Note 2.2: Terms/rights attached to equity shares

(i) The company has only one class of shares referred to as equity shares having a par value of '10/- as at 21st January, 2024.

(ii) Each holder of equity shares is entitled to one vote per share.

(iii) In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

(iv) The Company have been formed pursuant to the conversion of the erstwhile LLP into the company, purusant to which 1,50,00,000 were issued to the existing partners of the LLP on 21st January, 2024.

(1) The Company has not issued any shares pursuant to a contract without payment being received in cash in the current year.

(2) There are no shares reserved for issue under options.

(3) There are no securities that are convertible into equity / preference shares.

(4) There has not been any buy-back of shares

(5) The Company has not issued any bonus shares during the year

Note No. 4.1: Term Loans from Bank

(a) The Company has availed Term Loan for meeting working capital needs from the Saraswat Co-op Bank Limited under Guruanteed Emergency Credit Line (GECL) under Emergency Credit Line Guarantee Scheme (ECLGS) of '540.00 Lakhs payable in 36 Equally Monthly Installment. The Period of Oustanding is 36 Months carrying the rate of interest of 9.25% p.a. The loan is secured by guarantee of NCGTC under ECLGS. (a) Second Charge of '40.00 Lakhs on Equitable Mortgage of Shops No G 016 & G 017 situated at Alok Nagari, G Wing, CTS No 1305, Near Agrawal Talim, Off Surya Hospital Pawale Chowk Road, Kasba Pethe Pune 411011 owned by Rakesh Rambhia & Anil Rambhia . 2. Second Charge of '500.00 Lakhs on Equitable Mortgage of property Situated at Flat No 801,8th Floor, A Wing, Ansal Heights, G M Bhosale Marg, Worli, Mumbai - 400018 owned by Rakesh Rambhia & Surekha Rambhia. Personal Guarantee of Director Rakesh Rambhia & Anil Rambhia and Corporate Guarantee of Chetana Publications Private Limited. There is no default in terms of repayment of principal & interest

(a) The Company has availed Vehicle Term Loan for purchase of vehicle from ICICI Bank Limited of '90.00 Lakhs payable in 60 Equally Monthly Installment carrying the rate of interest of 8.50% p.a. The Period of Oustanding is 44 Months. The loan is secured against hypothecation of vehicle. There is no default in terms of repayment of principal & interest

(b) The Company has availed Vehicle Term Loan for purchase of vehicle from ICICI Bank Limited of '31.85 Lakhs payable in 60 Equally Monthly Installment carrying the rate of interest of 9.75% p.a. The Period of Oustanding is 47 Months. The loan is secured against hypothecation of vehicle. There is no default in terms of repayment of principal & interest

(c) The Company has availed Vehicle Term Loan for purchase of commerical vehicle from Kotak Mahindra Bank Limited of '14.65 Lakhs payable in 54 Equally Monthly Installment carrying the rate of interest of 9.00% p.a. The Period of Oustanding is 38 Months. The loan is secured against hypothecation of vehicle. There is no default in terms of repayment of principal & interest

(d) The Company has availed Vehicle Term Loan for purchase of commerical vehicle from Kotak Mahindra Bank Limited of '14.65 Lakhs payable in 54 Equally Monthly Installment carrying the rate of interest of 9.00% p.a. The Period of Oustanding is 38 Months. The loan is secured against hypothecation of vehicle. There is no default in terms of repayment of principal & interest

(e) The Company has availed Vehicle Term Loan for purchase of commerical vehicle from Kotak Mahindra Bank Limited of '8.79 Lakhs payable in 54 Equally Monthly Installment carrying the rate of interest of 9.00% p.a. The Period of Oustanding is 38 Months. The loan is secured against hypothecation of vehicle. There is no default in terms of repayment of principal & interest

(f) The Company has availed Vehicle Term Loan for purchase of commerical vehicle from Kotak Mahindra Bank Limited of '9.17 Lakhs payable in 48 Equally Monthly Installment carrying the rate of interest of 9.50% p.a. The Period of Oustanding is 46 Months. The loan is secured against hypothecation of vehicle. There is no default in terms of repayment of principal & interest

