DSJ Keep Learning Ltd Auditor Reports

To the Members of DSJ Keep Learning Limited

(Formerly Known as DSJ Communications Limited)

Report on the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of

M/s. DSJ Keep Learning Limited (Formerly Known as DSJ

Communications Limited) ("the Company"), which comprise the balance sheet as at March 31, 2025, and the statement of Profit and Loss (Including Other Comprehensive Income), Statement of changes in Equity and Statement of Cash flows for the year ended on that date, and notes to the financial statements, including a summary of significant other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view, in conformity with the Indian Accounting Standards prescribed under Section the Companies (IndianAccountingStandard) Rules, 2015, as amended ("Ind As") and the accounting principles generally accepted in India, of the state of affairs of the Company as March 31, 2025, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified those Standards are Act, 2013. Our responsibilities further described Responsibilitiesfor the in the Auditors Audit of the Financial Statements section are independent of the Company in accordance with the Code of EthicsissuedbytheInstitute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the the Companies Act, 2013 and the Rules made thereunder, and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe policies and that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were 133 of the Act read with addressed in the context of our audit of the financial as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Key Audit Matter	How the matter was addressed in our audit
Adoption of IND-AS 116, "Leases"	Our audit procedures on compliance with Ind AS 116 include:
As described in note no. 1(h) to the standalone financial statements, the Company has adopted IND AS 116 Leases (Ind- AS 116). The application of this accountingstandard is an area of focus in our audit since the company has a couple of leases with different contract terms.
	- Assessed the Companys evaluation leases based on the contractual agreements;
	- Assessed the reasonableness of the discount rates applied in determining the lease liabilities.
Ind-As 116 introduces a new lease accounting model, wherein a lessee is required to recognize a right-of-use (RoU) asset and a lease liability arising from a lease on the balance sheet. The discounting future lease leaseliabilities payment during the lease term as per the contract/arrangement. Adoption of the standard involves significant judgement & estimates including determination of the discount rates -
	- Tested completeness of the lease data by reconciling the Companys operating lease commitments to data used in computing RoU asset and the lease liabilities.
	Assessed and tested the presentation and disclosures . relating to Ind-As 116 including disclosures relating to transaction.

Information other than the financial statements and Auditors report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards above when it becomes available and, in doing Report including Annexures to Boards identified Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report.

statements does not Ouropinion onthe standalone financial cover the other information and we do not express any form of assurance or conclusion thereon.

In connectionwith our audit of the standalone financial statements, our responsibility is to read the other information

so, consider whether the other information is materially statements or our inconsistent with the standalone financial knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the work done/ audit reports of other auditors, we conclude that there is a material misstatement of this other information, wearerequiredtoreportthatfact. from error, as fraud may involve collusion,

Responsibilities of Management and Those Charged

Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards This responsibility specified under section also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;selection and application policies; making of appropriate judgments and accounting estimates that are reasonable and prudent; and design, that implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completenessoftheaccountingrecords, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or but to do so. tocease operations, or has no realistic The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone

Financial Statements

Our whether the financial statements as a whole are free material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial e in the audit of the standalone financial significanc As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of design financial and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty castexists related to events or conditions significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, whether the financial statements transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant deficienciesin internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; b. In our opinion, proper books of account as required by law have been kept by the Company in so far as it appears from our examination of those books. c. The standalone Balance Sheet, the standalone Statement of Profit and Loss (including Other Comprehensive Income), the standalone Statement of Cash Flows and the standalone Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account. d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards of the Act read with relevant rules issued thereunder. e. On the basis of the from the directors as on March 31, 2025 and taken on record by the Board of Directors, none of the directors is disqualified appointed as a director in terms of Section the Act; f. With respect to the adequacy of the internal financial controls over financial reportingof the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" g. With respect to the matter to be included in the Auditors Report under section 197(16) of the Act: ") or In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act. The remuneration paid to any director is not in excess of the limits laid down under Section 197 read with Schedule V of the Act. h. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: (i) The Company does not have any pending litigations which would position.

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. (iii) There has not been any occasion in case of the Company during the year under report to transfer any sums to the to the Investor Education and Protection delay in transferring such sums does not arise. (iv) (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note no. 40 to the standalone financial statements, advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies),entities including foreign ("Intermediaries"), with the understanding, otherwise, whether recorded in writing that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever te ("Ultima byoronbehalfoftheCompany under section133 Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. representations received (b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note no. 40 to the standalone as on March 31, 2025 from being financialstatements, no funds have been 164(2)of received by the Company from any person(s) or entity(ies), including foreign entities ("FundingParties"), with the understanding, or otherwise, whetherrecorded in writing that the Company shall, directly or indirectly, lend or invest in other persons orentities in any manner whatsoever by or identified on behalf of the Funding Party ("Ultimate any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub clause (i) and (ii) of Rule 11(e), as provided under (a) & (b) above, contain any material misstatement.

