Notes to Accounts of Hindustan Media Ventures Ltd.

Mar 31, 2025

n) Provisions

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. When the Company expects some or
all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement
is recognised as a separate asset, but only when
the reimbursement is virtually certain. The expense
relating to a provision is presented in the statement
of profit and loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage of
time is recognised as a finance cost.

o) Employee benefits

Short term employee benefits and defined
contribution plans:

All employee benefits payable/available within
twelve months of rendering the service are
classified as short-term employee benefits.
Benefits such as salaries, wages and bonus etc.
are recognised in the statement of profit and loss
in the period in which the employee renders the
related service.

Employee benefit in the form of provident fund is
a defined contribution scheme. The Company has
no obligation, other than the contribution payable
to the provident fund. The Company recognizes
contribution payable to the provident fund scheme
as an expense, when an employee renders the
related service. If the contribution payable to the
scheme for service received before the balance
sheet date exceeds the contribution already paid,
the deficit payable to the scheme is recognized as

a liability after deducting the contribution already
paid. If the contribution already paid exceeds the
contribution due for services received before the
balance sheet date, then excess is recognized as
an asset to the extent that the pre-payment will
lead to, for example, a reduction in future payment
or a cash refund.

Gratuity

Gratuity is a defined benefit scheme. The defined
benefit obligation is Computed by actuaries using
the projected unit credit method.

Re-measurements, comprising of actuarial
gains and losses, the effect of the asset ceiling,
excluding amounts included in net interest on
the net defined benefit liability and the return on
plan assets (excluding amounts included in net
interest on the net defined benefit liability), are
recognised immediately in the balance sheet with a
corresponding debit or credit to retained earnings
through OCI in the period in which they occur. Re¬
measurements are not reclassified to profit or loss
in subsequent periods.

Past service costs are recognised in profit or loss
on the earlier of:

• The date of the plan amendment or
curtailment, and

• The date that the Company recognises
related restructuring cost

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset.

The Company recognises the following changes in
the net defined benefit obligation as an expense in
the Statement of profit and loss:

• Service costs comprising current service
costs, past-service costs, gains and losses on
curtailments and non-routine settlements; and

• Net interest expense or income
Termination Benefits

Termination benefits are payable when
employment is terminated by the company

before the normal retirement date. The Company
recognises termination benefits at the earlier of
the following dates: (a) when the company can
no longer withdraw the offer of those benefits;
and (b) when the Company recognises costs for a
restructuring that is within the scope of Ind AS 37
and involves the payment of terminations benefits.
Benefits falling due more than 12 months after
the end of the reporting period are discounted
to present value.

Compensated Absences

Accumulated leave, which is expected to be utilized
within the next 12 months, is treated as short term
employee benefit. The Company measures the
expected cost of such absences as the additional
amount that it expects to pay as a result of the
unused entitlement that has accumulated at the
reporting date.

Re-measurements, comprising of actuarial gains
and losses, are immediately taken to the statement
of profit and loss and are not deferred. The
Company presents the leave as a current liability
in the balance sheet to the extent it does not have
an unconditional right to defer its settlement for 12
months after the reporting date. Where Company
has the unconditional legal and contractual right to
defer the settlement for a period beyond 12 months,
the same is presented as non- current liability.

p) Share-based payments

Employees (including senior executives) of the
Company receive remuneration in the form of
share-based payments, whereby employees
render services as consideration for equity
instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is
determined by the fair value at the date when
the grant is made using an appropriate valuation
model. The Company has availed option u nder
Ind-AS 101, to apply intrinsic value method to the
options already vested before the date of transition
and applied Ind-AS 102 Share-based payment
to equity instruments that remain unvested as of
transition date

That cost is recognised, together with a
corresponding increase in share-based payment
(SBP) reserves in equity, over the period in which
the performance and/or service conditions are
fulfilled in employee benefits expense. The
cumulative expense recognised for equity-
settled transactions at each reporting date until
the vesting date reflects the extent to which the
vesting period has expired and the Company''s
best estimate of the number of equity instruments
that will ultimately vest. The statement of profit
and loss expense or credit for a period represents
the movement in cumulative expense recognised
as at the beginning and end of that period and is
recognised in employee benefits expense. The
SBP Scheme is administered through Employee
Stock Option Trust.

Service and non-market performance conditions
are not taken into account when determining the
grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part
of the Company''s best estimate of the number of
equity instruments that will ultimately vest. Market
performance conditions are reflected within the
grant date fair value. Any other conditions attached
to an award, but without an associated service
requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in
the fair value of an award and lead to an immediate
expensing of an award unless there are also
service and/or performance conditions.

No expense is recognised for awards that do not
ultimately vest because non-market performance
and/or service conditions have not been met. Where
awards include a market or non-vesting condition,
the transactions are treated as vested irrespective
of whether the market or non-vesting condition is
satisfied, provided that all other performance and/
or service conditions are satisfied.

When the terms of an equity-settled award are
modified, the minimum expense recognised
is the expense had the terms had not been
modified, if the original terms of the award are
met. An additional expense is recognised for any
modification that increases the total fair value of the
share-based payment transaction, or is otherwise

beneficial to the employee as measured at the
date of modification. Where an award is cancelled
by the entity or by the counterparty, any remaining
element of the fair value of the award is expensed
immediately through profit or loss.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

q) Financial instruments

A financial instrument is any contract that gives
rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets (Other than trade receivable
which is recognised at transaction price as per
Ind AS 115) are recognised initially at fair value
plus, in the case of financial assets not recorded
at fair value through profit or loss, transaction
costs that are attributable to the acquisition of the
financial asset.

Subsequent measurement

For purposes of subsequent measurement,
financial assets are classified into two categories:

• Debt instruments at amortised cost

• Debt instruments, derivatives and equity
instruments at fair value through profit
or loss (FVTPL)

Debt instruments at amortised cost

A ''debt instrument'' is measured at the amortised
cost if both the following conditions are met:

a) The asset is held within a business model
whose objective is to hold assets for
collecting contractual cash flows, and

b) Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI) on
the principal amount outstanding.

After initial measurement, such financial assets are
subsequently measured at amortised cost using the

effective interest rate (EIR) method. Amortised cost
is calculated by taking into account any discount or
premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is
included in finance income in the profit or loss. The
losses arising from impairment are recognised in
the profit or loss. This category generally applies to
trade and other receivables. For more information
on receivables, refer to Note 10A.

Debt instruments at FVTPL

FVTPL is a residual category for debt instruments.
Any debt instrument, which does not meet the
criteria for categorization as at amortized cost or
as FVTOCI, is classified as at FVTPL.

In addition, the Company may elect to designate a
debt instrument which otherwise meets amortized
cost or FVTOCI criteria, as at FVTPL. However,
such election is allowed only if doing so reduces
or eliminates a measurement or recognition
inconsistency (referred to as ''accounting mismatch'').

The net changes in fair value are recognised in the
statement of profit and loss. Mutual Funds Debt
instruments included within the FVTPL category
are measured at fair value with all changes
recognized in the Statement of Profit and Loss as
“Finance income from debt instruments at FVTPL”
under the head “Other Income”.

Equity investments

All equity investments in scope of Ind-AS 109 are
measured at fair value. Equity instruments which
are held for trading recognised by an acquirer
in a business combination to which Ind-AS 103
applies are Ind-AS classified as at FVTPL. For
all other equity instruments, the Company may
make an irrevocable election to present in other
comprehensive income subsequent changes
in the fair value. The Company makes such
election on an instrument-by-instrument basis. The
classification is made on initial recognition and
is irrevocable.

If the Company decides to classify an equity
instrument as at FVTOCI, then all fair value
changes on the instrument, excluding dividends,
are recognized in the OCI. There is no recycling

of the amounts from OCI to P&L, even on sale of
investment. However, the Company may transfer
the cumulative gain or loss within equity.

Equity instruments included within the FVTPL
category are measured at fair value with all
changes recognized in the P&L.

De-recognition

A financial asset (or, where applicable, a part of
a financial asset or part of a Company of similar
financial assets) is primarily derecognised (i.e.
removed from the Company''s balance sheet) when:

• The rights to receive cash flows from the
asset have expired, or

• The Company has transferred its rights to
receive cash flows from the asset or has
assumed an obligation to pay the received
cash flows in full without material delay
to a third party under a ''pass-through''
arrangement; and either (a) the Company
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has
neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.

When the Company has transferred its rights to
receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates if and
to what extent it has retained the risks and rewards
of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards of
the asset, nor transferred control of the asset, the
Company continues to recognise the transferred
asset to the extent of the Company continuing
involvement. In that case, the Company also
recognises an associated liability. The transferred
asset and the associated liability are measured on
a basis that reflects the rights and obligations that
the Company has retained.

Continuing involvement that takes the form of a
guarantee over the transferred asset is measured
at the lower of the original carrying amount of the
asset and the maximum amount of consideration
that the Company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies
expected credit loss (ECL) model for measurement
and recognition of impairment loss on the following
financial assets and credit risk exposure:

a) Financial assets that are debt instruments,
and are measured at amortised cost e.g.,
loans, debt securities, deposits, trade
receivables and bank balance

b) Trade receivables or any contractual right
to receive cash or another financial asset
that result from transactions that are within
the scope of Ind-AS 115 (referred to as
''contractual revenue receivables'' in these
financial statements)

The Company follows ''simplified approach'' for
recognition of impairment loss allowance on:

• Trade receivables or contract revenue
receivables; and

• All lease receivables resulting from
transactions within the scope of Ind- AS 116

The application of simplified approach does not
require the Company to track changes in credit risk.
Rather, it recognises impairment loss allowance
based on lifetime ECLs at each reporting date,
right from its initial recognition.

For recognition of impairment loss on other financial
assets and risk exposure, the Company determines
that whether there has been a significant increase
in the credit risk since initial recognition. If credit
risk has not increased significantly, 12-month ECL
is used to provide for impairment loss. However,
if credit risk has increased significantly, lifetime
ECL is used. If, in a subsequent period, credit
quality of the instrument improves such that there
is no longer a significant increase in credit risk
since initial recognition, then the entity reverts
to recognising impairment loss allowance based
on 12-month ECL.

Lifetime ECL are the expected credit losses
resulting from all possible default events over
the expected life of a financial instrument. The

12-month ECL is a portion of the lifetime ECL which
results from default events that are possible within
12 months after the reporting date.

ECL is the difference between all contractual cash
flows that are due to the Company in accordance
with the contract and all the cash flows that the
entity expects to receive (i.e., all cash shortfalls),
discounted at the original EIR. When estimating the
cash flows, an entity is required to consider:

• All contractual terms of the financial
instrument (including prepayment, extension,
call and similar options) over the expected life
of the financial instrument. However, in rare
cases when the expected life of the financial
instrument cannot be estimated reliably, then
the entity is required to use the remaining
contractual term of the financial instrument

• Cash flows from the sale of collateral held or
other credit enhancements that are integral
to the contractual terms

As a practical expedient, the Company uses a
provision matrix to determine impairment loss
allowance on portfolio of its trade receivables. The
provision matrix is based on its historically observed
default rates over the expected life of the trade
receivables and is adjusted for forward-looking
estimates. At every reporting date, the historical
observed default rates are updated and changes
in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal)
recognized during the period is recognized as
income/ expense in the statement of profit and
loss (P&L). This amount is reflected under the head
''other expenses'' in the P&L. The balance sheet
presentation for various financial instruments is
described below:

• Financial assets measured as at amortised
cost, contractual revenue receivables and
lease receivables: ECL is presented as
an allowance, i.e., as an integral part of
the measurement of those assets in the
balance sheet. The allowance reduces the
net carrying amount. Until the asset meets
write-off criteria, the Company does not

reduce impairment allowance from the gross
carrying amount.

For assessing increase in credit risk and impairment
loss. The Company combines financial instruments
on the basis of shared credit risk characteristics
with the objective of facilitating an analysis that is
designed to enable significant increases in credit
risk to be identified on a timely basis.

The Company does not have any purchased or
originated credit-impaired (POCI) financial assets,
i.e., financial assets which are credit impaired on
purchase/ origination.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings
and payables, net of directly attributable
transaction costs.

The Company''s financial liabilities include trade
and other payables, loans and borrowings
including bank overdrafts and derivative
financial instruments.

Subsequent measurement

The measurement of financial liabilities depends
on their classification, as described below:

Financial liabilities at fair value through profit or
loss

Financial liabilities at fair value through profit or
loss include financial liabilities designated upon
initial recognition as at fair value through profit or
loss. This category includes derivative financial
instruments entered into by the Company that are
not designated as hedging instruments in hedge
relationships as defined by Ind-AS 109.

Financial liabilities designated upon initial
recognition at fair value through profit or loss are

designated as such at the initial date of recognition,
and only if the criteria in Ind-AS 109 are satisfied.
For liabilities designated as FVTPL, fair value
gains/ losses attributable to changes in own credit
risk are recognized in OCI. These gains/ loss are
not subsequently transferred to P&L. However,
the Company may transfer the cumulative gain or
loss within equity. All other changes in fair value
of such liability are recognised in the statement of
profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans
and borrowings are subsequently measured at
amortised cost using the ElR method. Gains and
losses are recognised in profit or loss when the
liabilities are derecognised as well as through the
EIR amortisation process.

Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The
ElR amortisation is included as finance costs in the
statement of profit and loss.

This category generally applies to borrowings. For
more information refer Note 15A.

De-recognition

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the terms
of an existing liability are substantially modified,
such an exchange or modification is treated as
the de-recognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

r) Derivative financial instruments and hedge
accounting

Derivative accounting

Initial recognition and subsequent measurement

The Company uses derivative financial instruments,
such as forward currency contracts. Such derivative
financial instruments are initially recognised at fair
value on the date on which a derivative contract
is entered into and are subsequently re-measured
at fair value. Derivatives are carried as financial
assets when the fair value is positive and as
financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the
fair value of derivatives are taken directly to
profit or loss.

Hedge Accounting

For the purpose of hedge accounting, hedges
are classified as:

• Cash flow hedges when hedging the
exposure to variability in cash flows that is
attributable to a particular risk associated
with a recognised liability.

At the inception of a hedge relationship, the
Company formally designates and documents the
hedge relationship to which the Company wishes to
apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.

The documentation includes identification of the
hedging instrument, the hedged item, the nature
of the risk being hedged, and how the Company
will assess whether the hedging relationship
meets the hedge effectiveness requirements
(including the analysis of sources of hedge
ineffectiveness and how the hedge ratio is
determined). A hedging relationship qualifies for
hedge accounting if it meets all of the following
effectiveness requirements:

• There is ''an economic relationship'' between
the hedged item and the hedging instrument.

• The effect of credit risk does not ‘dominate
the value changes'' that result from that
economic relationship.

• The hedge ratio of the hedging relationship
is the same as that resulting from the quantity
of the hedged item that the Company actually
hedges and the quantity of the hedging
instrument that the Company actually uses to
hedge that quantity of hedged item.

Hedges that meet the strict criteria for hedge
accounting are accounted for, as described below:

Cash flow hedges

The effective portion of the gain or loss on the
hedging instrument is recognised in OCI in the
Effective portion of cash flow hedges, while any
ineffective portion is recognised immediately
in the statement of profit and loss. The Effective
portion of cash flow hedges is adjusted to the
lower of the cumulative gain or loss on the hedging
instrument and the cumulative change in fair value
of the hedged item.

The Company designates (Cash Flow Hedge):

• Intrinsic Value of Call Spread option to
hedge foreign currency risk for repayment
of Principal Amount in relation to External
Commercial Borrowing (ECB) availed in USD.

• Interest Rate Swap (Floating to Fixed) to
hedge interest rate risk in respect of Floating
rate of interest in relation to ECB.

The Company documents at the inception of the
hedging transaction the economic relationship
between hedging instruments and hedged
items including whether the hedging instrument
is expected to offset changes in cash flows of
hedged items. The Company documents its
risk management objective and strategy for
undertaking various hedge transactions at the
inception of each hedge relationship.

Initial recognition and subsequent measurement-
Cash flow hedges that qualify for hedge
accounting

• When option contracts are used to hedge
foreign currency risk, the Company
designates only the intrinsic value of the
option contract as the hedging instrument.

