m Provisions and Contingencies
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
A disclosure for contingent liabilities is made when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of the amount cannot be made.
n Earnings per Share
(i) Basic Earnings per Share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year
(ii) Diluted Earnings per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares, if any.
o Rounding of amounts
All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest Lakhs (with two places of decimal) as per the requirement of Schedule III, unless otherwise stated.
p Recent accounting pronouncements- Standard issued but not yet effective
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
| 2 | CRITICAL ESTIMATES AND JUDGEMENTS
The preparation of standalone financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions, that affect the
application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these standalone financial statements and the reported amounts of revenues and expenses for the years presented. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed at each Balance Sheet date. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.
This Note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the standalone financial statements.
The areas involving critical estimates or judgements are: Impairment of Trade Receivables - Notes 1(f)(iii) and 21
Impairment of trade receivables is primarily estimated based on prior experience with and the past due status of receivables, based on factors that include ability to pay and payment history. The assumptions and estimates applied for determining the provision for impairment are reviewed periodically.
Contingencies - Note 1(m) and Note 30
Legal proceedings covering a range of matters are pending against the Group. Due to the uncertainty inherent in such matters, it is often difficult to predict the final outcome. The cases and claims against the Group often raise factual and legal issues that are subject to uncertainties and complexities, including the facts and circumstances of each particular case/claim, the jurisdiction and the differences in applicable law. The Group consults with legal counsel and other experts on matters related to specific litigations where considered necessary. The Group accrues a liability when it is determined that an adverse outcome is probable and the amount of the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the matter is disclosed.
| 3 | RIGHT OF USE ASSETS AND LEASE LIABILITIES Company as a Lessee
The Company leases warehouse used for business purposes. The leases typically run for a period of 3 years, with an option to renew the lease after that date. Lease payments are renegotiated every three years to reflect market rentals.
Information about leases for which the Company is a lessee is presented below
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
The Company has incurred expenses relating to short term leases and leases of low value assets for certain accommodation. Terms of such lease include option for renewal on mutually agreed terms. There are no restrictions imposed by lease arrangements and there are no purchase options or sub leases or contingent rents. Operating lease rentals for the year recognised in Statement of Profit and Loss amounts to Rs. 3.16 Lakhs (2023-24 - Rs. 3.25 Lakhs).
The total cash outflow for leases is Rs. 3.88 Lakhs (2023-24 - Rs. 3.25 Lakhs) for the year, including cash outflow for short term leases and leases of low value assets.
Rights, preferences and restrictions attached to shares
The Company has only one class of equity shares having a par value of Rs.10/- per share (previous year Rs.10/- per share). Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holder of equity shares are eligible to receive remaining assets of the Company in proportion to their shareholding.
| 23 | FAIR VALUE MEASUREMENTS
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows below:
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
If one or more of the significant inputs is not based on observable market data, the fair value is determined using 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 counterparty.
The fair value of trade receivables, cash and cash equivalents, other bank balances, trade payables and other financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. The fair values of unquoted equity instruments were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has classified certain financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year ended March 31,2025.
The Company has a system-based approach to risk management, anchored to policies and procedures and internal financial controls aimed at ensuring early identification, evaluation and management of key financial risks (such as market risk, credit risk and liquidity risk) that may arise as a consequence of its business operations as well as its investing and financing activities. Accordingly, the Company’s risk management framework has the objective of ensuring that such risks are managed within acceptable and approved risk parameters in a disciplined and consistent manner and in compliance with applicable regulation. It also seeks to drive accountability in this regard.
This Note explains the sources of risk which the entity is exposed to and how the entity manages the risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
(A) Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily Trade Receivables) and from its investing activities (primarily Deposits with Banks).
Trade receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer credit risk is managed subject to the Company’s policy and procedures which involve credit approvals, establishing credit limits and
continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. The Company’s customer base is large and diverse limiting the risk arising out of credit concentration. Further, credit is extended in business interest in accordance with business-specific credit policies. The Company’s exposure to trade receivables on the reporting date, net of expected loss provisions, stood at Rs. 215.91 Lakhs (Rs. 328.08 Lakhs as on March 31,2024)
All overdue customer balances are evaluated taking into account the age of the dues, specific credit circumstances, the track record of the counterparty etc. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company’s historical experience with customers.
