The Company recognizes provisions when a presentobligation (legal or constructive) as a result of apast event exists and it is probable that an outflowof resources embodying economic benefits will berequired to settle such obligation and the amountof such obligation can be reliably estimated.A disclosure for a contingent liability is made whenthere is a possible obligation or a present obligationthat may, but probably will not require an outflowof resources embodying economic benefits or theamount of such obligation cannot be measuredreliably. When there is a possible obligation or apresent obligation in respect of which likelihood ofoutflow of resources embodying economic benefits isremote, no provision or disclosure is made.
Contingent assets are not recognised in the standalonefinancial statements, however they are disclosedwhere the inflow of economic benefits is probable.When the realisation of income is virtually certain,then the related asset is no longer a contingent assetand is recognised as an asset.
A. Revenue from contract with customers
Revenue from contract with customers isrecognised when control of the goods or servicesis transferred to the customer at an amount thatreflects the consideration to which the Companyexpects to be entitled in exchange for those
goods or services. When the Company acts in thecapacity of an agent rather than as the principalin a transaction, the revenue recognised is the netamount of commission earned by the Company.
(i) Revenue from sale of goods - Sale of Educationalgoods and equipments/content is recognisedupfront at the point in time when the goods/equipment/ content is delivered to the customervia online/offline delivery, wherever applicable,while the Company retains neither managerialinvolvement nor the effective control.
(ii) Services
a) Course fees and Royalty income arerecognized over the duration of the courseand as per agreed terms.
b) Franchisee fees/Management fees arerecognized as per the agreed termsof the agreement.
c) Revenue from other services isrecognised as and when such services arecompleted/performed.
(iii) Interest income from financial asset isrecognised when it is probable that theeconomic benefits will flow to the Company andthe amount of income can be measured reliably.Interest income is accrued on a time basis, byreference to the principal outstanding and atthe effective interest rate applicable, which is therate that exactly discounts estimated future cashreceipts through the expected life of the financialasset to that asset's net carrying amount oninitial recognition.
(iv) Dividend income is recognised whenthe Company's right to receive dividendis established.
(v) Other income including financial guaranteecommission and premium on redeemablepreference shares is recognised as perterms of agreement.
B. Arrangements with Multiple PerformanceObligations
The Company's contracts with customers mayinclude multiple performance obligations. Forsuch arrangements, the Company allocatesrevenue to each performance obligation basedon its relative standalone selling price, which
is generally determined based on the pricecharged to customers.
C. Variable consideration
If the consideration promised in a contractincludes a variable amount, the Companyestimates the amount of consideration to whichthe Company will be entitled in exchange fortransferring the promised goods or services tothe customer. Where customers are providedwith discounts, rebates etc., such discounts andrebates will give rise to variable consideration.The Company follows the 'most likelyamount' method in estimating the amount ofvariable consideration.
D. Contract balancesContract assets
Contract assets is recognised where there isexcess of revenue earned over billing done.Contract assets are classified as unbilled revenuewhere there is unconditional right to receivecash and only passage of time is required as percontractual terms.
A contract liability is the obligation to transfergoods or services to a customer for which theCompany has received consideration from thecustomer. If a customer pays considerationbefore the Company transfers goods or servicesto the customer, a contract liability is recognised.Contract liabilities are recognised as revenuewhen the Company performs under the contract.
A receivable represents the Companie's right toan amount of consideration under the contractwith a customer that is unconditional andrealizable on the due date.
(i) Short-term benefits
Short-term employee benefits are recognized asan expense at the undiscounted amount in thestandalone statement of profit and loss for theyear in which the related services are rendered.Expenses on non-accumulating compensatedabsences is recognised in the period in which theabsences occur.
(ii) Defined benefit plans
a) Post-employment and other long-termemployee benefits are recognized as anexpense in the standalone statement ofprofit and loss for the year in which theemployee has rendered services. Theexpense is recognized at the present valueof the amount payable determined usingactuarial valuation techniques.
b) Re-measurement of the net defined benefitliability, which comprises of actuarial gainsand losses, the return on plan assets(excluding interest) and the effect of theasset ceiling (if any, excluding interest) arerecognised in other comprehensive incomein the period in which they occur.
