the Accounting Standard 22 on "Accounting for Taxes on Income" (AS 22) issued by ICAI, deferred tax assets and liabilities should be recognized for all timing differences in accordance with the said standard. However, considering the present financial position and requirement of the accounting standard regarding certainty / virtual certainty, deferred tax asset (net) for the year is not accounted for. However, the same will be reassessed at a subsequent balance sheet date and will be accounted for in the year of certainty / virtual certainty in accordance with the aforesaid accounting standard.

(a) Amounts recognized as an expense and included in the Note 20: "Employee benefits expense" are Gratuity Rs./lakhs 27.79 (Previous year Rs. /lakhs 19.75) and Leave benefits Rs. /lakhs 29.49 (Previous year Rs. /lakhs 47.70)

(b) The estimates of rate of escalation in salary considered in actuarial valuation take into account the inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

B Defined contribution plan:

"Contribution to provident and other funds" is recognized as an expense in Note 20 "Employee benefits expense" of the Statement of Profit and Loss Statement.

2. Related Party Transactions

(i) List of Parties where control exists Subsidiary Company-Wholly owned

Digital Ventures Private Limited

(ii) Other Related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Asian Satellite Broadcast Private Limited, Cyquator Media Services Private Limited, Dish TV India Limited, Essel Corporate Resources Private Limited, Essel Infraprojects Limited, Essel Vision Productions Limited, Himgiri Nabh Vishwavidhyalaya, Jay Properties Private Limited, Pan India Paryatan Private Limited, Pan India Network Infravest Private Limited, Premier Finance and Trading Company Limited, TALEEM Research Foundation, Zee Entertainment Enterprises Limited, Zee Media Corporation Limited, Diligent Media Corporation Limited

b) Loanee have not made investments in the shares of the company

3. Contingent Liabilities not provided for (Rs. lakhs)

2014 2013

a) Claims against the Company not acknowledged as debts 54.27 55.29

b) Disputed Direct Tax 16.51 16.51

c) Disputed Indirect Taxes* 304.07 257.80

d) Corporate guarantee for subsidiaries to the extent of loans availed/ outstanding Rs./lakhs 14,631.53 (Previous year Rs./lakhs 12,606.16) 14,631.53 12,606.16

* includes Rs./lakhs 46.27 show cause cum demand notice received subsequent to the balance sheet date.

4. Capital and other commitments/undertakings

(a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is Rs./lakhs 27.88 (Previous year Rs./lakhs 2,534.70)

(b) Non disposal undertaking for 51% shares held by the Company in Digital Ventures Private Limited for loan taken by subsidiary Company.

5. CIF Value of Imports for capital equipment is Rs./lakhs NIL (Previous year Rs./lakhs 765.43)

---

Mar 31, 2013

1. Corporate Information

Zee Learn Limited ("the Company") was incorporated in State of Maharashtra on 4 January, 2010. The Company is one of the most diversifed premium education companies which delivers learning solutions and training through its multiple products viz. Kidzee, Mount Litera Zee Schools, Braincafe, Mount Litera World Preschool, Zee Institute of Media Arts (ZIMA), Zee Institute of Creative Arts (ZICA) and E - Learning Online Education and Testing. The Company is also engaged in production/acquisition of television content.

2. Scheme of Amalgamation of Essel Entertainment Media Limited (EEML) and the Company

The Scheme of Amalgamation of EEML with the Company u/s 391 to 394 of the Companies Act, 1956 is approved by the Hon''ble High Court of Bombay on 17 June, 2011. The said approved Scheme of Amalgamation has been given effect in the fnancial statements for the year ended 31 March, 2012 as per the "pooling of interest method" as prescribed by Accounting Standard 14 "Accounting for Amalgamations". Pursuant to the Scheme 1 (One) fully paid up equity share of Rs 1/- each of the Company is issued and allotted to the shareholders of EEML for every 5 (Five) equity shares of Rs 1/- each held by them in EEML i.e the Company has issued 140,000,000 shares. The difference between transferred assets and liabilities and expenses incurred on amalgamation of Rs 888,125,054 is adjusted against General Reserve as per the Scheme of Amalgamation sanctioned by the Honourable High Court.

3. Leases Operating Leases:

The Company has taken offce, residential facilities and plant and machinery (including equipments) etc. on lease under cancellable/non-cancellable lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease generally is for 11 months to 60 months.