(a) The Company has availed cash credit faciltiy having sanction limit of '3000.00 Lakhs with The Saraswat Co-op Bank Limited against the hypothecation of stock and debtors carrying the rate of interest of 10.00% p.a. and repayable on demand. The Cash Credit is secured against Equitable Mortgage of Shops No G 016 & G 017 situated at Alok Nagari, G Wing, CTS No 1305, Near Agrawal Talim, Off Surya Hospital Pawale Chowk Road, Kasba Pethe Pune 411011 owned by Rakesh Rambhia & Anil Rambhia . Equitable Mortgage of property Situated at Flat No 801, 8th Floor, A Wing, Ansal Heights, G M Bhosale Marg, Worli, Mumbai - 400018 owned by Rakesh Rambhia & Surekha Rambhia. Also secured against fixed deposit of '120.00 Lakhs. Personal Guarantee of Anil Rambhia & Rakesh Rambhia and Corporate Guarantee of Chetana Book Depot & Chetana Publications Private Limited.

(b) The Company has availed overdraft facility having sanction limit of '490.00 Lakhs with ICIO Bank Limited carrying the rate of interest of 10.00% p.a. and repayable on demand. The overdraft facility is secured against Equitable Mortgage of Gala No 1 to 4, 101 to 104 on 1st Floor, Rajlaxmi Commercial Complex, Bhiwandi, Thane -421302 owned by Chetana Publications Private Limited. Personal Guarantee of Anil Rambhia & Rakesh Rambhia.

Note 7.2: Loans From Directors & Relatives

(a) The unsecured loan of '435.16 Lakhs includes non interest bearing funds of '420.16 Lakhs from directors of the company i.e. an amount of '196.02 Lakhs from Mr. Anil Rambhia and '234.09 Lakhs from Mr. Rakesh Rambhia, which is repayable on demand.

(b) The unsecured loan of '435.16 Lakhs includes interest bearing funds of '5.05 Lakhs from relatives of directors of the company repayable on demand at an interest rate of 12.00%. There is no default in terms of repayment of principal and interest.

The Company has taken over assets & liabilities (including unsecured loans) from erstwhile LLP on conversion. The outstanding unsecured loan of Rs 935.46 Lakhs from other parties bearing the rate of interest from 9% to 12% which are repayable on demand. There is no default in terms of repayment of principal and interest.

Note 7.4: Inter-Corporate Borrowings

The Company has an outstanding inter-corporate non interest bearing borrowings of '6.04 Lakhs from Chetana Publications Private Limited which is repayable on demand.

The company has taken steps to identify suppliers who qualify as micro and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. As of March 31, 2024, the company has classified suppliers according to their status under the Act based on available information and disclosures regarding unpaid amounts at year-end. Suppliers from whom information is not available are classified under the "others" category. Management believes that any interest payable in accordance with the provisions of the Act is not expected to have a material impact.

Note No. 28: Extraordinary Items

Extraordinary Items represent For the year ended 31st March, 2024

Provision for employee retirement benefits, specifically gratuity provision related to past years' service, stemming from the transfer of employees from Chetana Education LLP to the company during its conversion, amounts to ' 35.21 Lakhs up to the date of incorporation. This has been identified as extraordinary items, supported by an actuarial valuation report dated 21.01.2024. (Refer Note 6A)

The company does has any potential equity shares and hence Basic Earning Per Share and Diluted Earning Per Share are same.

Note No. 30: Contigent Liabilites and Commitments

The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company also believes that the above issues, when finally settled, are not likely to have any significant impact on the financial position of the Company. The Company does not expect any reimbursements in respect of the above contingent liabilities.

Note No. 32: Details of CSR Expenditure

The provision of CSR is not applicable to company since this is first year of incorporation. The company does not satisfying any of the criteria during the immediately preceding financial year required to comply with CSR provisions specified under section 135(1) of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014. However, the same will be applicable from upcoming years and therefore the company has consituted a CSR Committee and implement Company's CSR Policy

Note No. 38 : According to the management assessment, the company has prudently set aside a provision of ' 49.62 Lakhs related to undisputed & disputed Trade receivables considered doubtful and doubtful loans & advances . This provision serves as a precautionary measure against potential losses stemming from non-payment by these assets. This decision likely reflects a confidence in the expected realization value of these assets, which is anticipated to remain at or above the amounts reported in the balance sheet under the company's standard operating conditions.