• Gains or losses relating to the effective
portion of the change in intrinsic value of
the option contracts are recognised in the
cash flow hedging reserve within equity.
The changes in the time value of the option
contracts that relate to the hedged item
(''aligned time value'') are recognised within
other comprehensive income in the costs of
hedging reserve within equity. The time value
of an option used to hedge represents part of
the cost of the transaction.

• The gain or loss relating to the ineffective
portion is recognised immediately in profit or
loss, within income or expenses.

• Amounts accumulated in equity are
reclassified to profit or loss in the periods
when the hedged item affects profit or loss.

• When a hedging instrument expires, or is sold
or terminated, or when a hedge no longer
meets the criteria for hedge accounting, the
cumulative gain or loss and deferred costs
of hedging that were reported in equity are
immediately reclassified to profit or loss
within income or expenses.

s) Cash and cash equivalents

Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand and short¬
term deposits with an original maturity of three
months or less, which are subject to an insignificant
risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short¬
term deposits, as defined above, net of outstanding
bank overdrafts as they are considered an integral
part of the Company''s cash management. Cash
flows from operating activities are being prepared
as per the Indirect method mentioned in Ind AS 7

t) Cash dividend to equity holders of the parent

The Company recognises a liability to make
cash distributions to equity holders of the parent
when the distribution is authorised and the
distribution is no longer at the discretion of the
Company. As per the corporate laws in India, a
distribution is authorised when it is approved by

the shareholders. A corresponding amount is
recognised directly in equity.

u) Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognized because it is not probable that
an outflow of resources will be required to settle
the obligation. A contingent liability also arises
in extremely rare cases where there is a liability
that cannot be recognized because it cannot
be measured reliably. The Company does not
recognize a contingent liability but discloses its
existence in the financial statements. Contingent
assets are only disclosed when it is probable that
the economic benefits will flow to the entity.

v) Cash and cash equivalents

Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand and short¬
term deposits with an original maturity of three
months or less, which are subject to an insignificant
risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short¬
term deposits, as defined above, net of outstanding
bank overdrafts as they are considered an integral
part of the Company''s cash management. Cash
flows from operating activities are being prepared
as per the Indirect method mentioned in Ind AS 7.

w) Measurement of EBITDA

The Company has elected to present earnings
before finance costs, tax, depreciation and
amortization (EBITDA) as a separate line item
on the face of the statement of profit and loss.
The Company measures EBITDA on the face of
profit/ (loss) from continuing operations. In the
measurement, the Company does not include
depreciation and amortization expense, finance
costs and tax expense.

x) Investments in subsidiary and joint venture

An investor, regardless of the nature of its
involvement with an entity (the investee), shall

determine whether it is a parent by assessing
whether it controls the investee.

An investor controls an investee when it is
exposed, or has rights, to variable returns from
its involvement with the investee and has the
ability to affect those returns through its power
over the investee.

Thus, an investor controls an investee if and only if
the investor has all the following:

(a) power over the investee;

(b) exposure, or rights, to variable returns from
its involvement with the investee and

(c) the ability to use its power over the investee
to affect the amount of the investor''s returns.

A joint venture is a type of joint arrangement
whereby the parties that have joint control of the
arrangement have rights to the net assets of the
joint venture. Joint control is the contractually
agreed sharing of control of an arrangement, which
exists only when decisions about the relevant
activities require unanimous consent of the parties
sharing control.

The considerations made in determining joint
control are similar to those necessary to determine
control over the subsidiaries.

The Company has elected to recognize its
investments in subsidiary and joint venture
companies at cost in accordance with the
option available in Ind-AS 27, ‘Separate Financial
Statements''. Except where investments accounted
for at cost shall be accounted for in accordance
with Ind-AS 105, Non-current Assets Held for Sale
and Discontinued Operations, when they are
classified as held for sale.

Investment carried at cost will be tested for
impairment as per Ind-AS 36.

y) Business combinations

Business combinations are accounted for using
the acquisition method, other than common
control transactions. The cost of an acquisition is
measured as the aggregate of the consideration

transferred measured at acquisition date fair value
and the amount of any non-controlling interests
in the acquiree. For each business combination,
the Company elects whether to measure the non¬
controlling interests in the acquiree at fair value
or at the proportionate share of the acquiree''s
identifiable net assets. Acquisition-related costs
are expensed as incurred.

At the acquisition date, the identifiable assets
acquired and the liabilities assumed are recognised
at their acquisition date fair values. For this
purpose, the liabilities assumed include contingent
liabilities representing present obligation and
they are measured at their acquisition fair values
irrespective of the fact that outflow of resources
embodying economic benefits is not probable.
However, the following assets and liabilities
acquired in a business combination are measured
at the basis indicated below:

• Deferred tax assets or liabilities, and the
assets or liabilities related to employee benefit
arrangements are recognised and measured
in accordance with Ind-AS 12 Income Tax and
Ind-AS 19 Employee Benefits respectively.

• Liabilities or equity instruments related to
share based payment arrangements of
the acquiree or share - based payments
arrangements of the Company entered into to
replace share-based payment arrangements
of the acquiree are measured in accordance
with Ind-AS 102 Share-based Payments at the
acquisition date.

When the Company acquires a business, it
assesses the financial assets and liabilities
assumed for appropriate classification and
designation in accordance with the contractual
terms, economic circumstances and pertinent
conditions as at the acquisition date. This includes
the separation of embedded derivatives in host
contracts by the acquiree.

If the business combination is achieved in stages,
any previously held equity interest is re-measured
at its acquisition date fair value and any resulting
gain or loss is recognised in profit or loss or OCI,
as appropriate.

Any contingent consideration to be transferred
by the acquirer is recognised at fair value at
the acquisition date. Contingent consideration
classified as an asset or liability that is a financial
instrument and within the scope of Ind-AS 109
Financial Instruments, is measured at fair value with
changes in fair value recognised in profit or loss. If
the contingent consideration is not within the scope
of Ind-AS 109, it is measured in accordance with
the appropriate Ind-AS. Contingent consideration
that is classified as equity is not re-measured at
subsequent reporting dates and subsequent its
settlement is accounted for within equity.

Goodwill is initially measured at cost, being the
excess of the aggregate of the consideration
transferred and the amount recognised for non¬
controlling interests, and any previous interest
held, over the net identifiable assets acquired
and liabilities assumed. If the fair value of the net
assets acquired is in excess of the aggregate
consideration transferred, the Company re¬
assesses whether it has correctly identified all
of the assets acquired and all of the liabilities
assumed and reviews the procedures used to
measure the amounts to be recognised at the
acquisition date. If the reassessment still results in
an excess of the fair value of net assets acquired
over the aggregate consideration transferred, then
the gain is recognised in OCI and accumulated in
equity as capital reserve. However, if there is no
clear evidence of bargain purchase, the entity
recognises the gain directly in equity as capital
reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition
date, allocated to each of the Company''s cash¬
generating units that are expected to benefit from
the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned
to those units.

A cash generating unit to which goodwill has been
allocated is tested for impairment annually, or more
frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the

cash generating unit is less than its carrying amount,
the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro rata
based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognised
in profit or loss. An impairment loss recognised for
goodwill is not reversed in subsequent periods.

Where goodwill has been allocated to a cash¬
generating unit and part of the operation within that
unit is disposed off, the goodwill associated with
the disposed operation is included in the carrying
amount of the operation when determining the
gain or loss on disposal. Goodwill disposed in
these circumstances is measured based on the
relative values of the disposed operation and the
portion of the cash-generating unit retained.

If the initial accounting for a business combination
is incomplete by the end of the reporting period
in which the combination occurs, the Company
reports provisional amounts for the items for which
the accounting is incomplete. Those provisional
amounts are adjusted through goodwill during
the measurement period, or additional assets or
liabilities are recognised, to reflect new information
obtained about facts and circumstances that
existed at the acquisition date that, if known, would
have affected the amounts recognized at that date.
These adjustments are called as measurement
period adjustments. The measurement period does
not exceed one year from the acquisition date.

z) Business combinations - common control
transactions

Common control business combination means
a business combination involving entities or
businesses in which all the combining entities or
businesses are ultimately controlled by the same
party or parties both before and after the business
combination, and that control is not transitory.

Common control business combination are
accounted for using the pooling of interests
method as follows:

• The assets and liabilities of the combining
entities are reflected at their carrying amounts.

• No adjustments are made to reflect fair
values, or recognise any new assets or
liabilities. Adjustments are only made to
harmonise accounting policies.

• The financial information in the financial
statements in respect of prior periods is
restated as if the business combination
had occurred from the beginning of the
preceding period in the financial statements,
irrespective of the actual date of the
combination. However, where the business
combination had occurred after that date,
the prior period information is restated only
from that date.

• The balance of the retained earnings
appearing in the financial statements
of the transferor is aggregated with the
corresponding balance appearing in the
financial statements of the transferee or is
adjusted against general reserve.

• The identity of the reserves are preserved
and the reserves of the transferor become
the reserves of the transferee.

• The difference, if any, between the amounts
recorded as share capital issued plus any
additional consideration in the form of cash or
other assets and the amount of share capital
of the transferor is transferred to capital
reserve and is presented separately from
other capital reserves

aa) Earnings per share

Basic earnings per share

Basic earnings per share are calculated by dividing:

- the profit attributable to owners ofthe Company

- by the weighted average number of equity
shares outstanding during the financial year,
adjusted for bonus elements in equity shares
issued during the year.

Diluted earnings per share

Diluted earnings per share adjust the figures used

in the determination of basic earnings per share to

take into account:

- the after income tax effect of interest and
other financing costs associated with dilutive
potential equity shares, and

- the weighted average number of additional
equity shares that would have been
outstanding assuming the conversion of all
dilutive potential equity shares.

ab) Exceptional items

Items of income or expense which are nonrecurring
or outside of the ordinary course of business and are
of such size, nature or incidence that their separate
disclosure is considered necessary to explain the
performance of the Company are disclosed as
exceptional items in the Statement of Profit and Loss.

2.3. Significant accounting judgements, estimates &
assumptions

The preparation of the Company''s financial statements
requires management to make judgements, estimates
and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of
assets or liabilities affected in future periods.

1) The areas involving critical estimates are as
below:

Property, Plant and Equipment

The Company, based on technical assessment and
management estimate, depreciates certain assets
over estimated useful lives which are different
from the useful life prescribed in Schedule II to
the Companies Act, 2013. The management has
estimated, supported by technical assessment, the
useful lives of certain plant and machinery as 16 to
21 years. These useful lives are higher than those
indicated in schedule II. The management believes
that these estimated useful lives are realistic and
reflect fair approximation of the period over which
the assets are likely to be used.

Defined benefit plans

The cost of the defined benefit gratuity plan and
the present value of the gratuity obligation are

determined using actuarial valuations. An actuarial
valuation involves making various assumptions that
may differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases and mortality rates.
Due to the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each
reporting date.

The parameter most subject to change is the
discount rate. In determining the appropriate
discount rate for plans operated in India, the
management considers the interest rates of
government bonds in currencies consistent
with the currencies of the post-employment
benefit obligation.

The mortality rate is based on publicly available
mortality tables for the specific countries. Those
mortality tables tend to change only at interval
in response to demographic changes. Future
salary increases and gratuity increases are
based on expected future inflation rates for the
respective countries.

Further details about gratuity obligations are
given in Note 30.

Impairment of financial assets

The impairment provisions for financial assets
are based on assumptions about risk of default
and expected loss rates. The Company uses
judgement in making these assumptions and
selecting the inputs to the impairment calculation,
based on Company''s past history, existing market
conditions as well as forward looking estimates at
the end of each reporting period.

2) The areas involving critical Judgement are as
below:

Intangible asset - “Hindi Hindustan” Brand

In year ended March 31, 2016, the Company had
acquired Hindi Business Brand (i.e. Hindustan,
Hindustan.in, Nandan, Kadambini, Hum Tum and
other Hindi publication related trademarks) from its
parent company, HT Media Limited. Management
is of the opinion that, based on an analysis of all of

the relevant factors, there is no foreseeable limit to
the period over which the trademark is expected to
generate net cash inflows for the Company. Hence,
the Brand is regarded by Management as having
an indefinite useful life.

Contingent Liabilities and commitments

The Company is involved in various litigations.
The management of the Company has used
its judgement while determining the litigations
outcome of which are considered probable and in
respect of which provision needs to be created.

Taxes

Uncertainties exist with respect to the interpretation
of complex tax regulations, changes in tax laws, and
the amount and timing of future taxable income.
Given the wide range of business relationships and
the long-term nature and complexity of existing
contractual agreements, differences arising
between the actual results and the assumptions
made, or future changes to such assumptions,
could necessitate future adjustments to tax income
and expense already recorded. The Company
establishes provisions, based on reasonable
estimates. The amount of such provisions is based
on various factors, such as experience of previous
tax assessments and differing interpretations
of tax regulations by the taxable entity and the
responsible tax authority. Such differences of
interpretation may arise on a wide variety of issues
depending on the conditions prevailing in the
respective domicile of the Companies.

Deferred tax assets are recognised for unused tax
losses to the extent that it is probable that sufficient
taxable profit will be available against which the
losses can be utilised. Significant management
judgement is required to determine the amount of
deferred tax assets that can be recognised, based
upon the likely timing and the level of future taxable
profits together with future tax planning strategies.

Further details on taxes are disclosed in Note 14.

Impairment of non- financial assets

The Company assesses at each reporting date
whether there is an indication that an asset may
be impaired. If any indication exists, or when

annual impairment testing for an asset is required,
the Company estimates the asset''s recoverable
amount. An asset''s recoverable amount is the
higher of an asset''s or CGU''s fair value less costs
of disposal and its value in use. It is determined
for an individual asset, unless the asset does not
generate cash inflows that are largely independent
of those from other assets or group of assets.
Where the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is
considered impaired and is written down to its
recoverable amount. In assessing value in use, the
estimated future cash flows are discounted to their
present value using a pre-tax discount rate that
reflects current market assessments of the time
value of money and the risks specific to the asset. In
determining fair value less costs of disposal, recent
markets transactions are taken into account. If no
such transactions can be identified, an appropriate
valuation model is used. These calculations are
corroborated by valuation multiples, quoted share
prices for publicly traded subsidiaries or other
available fair value indicators.

Share Based Payment

The Company measures the cost of equity-settled
transactions with employees by reference to the
fair value of the equity instruments at the date
at which they are granted. Estimating fair value
for share-based payment transactions requires
determination of the most appropriate valuation
model, which is dependent on the terms and
conditions of the grant. This estimate also requires
determination of the most appropriate inputs
to the valuation model including the expected
life of the share option, volatility and dividend
yield and making assumptions about them. The
assumptions and models used for estimating fair
value for share-based payment transactions are
disclosed in Note 31.

Volume discounts and pricing incentives

The Company accounts for volume discounts and
pricing incentives to customers as a reduction
of revenue based on the rateable allocation
of the discounts/ incentives amount to each of
the underlying revenue transaction that results
in progress by the customer towards earning

the discount/ incentive. Also, when the level of
discount varies with increases in levels of revenue
transactions, the Company recognizes the liability
based on its estimate of the customer''s future
purchases. If it is probable that the criteria for the
discount will not be met, or if the amount thereof
cannot be estimated reliably, then discount is not
recognized until the payment is probable and the
amount can be estimated reliably. The Company
recognizes changes in the estimated amount of
obligations for discounts in the period in which
the change occurs.

Determining the lease term of contracts with
renewal and termination options - as lessee

The Company determines the lease term as the
non-cancellable term of the lease, together with
any periods covered by an option to extend the
lease if it is reasonably certain to be exercised, or
any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised.

The Company applies judgement in evaluating
whether it is reasonably certain whether or not
to exercise the option to renew or terminate the
lease. That is, it considers all relevant factors that
create an economic incentive for it to exercise
either the renewal or termination. After the
commencement date, the Company reassesses
the lease term if there is a significant event or
change in circumstances that is within its control
and affects its ability to exercise or not to exercise
the option to renew or to terminate.