# In respect of remuneration payable to the Whole-time Director in excess of the limits prescribed under section 198 read with Schedule XIII, the Company has applied for approval from the Central Government which is still pending. However the Ministry of Corporate Affairs (MCA) has communicated that the approval of the Central Government is no longer necessary incase of unlisted enterprises (the Company was unlisted at the time of fling) which are not subsidiaries of listed enterprises in view of amendment made in Schedule XIII of the Companies Act, 1956 vide Gazette of India Notifcation G.S.R 70 (E) dated 8 February, 2011.

Note: Salary and Allowances includes basic salary, house rent allowance, leave travel allowance and performance bonus.

4. Employee Benefts

As per the Accounting Standard 15 "Employee Benefts", the disclosures are as under:

A. Defned Beneft Plans

The present value of gratuity obligation is determined based on acturial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee beneft entitlement and measures each unit seperately to build up the fnal obligation. The obligation for leave benefts (non funded) is also recognised using the Projected Unit Credit Method.

Notes:

(a) Amounts recognised as an expense and included in the Note 20: "Employee benefts expense" are Gratuity Rs 1,974,802 (Rs3,493,908) and Leave beneftsRs4,769,782 (Rs 3,438,421)

(b) The estimates of rate of escalation in salary considered in actuarial valuation take into account the infation, seniority, promotion and other relevant factors including supply and demand in the employmen market. The above information is certifed by the actuary.

B Defned contribution plan:

"Contribution to provident and other funds" is recognised as an expense in Note 20 ''''Employee Benefts Expense'''' of the Statement of Proft and Loss.

5. Related Party Transactions

(I) List of Parties where control exists Subsidiary Company-Wholly owned

Digital Ventures Private Limited

(ii) Other Related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Asian Satellite Broadcast Private Limited, Cyquator Media Services Private Limited, Dish TV India Limited, Essel Infraprojects Limited, Essel Vision Productions Limited, E-City Project Constructions Private Limited, Essel Corporate Resources Private Limited, Himgiri Zee Universe (formerly known as Himgiri Nabh Vishwavidhyalaya), Jay Properties Private Limited, Pan India Paryatan Private Limited, Pan India Network Infravest Private Limited,

---

Mar 31, 2012

1 Background

Zee Learn Limited ( ACI-the Company ACI-) was incorporated in State of Maharashtra on 4 January, 2010. The Company is one of the most diversified premium education companies which delivers learning solutions and training through its multiple products viz. Kidzee, Mount Litera Zee Schools, Brain Cafe, Mount Litera World Preschool, Zee Institute of Media Arts (ZIMA), Zee Institute of Creative Arts (ZICA) and E - Learning Online Education and Testing.

(a) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs 1 each. Each holder of equity shares is entitled to one vote per share. The final dividend if proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company so far has not declared any dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Employees Stock Option Scheme (ESOP):

The Company has instituted an Employee Stock Option Plan (ZLL ESOP 2010) as approved by the Board of Directors and Shareholders of the Company in 2010 for issuance of stock options convertible into equivalent number of equity shares to the employees of the Company and also to non-executive directors including Independent Directors of the Company at the market price determined as per the SEBI (ESOS) Guidelines, 1999. The said scheme is administered by the Remuneration Committee of the Board.

During the year ended 31 March 2012, the Company granted 1,609,700 stock options to eligible employees and also to non executive directors including independent directors. The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of options. The options granted vests in the ratio of 50:35:15 at the expiry of one, two and three years from the date of grant and once vested, these would be exercisable at any time within a period of four years and the equity shares arising on exercise of options shall not be subject to any lock in.

The options were granted to the employees at an exercise price, being the latest market price as per the SEBI (ESOS) Guidelines 1999. In view of this, there being no intrinsic value on the date of the grant (being the excess of market price of share under the Scheme over the exercise price of the option), the Company is not required to account the accounting value of options as per the SEBI guidelines.

a) 12 ACU- Debentures are redeemable at par in four equal installments of 25 ACU- each beginning at the end of 2nd year from the date of allotment, viz 6 January, 2010. Secured by first charge on free hold land, all fixed and current assets including fixed deposits, escrow account, Reserve account, assignment of all benefits under agreement for Operation of school and further DSRA Undertaking by Zee Entertainment Enterprises Limited.