Other financial assets
Credit risk from balances with banks, term deposits and investments is managed by Company’s finance department. Investments of surplus funds are made only with approved counterparties who meet the minimum threshold requirements. The Company monitors ratings, credit spreads and financial strength of its counterparties. As these counter parties are Government institutions, public sector undertakings with investment grade credit ratings and taking into account the experience of the Company over time, the counter party risk attached to such assets is considered to be insignificant.
The Company’s maximum exposure to credit risk for the components of the Balance Sheet as of March 31,2025 is the carrying amounts as disclosed in Note 4, 6.1,6.2, 6.3, 6.4, 6.5 and 6.6.
(B) Liquidity risk
Liquidity risk refers to the risk that the Company fails to honour its financial obligations in accordance with terms of contract. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.
Management monitors rolling forecasts of the Company’s liquidity position (including the undrawn credit facilities extended by banks and financial institutions) and cash and cash equivalents on the basis of expected cash flows. In addition, the Company’s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
The following table shows a maturity analysis of the anticipated cash flows including interest obligations for the Company’s non-derivative financial liabilities on an undiscounted basis (all payable within 12 months), which therefore does not differ from their carrying value as the impact of discounting is not significant.
The Company does not have Derivative financial liabilities as at the end of above mentioned reporting periods.
(C) Market risk
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company transacts business in local currency, therefore there is no exposure to foreign currency risk.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company engages in financing activities at market linked rates, any changes in the interest rate environment may impact future rates of borrowings.
The exposure of the Company’s financial assets and financial liabilities to interest rate risk is as follows:
Increase/ decrease of 50 basis points (holding all other variables constant) in interest rates at the balance sheet date would result in increase/decrease of Rs. Nil (March 31, 2024 - Rs. Nil) in interest expense on financial liabilities with floating interest rate and corresponding impact on profit before tax for the year ended March 31,2025.
The Company invests its surplus funds in fixed deposits and mutual funds. Fixed deposits are held with highly rated banks and have a short tenure and are not subject to interest rate volatility.
(iii) Securities price risk
The Company invests in mutual fund schemes of leading fund houses. Such investments are susceptible to market price risk that will fluctuate due to changes in market traded prices, which may impact the return and value of such investments. The value of investments in such mutual fund schemes as at March 31,2025 is Rs. 721.83 Lakhs (March 31,2024 - Rs. 201.51 Lakhs). Accordingly, fair value fluctuations arising from market volatility is recognised in Statement of profit and loss.
| 25 | CAPITAL MANAGEMENT (a) Risk management
The Company’s objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company does not have any debt, hence the Debt-to-Equity ratio is Nil as on March 31,2025 and as on March 31,
2024 respectively.
No changes were made to the objectives, policies or processes for managing capital during the years ended March 31,
2025 and March 31,2024.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit obligation recognised in the Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
(k) The Company expects to contribute Rs. Nil (Previous Year - Rs. Nil) to the funded gratuity plans during the next financial year.
(l) The weighted average duration of the defined benefit obligation as at March 31,2025 is 2 years (March 31,2024 - NA).
(II) Post-employment Defined Contribution Plans (A) Provident Fund
Certain categories of employees of the Company receive benefits from a provident fund, a defined contribution plan. Both the employee and employer make monthly contributions to a government administered fund at specified percentage of the covered employee's qualifying salary. The Company has no further obligations under the plan beyond its monthly contributions.
During the year, an amount of Rs. NIL (Previous Year- Rs. NIL) has been recognised as expenditure towards above defined contribution plans of the Company.
(III) Leave Obligations
The Company provides for accumulation of leave by certain categories of its employees. These employees can carry forward a portion of the unutilised leave balances and utilise it in future periods or receive cash (only in case of earned leave) in lieu thereof as per the Company's policy. The Company records a provision for leave obligations in the period in which the employee renders the services that increases this entitlement.
The total closing provision towards this obligation was Rs. 3.79 Lakhs and Rs. NIL as at March 31,2025 and March 31,2024 respectively. The amount of the provision is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.
However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave that is not expected to be taken or paid within the next 12 months.
(IV) Risk Exposure
Through its defined benefit plans, the Company is exposed to some risks, the most significant of which are detailed below: Discount rate risk
The Company is exposed to the risk of fall in discount rate. A fall in discount rate will eventually increase the ultimate cost of providing the above benefit thereby increasing the value of the liability.