The periods covered by termination options are
included as part of the lease term only when they
are reasonably certain not to be exercised.

For further details about leases, refer to accounting
policy on leases and Note 42.

2.4. Changes in accounting policies and disclosures
New and amended standards

The Company applied for the first-time certain standards
and amendments, which are effective for annual periods
beginning on or after 1 April 2024. The Company has
not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.

(i) Ind AS 117 Insurance Contracts

The Ministry of corporate Affairs (MCA) notified the
Ind AS 117, Insurance Contracts, vide notification
dated 12 August 2024, under the Companies
(Indian Accounting Standards) Amendment
Rules, 2024, which is effective from annual
reporting periods beginning on or after 1 April 2024.

Ind AS 117 Insurance Contracts is a comprehensive
new accounting standard for insurance contracts
covering recognition and measurement, presentation
and disclosure. Ind AS 117 replaces Ind AS 104
Insurance Contracts. Ind AS 117 applies to all types of
insurance contracts, regardless of the type of entities
that issue them as well as to certain guarantees and
financial instruments with discretionary participation
features; a few scope exceptions will apply. Ind AS 117
is based on a general model, supplemented by:

• A specific adaptation for contracts

with direct participation features (the
variable fee approach)

• A simplified approach (the premium allocation
approach) mainly for short-duration contracts

The application of Ind AS 117 had no impact on
the Company''s standalone financial statements

as the Company has not entered any contracts
in the nature of insurance contracts covered
under Ind AS 117.

(ii) Amendment to Ind AS 116 Leases - Lease Liability
in a Sale and Leaseback

The MCA notified the Companies (Indian
Accounting Standards) Second Amendment
Rules, 2024, which amend Ind AS 116, Leases, with
respect to Lease Liability in a Sale and Leaseback.

The amendment specifies the requirements that a
seller-lessee uses in measuring the lease liability
arising in a sale and leaseback transaction, to
ensure the seller-lessee does not recognise any
amount of the gain or loss that relates to the right
of use it retains.

The amendment is effective for annual reporting
periods beginning on or after 1 April 2024 and must
be applied retrospectively to sale and leaseback
transactions entered into after the date of initial
application of Ind AS 116.

The amendment does not have any impact on the
Company''s financial statements.

Note 3 : Property, Plant and Equipment and Capital Work-in-Progress (Cont''d)

IV. Restatement of PPE Schedule

During the current year, the Company has made an adjustment in the PPE schedule in respect of opening gross
block and accumulated depreciation as at April 1, 2023 in relation to disposals made in earlier years, at original
cost and accumulated depreciation instead of deemed cost (post transition to Ind AS). The gross block and
accumulated depreciation in relation to disposals for comparative year ended March 31, 2024 has been restated.
This correction has no impact on the net value of PPE as presented in the earlier years. Also, there is no impact on
the Balance Sheet, Statement of Profit and Loss,

---

Mar 31, 2024

I. Capital work in progress (CWIP)

The capital work in progress as at March 31, 2024 and March 31, 2023 comprises mainly expenditure for Buildings & Plant and Machinery.

The Company accounts for capitalization of property, plant and equipment to the extent applicable through capital work in progress and therefore the movement in capital work-in-progress is the difference between closing and opening balance of capital work-in-progress as adjusted in additions to property, plant and equipment. During the year ended March 31, 2024, CWIP of INR 4,099 Lakhs has been reclassified to Investment Property (refer note 4)

Note I : Additional information for which provision for impairment loss has been recognized are as under:

1) Nature of asset: Investment Property

2) Amount of Provision for impairment/(Reversal of impairment): INR 46 lakhs [Previous Year: INR (171) lakhs]

3) Reason for Provision for impairment/ (Reversal of impairment): Fair value being recoverable amount was determined for disclosure requirement. The same is being compared with the carrying amount for impairment assessment. Where recoverable amount is higher than the carrying amount, the reversal of impairment is being considered to the extent of previous impairment.

The management has determined that the investment properties consist of two classes of assets — residential and commercial-based on the nature, characteristics and risks of each property.

As at March 31, 2024 and March 31, 2023, the fair values of the properties are INR 17,530 lakhs and INR 11,464 lakhs respectively (excluding market value pertaining to properties categorised as held for sale). These valuations are based on valuations performed by a registered independent valuer who is a specialist in valuing these types of investment properties. A valuation model in accordance with Ind AS 113 has been applied.

The Company has no restrictions on the realisability of its investment properties and there exist contractual obligations as at March 31, 2024 and March 31, 2023 of INR 2,806 lakhs and INR 1,608 lakhs respectively (excluding contractual obligations pertaining to properties categorised as held for sale) to purchase the investment property whereas there are no contractual obligation to develop investment property or for repairs and enhancements.

Estimation of Fair Value

During the current year ended March 31, 2024 and the previous year ended March 31, 2023, the fair value of investment property is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 The valuation has been determined basis the market approach by reference to sales in the market of comparable properties. However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation. All resulting fair value estimates for investment properties are included in Level II.

For the purposes of impairment testing of Brand with indefinite life, the recoverable amount of Brand is based on its fair value less costs of disposal. The fair value has been determined as per Royalty Relief method. The recoverable amount is being compared with the Carrying amount of Brand as stated above. No impairment has been observed. Discount rate (14% to 17%) and Royalty rate (4%) are the key assumptions considered in determining fair value. It is a Level III valuation. There has been no change in the valuation technique. The values assigned to the key assumptions represent management''s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

Note I:

Impairment of investments in HT Noida Company Limited (HTNL) amounting to INR 125 lakhs was made during the previous year on account of recoverable amount being lower than the carrying amount. The recoverable amount was based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Note II:

Impairment of investments in HT Content Studio LLP amounting to INR 634 lakhs was made during the previous year on account of recoverable amount being lower than the carrying amount. The recoverable amount was based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Note III:

Impairment of investments in HT Content Studio LLP amounting to INR 53 lakhs has been reversed during the year on account of recoverable amount being higer than the carrying amount. The recoverable amount was based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

Note I - External commercial borrowing from bank (secured)

External commercial borrowing of USD 100 Lakhs from Bank carries interest @USD 3 months Libor 0.65% spread p.a. This has

been fully repaid in FY 23-24.

Note II- Buyer''s credit from Bank (Unsecured)

Outstanding Buyer''s Credit loan from Bank has been drawn in various tranches from during FY 23-24 @ average Interest Rate of

6.47% p.a. (Applicable LIBOR Margin / Fixed rate) and are due for repayment in FY 2024-25.

Note III- Short term foreign currency non- repatriable (FCNR) loan from banks (Unsecured)

- Outstanding short term FCNR loan from bank was drawn @6.70% p.a during year ended March 31, 2024 and are due for repayment during FY 24-25.

Note IV- Commercial Papers

- Outstanding commercial paper was drawn during the year ended March 31, 2024 having face value of INR 2,500 lakhs carries interest rate of 8% and are due for repayment in FY 2024-25.

Note V- Inter Company Loan (Unsecured)

- Inter-corporate deposit (ICD) was drawn in various tranches in year 2022-23 @ Overnight MIBOR 132.26 bps p.a. It was repayable on March 20, 2024 and the same got extended for repayament on March 20,2026. The interest shall become due and payable along with principal.

Note VI- Cash credit/ overdraft from bank (Secured)

Outstanding Cash Credit/ Overdraft from Bank was drawn @ 7.60% p.a. and is payable on demand. The loan is secured by Lien

on Fixed Deposits. It has got debit balance as on March 31, 2024.

Basic EPS amounts are calculated by dividing the profit/ (loss) for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/ (loss) attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The Company has neither declared nor paid any dividend during the current and previous year as per the Section 123 of the Companies Act, 2013.

Note 29 : Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves. The primary objective of the Company''s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital and net debt. The Company includes within net debt, interest bearing loans and borrowings and interest accrued on borrowings.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. The Company has satisfied all financial debt covenants prescribed in the terms of bank loan for the year ended March 31, 2024 and March 31, 2023.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.

The Company has a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. The gratuity plan is managed through ‘HMVL Editorial Employees Gratuity Fund Trust'' & ‘HMVL Non Editorial and Other Employees Gratuity Fund Trust''. The funds maintained by ‘HMVL Editorial

Employees Gratuity Fund Trust'' & ‘HMVL Non Editorial and Other Employees Gratuity Fund Trust'' represent plan assets for the Company.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

Gratuity plan

Changes in the defined benefit obligation and fair value of plan assets as at March 31, 2024 :

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and Ind AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the company . To have an understanding of the scheme, relevant disclosures are given below.

I. Employee Stock Options (ESOPs) granted by Hindustan Media Ventures Limited for eligible employees of the group.

The Hindustan Times Limited and HT Media Limited (the immediate Parent Company) has given loan to “HT Group company''s - Employee Stock Option Trust” which in turn has purchased Equity Shares of HMVL for the purpose of granting Options under the ‘HT Group company''s -Employee Stock Option Rules'' (“HT ESOP”), to eligible employees of the group.

Options granted are exercisable for a maximum period of 14 years after the scheduled grant date as per the Scheme.

HMVL has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. HMVL has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value.

The employee compensation cost (accounting charge for the year) during the year calculated using the fair value of stock options is INR 1 Lakhs (March 31, 2023: INR 2.8 lakhs).

II. The Holding Company, HT Media Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee stock options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

Note 32 : Commitments and contingencies (a) Commitments (INR Lakhs)
Particulars	March 31, 2024	March 31, 2023
Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances)	3,036	1,758
(b) Contingent liabilities Claims against the company not acknowledged as debts (INR Lakhs)
(i) Particulars	March 31, 2024	March 31, 2023
a) The Company has filed a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs. 73 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs. 13 lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. The chances of our loosing in the said matters are remote.	73	73
b) The Company has filed a petition before the Hon''ble Patna High Court against the demand of Rs.10 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. The chances of our loosing in the said matters are remote.	10	10

(ii) During the current year and as in the previous financial year, the Management has received few claims from employees who either retired, or were separated from the Company, regarding the benefits of Majhithia Wage Board recommendations. We have raised our objections on the maintainability of the Claim and the amount so claimed as due. The matters have been referred to respective Labour Courts for adjudication on the eligibility/maintainability/ liability of such claims. Based on management assessment and current status of the above matter, the management is confident that no additional provision is required in the financial statements as on March 31, 2024.

(iii) In respect of income tax demand under dispute INR 1,071 Lakhs (previous year INR 1,051 Lakhs) against the same the Company has paid tax under protest of INR 1,054 Lakhs (previous year INR 1,046 Lakhs). The tax demand are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act.

(iv) Goods and Service Tax authorities have raised additional demands for INR 49 lakhs (Previous Year: Nil ) for financial year 2017-18 against the same the Company has paid tax under protest of INR 1 lakh (previous year Nil). Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2024.

The Company is contesting the demands before the appropriate appellate authorities and the management believes that Company''s tax positions are likely to be upheld by such authorities. No tax expenses have been accrued in the financial statements for these tax demands.

ii) Transactions with related parties

Refer note 33 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (other than InterCorporate Deposits) . There have been no guarantees provided or received for any related party receivables or payables.

Note 34 : Segment information

As per Ind AS 108 - Operating Segments, the Company has two reportable Operating Segments viz. Printing & Publishing of Newspaper & Periodicals and Digital. The financial information for these reportable segments has been provided in Consolidated Financial statements as per Ind-AS 108 - Operating Segments.

The Chief Operating Decision Maker (CODM) of the Company monitors the operating results of the above-mentioned business unit for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Company''s financing (including finance costs and finance income) and income taxes are managed on a Company basis and are not allocated to operating segments.

Geographical revenue is allocated based on the location of the customers. The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical location.

Information about major customers:

No single customer represents 10% or more of the Company''s total revenue during the year ended March 31, 2024 and March 31, 2023.

Note 35 : Hedging activities and derivatives Derivatives not designated as hedging instruments

The Company uses foreign exchange forward contracts, call spread option, Seagull option, interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts are not designated as cash flow hedges other than other than ECB Loan. These contracts are not designated as cash flow hedges and are entered into for periods consistent with underlying transactions exposure.

Derivatives designated as hedging instruments

The Company has taken USD 100 Lakhs ECB Loan with floating rate of interest. The Company has taken Call Spread option to mitigate foreign currency risk in relation to repayment of principal amount of USD 100 Lakhs and Interest Rate Swap (Floating to Fixed) to mitigate interest rate risk. The Company designates (Cash Flow Hedge):

• Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to ECB Loan availed in USD.

• Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to ECB Loan .

Hedge Effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The Company performs a qualitative assessment of effectiveness. As all critical terms matched during the year, the economic relationship was effective.

The management assessed that fair value of trade receivables, cash and cash equivalents, loans, other bank balances, other current non- derivative financial assets, short- term borrowings, trade payables, lease liabilities and other current non- derivative financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- The fair values of the investment in unquoted equity shares/ debt instruments have been estimated using Market Approach and/or Option Pricing Model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted investments.

- The Company has investment in quoted mutual funds being valued at Net Asset value.

- Investments in quoted market linked debentures/ Perpetual Bonds being valued being valued basis fair valuation available in market/public domain.

- The Company invests in quoted equity shares valued at closing price of stock on recognized stock exchange.

- The Company enters into derivative financial instruments such as foreign exchange forward contracts, call option spreads, interest rate swaps etc. being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market valuation provided by Bank for valuation of these derivative contracts.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2024 and March 31, 2023 are as shown below:

Note 37: Financial risk management objectives and policies

The company''s principal financial liabilities, other than derivatives, comprise loans and borrowings and trade & other payables. The main purpose of these financial liabilities is to finance the company''s operations and to support its operations. The company''s principal financial assets, other than derivatives comprise investments, loans given, trade and other receivables and cash and cash equivalents that derive directly from its operations. The company also enters into foreign exchange derivative transactions.

The company is exposed to market risk, credit risk and liquidity risk. The company''s senior management oversees the mitigation of these risks. The company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the company''s policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarised below:-

1) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other postemployment obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2024 and March 31, 2023.

(i) 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 companies exposure to the risk of changes in market interest rates relates primarily to-

a) The long-term ECB from bank with floating interest rates

The Company manages interest rate risk by taking interest rate swap (floating to fixed). Refer note 36 for details. The Sensitivity Analysis for impact on OCI in relation to interest rate swap for year ended 31 March 2024 and 2023 :

b) The long-term Inter-company borrowings with floating interest rates (refer note 15A).

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of changes in foreign exchange rates relates primarily to the company''s operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency etc.

The company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option/swap contracts, if required. These transactions generally relate to purchase of imported newsprint & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the company negotiates the terms of those derivatives to match the terms of the underlying exposure.

Foreign currency sensitivity- Unhedged Foreign Currency Exposure

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company''s profit before tax is due to changes in the fair value of monetary assets and liabilities.

(iii) Equity/Preference price risk

The company''s listed and non-listed equity/preference securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity/ preference price risk through diversification and by placing limits on individual and total equity/preference instruments. Reports on the equity/preference portfolio are submitted to the company''s senior management on a regular basis. The company''s Investment Committee approves all equity/preference investment decisions.

2) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and Other Financial Assets at amortised cost

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10A and 6C. The Company does not hold collateral as security other than secured trade receivables (refer Note 10A)

The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the company''s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity mechanism.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank loans & liquid MF Investments.

86% of the Company''s borrowings will mature in less than one year at March 31, 2024 (March 31, 2023: 100%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/ cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

The Company has positive working capital position and positive Net Assets position as on 31 March, 2024. Accordingly, no liquidity risk is perceived. The Company has available undrawn borrowing facilities of INR 49,014 lakhs as at 31 March, 2024 (March 31, 2023: INR 50,615 lakhs).

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfill the collateral requirements for Borrowing. At March 31, 2024 and March 31, 2023, the invested values of the Investment in Mutual Funds pledged were INR 15,583 Lakhs Fair value [Original cost: INR 13,353 Lakhs] and INR 17,125 Lakhs Fair value [Original cost: INR 15,853 Lakhs] respectively. The counterparties have an obligation to return the securities to the company and the company has an obligation to repay the borrowing to the counterparties upon maturity/ Due Date / mutual agreement. There are no other significant terms and conditions associated with the use of collateral securities except pledge given against outstanding Bank facilities (details are provided in borrowing note, refer note 15 A).