b) Term loan from Bank carries interest AEA-12.25 ACU- (base rate). The loan is repayable in 8 half yearly installments begining from 30 June, 2013. The loan is secured by first pari passu charge on all the fixed and current assets (present ACY- future) of the company and also reserve account and DSRA Undertaking by Zee Entertainment Enterprises Limited

2 a) Current Tax

In view of losses, no provision for current tax is made as per provisions of the Income-Tax Act, 1961.

b) Deferred tax balances are as under:-

In accordance with the Accounting Standard 22 on ACI-Accounting for Taxes on Income ACI- (AS 22) issued by ICAI, deferred tax assets and liabilities should be recognized for all timing differences in accordance with the said standard. However, considering the present financial position and requirement of the accounting standard regarding certainty / virtual certainty, deferred tax asset (net) of Rs. 102,044,800/- for the year is not provided. However, the same will be reassessed at a subsequent balance sheet date and will be accounted for in the year of certainty / virtual certainty in accordance with the aforesaid accounting standard.

3 Scheme of Amalgamation of Essel Entertainment Media Limited (EEML) and the Company

(i) The Scheme of Amalgamation of EEML with the Company u/s 391 to 394 of the Companies Act, 1956 is approved by the Hon'ble High Court of Bombay on 17 June, 2011 and upon filing the said order with the Registrar of Companies, with Maharashtra on 30 June, 2011, the said scheme became effective on and from that date

(ii) The scheme has been given effect in these financial statements and in pursuant to the said Scheme:

(a) The said approved Scheme of Amalgamation has been given effect in these financial statements as per the ACI-pooling of interest method ACI- as prescribed by Accounting Standard 14 ACI-Accounting for Amalgamations ACI-. Accordingly the assets and liabilities of the transferor company i.e. EEML is vested and transferred to the Company at book values on the appointed date i.e. close of 31 March, 2011

(b) (One) fully paid up equity share of Rs. 1/- each of the Company is issued and allotted to the shareholders of EEML for every 5 (Five) equity shares of Rs. 1/- each held by them in EEML i.e the Company has issued 140,000,000 shares

ACM-In respect of remuneration payable to the Whole-time Director in excess of the limits prescribed under section 198 read with Schedule XIII, the Company has applied for approval from the Central Government which is still pending.

Note: Salary and Allowances includes basic salary, house rent allowance, leave travel allowance and performance bonus but excluding leave encashment and gratuity provided on the basis of actuarial valuation.

Notes:

(a) Amounts recognized as an expense and included in the Note 20: ACI-Employee benefits expense ACI- are Gratuity Rs. 3,493,908 (Rs. 805,870) and Leave benefits Rs. 3,438,421 (Rs. 319,498)

(b) The estimates of future salary increases considered in the actuarial valuation taking into account the rate of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

B Defined contribution plan:

ACI-Contribution to provident and other funds ACI- is recognized as an expense in Note 20 of the Statement of Profit and Loss Account

4 Related Party Transactions

(i) List of Parties where control exists Subsidiary Company-Wholly owned

Digital Ventures Private Limited

(ii) Other Related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year.

Cyquator Media Services Private Limited, Digital Ventures Private Limited, E-City Project Constructions Private Limited, Essel Infraprojects Limited, Himgiri Nabh Vishwavidhyalaya, Pan India Paryatan Private Limited, Pan India Network Infravest Private Limited, Packaging India Private Limited ADs- Premier Finance and Trading Co. Limited, TALEEM Research Foundation, Wire and Wireless India Limited, Zee Entertainment Enterprises Limited, Zee News Limited.

Directors / Key Management Personnel

Mr. Himanshu Mody, Mr. Sumeet Mehta

For Managerial Remuneration refer note 26.

ACo- The assets and liabilities have been transferred from Essel Entertainment Media Limited Pursuant to the Scheme of Amalgamation.

ACM- Subsidiary Company w.e.f. 1st April, 2011.

4. Contingent Liabilities

2012 2011

a) Claims against the Company not acknowledged as debts 6,986,213 5,440,373

b) Disputed Indirect Taxes 19,813,177 19,813,177

c) Corporate guarantee for subsidiaries to the extent of loans availed/ outstanding. 11,141,267 -

5 Capital and other commitments

(a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is Rs. 272,394,687 (Rs. 250,860,920)

(b) Non disposal undertaking for 51 ACU- shares held by Company in Digital Ventures Private Limited for Loan taken by subsidiary Company

6 Deposits shown in Note 12 includes Rs. 240,000,000 (Rs. 290,000,000) being refundable security deposits paid by the Company against school operating rights under two arrangements.