(v) The company has neither declared nor paid any dividend during the year. Hence comments as required under Clause 11(f) of the Companies (Audit & Auditors) Rules, 2014 have not been given its financial (vi) The reporting under Rule 11(g) of the (Audit & Auditors) Rules, 2014 is applicable from 1st April, 2023

Based on our examination which included test checks, the company has used an accounting software for maintaining books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year, for all relevant transactions recorded in Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with once it was implemented. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

	For Jayesh Dadia & Associates LLP
	Chartered Accountants
	Firms Registration No. 121142W / W100122
software.
	Rahil Dadia
	Partner
	Membership No. 143181
Place of Signature: Mumbai
Date: May 30, 2025
UDIN: 25143181BMKWGW5445

Annexure A to the Auditors Report

The Annexure referred to in the Independent Auditors Report to the members of the Company on the Standalone IND-AS financial statements for the year ended March 31, 2025 under In our opinion and to the best our information and based on theexplanations our examination of the books of account in the normal course of audit, we state that: (i) In respect of the Companys Property, Plant & Equipment and Intangible Assets: (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment and relevant details of right of-use-assets.

(B) The Company has maintained proper records showing full particulars of intangible assets including intangibles under development. portion (b) A substantial byEquipmentthe has been physically verified management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) As explained to us & based on our examinationof the records of the company, the company does not own any immovable property as on the balance sheet date. (d) The Company has not revalued any of its the Property, Plant & Equipment (including right of-use assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) and the rules made thereunder.

(ii) In respect of its inventories a) The Company does not have any inventory and hence reporting under clause 3(ii)(a) of the Order is not applicable. b) As explained to us & based on our examination of the records of the Company, the Company has not been sanctioned working in aggregate, at any points of time during the year, from on the basis of security banksand financialinstitutions of current assets. Hence, reporting under clause 3(ii) (b) of the Order is not applicable.

(iii) The Company has not made any investments, given any loans or advances in the nature of loans or provided any guarantees or securities to companies, firms, Liability partnerships or partiesduring the year.other 3(iii)(f) of the Hence reporting Order is not applicable.

(iv) The Company has not given any loans or advances in the nature of loans, or provided any guarantee or security or sectionmadeanyinvestmentsasspecified 185 and 186 of the Companies Act, 2013. Hence reporting under and according to clause 3(iv) of the order is not applicable.

(v) The Company has not accepted any deposits or amounts deemed to be deposits during the year. Therefore, reporting under clause 3(v) of the Order is not applicable. (vi) According to the information & explanation the maintenance of cost records has not been prescribed by the Central Government under Sub-Section(1) of Section 148 of the Companies Act, 2013 for the business carried out by the Company and accordingly comment under Clause 3(vi) of the Order is not applicable. (vii) In respect of statutory dues: (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no undisputed statutory dues as mentioned above in 2025 for a period of more than six months from the date they became payable except the following:7oly

Name of the Statute	Nature of Dues	Period to which the due pertain to	Amount Rs. in Lakhs (excluding interest)
Labour Welfare Fund	Labour Welfare Fund	F.Y. 2022-23	0.008
limits in excess of 5 crore,
Labour Welfare Fund	Labour Welfare Fund	F.Y. 2023-24	0.006

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise, value added tax or Goods & Service Tax which have not been Limited deposited on account of any disputes: (viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(ix) (a) The Company has not defaulted in repayment of loans or borrowings or on the payment of interest thereon to banks or financial institutions. In respect of loans (12) of section143 of taken from related parties, the principal & interest thereon are repayable on demand. The management has represented to us that the company has repaid the principal or paid interest during the year as and when demanded by the lender. Accordingly, in our opinion the Company has not defaulted in repayment of loans or borrowings or on the payment of interest thereon during the year.

(b) The Company has not been declared a willful defaulter by any bank or financial any government authority.

(c) The Company has not taken any term loans during the year and there are no outstanding term loans at the clause beginning of the year. Hence reporting 3(ix)(c) of the Order is not applicable. ds.

(d) On an overall examinationof the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company does not hold investments in any subsidiary, associate or joint ventures as defined under Companies Act, 2013. Hence reportingunder clause 3(ix)(e) of the Order is not applicable.

(f) On an overall examination of the financialstatements of the Company, the Company does not hold investments in any subsidiary, associate or joint ventures as defined under Companies Act, 2013. Hence reporting under clause 3(ix)(e) of the Order is not applicable.

45-IA of the Reserve Bank of (x) (a) The Company has not raised any moneys by way of public offer including initial debt instruments during the year. Hence reporting under clause 3(x)(a) of the Order is not applicable.

(b) During the year, the Company has not made any preferential allotment or private placement of partly or shares or convertible under clause 3(x)(b) of the Order is not applicable. However, the company has raised funds under a rights issue during the year which have been put to use for the purpose for which they were raised.

(xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in and to the best of our knowledge and belief and according to the informationandexplanationsgiven liabilities, other information to us, we have neither come across any material fraud by the Company or on the Company by its officers or employees noticed or reported during year nor have we been informed of such case by the management.

(b) No report under sub-section

Companies Act, 2013, has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit & Auditors) Rules, 2014 with the central government, during the year and up to the date of this report.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable. orgovernment or (xiii) In our opinion, the Company is in compliance with the provisions of section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with related parties and the details of related party transactions have as been disclosed in the standalone financial standar requiredbytheapplicableaccounting (xiv) (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered the internal audit reports for the year under audit issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xv) According to information& explanations given to the us and based examinationof the records of the our

Company, the Company has not entered into any non-cash with directors or persons connected to its transactions of the directors and hence the provisions of section Companies Act, 2013 are not applicable to the Company. (xvi) (a) & (b) In our opinion, the Company is not required to be registered under section India Act, 1934. Hence reportingunder clause 3(xvi)(a) & (b) of the Order is not applicable.

(c) & (d) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) & (d) of the Order is not applicable.

(xvii) The Company has not incurred any cash losses during the financial preceding financial (xviii) There has been no resignation of the statutory auditors of the Company during the year. Accordingly, clause 3(xviii) of the order is not applicable.

(xix) According to the information and explanations given to us India ageing and expected andonthebasisofthe financial dates of realizationfinancial assets and payment of of accompanying financial the financial of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us believe that any material uncertainty exists as on the date of the audit report that the company is not capable of sheet meeting its liabilities as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any due guarantee nor any assurance that all liabilities within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

Also refer to the Information Other than the Standalone

Financial Statements and Auditors Report Thereon paragraph of our main audit report which explains that the other information comprising of the information included in the Companys annual report is expected to be made available to us after the date of this auditors report.

(xx) In our opinion and according to the information and explanations given to us, the provisions of section of the Companies Act, 2013 are not applicable to the Company during the year under audit. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For Jayesh Dadia & Associates LLP

Chartered Accountants

Firms Registration No. 121142W / W100122

Rahil Dadia

Partner

Membership No. 143181

Place of Signature: Mumbai

Date: May 30, 2025

UDIN: 25143181BMKWGW5445

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Act") referred to in paragraph 2 (f) on Report on Other Legal and Regulatory Requirements of our report.

Opinion

We have audited the internal financial reporting of M/s. DSJ Keep Learning Limited (Formerly Known as DSJ

Communications Limited) ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. In our opinion, the Company has, in general, in all material reporting respects, an adequate internal financialcontrols system over financialreportingand such internal reporting financialcontrols included over financial reporting were found March 31, 2025, based on the internal control over financial reporting criteria established same needs to be further improved and formally documented in view of the size of the company and nature of its business and regulatory requirements, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting tn the Institute of Chartered Accountants of India.

Managements Responsibility for Internal Financial Controls controls system over

. The Companys management is responsible for establishing and maintaining internal financial internal control over financialreporting by the Company considering the essential components internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting by the Institute of Chartered Accountants of India (‘ICAI) implementation and Theseresponsibilities maintenance of adequate internal financial control over financial reporting operating effectively for ensuring the orderly and conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely financial information, as required under the Companies 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over of the companys our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting (the "Guidance Section143of theCompaniesAct,2013("the on Auditing, issued by ICAI and deemed to section 143(10) of the Companies Act, 2013, applicable to an audit of internal financialcontrols. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal controlsoverfinancial referencetothestandalonefinancialstatements financial controls over financial and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls systemoverfinancial and their operating effectiveness. financialcontrols overOur audit of internal financial an understanding of internal financial effectively as at risk that a material weakness exists, and testing eness of internal control based effectiv bytheCompany.However,the thedesignandoperating on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. issued by sufficie Webelievethattheauditevidencewehaveobtainedis and appropriate to provide a basis for our audit opinion on the Companys internal financial reporting

Meaningcontrols based of InternalonFinancialthe Controls over Financial

Reportingcriteria established

A companys internal financialcontrol over financial a process designed to provide reasonable assurance regarding issued the reliability of financial reporting and the preparation of financial statements for external generally accepted accounting principles. A companys internal controls that were financial includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions provide reasonable assurance thattransactionsare recorded preparation of reliable as necessary to permit preparation of financial statements in Act, accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection based on that acquisition, use, or disposition could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financialcontrols financial reportingover are subject to the risk that the internal financial control over financial reporting in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

For Jayesh Dadia & Associates LLP

Chartered Accountants

Firms Registration No.

Rahil Dadia

Partner

Membership No. 143181

Place of Signature: Mumbai

to future periods

Date: May 30, 2025

UDIN: 25143181BMKWGW5445

may become inadequate because of changes