Note 38: Standards issued but not yet effective

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2024

Leases as Lessor v) Operating lease

The Company has entered into operating leases on its Property, Plant and Equipment (Refer Note 3) and Investment Property (refer note 4).

Rental income recognised by the Company during 2023-24 is INR 766 Lakhs (Previous year INR 669 Lakhs) (refer note 19).

As at September 30, 2020, certain Land and Building was classified as “Non-current assets held for sale” due to outsourcing of printing work at certain units. As at March 31, 2024, the company is able to dispose of substantial Land and Building and the Company remains committed to its plan to sell the balance. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. Impairment of INR 23 Lakhs has been recognised during year ended March 31, 2024 (Previous year INR 12 Lakhs).

As at March 31, 2023, certain Leasehold Land was re-classified from ""Right-of-use assets"" to “Non-current assets held for sale” being held for sale. During the year ended March 31, 2024, the company is able to dispose off the same in entirety. No impairment has been recognised during year ended March 31, 2024 and March 31, 2023.

As at March 31, 2023, certain Land and Building was re-classified from ""Investment Property"" to “Non-current assets held for sale” being held for sale. During the year ended March 31, 2024, the company is able to dispose of partial Investment Property and the Company remains committed to its plan to sell the balance. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. No impairment has been recognised during year ended March 31, 2024 and March 31, 2023.

Further, during year ended March 31, 2024, certain additional Investment Property has been has been re-classified from "Investment Property" to “Non-current assets held for sale” being held for sale. Disposal is expected within one year of classification as held for sale. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. No impairment has been recognised during year ended March 31, 2024.

Non-current assets held for sale relating to property, plant and equipment" and "Non-current assets held for sale relating to Right-of-use asset" are being presented as part of "Printing and publishing of newspaper and periodicals segment" as part of Segment information in accordance with Ind AS 108 Operating Segments.

"Non-current assets held for sale relating to investment property" are being presented as part of ""Unallocated segment"" as part of Segment information in accordance with Ind AS 108 Operating Segments."

Note 44: Business Combination [Acquisition of HTCSLLP Business from HTCSLLP, a joint venture LLP)

On February 20, 2024, Hindustan Media Ventures Limited (HMVL or “the Company”) has entered into Slump Sale Agreement with HT Content Studio LLP (HTCSLLP), a joint venture LLP, to acquire “HTCSLLP Business” from HTCSLLP as a ''going concern'' on a slump sale basis. In the regard, the Company has settled consideration of INR 203 Lakhs in cash on March 4, 2024 (Acquisition date).

The acquisition was carried out by the Company since the partners of HTCSLLP are desirous of winding up HTCSLLP by carving out its existing business to the Company via slump sale on a going concern basis.

The fair value of the trade receivables amounts to INR 7 lakhs. None of the trade receivables is credit impaired and it is expected that the full contractual amounts can be collected.

Transaction costs were expensed and are included in other expenses.

From the date of acquisition, HTCSLLP business have contributed INR 9 lakhs of revenue (including other income) and INR 8 lakhs of profit before tax to the Company for year ended March 31, 2024. If the acquisitions had occurred on April 1, 2023, revenue and profit/(loss) before tax for the year ended March 31, 2024 would be INR 354 lakhs and INR 61 Lakhs respectively.

Note 46: Other Statutory information

(i) 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.

(ii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

(iii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(v) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(vi) There are no funds which have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

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

(vii) There are no funds which have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

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

(viii) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC (the same is not required to be registered with RBI as not being Systemically Important CIC ).

(ix) The company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

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

(xi) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year

---

Mar 31, 2023

Note 3 : Property, plant and equipment and Capital work in progress (cont’d)

I. Capital work in progress (CWIP)

The capital work in progress as at March 31, 2023 and March 31, 2022 comprises mainly expenditure for Buildings & Plant and Machinery.

The Company accounts for capitalization of property, plant and equipment to the extent applicable through capital work in progress and therefore the movement in capital work-in-progress is the difference between closing and opening balance of capital work-in-progress as adjusted in additions to property, plant and equipment.

The management has determined that the investment properties consist of two classes of assets — residential and commercial-based on the nature, characteristics and risks of each property.

As at March 31, 2023 and March 31, 2022, the fair values of the properties are INR 12,026 Lakhs and INR 7,188 Lakhs respectively. These valuations are based on valuations performed by a registered independent valuer who is a specialist in valuing these types of investment properties. A valuation model in accordance with Ind AS 113 has been applied.

The Company has no restrictions on the realisability of its investment properties and there exist contractual obligations of INR 1,611 Lakhs (March 31, 2022: INR 1,217 Lakhs) to purchase the investment property whereas there are no contractual obligation to develop investment property or for repairs and enhancements.

Estimation of Fair Value

During the current year ended March 31, 2023 and the previous year ended March 31, 2022, the fair value of investment property is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The valuation has been determined basis the market approach by reference to sales in the market of comparable properties. However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation. All resulting fair value estimates for investment properties are included in Level II.

# In the year ended March 31, 2016; the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication related trademarks from its parent company HT Media Limited. Management is of the opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the Brand is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

For the purposes of impairment testing of Brand with indefinite life, the recoverable amount of Brand is based on its fair value. The fair value has been determined as per Royalty Relief method. The fair value is being compared with the Carrying amount of Brand as stated above. No impairment has been observed. Discount rate (14 % to 17%) and Royalty rate (4%) are the key assumptions considered in determining fair value. It is a Level III valuation. There has been no change in the valuation technique.

Note I:

Impairment of investments in HT Noida Company Limited (HTNL) amounting to INR 125 lakhs (Previous Year: INR 351 lakhs) has been made during the year on account of recoverable amount lower than the carrying amount. The recoverable amount is based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Note II:

Impairment of investments in HT Content Studio LLP amounting to INR 634 lakhs has been made during the year on account of recoverable amount lower than the carrying amount. The recoverable amount is based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

External commercial borrowing of USD 100 Lakhs from Bank carries interest @USD 3 months Libor 0.65% spread p.a. The loan is repayable in 8 semi annual equal installments of USD 12.50 Lakhs starting from 29 November, 2019. The loan is secured by Pledge of Debt Mutual Funds investment of company. Refer note 38 for further details.

Note II- Cash credit/ overdraft from bank (Secured)

Outstanding Cash Credit/ Overdraft from Bank was drawn @ 7.60% p.a. and is payable on demand. The loan is secured by Lien on Fixed Deposits.

Outstanding STL/WCDL from Bank as on March 31, 2022 was drawn in various tranches from January 19, 2022 till March 28, 2022 @ average Interest Rate of 4.57% p.a. (Applicable MIBOR Margin / Fixed rate) and were duly repaid starting from April 4, 2022 till May 5, 2022. The loan was secured by Pledge of Debt Mutual Funds investment/ Current Assets of company.

Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

Note IV- Buyer’s credit from Bank (Unsecured)

Outstanding Buyer''s Credit loan from Bank was drawn in various tranches from Dec 14, 2022 till January 25, 2023 @ average Interest Rate of 5.84% p.a. (Applicable LIBOR Margin / Fixed rate) and are due for repayment in FY 2023-24.

Note V- Short term foreign currency non- repatriable (FCNR) loan from banks (Unsecured)

-Outstanding short term FCNR loan from bank was drawn @6.25% p.a during quarter ended March 31, 2023 and are due for repayment during FY 23-24.

Note VI- Inter Company Loan (Unsecured)

- Inter-corporate deposit (ICD) was drawn in various tranches in year 2022-23 @ 8.97% p.a. and is repayable on 20th March 2024. The interest shall become due and payable along with principal.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

Note 29 : Dividend

The Company has neither declared nor paid any dividend during the current and previous year as per the Section 123 of the Companies Act, 2013.

Note 30 : Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves. The primary objective of the Company''s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital and net debt. The Company includes within net debt, interest bearing loans and borrowings and interest accrued on borrowings.

The Company has a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. The gratuity plan is managed through ''HMVL Editorial Employees Gratuity Fund Trust'' & ''HMVL Non Editorial and Other Employees Gratuity Fund Trust''. The funds maintained by ''HMVL Editorial Employees Gratuity Fund Trust'' & ''HMVL Non Editorial and Other Employees Gratuity Fund Trust'' represent plan assets for the Company.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and Ind AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the company . To have an understanding of the scheme, relevant disclosures are given below.

I. Employee Stock Options (ESOPs) granted by Hindustan Media Ventures Limited for eligible employees of the group.

The Hindustan Times Limited and HT Media Limited (the immediate Parent Company) has given loan to “HT Group company''s -Employee Stock Option Trust” which in turn has purchased Equity Shares of HMVL for the purpose of granting Options under the ''HT Group company''s -Employee Stock Option Rules'' (“HT ESOP”), to eligible employees of the group.

Options granted are exercisable for a maximum period of 14 years after the scheduled grant date as per the Scheme.

HMVL has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. HMVL has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value .

The employee compensation cost (accounting charge for the year) during the year calculated using the fair value of stock options is INR 2.8 Lakh (March 31, 2022: INR 6 lakhs).

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is INR NIL (March 31, 2022: INR NIL)

II. The fellow subsidiary, Firefly e-Ventures Limited (FEVL)# has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

The Company has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value .

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is INR NIL (March 31, 2022: INR NIL).

III. The Holding Company, HT Media Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee stock options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

(b) Contingent liabilities A. Claims against the company not acknowledged as debts (INR Lakhs)
Particulars	March 31, 2023	March 31, 2022
a) The Company has filed a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs. 73 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs. 13 lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. The chances of our loosing in the said matters are remote.	73	73
b) The Company has filed a petition before the Hon''ble Patna High Court against the demand of Rs.10 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. The chances of our loosing in the said matters are remote.	10	10

B During the current year and as in the previous financial year, the Management has received few claims from employees who either retired, or were separated from the Company, regarding the benefits of Majhithia Wage Board recommendations. We have raised our objections on the maintainability of the Claim and the amount so claimed as due. The matters have been referred to respective Labour Courts for adjudication on the eligibility/maintainability/ liability of such claims. Based on management assessment and current status of the above matter, the management is confident that no additional provision is required in the financial statements as on March 31, 2023.

C. In respect of income tax demand under dispute INR 1,051 Lakhs (previous year INR 578 Lakhs) against the same the Company has paid tax under protest of INR 1,046 Lakhs (previous year INR 563 Lakhs). The tax demand are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act. The company is contesting the demands before the appropriate appellate authorities and the management believes that Company''s tax positions are likely to be upheld by such authorities. No tax expenses have been accrued in the financial statements for these tax demands.

ii) Transactions with related parties

Refer note 34 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (other than Inter-Corporate Deposits) . There have been no guarantees provided or received for any related party receivables or payables.

Note 35 : Segment information

As per Ind AS 108 - Operating Segments, the Company has two reportable Operating Segments viz. Printing & Publishing of Newspaper & Periodicals and Digital. During the year ended March 31, 2023, ''Over-the-top (OTT) Play'' business has been presented as ''Digital Segment''. The financial information for these reportable segments along-with restatement of comparative period has been provided in Consolidated Financial statements as per Ind-AS 108 - Operating Segments.

The Chief Operating Decision Maker (CODM) of the Company monitors the operating results of the above-mentioned business unit for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Company''s financing (including finance costs and finance income) and income taxes are managed on a Company basis and are not allocated to operating segments.

Geographical revenue is allocated based on the location of the customers. The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical location.

Information about major customers:

No single customer represents 10% or more of the Company''s total revenue during the year ended March 31, 2023 and March 31, 2022. Note 36 : Hedging activities and derivatives Derivatives not designated as hedging instruments

The Company uses foreign exchange forward contracts, call spread option, Seagull option, interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts are not designated as cash flow hedges other than ECB Loan. These contracts are not designated as cash flow hedges and are entered into for periods consistent with underlying transactions exposure.

Derivatives designated as hedging instruments

The Company has taken USD 100 Lakhs ECB Loan with floating rate of interest. The Company has taken Call Spread option to mitigate foreign currency risk in relation to repayment of principal amount of USD 100 Lakhs and Interest Rate Swap (Floating to Fixed) to mitigate interest rate risk. The Company designates (Cash Flow Hedge):

• Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to ECB Loan availed in USD.

• Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to ECB Loan.

Hedge Effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The Company performs a qualitative assessment of effectiveness. As all critical terms matched during the year, the economic relationship was effective.

The management assessed that fair value of trade receivables, cash and cash equivalents, loans, other bank balances, other current non- derivative financial assets, short- term borrowings, trade payables, lease liabilities and other current non- derivative financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- The fair values of Long term interest-bearing borrowings are determined by using Discounted Cash Flow(DCF) method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. The own non performance risk was assessed to be insignificant.

- The fair values of the investment in unquoted equity/preference/debt instruments have been estimated using a Discounted Cash Flow (DCF) model and/or comparable investment price such as last round of funding made in the investee Company. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted investments.

- The Company has investment in quoted mutual funds being valued at Net Asset value.

- Investments in quoted market linked debentures/ Perpetual Bonds being valued being valued basis fair valuation available in market/ public domain.

- Fixed bank deposits with more than 12 months maturity have been derived basis the interest accrued on fixed deposits upto the balance sheet date.

-The Company invests in quoted equity shares valued at closing price of stock on recognized stock exchange.

- The Company enters into derivative financial instruments such as foreign exchange forward contracts, call option spreads, interest rate swaps etc. being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market valuation provided by Bank for valuation of these derivative contracts.

- The loans given/security deposits paid are evaluated by the company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counterparty. Based on this evaluation, allowances are taken into account for the expected losses.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2023 and March 31, 2022 are as shown below:

Note 38: Financial risk management objectives and policies

The company''s principal financial liabilities, other than derivatives, comprise loans and borrowings and trade & other payables. The main purpose of these financial liabilities is to finance the company''s operations and to support its operations. The company''s principal financial assets, other than derivatives comprise investments, loans given, trade and other receivables and cash and cash equivalents that derive directly from its operations. The company also enters into foreign exchange derivative transactions.

The company is exposed to market risk, credit risk and liquidity risk. The company''s senior management oversees the mitigation of these risks. The company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the company''s policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarised below:-

1) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2023 and March 31, 2022.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-employment obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2023 and March 31, 2022.

(i) 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 companies exposure to the risk of changes in market interest rates relates primarily to the long-term ECB Borrowings with floating interest rates.

The Company manages interest rate risk by taking interest rate swap (floating to fixed). Refer note 36 for details.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company''s exposure to the risk of changes in foreign exchange rates relates primarily to the company''s operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency etc.

The company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option/swap contracts, if required. These transactions generally relate to purchase of imported newsprint & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the company negotiates the terms of those derivatives to match the terms of the underlying exposure.

(iii) Equity/Preference price risk

The company''s listed and non-listed equity/preference securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity/preference price risk through diversification and by placing limits on individual and total equity/preference instruments. Reports on the equity/preference portfolio are submitted to the company''s senior management on a regular basis. The company''s Investment Committee approves all equity/ preference investment decisions.

2) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and Other Financial Assets at amortised cost

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10A and 6D. The Company does not hold collateral as security other than secured trade receivables (refer Note 10A)

The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the company''s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity mechanism.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank loans & liquid MF Investments.

100% of the Company''s borrowings will mature in less than one year at March 31, 2023 (March 31, 2022: 92%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/ cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

The Company has positive working capital position and positive Net Assets position as on 31 March, 2023. Accordingly, no liquidity risk is perceived. The Company has available undrawn borrowing facilities of INR 50,615 lakhs as at 31 March, 2023 (March 31, 2022: INR 39,707 lakhs).

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfill the collateral requirements for Borrowing. At March 31, 2023 and March 31, 2022, the invested values of the Investment in Mutual Funds pledged were INR 17,126 Lakhs Fair value [Original cost: INR 15,853 Lakhs] and INR 11,057 Lakhs Fair value [Original cost: INR 9,281 Lakhs] respectively. The counterparties have an obligation to return the securities to the company and the company has an obligation to repay the borrowing to the counterparties

upon maturity/ Due Date / mutual agreement. There are no other significant terms and conditions associated with the use of collateral securities except pledge given against outstanding Bank facilities (details are provided in borrowing note, refer note 15 A).