(iii) Defined contribution plans
Payments to defined contribution retirementbenefit schemes are charged to the standalonestatement of profit and loss of the year whenthe contribution to the respective funds are due.There are no other obligations other than thecontribution payable to the fund.
(iv) Leave entitlement and compensated absences
Accumulated leave which is expected to beutilised within next twelve months, is treatedas short-term employee benefit. Leaveentitlement, other than short term compensatedabsences, are provided based on a actuarialvaluation, similar to that of gratuity benefit.Re-measurement, comprising of actuarial gainsand losses, in respect of leave entitlement arerecognised in the standalone statement of profitand loss in the period in which they occur.
(i) The functional currency of the Company is IndianRupees (" H ").
Foreign currency transactions are accountedat the exchange rate prevailing on the date ofsuch transactions.
(ii) Foreign currency monetary items are translatedusing the exchange rate prevailing at thereporting date. Exchange differences arising onsettlement of monetary items or on reportingsuch monetary items at rates different fromthose at which they were initially recorded
during the period, or reported in previousfinancial statements are recognised as incomeor as expenses in the period in which they arise.
(iii) Non-monetary foreign currency items are carriedat historical cost and translated at the exchangerate prevalent at the date of the transaction.
Tax expense comprises of current tax and deferred tax.
(i) Current tax
Current tax is the amount of income taxespayable in respect of taxable profit for a period.Current tax for current and prior periods isrecognized at the amount expected to be paid toor recovered from the tax authorities, using thetax rates and tax laws that have been enacted orsubstantively enacted at the balance sheet date.Management periodically evaluates positionstaken in the tax returns with respect to situationsin which applicable tax regulations are subjectto interpretation and establishes provisionswhere appropriate.
(ii) Deferred tax
Deferred tax assets and liabilities arerecognised on all temporary differences arisingbetween the tax bases of assets and liabilitiesand their carrying amounts in the financialstatements. However, deferred tax liabilitiesare not recognised if they arise from the initialrecognition of goodwill. Deferred tax is also notaccounted for if it arises from initial recognitionof an asset or liability in a transaction other thana business combination that at the time of thetransaction affects neither accounting profitnor taxable profit (tax loss). Deferred tax isdetermined using tax rates (and laws) that havebeen enacted or substantively enacted by theend of the reporting period and are expectedto apply when the related deferred tax asset isrealised or the deferred tax liability is settled.
Deferred tax assets are recognised for alldeductible temporary differences and unusedtax losses only if it is probable that futuretaxable amounts will be available to utilise thosetemporary differences and losses.
Deferred tax assets and liabilities are offsetwhen there is a legally enforceable right tooffset current tax assets and liabilities and when
the deferred tax balances relate to the sametaxation authority. Current tax assets and taxliabilities are offset where the entity has a legallyenforceable right to offset and intends either tosettle on a net basis, or to realise the asset andsettle the liability simultaneously.
Current and deferred tax are recognizedas income or an expense in the standalonestatement of profit and loss, except to theextent they relate to items recognized in othercomprehensive income, in which case, thecurrent and deferred tax income / expense arerecognised in other comprehensive income.
The carrying amounts of non financial assets arereviewed at each balance sheet date if there is anyindication of impairment based on internal/externalfactors. An asset is treated as impaired when thecarrying amount exceeds its recoverable value. Therecoverable amount is the greater of an asset's orcash generating unit's, net selling price and value inuse. In assessing value in use, the estimated futurecash flows are discounted to the present value usinga pre-tax discount rate that reflects current marketassessment of the time value of money and risksspecific to the assets. An impairment loss is chargedto the standalone statement of profit and loss in theyear in which an asset is identified as impaired. Afterimpairment, depreciation is provided on the revisedcarrying amount of the asset over its remaininguseful life. The impairment loss recognized in prioraccounting periods is reversed by crediting thestandalone statement of profit and loss if there hasbeen a change in the estimate of recoverable amount.