These estimates are formulated based on the collective judgment of the management, taking into account past experiences, industry trends, and other relevant factors. It is important to note that these estimates involve inherent uncertainties, and actual results may differ from the estimates due to changes in economic conditions, market dynamics, and other unforeseen factors. However, the management believes that the assumptions underlying these estimates are reasonable and reflective of the best available information at the time of preparation.

The management regularly reviews and updates these estimates as new information becomes available or circumstances change, ensuring that the financial statements provide a fair and accurate representation of the company's financial position and performance.

Note No. 39 : There are no long term contracts as on 31.03.2024 including derivative contracts for which there are any material foreseeable losses.

Note No. 40 : In the opinion of the Management, provision for all known liabilities is adequate and not in excess of the amount reassonably necessary.

Note No. 41 : Figures of previous years have been regrouped, rearranged and reclassified wherever necessary to conform the current period's classification.

Note No. 42 : In the opinion of the Management, there are no direct personal expenses debited to the profit and loss account. However, personal expenditure if included in expenses like telephone, vehicle expenses etc. are not identifiable or separable.

Note No. 43 : Balances of Trade Receivables, Trade Payables, Borrowings and Loans & Advances and Deposits are subject to confirmation.

Note No. 44: Pending Litigation involving the company

The Company is subject to various legal proceedings from time to time, mostly arising in the ordinary course of our business. Except as stated in this section, there are no:

(i) criminal proceedings;

(ii) actions by statutory or regulatory authorities;

(iii) disciplinary action including penalty imposed by SEBI or stock exchanges in the last five financial years including outstanding action;

(iv) claims relating to direct and indirect taxes; and

(v) Material Litigation (as defined below); involving our Company, Directors or Promoters.

The company has defined outstanding litigation involving our Company, its directors and its promoters, shall be considered material ("Material Litigation") if:

(a) the aggregate monetary claim made by or against the Company, Directors, or Promoters, as the case may be, in any such pending litigation or arbitration proceeding is in excess of 5% of the profit after tax of the Company, in the most recently completed Financial Year as per the Restated Financial Statements; or

(b) in such litigation the monetary liability is not quantifiable, or which does not fulfil the threshold specified in (a) above, but the outcome of which could, nonetheless, have a material adverse effect on the business, operations, performance, prospects, financial position or reputation of our Company.

According to the board's assessment, the company has prudently set adequate provision wherever necesary to serves as a precautionary measure against potential losses. In respect of criminal proceeding against the company, company had win the proceeding of Section 138 of Negotiable Instrument Act, 1881 and defaulter had filed appeal against the said order.

Note No. 45: Additional Regulatory Information

(i) Following disclosures are made where Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person, that are:

(iii) During the year, the Company has borrowings from banks or financial institutions on the basis of security of current assets, and same is disclosed as following:-

(a) All the Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts, there are no material discrepancies.

(1) As this is the first year of incorporation, analytical ratios from previous years are not applicable. Consequently, variances cannot be calculated

(2) In the Debt Equity Ratio, Closing Shareholder's Equity has been considered since this is first year of incoporation

(3) In the Debt Service Ratio, Debt Service, which comprises interest and scheduled principal repayments of longterm borrowings, has been calculated from the date of incorporation up to the period ending on March 31, 2024.

(4) IIn Return on Equity Ratio, Closing Shareholder's Equity has been considered since this is first year of incoporation

(5) In Inventory Turnover Ratio, Stock Transfer on Conversion of LLP to Company and Closing Inventories has been considered while calulating Average Inventories

(6) In Trade Receivable Turnover Ratio, Closing Trade Receivable has been considered. Due to seasonal nature of business of the company, Trade Receivables are high at the year end

(7) In Trade Payable Turnover Ratio, Closing Trade Payable has been considered.

(8) In Return on Capital Employed, Closing Balance of Equity Shareholders Fund amd Long & Short Term Debts has been considered.

(9) In Return on Investment, Closing Investment has been considered.

(v) Other statutory information :

(a) Title deeds of Immovable Property not held in name of the Company - NIL

(b) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year

(c) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(d) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(e) The Company has no relationship with struck off companies

(f) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(g) The Company was not a part of any Scheme of Arrangements to be approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013

(h) 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:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(i) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(j) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)

(k) The Company is in compliance with the number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 during the period ended 31.03.2024