Note 39: Standards issued but not yet effective

On March 31, 2023, the Ministry of Corporate Affairs (MCA) issued certain amendments and annual improvements to Ind AS. These amendments are applicable for accounting periods beginning on or after April 01, 2023.

Amendment to Ind AS 12 and Ind AS 101

Now the Initial Recognition Exemption (IRE) does not apply to transactions that give rise to equal and offsetting temporary differences. Narrowed the scope of IRE (with regard to leases and decommissioning obligations). Accordingly, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on transactions such as initial recognition of a lease and a decommissioning provision.

The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented.

The application of this amendment is not expected to have a material impact on the Company''s financial statements.

Amendment to Ind AS 1 and Ind AS 34 and Ind AS 107

Companies should now disclose material accounting policies rather than their significant accounting policies.

The application of this amendment is not expected to have a material impact on the Company''s financial statements.

Amendment to Ind AS 8

Definition of ''change in account estimate'' has been replaced by revised definition of ''accounting estimate''. As per revised definition, accounting estimates are monetary amounts in the financial statements that are subject to measurement uncertainty.

The application of this amendment is not expected to have a material impact on the Company''s financial statements.

Following amendments are clarificatory in nature-

Amendment to Ind AS 109

In Indian Accounting Standard (Ind AS) 109, in Appendix B, in paragraph B4.3.12, for item (b), the following item shall be substituted, namely:-

(b) “a combination of entities or businesses under common control as described in Appendix C of Ind AS 103; or”;

The application of this amendment is not expected to have a material impact on the Company''s financial statements.

Amendment to Ind AS 115

In Indian Accounting Standard (Ind AS) 115, in Appendix 1,-

(i) in paragraph 2, for the words and figure “paragraph of 15”, the word and figure “paragraph 51” shall be substituted;

(ii) in paragraph 5, for the word and letter “Appendix D” the word and letter “Appendix B” shall be substituted.;

The application of this amendment is not expected to have a material impact on the Company''s financial statements. Amendment to Ind AS 103

In Indian Accounting Standard (Ind AS) 103, in Appendix C, in paragraph 13, for item (b), the following item shall be substituted, namely:-“(b) the date on which the transferee obtains control of the transferor;”;

The application of this amendment is not expected to have a material impact on the Company''s financial statements.

Amendment to Ind AS 102

In Indian Accounting Standard (Ind AS) 102, the footnote starting with the words “For example, in case” and ending with the words “not exercised”, appearing on the heading before paragraph 24 ''If the fair value of the equity instruments cannot be estimated reliably'' shall be deleted and the same shall be added at the end of paragraph 23 at the words “equity to another”. The application of this amendment is not expected to have a material impact on the Company''s financial statements.

As at September 30, 2020, certain Land and Building was classified as “Non- current assets held for sale” due to outsourcing of printing work at certain units. During the year ended March 31, 2023, the company is able to dispose of substantial Land and Building and the Company remains committed to its plan to sell the balance. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. Impairment of INR 6 Lakhs is recognized under the head “Loss on sale of property, plant and equipment (includes impairment of property, plant and equipment)”

As at January 31, 2022, certain Plant and Machinery pertaining to unit where printing work has been outsourced, has been classified as “Non- current assets held for sale”. During the year ended March 31, 2023, the company is able to dispose of identified Plant and Machinery and balance Plant and Machinery has been reclassified to Property Plant and Equipment on account of shifting to operational units. Reclassified portion is being measured at the lower of its carrying amount (adjusted for any depreciation that would have been recognised had the asset not been classified as held for sale) and recoverable amount. Impairment of INR 11 Lakhs is recognized under the head ”Loss on sale of property, plant and equipment (includes impairment of property, plant and equipment)”

During the year ended March 31, 2023, certain Land and Building has been re-classified from “Investment Property” to “Non- current assets held for sale” being held for sale. Disposal is expected within one year of classification as held for sale. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. No impairment has got triggerred.

During the year ended March 31, 2023, certain Leasehold Land has been re-classified from “Right - of - use assets” to “Non- current assets held for sale” being held for sale. Disposal is expected within one year of classification as held for sale. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. No impairment has got triggerred.

“Non-current assets held for sale relating to property, plant and equipment” and “Non-current assets held for sale relating to Right-of-use asset” are being presented as part of “Printing and publishing of newspaper and periodicals segment” as part of Segment information in accordance with Ind AS 108 Operating Segments.

“Non-current assets held for sale relating to investment property” are being presented as part of “Unallocated segment” as part of Segment information in accordance with Ind AS 108 Operating Segments.

Note 47: Other Statutory information

(i) 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.

(ii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

(iii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(v) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(vi) There are no funds which have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

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

(vii) There are no funds which have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

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

(viii) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC (the same is not required to be registered with RBI as not being Systemically Important CIC ).

(ix) The company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

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

(xi) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year

---

Mar 31, 2018

1. CORPORATE INFORMATION

Hindustan Media Ventures Limited (“HMVL’ or “the Company”) is a Public Limited Company domiciled in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

HT Media Limited (“Holding Company”) holds 74.30% of Equity Share Capital of the Company. The Company is engaged in the business of publishing ‘Hindustan’, a Hindi Daily, and two monthly Hindi magazines ‘Nandan’ and ‘Kadambani’. The registered office of the Company is located at Budh Marg, Patna- 800001.

Information on other related party relationships of the Company is provided in Note 34.

The financial statements of the Company for the year ended March 31, 2018 are authorised for issue in accordance with a resolution of the Board of Directors on May 1, 2018.

2. SIGNIFICANT ACCOUNTING POLICIES FOLLOWED BY COMPANY

2.1 Basis of preparation

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Companies Act 2013 (the “accounting principles generally accepted in India”).

The accounting policies are applied consistently to all the periods presented in the financial statements.

The standalone financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

- Derivative financial instruments

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

- Defined benefit plans - plan assets measured at fair value;

The standalone financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency.

All amounts disclosed in the financial statements and notes have been rounded off to the nearest Lacs as per the requirement of Schedule III, unless otherwise stated. Rounding of errors has been ignored.

2.2. Significant accounting judgements, estimates & assumptions

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates or Judgement are as below: Property, Plant and Equipment

The Company, based on technical assessment and management estimate, depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21 years. These useful lives are higher than those indicated in schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Intangible asset - “Hindi Hindustan” Brand

In year ended March 31, 2016, the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication related trademarks) from its parent Company, HT Media Limited. Management is of the opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the trademark is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

Contingent Liability and commitments

The Company is involved in various litigations. The management of the Company has used its judgement while determining the litigations outcome of which are considered probable and in respect of which provision needs to be created.

Assessment of lease contracts

Significant judgement is required to apply lease accounting rules under Appendix C to INDAS 17: determining whether an Arrangement contains a Lease. In assessing the applicability to arrangements entered into by the Company, management has exercised judgement to evaluate the right to use the underlying assets, substance of the transaction including legally enforced arrangements and other significant terms and conditions of the arrangement to conclude whether the arrangements meet the criteria under Appendix C to INDAS 17.

Fair value measurements

When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgements include consideration of inputs such as liquidity risk, credit risk and volatility.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Further details on taxes are disclosed in Note 14.

Share Based Payment

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 32.

Defined benefit plans

The cost of the defined benefit gratuity plan and other postemployment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 31.

I. Capital work in progress (CWIP)

The capital work in progress as at March 31, 2018 and March 31, 2017 comprises mainly expenditure for Plant and Machinery.

As at March 31, 2018 and March 31, 2017, the fair values of the properties are INR 727 lacs and INR 633 lacs respectively. These valuations are based on valuations performed by an accredited independent valuer who are specialist in valuing these types of investment properties. A valuation model in accordance with Ind AS 113 has been applied.

The company has no restrictions on the realisability of its investment properties and there exists contractual obligations of INR 19 lacs (March 31, 2017: INR 19 lacs) to purchase the investment property whereas there are no contractual obligation to develop investment property or for repairs and enhancements.

Estimation of Fair Value

The valuation has been determined basis current prices for similar properties in an active market (Level II) . However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation.

# In the year ended March 31, 2016; the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication) related trademarks from its parent company HT Media Limited. Management is of the opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the Brand is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

Intangible assets with indefinite useful life are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable.

The management is of the view that Brand does not have a finite life cycle and accordingly the Brand has been determined to have an indefinite useful life and is not amortised. The Company tests the intangible asset annually for impairment or more frequently if there are indications that intangible asset might be impaired.

The calculations of value in use are most sensitive to the following assumptions:

a. Weighted Average Cost of Capital (WACC) of 14.05%

b. For arriving at the terminal value, management has considered a growth rate of 3%.

The Board of Directors of the Company at its meeting held on August 24, 2017, approved the sale of Company’s entire investment in HT Digital Streams Limited (Associate Company) to Digicontent Limited (formerly HT Digital Ventures Limited), a fellow subsidiary company. The aforesaid transaction was consummated on December 28, 2017. Therefore, HT Digital Streams Limited has ceased to be an Associate of the Company w.e.f. December 28, 2017.

# The name of Birla Sun Life has been changed to Aditya Birla Sun Life *Pledged in favour of Deutsche Bank for overdraft facility in FY 17-18 & FY 16-17

**57.07 Lac units of IDFC Dynamic Bond Fund Growth with a face value of INR 10/- unit are pledged in favour of Deutsche Bank for overdraft facility in FY 17-18 & FY 16-17

***23.25 Lac units and 69.86 Lac units of Aditya Birla Sun Life Dynamic Bond Fund Retail Growth with a face value of INR 10/- unit are pledged in favour of Deutsche Bank for overdraft facility in FY 17-18 and FY 16-17 respectively.

****99.44 Lac units of IDFC Corporate Bond Fund Growth with a face value of INR 10/- unit are pledged in favour of Deutsche Bank for overdraft facility in FY 17-18 & FY 16-17

Derivative instruments at fair value through profit and loss reflect the positive change in fair value of those foreign exchange forward contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for expected purchases.

# Included in Other receivables above is receivable from related parties INR 916 Lacs (Previous year March 31, 2017: INR 557 Lacs)

Loans and receivables are non-derivative financial assets which generate a fixed or variable interest income for the company. The carrying value may be affected by changes in the credit risk of the counterparties.

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

NOTE 3 : INCOME TAX

The major components of income tax expense for the year ended March 31, 2018 and March 31, 2017 are :

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

During the year ended March 31, 2018 and March 31, 2017, the company has paid dividend to its shareholders. This has resulted in payment of Dividend Distribution Tax to the taxation authorities. The company believes that Dividend Distribution Tax represents additional payment to taxation authority on behalf of the shareholders. Hence Dividend Distribution Tax paid is charged to equity.

Note I- Buyer’s credit from Yes Bank (Secured)

Outstanding Buyer’s Credit loan from Yes Bank (Secured) was drawn in various tranches from 4-August-2017 till 16-October-2017 @ average Interest Rate of 2.43% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from 30-April-2018 till 13-July-2018. This facility is secured by first Pari Passu charge on all current assets (both present & future).

Note II- Buyer’s credit from DBS Bank (Unsecured)

Outstanding Buyer’s Credit loan from DBS Bank (Unsecured) was drawn in various tranches from 25-July-2017 till 28-December-2017 @ average Interest Rate of 2.63% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from 20-April-2018 till 21-September-2018.

Note III- Buyer’s credit from Bank of Tokyo- Mitsubishi (Unsecured)

Outstanding Buyer’s Credit loan from BOTM Bank (Unsecured) was drawn in various tranches from 5-March-2018 till 26-March-2018 @ average Interest Rate of 3.27% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from 30-November-2018 till 19-December-2018.

Loan covenants

The company has complied with all the loan covenants.

NOTE 4 : EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

NOTE 5 : CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company’s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital and net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. The Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

The following tables summarises the components of net benefit expense recognised in the Statement of Profit or Loss and the funded status and amounts recognised in the Balance Sheet for the respective plans:

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

Leave Encashment (unfunded)

The Company recognises the leave encashment expenses in the Statement of Profit and Loss based on actuarial valuation.

The expenses recognised in the Statement of Profit and Loss and the Leave encashment liability at the beginning and at the end of the year :

NOTE 6 : SHARE-BASED PAYMENTS

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and Ind AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Company . To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited and HT Media Limited (the immediate Parent Company) has given loan to “HT Group company’s - Employee Stock Option Trust” which in turn has purchased Equity Shares of INR 10/- each of the Company for the purpose of granting Options under the ‘HT Group company’s -Employee Stock Option Rules’ (“HT ESOP”), to eligible employees of the group.

C. The details of exercise price for stock options outstanding at the end of the year ended March 31, 2018 are:

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisiable for a minimum period of 14 years after the scheduled vesting date as per the scheme

The Company has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value .

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is INR NIL (March 31, 2017: INR NIL)

II. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HMVL at a fixed price within a specific period of time.

Weighted average fair value of the options outstanding is:

Plan A - INR 50.05 Plan C - INR 68.90

The Company has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value .

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is INR NIL (March 31, 2017: INR NIL).

III. The fellow subsidiary, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below: Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs10 each per option.

Weighted average fair value of the options outstanding is INR 4.82 per option. Since no options have been exercised during the period, thus weighted average share price has not been disclosed.

The Company has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value .

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is INR NIL (March 31, 2017: INR NIL).

NOTE 7 : COMMITMENTS AND CONTINGENCIES

(a) Leases Operating lease commitments - Company as lessee

The company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

The company has paid INR 755 lacs (March 31, 2017: INR 643 lacs) during the year towards minimum lease payment and infrastructure charges and the same is disclosed as Rent under Note 26.

The Company has entered into certain printing agreements which are in substance in the nature of operating lease. Currently, the Company has booked such expenses in the Income Statement under the head printing charges. The total of such expenses booked under printing charges amounts to INR 996 Lacs (previous year INR 1,000 Lacs).

B. During the current year and as in the previous financial year, the management has received several claims substantially from employees in UP, Jharkhand and Bihar who are either retired or separated from the Company regarding the benefits of Majithia Wage Board recommendations. However, all such claims/ recovery order(s) issued by ALC/ DLC office are generally either stayed by the respective Hon’ble High Court(s) or are pending before ALC/ DLC.

Based on management assessment and current status of the above matters, the management is confident that no provision is required in the financial statements as on March 31, 2018

C. Demand of INR 25 lacs received from Collector (Stamp) regarding stamp duty payable on land in Aligarh, which has been paid by the Company under protest.

D. Income- tax authorities have raised additional demands for INR 91 lacs (March 31 2017: Nil) for various financial years. The tax demands are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act. The matters are pending before various authorities. The company is contesting the demands and the management believes that its position will likely to be upheld. No tax expenses have been accrued in the financial statements for these tax demands.

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTLs subsidiary HT Media Limited holds shares in the Company.

## Earthstone Holding (Two) Private Limited (formerly known as Earthstone Holding (Two) Limited) is the holding Company of The Hindustan Times Limited.

ii) Transactions with related parties

Refer Note 34 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables.

NOTE 8 : SEGMENT INFORMATION

The Company’s operations comprise of only one segment i.e. “Printing and Publishing of Newspaper”. The management also reviews and measure the operating results taking the whole business as one segment and accordingly make decision about the resources allocation. In view of the same separate segment information is not required to be given as per the requirement of Ind 108 on “Operating Segments”.

The analysis of geographical segment is based on the geographical location of the customers. The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

NOTE 9 : HEDGING ACTIVITIES AND DERIVATIVES

Derivatives not designated as hedging instruments

The company uses foreign exchange forward contracts, to manage its foreign currency exposures. These contracts are not designated as cash flow hedges and are entered into for periods consistent with underlying transactions exposure.

NOTE 10:FAIR VALUES

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments:

The management assessed that cash and cash equivalents, trade receivables, trade payables, current borrowings, other current financial assets and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- The Company has investment in quoted mutual funds being valued at Net Asset value.