7 CIF Value of Imports for capital equipment is Rs. 28,425,419 (Rs. 2,383,143)

8 Prior year Comparatives

(a) Schedule VI to the Companies Act, 1956 is revised and has become effective from 1 April, 2011. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classifications / disclosures

b) The financial statements for the previous period were from the date of incorporation i.e 4 January, 2010 to 31 March, 2011. However the operating results are from 1 April, 2010 to 31 March, 2011.

Note : 1) Previous year's figures have been regrouped, recast wherever necessary.

2) Scheme of Amalgamation is not considered in the above cash flow statement, being non cash transacation.

---

Mar 31, 2011

Background

ZEE Learn Limited ("the Company") was incorporated in State of Maharashtra on January 4, 2010. The Company is one of the most diversified premium education companies (business demerged under a Composite Scheme of Arrangement – Refer Note 2A of part B below), which delivers learning solutions and training through its multiple products viz. Kidzee, Zee Schools, Zee Institute of Media Arts (ZIMA), Zee Institute of Creative Arts (ZICA) and E - Learning Online Education and Testing.

1. The financial statements for the current period are from the date of incorporation i.e. January 4, 2010 to March 31, 2011. This being the first accounting year, previous years figures are not applicable.

2. Restructuring

A) Scheme of amalgamation and arrangement between ETC networks Limited, Zee entertainment enterprises Limited and the Company

a) The Composite Scheme of Amalgamation and Arrangement (‘the Composite Scheme) between ETC Networks Limited (‘ETC), Zee Entertainment Enterprises Limited (‘ZEEL) and the Company and their respective shareholders was approved by the Honble High Court of Bombay on July 16, 2010, and upon filing of the certified copy of the said order with the Registrar of Companies Maharashtra, Mumbai, the Composite Scheme became effective on August 30, 2010. Pursuant to the said Composite Scheme the ETC has merged and vested in ZEEL on March 31, 2010 and upon such merger the education business undertaking stand demerged from ZEEL and vested in the Company at book value on April 1, 2010.

b) Pursuant to the said Composite Scheme coming into effect on August 30, 2010:

(i) The Composite Scheme has been given effect in these financial statements.

(ii) As approved by the Board of Directors of ZEEL, the whole of the undertaking, assets, properties and liabilities of the Education Business Undertaking of ZEEL are transferred to/and are vested with the Company with effect from April 1, 2010 at book value. The difference between the book value of assets and the book value of liabilities is credited to General Reserve account of the company.

(iii) The Company has issued and allotted 122,238,599 Equity shares of Rs 1 each to the shareholders of ZEEL on October 14, 2010, in the ratio of one equity share of the Company for every four equity shares held in the ZEEL.

(iv) The title of the Freehold land and other assets which were vested in the Company pursuant to the Composite Scheme is in the process of transfer in the name of the Company.

B) Scheme of amalgamation Essel entertainment media Limited (EEML) and the Company

With a view to consolidate the Education Infrastructure assets, the Board of Directors has approved Scheme of Amalgamation of EEML with the Company on the Appointed Date March 31, 2011. In Pursuance of the said Scheme 1 (One) fully paid up equity share of Rs 1/- each of the Company would be issued and allotted to the shareholders of EEML for every 5 (Five) equity shares of Rs 1/- each held by them in EEML i.e. the Company shall be required to issue 140,000,000 shares. Pursuant to the Scheme, all the assets and liabilities as at the close of March 31, 2011 on the Appointed Date shall be recorded by the Company at their respective book values.

Pending final approval by the Honble High Court of Bombay to the said Scheme, no effect of the Scheme, is given in these financial statements.

3. Secured Loans

Debentures

i) 500, 12% Secured Redeemable Non-Convertible Debentures of Rs 1,000,000 each fully paid up aggregating Rs 500,000,000 (issued by ETC and vested with the company as part of the Composite Scheme of Arrangement) are redeemable at par in four equal installments with the earliest redemption being on January 6, 2012 and last being on January 6, 2015.

ii) 12% Secured Redeemable Non-Convertible Debentures are:

- Secured by first charge on Freehold land;

- Secured by way of first charge on all fixed assets and current assets including certain fixed deposits, and first charge on escrow account through which all the receivables of the Company will be routed;

- Secured by first charge on the Reserve Account and DSRA Undertaking by Zee Entertainment Enterprises Limited;

- Secured by assignment of all the benefits under agreement for operations of school.

iii) In the absence of adequate profits Debenture Redemption Reserve aggregating to Rs 31,250,000 has not been created in these financial statements.

iv) Installment of Debenture due within one year aggregating to Rs 125,000,000

4. Taxation

a) Provision for taxation is made on the income as per the provisions of Income Tax Act, 1961.