Salary growth risks
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
Demographic risk
In the valuation of the liability, certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the benefit cost.
1T| ADDITIONAL REGULATORY INFORMATIONS
(i) Title Deeds of Immovable Property not held in the name of the Company
The Company does not hold any immovable property in the current financial year and therefore the disclosure requirement w.r.t the Title Deeds of Immovable Property held in the name of the Company are not applicable to the Company in terms of Para 6(L)(i) of Part I of Schedule-III of the Act,
(ii) The Fair Valuation of Investment Property is based on the valuation by a Registered Valuer
The Company does not hold any Investment property and therefore the disclosure requirement w.r.t the Fair Value is based on the valuation by a Registered Valuer is not applicable to the Company in terms of Para 6(L)(ii) of Part I of Schedule-III of the Act.
(iii) The Revaluation of Property, Plant and Equipment (including Right-of-Use Assets) is based on the valuation by a Registered Valuer
The Company does not hold Property, Plant and Equipment and therefore the disclosure requirement w.r.t the revaluation is based on the valuation by a Registered Valuer is not applicable to the Company in terms of Para 6(L)(iii) of Part I of Schedule-III of the Act.
(iv) The Revaluation of Intangible Assets is based on the valuation by a Registered Valuer
The Company does not hold Intangible Assets and therefore the disclosure requirement w.r.t the Revaluation is based on the valuation by a Registered Valuer is not applicable to the Company in terms of Para 6(L)(iv) of Part I of Schedule-III of the Act.
(v) Loans or Advances granted to Promoters, Directors, KMPs and the related parties
The Company has not granted loan to Promoters, Directors, KMPs and the related parties during the year under audit, therefore the disclosure requirement w.r.t Loans or Advances granted to Promoters, Directors, KMPs and the related partes in terms of Para 6(L)(v) of Part I of Schedule-III of the Act is not applicable to the Company.
(vi) Capital Work-In-Progress
There is no Capital Work-in-Progress(C-WIP) during the current financial year and therefore the disclosure requirement w.r.t Capital Work-In-Progress are not applicable to the Company in terms of Para 6(L)(iv) of Part I of Schedule-III of the Act.
(vii) Intangible Asset Under Development
There is no Intangible Asset Under Development during the current financial year and therefore the disclosure requirement w.r.t Intangible Asset Under Development are not applicable to the Company in terms of Para 6(L)(vii) of Part I of Schedule- III of the Act.
(viii) Details of Benami Property held:
Neither any proceedings have been initiated nor any proceedings are pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 and the Rules made thereunder.
In view of this, the disclosure requirement in terms of Para 6(L)(viii) of Part I of Schedule-III of the Act are not applicable to the Company.
(ix) Quarterly Returns or Statements of Current Assets and reconciliation thereof
The Company has not borrowed any money either from banks or financial institutions on the basis of security of current assets and therefore disclosure requirement as to Quarterly Returns or statements of current assets and reconciliation thereof in terms of Para 6(L)(ix)(a) of Part I of Schedule-III of the Act are not applicable to the Company.
(x) Wilful Defaulter
The Company has not been declared as Wilful Defaulter by any Bank or Financial Institutions or other lender and therefore, the disclosure requirement w.r.t Wilful Defaulter in terms of Para 6(L)(x) of Part I of Schedule-III of the Act are not applicable to the Company.
(xi) Relationship with Struck Off Companies
The Company has not entered into transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 and therefore disclosure requirement w.r.t Relationship with Struck Off Companies in terms of Para 6(L)(xi) of Part I of Schedule-III of the Act is not applicable to the Company.
(xii) Registration of charges or satisfaction with Registrar of Companies
The Company never borrowed any money from any lenders and therefore neither the registration of charges nor the satisfaction of charges were required with Registrar Of Companies and hence disclosure requirement as to Registration of Charges or Satisfaction with Registrar of Companies in terms of Para 6(L)(xii) of Part I of Schedule-III of the Act is not applicable to the Company.
(xiii) Compliance with Number of Layers of Companies
No investment has been made in any company, thus the disclosure requirement w.r.t Compliance with number of layers of Companies in terms of Para 6(L)(xiii) of Part I of Schedule-III of the Act is not applicable to the Company.