-The Company invests in quoted equity shares valued at closing price of stock on recognized stock exchange.

- The Company enters into derivative financial instruments such as foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market valuation provided by Bank for valuation of these derivative contracts.

- The loans and investment in bonds are evaluated by the Company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counterparty. Based on this evaluation, allowances are taken into account for the expected losses.

NOTE 11 A : FAIR VALUE HIERARCHY

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

-Level 1: Quoted prices for identical instruments in an active market;

-Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and -Level 3: Inputs which are not based on observable market data.

There were no significant changes in the classification and no significant movements between the fair value hierarchy classifications of assets and liabilities during FY 2017-18 and FY 2016-17.

The Company enters into derivative financial instruments such as foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market provided by Bank for valuation of these derivative contracts.

NOTE 12: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, . The main purpose of these financial liabilities is to finance the Company’s operations and to support its operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also enters into foreign exchange derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the mitigation of these risks. The Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, are summarised below:-

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2018 and March 31, 2017.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of hedge designations in place at March 31, 2018.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2018 and March 31, 2017.

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’s exposure to the risk of changes in market interest rates relates primarily to the Company’s current debt obligations with fixed interest rates.

The Company manages its interest rate risk for short term borrowings by majorly raising funds at a fixed rate. These exposures are reviewed by appropriate levels of management as and when required.

* Interest rate sensitivity for floating borrowing

The table below illustrates the impact of a 0.5% to 1.50% movement in interest rates on interest expense on loans and borrowings. The risk estimate provided assumes that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of date. The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency etc.

The Company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option contracts. These transactions generally relates to purchase of imported newsprint & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the underlying exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase of newsprint and therefore require a continuous supply of newsprint. Due to the volatility of the price of the newsprint, the Company also entered into various purchase contracts .

Equity price risk

The Company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Investment Committee approves all equity investment decisions.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10A.

The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank overdrafts, Bank loans. 100% of the Company’s debt will mature in less than one year at March 31, 2018 (March 31, 2017: 100%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/ cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

The Company had available undrawn committed borrowing facilities of INR 44,735 lacs (March 31, 2017: INR 42,022 lacs).

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfil the collateral requirements for Borrowing. At March 31, 2018 and March 31, 2017, the invested values of the Investment in Mutual Funds pledged were INR 5,800 lacs and INR 8,300 lacs respectively. The counterparties have an obligation to return the securities to the Company and the Company has an obligation to repay the borrowing to the counterparties upon maturity/ Due Date / mutual agreement. There are no other significant terms and conditions associated with the use of collateral. Securities except pledge given against outstanding Bank facilities details is provided in borrowing note.

NOTE 13 : STANDARDS ISSUED BUT NOT YET EFFECTIVE Ind AS 115 Revenue from Contracts with Customers

Ind AS 115 was issued on March 18, 2018 and establishes a five-step model to account for revenue arising from contracts with customers. Ind AS 115 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This Standard is effective for accounting periods beginning on or after April 1, 2018.

Either a so called full retrospective application or a modified retrospective application is required for annual periods beginning on or after April 1,2018.

During 2017-18, the Company performed a preliminary assessment of Ind AS 115. The initial application of Ind AS 115 is not expected to have material impact on the Company’s financial statements.

Amendments to Ind AS 12 Income Taxes: Recognition of Deferred Tax Assets for Unrealised Losses

The amendments clarify that an entity needs to consider whether tax law restrict the sources of taxable profits against which it may make deductions on the reversal of deductible temporary difference related to unrealized losses. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount. This amendment is applicable retrospectively for annual periods beginning on or after April 1, 2018.

During 2017-18, the Company performed a preliminary assessment of this amendment. The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Ind AS 28 Investments in Associates and Joint Ventures - Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice

When an investment in an associate or joint venture is held by, or is held indirectly through, a venture capital organisation, or a mutual fund, unit trust and similar entities including investment-linked insurance funds, the entity may elect, in accordance with Ind AS 28, to measure that investment at fair value through profit or loss.

However, it was not clear whether the entity is able to choose between applying the equity method or measuring the investment at fair value for each investment, or whether instead the entity applies the same accounting to all of its investments in associates and joint ventures.

Ind AS 28 has been amended to clarify that a venture capital organisation, or a mutual fund, unit trust and similar entities may elect, at initial recognition, to measure investments in an associate or joint venture at fair value through profit or loss separately for each associate or joint venture.

In addition, Ind AS 28 permits an entity that is not an investment entity to retain the fair value measurement applied by its associates and joint ventures (that are investment entities) when applying the equity method. Therefore, this choice is available, at initial recognition, for each investment entity associate or joint venture.

The amendments are applicable retrospectively for annual periods beginning on or after April 1, 2018.

These amendments are not applicable to the Company

Ind AS 21 Foreign Currency Transactions and Advance Consideration

The amendment clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration.

The amendment is applicable for accounting periods beginning on or after April 1, 2018 (retrospective application is permitted).

Since the Company’s current practice is in line with the amendment, the Company does not expect any effect on its financial statements.

Ind AS 40 Investment Property

The amendment lays down the principle regarding when a Company should transfer asset to, or from, investment property. However, it was not clear whether the evidence of a change in use should be the one specifically provided in the standard. Accordingly, the amendment clarifies that a transfer is made when and only when:

a) There is an actual change of use i.e. an asset meets or ceases to meet the definition of investment property

b) There is evidence of the change in use.

The amendments are applicable for annual periods beginning on or after April 1, 2018.

This amendment is not applicable to the Company.

NOTE 14 : CAPITALIZED EXPENDITURE

During the year, the Company has capitalized the following expenses of revenue nature to the cost of fixed asset/capital work in progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.

NOTE 15: SPECIFIED BANK NOTES (SBNS)

Ministry Of Corporate Affairs issued an amendment to Schedule III of the Companies Act, 2013, regarding general instructions for preparation of Balance Sheet, to disclose the details of Specified Bank Notes (SBN) held and transacted during the period 08/1 1/2016 to 30/12/2016.

There has been no movement in the below disclosure for the year ended March 31, 2018

Post demonetization, the management had directed all employees not to accept/ pay using the SBN’s.

Explanation: For the purposes of this clause, the term ‘Specified Bank Notes’(SBN) shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8 November, 2016.

The aforesaid disclosures of SBN’s have been compiled taking the management stated policy, direct bank confirmation and compilation of pay in slips.

NOTE:- 16 DETAILS OF CSR EXPENDITURE

Pursuant to the applicability of CSR (Corporate Social Responsibility) provisions of the Companies Act, 2013 the Company has made the requisite expenditure towards CSR as per details below :

(a) Gross amount required to be spent by the Company during the year is INR 465 Lacs ( Previous Year INR 395 lacs).

(b) Details of amount spent during the year ended March 31, 2018:

* Included in Donations/ Contribution expenses ** Included in Advertisement and sales promotion expenses

The shortfall in amount spent is related to Swachch Bharat initiative to promote sanitation and the development of the Kund in the Integrated and transformational village development project. The projects are under implementation and would be completed in FY 2018-19

(c) Details of amount spent during the year ended March 31, 2017:

* Included in Donations/ Contribution expenses ** Included in Advertisement and sales promotion expenses

Note 17: The Board of Directors of the Company at its meeting held on October 16, 2017 approved a Scheme of Arrangement u/s 230 to 232 and other applicable provisions of the Companies Act, 2013 between the Company and India Education Services Private Limited (“IESPL”) (fellow subsidiary Company) and their respective shareholders which provides for demerger of IESPLs business in relation to the educational services to retail consumers i.e. B2C business and transfer and vesting thereof into the Company (Scheme), subject to requisite approval(s). Pending requisite approval(s), the impact of the Scheme is not considered in the financials.

For further details of loans and advances provided to related parties, refer note 34A

NOTE 18.

Previous year figures have been regrouped and reclassified wherever necessary to conform to the current year classification.

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Mar 31, 2017

1. Significant accounting judgments, estimates & assumptions

The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates or judgements are below: Property, Plant and Equipment

The Company, based on technical assessment and management estimate, depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 16 to 21.06 years. These useful lives are higher than those indicated in Schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Intangible asset - “Hindi Hindustan” Brand

In the previous year ended March 31, 2016, the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication related trademarks) from its parent company, HT Media Limited. Management is of the

opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the trademark is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

Contingent Liability and commitments

The Company is involved in various litigations. The management of the Company has used its judgment while determining the litigations outcome of which are considered probable and in respect of which provision needs to be created.

Assessment of lease contracts

Significant judgment is required to apply lease accounting rules under Appendix C to Ind-AS 17: determining whether an Arrangement contains a Lease. In assessing the applicability to arrangements entered into by the Company, management has exercised judgment to evaluate the right to use the underlying assets, substance of the transaction including legally enforced arrangements and other significant terms and conditions of the arrangement to conclude whether the arrangements meet the criteria under Appendix C to Ind-AS 17.

Fair value measurements

When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include consideration of inputs such as liquidity risk, credit risk and volatility.

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Further details on taxes are disclosed in Note 14.

Share Based Payment

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 32.

Defined benefit plans

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 31.

For Investment Property existing as on April 1, 2015 i.e its date of transition to Ind-AS, the company has used Indian GAAP carrying value as deemed costs.

As at March 31, 2017, March 31, 2016 and April 1, 2015 the fair values of the properties are Rs, 633.00 lacs, Rs, 296.00 lacs and Rs, 36.00 lacs respectively. These valuations are based on valuations performed by an accredited independent valuer. They are specialist in valuing these types of investment properties. A valuation model in accordance with Ind-AS 113 has been applied.

The company has no restrictions on the reliability of its investment properties and there exists contractual obligations of Rs, 19.13 lacs (March 31, 2016 Rs, 12.70 lacs and April 1, 2015-NIL) to purchase the investment property whereas there are no contractual obligation to develop investment property or for repairs and enhancements.

Estimation of Fair Value

The valuation has been determined basis current prices for similar properties in an active market (Level II) . However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation.

I) In the year ended March 31, 2016; the Company had acquired Hindi Business Brand (i.e. Hindustan, Hindustan.in, Nandan, Kadambini, Hum Tum and other Hindi publication related trademarks from its parent company HT Media Limited. Management is of the opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the Brand is expected to generate net cash inflows for the Company. Hence, the Brand is regarded by Management as having an indefinite useful life.

Intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if the events and circumstances indicate that the carrying value may be impaired. The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable.

The management is of the view that Brand does not have a finite life cycle and accordingly the Brand has been determined to have an indefinite useful life and is not amortized . The Company tests the intangible asset annually for impairment or more frequently if there are indications that intangible asset might be impaired.

The calculations of value in use are most sensitive to the following assumptions:

a. Weighted Average Cost of Capital (WACC) of 14.05%.

b. For arriving at the terminal value, management has considered a growth rate of 3%.

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

During the year ended March 31, 2017 and March 31, 2016, the company has paid dividend to its shareholders. This has resulted in payment of Dividend Distribution Tax to the taxation authorities. The company believes that Dividend Distribution Tax represents additional payment to taxation authority on behalf of the shareholders. Hence Dividend Distribution Tax paid is charged to equity.

Note I- Buyer’s credit from Yes Bank (Secured)

Outstanding Buyer’s Credit loan from Yes Bank (Secured) was drawn in various tranches from December 14, 2016 till March 7, 2017 @ average Interest Rate of 2.56% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from September 8, 2017 till November 30, 2017. This facility is secured by first Pari Passu charge on all current assets (both present & future).

Note II- Buyer’s credit from Citi Bank (Unsecured)

Outstanding Buyer’s Credit loan from Citi Bank (Unsecured) was drawn in various tranches from July 9, 2015 till January 4, 2016 @ average Interest Rate of 1.37% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from April 4, 2016 till September 30, 2016.

Note III- Buyer’s credit from DBS Bank (Unsecured)

Outstanding Buyer’s Credit loan from DBS Bank (Unsecured) was drawn in various tranches from September 7, 2016 till February 21, 2017 @ average Interest Rate of 2.32% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from June 2, 2017 till November 17, 2017.

Note IV- Buyer’s credit from Deutsche Bank (Unsecured)

Outstanding Buyer’s Credit loan from Deutsche Bank (Unsecured) was drawn in various tranches from January 14, 2016 till March 15, 2016 @ average Interest Rate of 1.74% p.a. (Applicable LIBOR Margin from time to time) and are due for repayment respective due dates starting from July 12, 2016 till September 9, 2016.

Note V- Vendor financing from Citi Bank (Unsecured)

Outstanding Vendor Financing loan from Citi Bank (Unsecured) was drawn in various tranches from January 6, 2015 till March 23, 2015 @ average Interest Rate of 9.67% p.a. and are due for repayment respective due dates starting from April 6, 2015 till June 20, 2015.

Note VI- Vendor financing from BNP Paribas Bank (Unsecured)

Outstanding Vendor Financing loan from BNP Paribas Bank (Unsecured) was drawn in various tranches from January 9, 2015 till March 31, 2015 @ average Interest Rate of 9.67% p.a. and are due for repayment respective due dates starting from April 7, 2015 till June 24, 2015.

Note VII- Vendor financing from Deutsche Bank (Unsecured)

Outstanding Vendor Financing loan from Deutsche Bank (Unsecured) was drawn in various tranches from January 9, 2015 till March 31, 2015 @ average Interest Rate of 9.68% p.a. and are due for repayment respective due dates starting from April 9, 2015 till August 8, 2015.

Loan covenants

The company has complied with all the loan covenants

Terms and conditions of the above financial liabilities:

- Trade payables are non-interest bearing and are normally settled in the range of 1 to 180 days terms. For explanations on the company’s credit risk management processes, refer to Note 38.

Foreign exchange forward contracts

While the company entered into foreign exchange forward contracts with the intention of reducing the foreign exchange risk of foreign currency bonds, borrowings and payables. These contracts are not designated in hedge relationships and are measured at fair value through profit and loss.

NOTE 28 : EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

* Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognized as a liability (including Dividend Distribution Tax thereon) as at March 31.

NOTE 2 : TRANSFER OF MULTI-MEDIA CONTENT MANAGEMENT UNDERTAKING OF THE COMPANY (‘MMCM UNDERTAKING’) TO HT DIGITAL STREAMS LIMITED

The Board of Directors of the Company at its meetings held on October 26, 2015 and November 19, 2015, on the recommendation of the Audit Committee, had approved the transfer and vesting of the Multi-media Content Management Undertaking of the Company (‘MMCM Undertaking’) to and in HT Digital Streams Limited ( HTDSL), as a ‘going concern’ on a slump exchange basis by way of issue of fully-paid up equity shares of the Transferee Company, to the Company.

The Scheme of Arrangement u/s 391-394 of the Companies Act, 1956 between the Company and HTDSL and their respective shareholders & creditors for transfer and vesting of the Multi-media Content Management Undertaking of the Company (‘MMCM Undertaking’) to and in HTDSL, as going concern on slump exchange basis, with effect from closing hours of March 31, 2016 (‘Appointed Date’) (‘the Scheme’), was sanctioned by the Hon’ble High Court of Judicature at Patna, in terms of the judgments dated November 24, 2016 and order dated December 19, 2016. Consequent upon filing of the judgments/order passed by the Hon’ble High Court with the Registrar of Companies, Bihar, the Scheme became effective from December 31, 2016 (closing hours) (‘Effective Date’).