The Company reviews its carrying value of investmentscarried at cost (net of impairment, if any) annually.If the recoverable amount is less than its carryingamount, the impairment loss is accounted for in thestatement of profit and loss.
Basic earnings per share is computed and disclosedusing the weighted average number of equity sharesoutstanding during the period. Dilutive earnings pershare is computed and disclosed using the weightedaverage number of equity and dilutive equityequivalent shares outstanding during the period,except when the results would be anti-dilutive.
v Share based payments
Equity settled share based compensation benefits areprovided to employees under the various EmployeeStock Option Schemes. The fair value of optionsgranted under the Employee Stock Option Schemeis recognised as an employee benefits expensewith a corresponding increase in equity as ""Shareoptions outstanding account"". The total amount tobe recognised is determined by reference to the fairvalue 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 remainingan employee of the entity over a specifiedtime period), and
• including the impact of any non-vestingconditions (e.g. the requirement for employeesholdings shares for a specific period of time).
The total expenses are amortised over the vestingperiod, which is the period over which all of thespecified vesting conditions are to be satisfied.
At the end of each period, the entity revises its estimatesof the number of options that are expected to vestbased on the service and non-market performancevesting conditions. It recognises the impact of therevision to original estimates, if any, in the standalonestatement of profit and loss, with a correspondingadjustment to equity. In case vested options forfeitedor expires unexercised, the related balance standingto the credit of the "Share options outstandingaccount" is transferred to "Retained earnings".
w Exceptional items
Certain occasions, the size, type, or incidences of theitem of income or expenses pertaining to the ordinaryactivities of the Company is such that its disclosureimproves the understanding of the performance ofthe Company, such income or expenses is classifiedas an exceptional item and accordingly, disclosed inthe standalone financial statements.
The preparation of standalone financial statementsrequires management to exercise judgment in applyingthe Company's accounting policies. It also requiresthe use of estimates and assumptions that affectthe reported amounts of assets, liabilities, incomeand expenses and the accompanying disclosuresincluding disclosure of contingent liabilities. Actualresults may differ from these estimates. Estimatesand underlying assumptions are reviewed on anongoing basis, with revisions recognised in the periodin which the estimates are revised and in any futureperiods affected.
The Company exercises judgement in determining ifa particular matter is possible, probable or remote.The Company also exercises judgement in measuringand recognising provisions and the exposures tocontingent liabilities related to pending litigationor other outstanding claims subject to negotiatedsettlement, mediation, government regulation, as wellas other contingent liabilities. Judgement is necessaryin assessing the likelihood that a pending claim willsucceed, or a liability will arise, and to quantify thepossible range of the financial settlement. Becauseof the inherent uncertainty in this evaluation process,actual losses may be different from the originallyestimated provision. Provisions are reviewed at eachbalance sheet date and adjusted to reflect the currentbest estimate. If it is no longer probable that theoutflow of resources would be required to settle theobligation, the provision is reversed.
b Useful lives and residual values
The Company reviews the useful lives and residualvalues of property, plant and equipment, right of useassets and intangible assets at each financial year end.
(i) Impairment of financial assets
The impairment provisions for financial assetsdisclosed are based on assumptions about riskof default and expected loss rates. The Companyuses judgement in making these assumptionsand selecting the inputs to the impairmentcalculation, based on the Company's pasthistory, existing market conditions as well asforward looking estimates at the end of eachreporting period.
(ii) Impairment of non-financial assets
Impairment exists when the carrying value of anasset or cash generating unit (CGU) exceeds itsrecoverable amount, which is the higher of its fairvalue less costs of disposal and its value in use.The fair value less costs of disposal calculationis based on available data from binding salestransactions, conducted at arm's length, forsimilar assets or observable market prices lessincremental costs for disposing of the asset. Thevalue in use calculation is based on a DCF model.The cash flows are derived from the budget forthe future years and do not include restructuringactivities that the Company is not yet committedto or significant future investments that willenhance the asset's performance of the CGUbeing tested. The recoverable amount is sensitiveto the discount rate used for the DCF model aswell as the expected future cash-inflows andthe growth rate.
d Income Taxes
(i) The Company's tax charge is the sum of the totalcurrent and deferred tax charges. The calculationof the Company's total tax charge necessarilyinvolves a degree of estimation and judgmentin respect of certain items whose tax treatmentcannot be finally determined until resolution hasbeen reached with the relevant tax authority or,as appropriate, through a formal legal process.