(xiv) Compliance with Approved Scheme(s) of Arrangements
During the year, no Scheme of Arrangements have been approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 and therefore, the disclosure requirement w.r.t Compliance with Approved Scheme(s) of Arrangements in terms of Para 6(L)(xv) of Part I of Schedule-III of the Act is not applicable to the Company.
(xv) Utilizasion of Borrowed Funds and Share Premium
A. During the year, 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(s) or entity(ies), including Foreign Entities (Intermediate) and therefore, disclosure requirement as to Utilizasion of Borrowed Funds and Share Premium in terms of Para 6(L)(xvi)(A) of Part I of Schedule-III of the Act are not applicable to the Company.
B. During the year, the Company has not received funds from any person(s) or entity(ies), including Foreign Entities (Funding Party) and therefore, disclosure requirement as to Utilizasion of Borrowed Funds and Share Premium in terms of Para 6(L)(xvi)(B) of Part I of Schedule-III of the Act are not applicable to the Company.
(xvi) The Company does not have any 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). Hence, reporting in terms of Para 7(l) of Part II of Schedule- III - Division II of the Act is not applicable to the Company.
(xvii) The Company is not covered under section 135 of the Companies Act, 2013. Hence, reporting in terms of Para 7(m) of Part II of Schedule-III of the Act is not applicable to the Company.
(xviii) The Company has neither traded nor invested in Crypto currency or Virtual Currency during the financial year. Hence, reporting in terms of Para 7(n) of Part II of Schedule-III of the Act is not applicable to the Company.
| 29 | SCHEME OF ARRANGEMENT
Pursuant to the Scheme of Arrangement (the 'Scheme'), duly sanctioned by the National Company Law Tribunal (NCLT), Kolkata Bench vide Order dated 22 June 2023 ("Order"), with effect from the Appointed Date i.e., April 01 2022, the E-commerce Distribution Business along with identified non-core assets ('the demerged undertaking ') of the Saregama India Limited ("Demerged Company") including investment in wholly owned subsidiary - Open Media Network Private Limited engaged in publication business, stands transferred into the "Digidrive Distributors Limited" ('the Resulting Company').
On receipt of the order dated 26 June 2023 from NCLT sanctioning the Scheme and upon filing the same with Registrar of Companies, Kolkata on 12 July 2023 the Scheme has become effective. Accordingly, the Company has given effect to the Scheme in the financial statements for the year ended March 31 2023 and has accounted the same as per the pulling of interest method.
Pursuant to the above Order, the Company has recognised the effect of demerger and the difference of Rs.3,560.66 Lakhs i.e. excess of the value of transferred assets over the transferred liabilities pertaining to the demerged undertaking pursuant to the Scheme of Rs.7416.85 Lakhs adjusted with equity share capital issued of Rs.3856.19 Lakhs has been credited to the Capital Reserve.
33| COMMITMENTS
Estimated amount of contract remaining to be executed on Capital account and not provided for [net of advances of Rs. Nil (March 31,2024 - Rs. Nil) as at March 31,2025 are estimated at Rs. Nil (March 31,2024 - Rs. Nil).
| 34 | CONTINGENT LIABILITIES
Contingent liabilities of the Company is Rs. Nil as at March 31,2025 (March 31,2024 - Rs. Nil).
"3T| DISCLOSURE OF INVESTMENTS MADE IN RELATED PARTIES REQUIRED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013
(a) The Company has invested in equity of Rs. Nil (2023-24 Rs. Nil) during the year in its subsidiary, Open Media Network private limited for its principal business activities.
36 Previous year’s figures have been regrouped or re-arranged, where considered necessary.
As per our report of even date attached For and on behalf of the Board of Directors of
For Vidya & Co. Digidrive Distributors Limited
Chartered Accountants CIN : L51909WB2022PLC252287
Firm’s Registration No.: 308022E
Jitendra Nagar Alok Kalani Kiran Bandekar
Partner Chairman Managing Director
Membership Number: 055659 DIN: 03082801 DIN: 10245133
Place : Kolkata Place : Kolkata
Asish Kumar Ray Kriti Jain
Chief Financial Officer Company Secretary
M. No. ACS 62248
Place : Kolkata Place : Kolkata Place : Kolkata
Date : May 23, 2025 Date : May 23, 2025 Date : May 23, 2025
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