The financial impact of the Scheme was considered in financial statement for the year ended March 31, 2017 as summarized below:

a) HTDSL allotted its 85,87,896 Equity Shares of Rs, 10/each to the Company, which has been recorded as investment in HTDSL at a fair value of Rs, 7,450 lacs. Accordingly, the Company now holds 42.83% of equity share capital of HTDSL.

b) An amount of Rs, 7,727.37 lacs, being difference of purchase consideration (Rs, 7,450.00 lacs) and Book Value of Net Assets (Rs, 277.37 lacs (negative)) transferred to HTDSL, was recorded as Capital Reserve in the books of the Company. The Company has followed the applicable Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles as on the Appointed Date in accordance with the scheme approved by Hon’ble High Court. This is not similar to the accounting as per applicable Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued there under .However, this was in compliance with Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014 and other Generally Accepted Accounting Principles as applicable when the scheme was filed before with Hon’ble High Court and as on the Appointed Date i.e March 31, 2016.

c) The revenues earned and expenses incurred for the period i.e. from the Appointed Date to the Effective Date were transferred to HTDSL on the effective date. Therefore, the financial statements for the year ended March 31, 2017 do not include any revenue, expenses, assets and liabilities of MMCM Undertaking

However, the Statement of Profit and Loss for year ended March 31, 2016 included expenses relatable to MMCM Undertaking of '' 4270.00 lacs (net of tax '' 2,792.24 lacs). Accordingly, the Statement of Profit and Loss for year ended March 31, 2017 are not comparable with corresponding Statement of Profit and Loss for year of previous year ended March 31, 2016.

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. The Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

The following tables summaries the components of net benefit expense recognized in the Statement of Profit or Loss and the funded status and amounts recognized in the balance sheet for the respective plans:

Gratuity Plan

Changes in the defined benefit obligation and fair value of plan assets as at March 31, 2017 :

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Rs, NIL (March 31, 2016: Rs, NIL)

III. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below: Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs, 10 each per option.

Weighted average fair value of the options outstanding is Rs, 4.82 per option. Since no options have been exercised during the period, thus weighted average share price has not been disclosed.

The Company has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value

The employee compensation cost (accounting charge for the year) calculated using the intrinsic value of stock options is Rs, NIL (March 31, 2016: Rs, NIL)

NOTE 3 : COMMITMENTS AND CONTINGENCIES

(a) Leases

Operating lease commitments - Company as lessee

The company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

The company has paid Rs, 642.63 lacs (March 31, 2016: Rs, 968.83 lacs) during the year towards minimum lease payment and infrastructure charges and the same is disclosed as Rent under Note 26.

B. During the current year, the management has received several claims substantially from employees in UP, Jharkhand and Bihar who are either retired or separated from the Company regarding the benefits of Majithia Wage Board recommendations. However, all such claims/ recovery order(s) issued by ALC/ DLC office are generally either stayed by the respective Hon’ble High Court(s) or are pending before ALC/ DLC.

Based on management assessment and current status of the above matters, the management is confident that no provision is required in the financial statements as on March 31, 2017.

NOTE 4 : RELATED PARTY TRANSACTIONS

i) List of Related Parties and Relationships:-

Name of related parties where control exists whether HT Media Limited (Holding Company) fransacflons twe occ^ed oi- not The Hindustan Times Limited #

Earthstone Holding (Two) Limited ##

Fellow subsidiaries (with whom transactions have Firefly e-Ventures Limited

occured during the year) HT Mobile Solutions Limited

HT Overseas Pte. Ltd.

HT Learning Centers Limited

Associate/ Fellow subsidiary HT Digital Streams Limited (became Associate w.e.f December 31, 2016)

Joint Venture of group company India Education Services Private Limited

Entities which are post employment benefit plans (with HMVL Editorial Employees Gratuity Fund

whom transactions have occurred during the year) ~HMVL Non Editorial & Other Employees Gratuity Fund

Mr. Priyavrat Bhartia

Mr. Shamit Bhartia (appointed as MD of HMVL w.e.f February 4, 2017)

Mr. Ashwani Windlass ( Non-Executive Independent Director)

Key Management Personnel and their relatives (with

, , Mr. Piyush G Mankad ( Non-Executive Independent Director)

whom transactions have occurred during the year) ---¹-----

Mr. Shardul S. Shroff ( Non-Executive Independent Director)

Dr. Mukesh Aghi ( Non-Executive Independent Director)

Mr. Benoy Roychowdhury (Whole time Director)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL’s subsidiary HT Media Limited holds shares in the Company.

## Earthstone Holding (Two) Limited is the holding Company of The Hindustan Times Limited.

ii) Transactions with related parties

Refer Note 34 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. . This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

iv) Transactions with key management personnel

Refer Note 34 A

NOTE 5 : SEGMENT INFORMATION

The Company’s operations comprise of only one segment i.e. “Printing and Publishing of Newspaper”. The management also reviews and measure the operating results taking the whole business as one segment and accordingly make decision about the resources allocation. In view of the same separate segment information is not required to be given as per the requirement of Ind 108 on “Operating Segments”

The analysis of geographical segment is based on the geographical location of the customers. The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

NOTE 6 : HEDGING ACTIVITIES AND DERIVATIVES

Derivatives not designated as hedging instruments

The company uses foreign exchange forward contracts, to manage its foreign currency exposures. These contracts are not designated as cash flow hedges and are entered into for periods consistent with underlying transactions exposure with general tenure of 7 days to 60 months.

NOTE 7 : FAIR VALUES

Set out below, is a comparison by class of the carrying amounts and fair value of the company’s financial instruments:

The management assessed that cash and cash equivalents, trade receivables, trade payables, current borrowings other current financial assets and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- The Company has investment in quoted mutual funds being valued at Net Asset value.

-The Company invests in quoted equity shares valued at closing price of stock on recognized stock exchange.

- The Company enters into derivative financial instruments such as foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market Valuation provided by Bank for valuation of these derivative contracts.

- The loans and investment in bonds are evaluated by the company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counter party. Based on this evaluation, allowances are taken into account for the expected losses.

NOTE 8 A : FAIR VALUE HIERARCHY

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

-Level 1: Quoted prices for identical instruments in an active market;

-Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and -Level 3: Inputs which are not based on observable market data.

There were no significant changes in the classification and no significant movements between the fair value hierarchy classifications of assets and liabilities during FY 2016-17 and 2015-16.

The Company enters into derivative financial instruments such as foreign exchange forward contracts being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market provided by Bank for valuation of these derivative contracts.

NOTE 9 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the company’s operations and to support its operations. The company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The company also enters into foreign exchange derivative transactions.

The company is exposed to market risk, credit risk and liquidity risk. The company’s senior management oversees the mitigation of these risks. The company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the company’s policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarized below:-

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2017 and March 31, 2016.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of hedge designations in place at March 31, 2017.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2017 and March 31, 2016.

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’s exposure to the risk of changes in market interest rates relates primarily to the company’s current debt obligations with fixed interest rates.

The Company manages its interest rate risk for short term borrowings by majorly raising funds at a fixed rate and for long term borrowing by selectively using Interest rate swaps, coupon only swap and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management as and when required.

Interest rate sensitivity

Since the Company’s financial liabilities are usually under the fixed rate, the interest rate sensitivity is not disclosed. Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company’s exposure to the risk of changes in foreign exchange rates relates primarily to the company’s operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency etc.

The company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option contracts. These transactions generally relates to purchase of imported newsprint, investment & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the company negotiates the terms of those derivatives to match the terms of the underlying exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

Commodity price risk

The company is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase of newsprint and therefore require a continuous supply of newsprint. Due to the volatility of the price of the newsprint, the Company also entered into various purchase contracts.

The management of company has developed and enacted a risk management strategy regarding commodity price risk and its mitigation.

Commodity price sensitivity

The following table shows the effect of price changes in newsprint and ink:

Equity price risk

The company’s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the company’s senior management on a regular basis. The company’s Investment Commitee approves all equity investment decisions.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10A.

The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the company’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank overdrafts, Bank loans. Approximately 100% of the Company’s debt will mature in less than one year at March 31, 2017 (March 31, 2016: 100%, April 1, 2015: 100%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / bank limits for borrowing/ cash accrual from operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfil the collateral requirements for Borrowing. At March 31, 2017, March 31, 2016 and April 1, 2015, the invested values of the Investment in Mutual Funds pledged were Rs, 8,300.00 lacs, Rs, 7,800.00 lacs and Rs, 7,000.00 lacs, respectively. The counterparties have an obligation to return the securities to the company and the company has an obligation to repay the borrowing to the counterparties upon maturity/ due date / mutual agreement. There are no other significant terms and conditions associated with the use of collateral. Securities except pledge given against outstanding Bank facilities details is provided in borrowing note.

NOTE 10 : CAPITAL MANAGEMENT

For the purpose of the company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the company’s capital management is to maximize the shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The company monitors capital using a gearing ratio ,which is net debt divided by total capital and net debt. The company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2017 and March 31, 2016.

NOTE 11 : STANDARDS ISSUED BUT NOT YET EFFECTIVE

In March 2017, the Ministry of Corporate Affairs issued the company’s (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind-AS-7, ‘Statement of cash flows’ and Ind-AS 102, ‘Share- based payment’. These amendments are in accordance with the recent amendments made by International Accounting standards Board (IASB) to IAS 7, ‘Statement of cash flows’ and IFRS 2, ‘Share- based payment’ respectively. The amendments are applicable to the Company from April 1, 2017.

Amendment to Ind-AS 7:

The amendment to Ind-AS 7 required the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and noncash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the Balance Sheet for liabilities arising from financing activities, to meet the disclosure requirements. The effect on the financial statements is being evaluated by the Company.

Amendment to Ind-AS 102 :

The amendment to Ind-AS 102 provides specific guidance to measurement of cash settled awards, modification of cash settled awards and awards that include a net settlement feature in respect of withholding taxes.

It clarifies that the fair value of cash settled awards is determined on a basis consistent with that used for equity settled awards. Market based performance conditions and non- vesting conditions are reflected in the ‘fair values’, but non- market performance conditions and services vesting conditions are reflected in the estimate of the number of awards expected to vest. Also, the amendment clarifies that if the terms and conditions of a cash settled share based payment transaction are modified with the result that it becomes an equity settled share based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement. The effect on the financial statements is being evaluated by the Company.

NOTE 12 : CAPITALIZED EXPENDITURE

During the year, the company has capitalized the following expenses of revenue nature to the cost of fixed asset/capital work in progres (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the company.

NOTE 13 : SPECIFIED BANK NOTES (SBN’s)

Ministry of Corporate Affairs issued an amendment to Schedule III of the Companies Act, 2013, regarding general instructions for preparation of Balance Sheet, to disclose the details of Specified Bank Notes (SBN) held and transacted during the period November 8, 2016 to December 30, 2016.

Explanation: For the purposes of this clause, the term ‘Specified Bank Notes’(SBN) shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the November 8, 2016.

The aforesaid disclosures of SBN’s have been compiled basis the bank confirmations and compilation of pay in slips. NOTE 44 : DETAILS OF CSR EXPENDITURE

Pursuant to the applicability of CSR (Corporate Social Responsibility) provisions of the Companies Act, 2013 the Company has made the requisite expenditure towards CSR as per details below :

(a) Gross amount required to be spent by the Company during the year is '' 395.00 lacs (Previous Year '' 304.00 lacs).

* Included in Donations/ Contribution expenses ** Included in Advertisement and sales promotion expenses

NOTE 14: FIRST-TIME ADOPTION OF IND-AS

1 These financial statements, for the year ended March 31, 2017, are the first the company has prepared in accordance with Ind-AS. For periods up to and including the year ended March 31, 2016, the company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the company has prepared financial statements which comply with Ind-AS applicable for periods ending on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the company’s opening balance sheet was prepared as at April 1, 2015, the company’s date of transition to Ind-AS. This note explains the principal adjustments made by the company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31, 2016.

2 Exemptions and exceptions availed

Set out below are the applicable Ind-AS 101 optional exemptions and mandatory exceptions applied in the transition from Indian GAAP to Ind- AS.

A Ind-AS optional exemptions

I Deemed Cost

- The company has elected to regard the carrying value of Property, Plant & Equipment and intangible assets as per Indian GAAP as its deemed cost at the date of the transition to Ind-AS. This exemption is also used for intangible assets covered by Ind-AS 38.

II Leases

The company has applied the transitional provision in Appendix C of Ind-AS 17 Determining whether an arrangement contains a Lease and has assessed all arrangements based upon the conditions in place as at the date of transition.

III Fair value measurement of financial assets and liabilities

Under Indian GAAP the financial assets and liabilities were being carried at the transaction value.

First-time adopters may apply Ind-AS 109 to day one gain or loss provisions prospectively to transactions occurring on or after the date of transition to Ind-AS. Therefore, unless a first-time adopter elects to apply Ind-AS 109 retrospectively to day one gain or loss transaction, transactions that occurred prior to the date of transition to Ind-AS do not need to be retrospectively restated.

IV Embedded Derivatives

The company has evaluated all its agreements on the basis of conditions that existed at the later of the date it first became a party to the contract and the date of reassessment.

V Business combinations

The Company has used the exemption under Ind-AS 101 at the date of transition to Ind-AS i.e., carrying amounts of assets and liabilities, that are required to be recognized under Ind-AS, is their deemed cost at the date of acquisition. After the date of acquisition, measurement is in accordance with the respective Ind-AS. The Company recognizes all assets and liabilities assumed in a past business combination.

VI Share Based Payment Transactions

The Company has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested before the transition date. The Company has elected to avail this exemption and accordingly, vested options have been measured at intrinsic value .

B Ind-AS mandatory exemptions Estimates

a) The company’s estimates in accordance with Ind-AS at the date of transition to Ind-AS are consistent with estimates made for the same date in accordance with Indian GAAP (after adjustments to reflect any difference in accounting policies) apart from the following items where application of Indian GAAP did not require estimation :

- Impairment of financial assets based on expected credit loss model

The estimates used by the company to present these amounts in accordance with Ind-AS reflect conditions as at the transition date and as of March 31, 2016

b) Ind-AS 101 treats the information received after the date of transition to Ind-AS as non-adjusting events. The entity shall not reflect that new information in its opening Ind-AS Balance Sheet (unless the estimates need adjustment for any differences in accounting policies or there is objective evidence that the estimates were in error).

Footnotes to the reconciliation of equity as at April 1, 2015 and March 31, 2016 and profit or loss for the year ended March 31, 2016

1. Derivative instruments

The fair value of forward foreign exchange contracts is recognized under Ind-AS, and was not recognized under Indian GAAP. On the date of transition, impact of Rs, (-)20.09 lacs in opening retained earnings as at April 01, 2015 and Rs, (-)20.34 lacs on retained earnings as at March 31, 2016.

2. Proposed Dividend and tax thereon

Under Indian GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind-AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend of Rs, 1,060.01 lacs as at March 31, 2016 (April 1, 2015 - Rs, 1,060.01 lacs) included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

3. Remeasurements of post-employment benefit obligations

Both under Indian GAAP and Ind-AS, the Company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Thus the employee benefit cost is reduced by Rs, 194.75 lacs with a tax impact of Rs, 73.70 lacs and remeasurement gains/ losses on defined benefit plans has been recognized in the OCI net of tax.

4. Agent Commission Paid

Under Indian GAAP, service charges paid on advertisement revenue is deducted from revenue. As per Ind-AS, the same has to be shown under other expenses. Hence service charges amounting to Rs, 247.86 lacs has been reclassified as an expense for the year ended March 31, 2016.

5. Extended credit given

As per Ind-AS if there is a significant lag between when the goods or services are provided and the consideration is received the time value of money should also be taken into account. That is, deferred payments might indicate that there is both a sale and a financing transaction. If there is a financing element it is necessary to discount the consideration to present value in order to arrive at fair value. On the date of transition, impact of Rs, (-)8.34 lacs in opening retained earnings as at April 01, 2015 and Rs, (-)22.80 lacs on retained earnings as at March 31, 2016.

6. Fair value of security deposit

Under Indian GAAP all the security deposits given to the less or are recorded at transaction value. Ind-AS 109 requires financial assets which are classified as amortized cost to be initially measured at fair value and subsequently at amortized cost using the effective interest method (EIR).

7. Straight lining of lease escalation

Indian GAAP mandate straight lining of lease escalation in case of non cancellable leases. Ind-AS 17 does not mandate straight-lining of lease escalation, if they are in line with the expected general inflation compensating the lessor for expected inflationary cost. On the date of transition, impact of Rs, 5.67 lacs in opening retained earnings as at April 01, 2015 and Rs, 9.45 lacs on retained earnings as at March 31, 2016.