(ii) Accruals for tax contingencies requiremanagement to make judgments and estimatesin relation to tax related issues and exposures.
(iii) The recognition of deferred tax assets is basedupon whether it is more likely than not thatsufficient and suitable taxable profits will beavailable in the future against which the reversalof temporary differences can be deducted.Where the temporary differences are relatedto losses, the availability of the losses to offsetagainst forecast taxable profits is also considered.Recognition therefore involves judgmentregarding the future financial performance of theparticular legal entity or tax Company in whichthe deferred tax asset has been recognized.
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 developmentsin the future. These include determination of discountrates, expected rate of return on assets, future salaryincreases and mortality rates. Due to the complexitiesinvolved in the valuation and its long term nature,a defined benefit obligation is highly sensitive tochanges in these assumptions. All assumptions arereviewed at each reporting date. The assumptionsused are disclosed in note 48.
The fair value of financial instruments that are nottraded in an active market is determined usingvaluation techniques. In applying the valuationtechniques, management makes maximum use ofmarket inputs and uses estimates and assumptionsthat are, as far as possible, consistent with observabledata that market participants would use in pricing theinstrument. Where applicable data is not observable,management uses its best estimate about theassumptions that market participants would make.These estimates may vary from the actual prices thatwould be achieved in an arm's length transaction atthe reporting date.
Estimating fair value for share-based payment requiresdetermination of the most appropriate valuationmodel. The estimate also requires determination ofthe most appropriate inputs to the valuation modelincluding the expected life of the option, volatility anddividend yield and making assumptions about them.
Ind AS 116 requires lessees to determine the leaseterm as the non-cancellable period of a lease adjustedwith any option to extend or terminate the lease, if theuse of such option is reasonably certain. The Companymakes an assessment on the expected lease term ona lease-by-lease basis and thereby assesses whetherit is reasonably certain that any options to extend orterminate the contract will be exercised. In evaluatingthe lease term, the Company considers factors such asany significant leasehold improvements undertakenover the lease term, costs relating to the terminationof the lease and the importance of the underlyingasset to the Company's operations and the availabilityof suitable alternatives. The lease term in futureperiods is reassessed to ensure that the lease termreflects the current economic circumstances.
Ministry of Corporate Affairs ("MCA") notifies newstandard or amendments to the existing standardsunder Companies (Indian Accounting Standards)Rules as issued from time to time. For the yearended 31 March 2025, MCA has notified Ind AS-117Insurance Contracts and amendments to Ind AS-116Leases, relating to sale and leaseback transactionsw.e.f. April 1, 2024. The Company has reviewed thenew pronouncements and based on its evaluationhas determined that it does not have any significantimpact 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 subsidiaryCompany 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 intoequity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment butnot 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 11,324.03for non cash consideration, with maturity on 31 March 2034 at the Option of the OCDs holder, to be exercised at any time tillMaturity 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 H100 shall be convertible into 5 Equity shares of H 10 each at a Premium of H 10 per share. Further, OCDs not converted into EquityShares 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 withina period of 10 years at the option of the issuer or OCD holder to be exercised any time during the tenure and are convertibleinto 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 beconvertible into 576 Equity shares of H 10 each at a premium of H 7.36 per share. Further any OCDs not converted into Equityshares at the end of the tenure shall be redeemed at par value.
4. Investments in MT Educare Limited (MTEL) was fully impaired in financial year 2022-23 on account of commencement of CorporateInsolvency Resolution Process (CIRP) of MTEL. MTEL ceased to be subsidiary due to loss of control for the reasons fully explainedin note 58 of the standalone financial statements and accordingly the said investment has been classified as carried at fair valuethrough 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 Limitedheld by Zee Learn Limited, for loan taken by Taleem Research Foundation.