5. (i) Capital work in progress includes capital advances of Rs 778,955,415 and borrowing cost of Rs 60,000,000 in compliance with AS 16 "Borrowing Costs"

- Capital advances includes Rs 750,000,000 paid for acquiring rights for 30 years for operating a school in Bandra-Kurla Complex, Mumbai and shall be treated as an intangible asset on the date of commencement of operation of the school to be amortized over the period of the rights.

(ii) Deposits under schedule 7B of the Balance Sheet includes Rs 290,000,000 being the refundable security deposits paid by the Company against school operating rights under two arrangements

6. The foreign exchange gain of Rs 5,834 on settlement or realignment of foreign exchange transactions has been adjusted in respective heads of the Profit and Loss account.

7. During the period, the Company has granted 1,107,000 stock options to eligible employees and Independent Directors at an exercise price of Rs 26.05 per share. The Vesting of said Stock Options shall commence at the end of one year from the date of grant i.e on and from 26th January 2012 and that the said options shall vest in tranches over a period of 3 years from the date of grant in the ratio of 50% of options granted to vest at the end of 1st year from the date of grant; 35% of options granted to vest at the end of 2nd year from the date of grant and balance 15% of options granted shall vest at the end of 3rd year from the date of grant and that all the vested options shall be entitled to be exercised by the Option Grantee within a period of 4 years from respective vesting dates.

The options are granted to the employees at an exercise price, being the latest market price as per SEBI (ESOS) Guidelines, 1999. In view of this, there being no intrinsic value on the date of grant (being the excess of market price of share under the Scheme over the exercise price of the option), the Company is not required to account the intrinsic value of options as per SEBI Guidelines.

8. Leasing arrangements

The Company leases office premises and training centres under cancelable/non-cancelable agreements that are renewable on a periodic basis at the option of both the lessee and the lessor. The initial tenure of the lease is generally for 11 to 60 months.

In respect of assets taken on operating lease during the period:

9. Contingent Liabilities not provided for (Amount in Rs.)

Particulars March 31, 2011

Claims against Company not acknowledged as debts 5,440,373

Disputed Indirect tax demands 19,813,177

10. Disclosures

a) Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) is Rs 250,860,920.

b) The Company has not received any intimation from "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the period end together with interest paid/payable as required under the said Act have not been furnished.

11. Managerial Remuneration

a) As approved by the Members of the Company on October 1, 2010 Mr. Sumeet Mehta has been appointed as Whole-time Director of the Company for a period of 3 years with effect from September 1, 2010.

Note: Salary and Allowances includes basic salary, house rent allowance, other allowance but excluding leave encashment and gratuity provided on the basis of actuarial valuation.

c) No Commission is paid/payable to any Director and hence the computation of profits under Section 198 / 349 of the Companies Act, 1956 is not required.

12. Employee Benefits

Notes:

a) Amounts recognized as an expense and included in the Schedule 13: "Personnel Cost" are Gratuity Rs 805,870 and Leave encashment Rs 319,498.

b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

c) "Contribution to provident and other funds" is recognized as an expense in Schedule 13 of the Profit and Loss Account.

13. Related Party Transactions

Other related parties with whom transactions have taken place during the period and balance outstanding at the period end.

Cyquator Media Services Private Limited, Digital Ventures Private Limited, E-City Project Constructions Private Limited, Himgiri Nabh Vishwavidhyalaya, Pan India Paryatan Private Limited, Pan India Network Infravest Private Limited, Packaging India Private Limited, Premier Finance and Trading Co. Limited, TALEEM Research Foundation, Wire and Wireless India Limited, Zee Entertainment Enterprises Limited, Zee News Limited.

Note: Related parties are identified by the Company based on the information available and relied upon by the auditors.

14. Segment Reporting

The Company is primarily engaged in the business of educational services and other related activities. The entire business has been considered as a single segment in terms of Accounting Standard 17 on "Segment Reporting" issued by the Institute of Chartered Accountants of India. There being no business outside India, the entire business is considered as a single geographic segment.