The Company has only one class of equity shares having a par value of H 1 each. The Company declares and pays dividend inIndian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuingAnnual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of theCompany, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held bythe shareholders.
c) The Company has not issued any bonus shares or shares issued for consideration other than cash or bought back equity sharesduring the five years preceding 31 March 2025.
During the year, the members of the Company through Special Resolution passed at the Annual General Meeting of theCompany held on September 26, 2024, approved modification to the ESOP Scheme of the Company. The modification consistedof enhancement of ESOP Pool from 1,60,07,451 Stock Options to 2,28,26,490 Stock Options exercisable into not more than2,28,26,490 equity shares of face value of H 1 each, constituting 7% of the issued and paid up capital of the Company as on8 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 wasfurther amended to enable issuance of Options at exercise price equivalent to nominal/face value or such other value as may bedetermined by the Board of Directors or its Committees.. The said Scheme is administered by the Nomination and RemunerationCommittee of the Board.
650 (650) 10.40% Rated, Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) of H/lakhs 10.00 each fully paid upaggregating 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 of5 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 13July 2022 in three instalments starting from 13 January 2021. Further, the terms of NCDs were revised again and accordinglywere redeemable till 13 March 2023. During the previous year, the terms of NCDs were revised again and accordingly were nowredeemable till 13 August 2023. However, the Company defaulted in redemption of NCDs and payment of interest on such NCDsduring the previous year and current year. During the year, the Company has received letter from the debenture holder callingupon the Company to pay the complete outstanding amount of NCDs alongwith interest accrued immediately. The overdueamount of NCDs as at 31 March 2025 is H/lakhs 3,244.55 ( H/lakhs 2,949.00) (including interest accrued), the details whereof aregiven 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 therights, titles and interest to provide security cover of 1.1 times on outstanding amount.
(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 letterdated 18 July 2017 (together referred as credit facilities) from Abu Dhabi Commercial Bank (ADCB). Further, ADCB assigned thesaid credit facilities to DCB Bank Limited (DCB) as per the Deed of Assignment and Subrogation Agreement both dated 31 March2020 with same terms and conditions as per the original sanction letter. Furthermore, during earlier years, the Company haddefaulted in repayment of the said credit facilities including interest to DCB. However, DCB had issued No Dues Certificate to theCompany and also satisfied the charges on the said outstanding credit facilities. In view of above, the said credit facilities wereclassified as unsecured as at 31 March 2023 and the Company had provided interest (including penal interest) on outstandingterm loan and overdraft facility till 31 March 2023. During the previous year, the Company had taken an expert opinion on theabove matter and considering the same the Company was of the view that no interest provision on the said credit facilitiesis required to be made till the time the Company can ascertain any liability arising out of the said Deed of Assignment andSubrogation Agreement. In view of above, the Company has not provided any interest on the said credit facilities w.e.f. 01 April2023 till 31 March 2025 and continued to show the outstanding amounts in respect of said credit facilities as at 31 March 2025 asunsecured 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 sharesgiven 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 timerenewal. The facility carries interest @ FD rate plus 2% over the FD plus applicable interest tax or other statutory levy, if anyon 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/lakhs1,000.00) 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 6,443.41will 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 Equityshares, Convertible Debentures and Preference shares (including redemption premium) of H/lakhs 45,078.10, loan and receivables ofH/lakhs 11,377.05 aggregating to H/lakhs 56,455.15 as at 31 March 2025. Considering ongoing proceedings against DVPL w.r.t CorporateInsolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the Hon'ble NationalCompany 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. Furtheron 19 November 2024, the Hon'ble NCLT, Mumbai admitted the application filed by Axis Bank Limited against DVPL and ordered thecommencement of CIRP of DVPL and appointed an Interim Resolution Professional (IRP). However, an appeal was filed before theHon'ble National Company Law Appellate Tribunal ("NCLAT") by DVPL and the Hon'ble NCLAT vide its order dated 02 December 2024has directed that no further steps shall be taken by the IRP in pursuance of the impugned order dated 19 November 2024 passed bythe Hon'ble NCLT (Refer note 52 of standalone financial statements). The Company has provided H/lakhs 140 towards impairment ofits investment for the year ended 31 March 2025, and the management believes that no additional provision/impairment is requiredto 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 asgood and recoverable.
The Company has presented Segment information on the basis of the consolidated financial statements as permitted by Ind AS 108 -Operating Segments.
The Company and one of the subsidiary company viz. Digital Ventures Private Limited (DVPL) had received notices from three lendersfor invocation of corporate guarantees and two of the lenders had also initiated Corporate Insolvency Resolution Process (CIRP) againstthe Company (Corporate guarantor) and DVPL (Corporate guarantor/Corporate debtor) (Refer note 52 and 57 of standalone financialstatements). 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 theyear ended 31 March 2025 and accordingly the amount payable against the said corporate guarantee obligation as at 31 March 2025is H 63,436.19 lakhs (Refer note 57 of standalone financial statements). The Company and DVPL alongwith four trusts/entity enteredinto Supplemental Facilities Agreement with ACRE to pay the above amount of H 63,436.19 lakhs through various steps includingmonetization of assets of DVPL along with four trusts/entity (Refer note 57 of standalone financial statements). Further, during thequarter 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 20March 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
time along with all rights, benefit and obligations thereunder to ACRE (Refer note 52 of standalone financial statements). Also, thecurrent liabilities of the Company exceeded its current assets as at 31 March 2025 resulting in negative working capital. However, theCompany strongly believes that the total amounts payable to ACRE under the Supplemental Facilities Agreement will be settled throughvarious steps including monetisation of assets of DVPL alongwith four trusts/entity. Further, the Company's business plan for the nextfinancial year, as approved by the Board of Directors, exhibits higher growth in revenues and profits thereby increasing operationalcash flows. Considering that the total amounts payable to ACRE under the Supplemental Facilities Agreement will be settled throughvarious steps including monetization of assets of DVPL along with four trusts/entity and also considering the Company's business planfor the next financial year, these standalone financial statements have been prepared on a going concern basis.
Disclosures as per Ind AS 19 - Employee Benefits are as follows:
Contribution to provident and other funds" is recognized as an expense in Note 28 "Employee benefit expenses" of the StandaloneStatement of Profit and Loss.
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 unitseparately to build up the final obligation. The obligation for leave benefits (non funded) is also recognised using the projected
11nit* rrprJif mpfhnrJ
(a) The current service cost recognized as an expense is included in Note 28 'Employee benefits expense' as gratuity andinterest cost recognized as an expense is included in Note 29 'Finance costs'. The remeasurement of the net definedbenefit 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 informationis certified by the Actuary.
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salaryincrease and mortality. The sensitivity analysis above have been determined based on reasonably possible changes ofthe respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates willresult in an increase in the ultimate cost of providing the defined benefit and will thus result in an increase in thevalue 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 arisedue to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets notbeing sold in time.
(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of salaryincrease rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participantsfrom the rate of increase in salary used to determine the present value of obligation will have a bearing on theplan'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.
The obligation for leave benefits (non funded) is also recognised using the projected unit credit method and accordingly the longterm 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 PrivateLimited and further, Greatway Estates Private Limited has mortgaged its immovable property towards amount payable to AssetsCare & Reconstruction Enterprise Limited (ACRE) under the Supplemental Facilities Agreement referred in note 57(a) of thestandalone financial statements.
vi) For details of Corporate guarantees given by the Company on behalf of its wholly owned subsidiary viz Digital Ventures PrivateLimited (DVPL), refer note 40(II)(iii) of the standalone financial statements.
(I) Financial risk management objective and policies
The Company's principal financial liabilities, comprise borrowings, trade and other payables, lease liabilities and other financialliabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financialassets include investments, loans, trade receivables, other receivables, cash and cash equivalents, other bank balances and otherfinancial 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 managementof 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 changesin market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risksuch as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, otherfinancial instruments.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate riskis 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 becauseof fluctuations in interest rates.
The Company enters into transactions in currency other than its functional currency and is therefore exposed toforeign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than thefunctional 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 ratefluctuations arise. Exchange rate exposures are not hedged considering the insignificant impact and period involvedon 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 tomeet its contractual obligations, and arises principally from the Company's receivables from customers, deposits andloans given, investments and balances at bank.
The Company measures the expected credit loss of trade receivables and loans based on historical trend, industrypractices and the business environment in which the entity operates. Expected Credit Loss (ECL) is based on actualcredit 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 inrepayment of loans taken from two Lenders. In this regard, one of the Lenders i.e Axis Bank Limited vide its notice dated 14 February2022 issued to the Company had invoked the Corporate Guarantee issued by the Company on behalf of DVPL and called upon theCompany 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 asper the terms of the sanction letters. Further, during the financial year 2022-23, the Company had also received notice from the otherlender invoking Corporate Guarantee issued by the Company on behalf of DVPL and called upon the Company to make payment ofan 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 BankLimited, regarding filing of petitions under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate InsolvencyResolution Process (CIRP) of the Company and DVPL before the Hon'ble National Company Law Tribunal (NCLT), Mumbai, which waspending for admission. Further on 19 November 2024, the Hon'ble NCLT, Mumbai admitted the application filed by Axis Bank Limitedagainst DVPL and ordered the commencement of CIRP of DVPL and appointed an Interim Resolution Professional (IRP). However, anappeal was filed before the Hon'ble National Company Law Appellate Tribunal ("NCLAT") by DVPL and the Hon'ble NCLAT vide its orderdated 02 December 2024 directed that no further steps shall be taken by the IRP in pursuance of impugned order dated 19 November2024 passed by the Hon'ble NCLT and that agreed cut back arrangement of 20% to continue with Axis Bank Limited. Further, Axis BankLimited 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 March2025) in respect of financial facility granted by Axis Bank Limited to the Corporate Debtor from time to time along with all rights, benefitand obligations thereunder to ACRE.
Pursuant to the Supplemental Facilities Agreement (Refer note 57 of the standalone financial statement above), entered by theCompany, DVPL along with four trusts/entity with ACRE, the management of the Company strongly believes that the above outstandingcredit 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 andDVPL 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 byYBL 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 andtransferred the above credit facilities to J.C. Flowers Asset Reconstructions Private Limited (J.C. Flowers) and the amountoutstanding therein as at 30 November 2022 was H 52,254.63 lakhs (including interest and penal charges). Thereafter on10 February 2023, the Hon'ble NCLT, Mumbai admitted the application filed by YBL against the Company and orderedthe commencement of the CIRP under the IBC. However, an appeal was filed before the Hon'ble National Company LawAppellate Tribunal ("NCLAT") by the Company and the Hon'ble NCLAT vide its order dated 16 February 2023 set aside theimpugned 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 orderdated 16 February 2023 passed by the Hon'ble NCLAT. On 29 March 2023, the Hon'ble Supreme Court allowed the SLPand stayed the further proceedings of the Hon'ble NCLT. The matter is currently pending for hearing before the Hon'bleSupreme Court. However, in respect of petition filed by J.C. Flowers under Section 7 of the IBC to initiate CIRP proceedingsagainst DVPL, the same was dismissed as withdrawn by the Hon'ble NCLT. Further, on August 7, 2023, the Company, DVPLalong with four trusts/entity entered into settlement agreement with J.C. Flowers to settle the above Corporate Guaranteeobligations 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 jointlyand severally by Company, DVPL along with four trusts/entity) pursuant to which Corporate Guarantee obligations and othersecurities created by Company and DVPL will be released by J.C. Flowers on receipt of the said settlement amount. The saidsettlement agreement became effective during the quarter ended 31 March 2024 and accordingly, during the quarter ended31 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 recoverablefrom four trusts/entity as at 31 March 2024 under "other current financial assets". The timelines for payment of the saidsettlement amount had time to time been extended by J.C. Flowers along with payment of applicable interest till 30 May2024 and the Company/DVPL along with four trusts/entity further requested J.C. Flowers for extension of time till 30 June2024 and 15 August 2024 for which confirmation from J.C. Flowers was awaited. However, the Company received letterdated 11 October 2024 from J.C. Flowers intimating termination of the said settlement agreement and further informingthat all terms set out in the Financing document shall continue in full force and effect and all amounts paid under settlementagreement shall be adjusted towards repayment of the outstanding credit facilities of four trusts/entity as if the settlementagreement had never been executed.
Thereafter, J.C.Flowers and Assets Care & Reconstruction Enterprise Limited (ACRE) vide their respective communicationsdated 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 liabilityalready provided till 30 June 2024 of H 25,768.94 lakhs) and the corresponding amount was recoverable from four trusts/entityand the total amount recoverable from four trusts/entity was H 66,303.83 lakhs (including amount recoverable of H 29,591.49lakhs as at 30 June 2024) as at 30 September 2024. Further, vide Supplemental Facilities Agreement dated 15 November2024, the Company, DVPL along with four trusts/entity and other entities forming part of the promoter and promoter grouphave agreed upon certain additional conditions with ACRE in respect of the outstanding credit facilities availed by fourtrusts/entity, the outstanding amount (including interest) of which is H 63,436.19 lakhs (net of H 2550 lakhs paid during theyear by the Company and four trusts/entity) as at 31 March 2025 and the total amount recoverable (including interest) fromfour trusts/entity is H 69,458.74 lakhs (including amounts paid by the Company till 31 March 2025) as at 31 March 2025 andthe 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 theCompany, 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 aboveoutstanding credit facilities of four trusts/entity will be paid to ACRE through various steps including monetization of assets
of DVPL along with four trusts/entity and other security providers. In view of the above, management is of the opinion thatamount 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 investmentsin 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 theschools 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 filedby an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Company'ssubsidiary viz. MT Educare Limited (MTEL) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The Hon'ble NCLTalso appointed an Interim Resolution Professional (IRP) for the Corporate Debtor. An appeal was filed before the Hon'ble NationalCompany Law Appellate Tribunal ("NCLAT") and the Hon'ble NCLAT vide its order dated 6 January 2023 had stayed the constitutionof Committee of Creditors ("CoC"). There was continuation of stay on constitution of CoC by the Hon'ble NCLAT from time to timetill 2 June 2023 and final hearing was concluded on 2 June 2023 and the matter was reserved to order. Finally, the Hon'ble NCLATorder was pronounced on 18 August 2023 whereby Appeal filed by Director Mr. Vipin Choudhry was dismissed. The said orderdated 18 August 2023 was served upon IRP on 21 August 2023 and IRP immediately constituted CoC. CoC at its meeting held on 29December 2023, in terms of Section 22(2) of the IBC, resolved with the requisite voting share, to replace the IRP with Mr. ArihantNenawati 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 finallyResolution Plans were received from two of the Applicants and negotiations took place between CoC members and the applicantson 06 May 2024. Until 31 December 2023, the Management's intent was to revive MTEL by exercising the options available underthe IBC but considering appointment of CoC/RP and receipt of resolution plans from two applicants, the management decided notto exercise options available under the IBC to revive MTEL and the Board of Directors of the Company in its meeting held on 28May 2024 passed necessary resolution in this regard. In view of above, the Company can no longer exercise any right to controlthe 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 (whetherrecorded in writing or otherwise) that the Intermediary shall (I) directly or indirectly lend or invest in other persons or entitiesidentified 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 theunderstanding (whether recorded in writing or otherwise) that the company shall (I) directly or indirectly lend or invest inother 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 duringthe 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 thestatutory requirements for record retention.
Previous year's figures have been regrouped / rearranged, wherever considered necessary to correspond with the current year'sclassifications / disclosures. Figures in brackets pertain to previous year. The impact of such reclassification / regrouping is notmaterial to the standalone financial statements.