8. Circulation Revenue - Gift cost recluses

As per Ind-AS, the gift cost is grouped under deduction from revenue and hence is netted off from circulation revenue. In Indian GAAP the gift cost was accounted for as advertisement and sales promotion expenses. This has resulted in decrease in circulation revenue for year March 31, 2016 by Rs, (-) 267.87 lacs and also reduction in advertisement and sales promotion expenses by the same amount.

9. Cash discount received

As per Ind-AS 1, cash discount received on before time payments were netted off from respective expenses resulting in decrease in expenses by Rs, 9.4 lacs and correspondingly decrease in other income for financial year ended March 31, 2016.

10. Deferred tax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind-AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity. On the date of transition, the net impact on deferred tax liabilities is of Rs, 496.53 lacs (March 31, 2016: Rs, 813.40 lacs).

11. Fair Valuation of Equity Investments

Under the Indian GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and reliability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind-AS, these investments are required to be measured at fair value. On the date of transition, impact of Rs, (-) 29.16 lacs in opening retained earnings as at April 01, 2015 and Rs, (-) 3.34 lacs on retained earnings as at March 31, 2016.

12. Statement of cash flows

The transition from Indian GAAP to Ind-AS has not had a material impact on the statement of cash flows.

13. Other comprehensive income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit to profit as per Ind-AS. Further, Indian GAAP profit is reconciled to total comprehensive income as per Ind-AS.

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Mar 31, 2016

1. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are
governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The
said treatment is in accordance with the guiding principles enunciated in Accounting Standard -17on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic
environments with different risks and returns and hence, it has been considered as to be operating in a single geographical
segment.

2. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity
on departure at 15 days salary (last drawn salary) for each completed years of service. The Company has formed a Gratuity Trust
to which contribution is made based on actuarial valuation done by independent valuer.

The following table summarizes the components of net benefit expenses recognized in the statement of Profit and Loss and the
funded status and amount recognized in the Balance Sheet for respective plans:

3. LEASES

Rental expenses in respect of operating leases are recognized as an expense in the statement of Profit and Loss, on a
straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally
cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs. 972.06 Lacs (Previous Year Rs. 941.19 Lacs) and are disclosed as Rent under
Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs. 51.62 Lacs (Previous Year Rs. 28.89 Lacs)

- Later than one year but not later than five years is Rs. 205.54 Lacs (Previous Year Rs. 115.52 Lacs)

- Later than five years is Rs. 224.51 Lacs (Previous Year Rs. 160.12 Lacs)

4. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share- based Payments'',
which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation
benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company.
To have an understanding of the scheme, relevant disclosures are given below.

5. CSR EXPENDITURE

Pursuant to the applicability of CSR (Corporate Social Responsibility) provisions of the Companies Act, 2013, the Company has
made the requisite expenditure towards CSR as per details below:

a) Gross amount required to be spent by the Company during the year is Rs. 304 Lacs (Previous Year Rs. 240 Lacs)

6. DISCONTINUING OPERATIONS

The Board of Directors of the Company at its meetings held on October 26, 2015 and November 19, 2015, on the recommendation of
the Audit Committee, had approved the transfer and vesting of the Multi-media Content Management Undertaking of the Company
(''MMCM Undertaking'') to and in HT Digital Streams Limited (Transferee Company), a wholly-owned subsidiary of HT Media Limited
(holding company), as a ''going concern'' on a slump exchange basis by way of issue of fully-paid up equity shares of the
Transferee Company, to the Company.

The proposed transfer of the MMCM Undertaking to Transferee Company shall be in terms of a Scheme of Arrangement u/s 391-394 of
the Companies Act, 1956 ("Scheme"). During the year, BSE and NSE have given their '' No Objection'' to the Scheme as per Clause
24(f) of the erstwhile Listing Agreement. Further, pursuant to the order of the Hon''ble Patna High Court, meetings of Equity
Shareholders and Unsecured Creditors of the Company were convened, wherein, the Scheme was approved with requisite majority. The
petition seeking sanction of the Scheme has been filed by the Company with the Hon''ble Patna High Court, and same is pending for
hearing.

7. Previous Year''s figures have been regrouped /reclassified Wherever necessary to correspond with those of current year''s
classification.

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Mar 31, 2015

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL or the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

HT Media Limited ("Holding Company") holds 74.30% of Equity Share Capital of the Company. The Company is engaged in the business of publishing ''Hindustan'', a Hindi Daily, and two monthly Hindi magazines ''Nandan'' and ''Kadambani''.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material aspects with the Accounting Standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

3. Share capital

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March, 2015, the amount of per share dividend proposed as distribution to equity shareholders was Rs. 1.20 (Previous Year Rs. 1.20).

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

(b) Shares reserved for issue under options

For details of share reserved for issue under Employees Stock Option Plan (ESOP) of the Company, refer note 38.

4. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs. 26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs. 10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21,2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

b) Expenses aggregating to Rs. 1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs. 448.45 Lacs) have been written-off in an earlier year against the Securities Premium received from the Initial Public Offer of the equity shares of the Company.

5. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

6. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed years of service. The Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

7. Names of Related Parties

Name of related parties where control exists whether transactions have occurred or not

HT Media Limited (Holding Company)

The Hindustan Times Limited #

Earthstone Holding (Two) Limited ##

Fellow Subsidiaries (with whom transactions have occurred during the year)

Firefly e-Ventures Limited

HT Mobile Solutions Limited

HT Overseas Pte. Ltd.

HT Learning Centers Limited

Topmovies Entertainment Limited

Key Management Personnel and their relatives (with whom Benoy Roychowdhury (Whole time Director) transactions have occurred during the year)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL''s subsidiary HT Media Limited holds shares in the Company.

## Earthstone Holding (Two) Limited is the holding Company of The Hindustan Times Limited

8. Leases

Rental expenses in respect of operating leases are recognized as an expense in the statement of Profit and Loss, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs. 941.19 Lacs (Previous Year Rs. 908.96 Lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

* Not later than one year is Rs. 28.89 Lacs (Previous Year Rs. 28.88 Lacs);

* Later than one year but not later than five years is Rs. 115.52 Lacs (Previous Year Rs. 115.52 Lacs);

* Later than five years is Rs. 160.12 Lacs (Previous Year Rs. 189.00 Lacs).

9. Contingent Liability and other Commitment

a) Claims against company not acknowledged as debts

(Rs. in lacs)

Particulars As at As at 31 March 31 March 2015 2014

a) The Company has filed a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs. 73.37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs. 12.50 lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. 73.37 73.37

b) The Company has filed a petition before the Hon''ble Patna High Court against the demand of Rs. 10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress inthe matter during the year. 10.07 10.07

Based on management assessment and current status of the above matters, the management is confident that no provision is required in the financial statements as on March 31,2015

(b) Capital Commitment

(Rs. in lacs)

Particulars As at As at 31 March 31 March 2015 2014

Estimated amount of contracts remaining to be executed on capital account and not 2,112.52 418.88 provided for (net of capital advances)

10. Share Based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share-based Payments'', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs. 10/- each of the Company for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

II. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs. 10 each per option.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

11. CSR Expenditure:

Pursuant to the applicability of CSR (Corporate social responsibility) provisions of the Companies Act, 2013, the Company has made the requisite expenditure towards CSR as per details below:

a) Gross amount required to be spent by the Company during the year is Rs. 240 lacs

12. Previous Year''s figures have been regrouped /reclassed wherever necessary to correspond with those of current year''s classification.

---

Mar 31, 2014

1. a) The Company had fled a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs10 each were allotted for cash at a premium of Rs156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2014, against the balance of IPO funds of Rs523.03 Lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs326.20 Lacs (Previous Year Rs2,131.82 Lacs). The difference being a shortfall of Rs196.83 Lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs326.20 Lacs as on March 31, 2014 (Previous Year Rs2,131.82 Lacs), were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs448.45 Lacs) have been written-off in an earlier year against the Securities Premium received from the Initial Public Offer of the equity shares of the Company.

2. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard – 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

3. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a Defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

The following table summarizes the components of net benefit expenses recognized in the Statement of Profit and Loss and the Funded status and amount recognized in the Balance Sheet for respective plans:

Amount recognized in the Statement of Profit and Loss

The estimates of future salary increases, considered in actuarial valuation, take account of infation, seniority, promotion and other relevant factors on long term basis.

The disclosure of the amount required by paragraph 120 (n) of AS-15:

4. NAMES OF RELATED PARTIES

Name of related parties where control exists whether transactions have HT Media Limited (Holding Company) occurred or not. The Hindustan Times Limited (Ultimate Holding Company)#

Fellow Subsidiaries (whether transactions with them have occurred or not)

HT Music and Entertainment Company Limited

Firefy e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited (ceased to be a fellow subsidiary w.e.f. 30.09.2013)

HT Mobile Solutions Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centers Limited

HT Overseas Pte. Ltd.

HT Global Education

Ed World Private Limited (formerly Peacock Education

Services Private Ltd).

Ivy Talent India Private Limited

Topmovies Entertainment Limited (w.e.f. May 24, 2013)

Companies where common control exists by the ultimate parent company and the holding company. (whether transactions with them have occurred or not)

Paxton Trexim Private Limited India Education Service Private Limited MyParichay Services Private Limited Duke Commerce Limited

Key Management Personnel Benoy Roychowdhury (Whole time Director)

# The Hindustan Times Limited (HTL) does not hold any direct investment in the Company. However, HTL''s subsidiary HT Media Limited holds shares in the Company.

5. LEASES

Rental expenses in respect of operating leases are recognized as an expense in the Statement of Profit and Loss, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs908.96 Lacs (Previous Year Rs802.94 Lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs28.88 Lacs (Previous Year Rs6.73 Lacs);

- Later than one year but not later than five years is Rs115.52 Lacs (Previous Year Rs5.50 Lacs);

- Later than five years is Rs189.00 Lacs (Previous Year Rs91.77 Lacs).

6. CONTINGENT LIABILITY AND OTHER COMMITMENT

a) Claims against company not acknowledged as debts

(Rs in Lacs) Particulars As at As at 31 March 2014 31 March 2013

a) The Company has fled a petition before the Hon''ble Patna High Court against an initial claim for additional contribution of Rs73.37 Lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company Has furnished a bank guarantee 73.37 73.37 amounting to Rs12.50 Lacs to ESIC. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There isno further progress in the matter during the year.

b) The Company has fled a petition before the Hon''ble Patna High Court against the demand of Rs10.07 Lacs (including interest) 10.07 10.07 for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon''ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of "No Coercive Step shall be taken against HMVL" with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year.

Based on management assessment and current status of the above matters, the management is confdent that no provision is required in the financial statements as on March 31, 2014

7. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share-based Payments'', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies – Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs10/- each of the Company for the purpose of granting Options under the ''HT Group Companies –Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

As no stock options have been granted during the current year and Previous Year, the disclosures regarding estimated fair value are not provided.

C. Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it''s employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs0.01 Lacs (Previous Year Rs0.88 Lacs).

II. The Group company, Firefy e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefy e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs10 each per option.

B. Details of stock options existing during the year ended March 31, 2014 are as given below:

Weighted average fair value of the options outstanding is Rs4.82 per option. Since no options have been exercised during the period, thus weighted average share price has not been disclosed.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs0.36 Lacs (credit) (Previous Year Rs0.69 Lacs). However, these have not been charged back to the Company by the Group company, hence not accounted for by the Company.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent company) have become employees of the Company on continued service basis under HT ESOS –Plan A (Plan A), HT ESOS – Plan B (Plan B) and HT ESOS – Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent company which were granted to them during their employment with the parent company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

The details of exercise price for stock options outstanding at the end of the year ended March 31, 2014 are as below:

Options granted are exercisable for a period of 10 years after the scheduled vesting date of the last tranche of the Options as per the Scheme.

Weighted average fair value of the options outstanding is:

- Plan A – Rs53.03

- Plan C – Rs68.90

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs1.56 Lacs (credit) which will result into Profit of Rs1.56 Lacs (Previous Year gain of Rs4.58 Lacs).

Had the fair value method been used to account for these costs by the Company for various options granted to it''s employees under all the above schemes , the Profit would have been higher by Rs1.91 Lacs ( Previous Year higher by Rs3.01 Lacs) and adjusted and diluted EPS would have been Rs15.15 (Previous Year- Rs11.52)

8. In order to achieve minimum 25% public shareholding in the Company as set out in second proviso to Rule 19(2)(b)(ii) of the Securities Contracts (Regulations) Rules, 1957, during the current year, HT Media Limited (Promoter) sold 19,39,027 equity shares of the Company (2.64%) in the secondary market, by way of ''Offer for Sale of Shares through the Stock Exchange Mechanism''.

9. Previous Year''s figures have been regrouped/reclassed wherever necessary to correspond with those of current year''s classification.

---

Mar 31, 2013

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL or the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913 . Its shares are Listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

The Company is a 76.94% subsidiary of HT Media Limited ("Holding Company"). The Company is engaged in the business of publishing ''Hindustan'', a Hindi Daily, and two monthly Hindi magazines ''Nandan and Kadambani''.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material aspects with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and |harkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs.26,999.99 Lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs.10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2013, against the balance of IPO funds of Rs.2,328.65 Lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs.2,131.82 Lacs (Previous Year Rs.2,580.67 Lacs). The difference being a shortfall of Rs. 196.83 Lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs.2,131.82 Lacs as on 31 March, 2013 (Previous Year Rs.2,580.67 Lacs), were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs.1,596.82 Lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs.448.45 Lacs) have been written-off in an earlier year against the securities premium received from the Initial Public Offer of the equity shares of the Company.

4. SEGMENT INFORMATION

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on ''Segment Reporting''.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

5. GRATUITY (POST EMPLOYMENT BENEFIT PLAN)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the company has formed a Gratuity Trust to which the contributions are made based on actuarial valuation done by independent valuer.

The following table summarizes the components of net benefit expenses recognized in the statement of Profit and Loss and the Funded status and amount recognized in the Balance Sheet for respective plans:

6. NAMES OF RELATED PARTIES

Name of related parties where control exists whether transactions have occurred or not.

HT Media Limited (Holding Company)

The Hindustan Times Limited (Ultimate Holding Company)

Fellow Subsidiaries

(whether transactions with them have occurred or not)

HT Music and Entertainment Company Limited

Firefly e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centers Limited

HT Overseas Pte. Limited

HT Global Education

Ed World Private Limited, formerly Peacock Education Services Private Ltd. Ivy Talent India Private Limited (w.e.f. Nov 9, 2012)

Companies where common control exists by the ultimate parent company and the holding company.

(whether transactions with them have occurred or not)

Paxton Trexim Private Limited

India Education Services Private Limited

My Parichay Services Private Limited

Duke Commerce Limited

Key Management Personnel Benoy Roychowdhury (Whole time Director)

7. LEASES

Rental expenses in respect of operating Leases are recognized as an expense in the statement of Profit and Loss, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs.802.94 Lacs (Previous Year Rs.721.42 Lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs.6.73 Lacs (Previous Year Rs.14.78 Lacs);

- Later than one year but not later than five years is Rs.5.50 Lacs (Previous Year Rs.71.56 Lacs);

- Later than five years is Rs.91.77 Lacs (Previous Year Rs.89.41 Lacs).

8. Based on the information available with the Company, following a re the disclosures required under The Micro, Small and M edium Enterprises Development Act, 2006 (MSMED Act, 2006)

9. SHARE BASED COMPENSATION

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for ''Employees Share-based Payments'', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs.10/- each of the Company for the purpose of granting Options under the ''HT Group Companies -Employee Stock Option Rules'' ("HT ESOP"), to eligible employees of the group.

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it''s employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the fair value of stock options) and the employee compensation cost (calculated on the intrinsic value of the options) is Rs.0.88 Lacs (Previous Year Rs.9.54 Lacs).

II. The Group company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs.10 each per option.

10. Previous year''s figures have been regrouped/reclassed wherever necessary to correspond with those of current year''s classification.

---

Mar 31, 2012

1. Corporate Information

Hindustan Media Ventures Limited ("HMVL" or "the Company") is a Public Limited Company registered in India & incorporated under the provision of the Companies Act, 1913. Its shares are listed on Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

The Company is a 76.94% subsidiary of HT Media Limited ("Holding Company"). The Company is engaged in the business of publishing 'Hindustan', a Hindi Daily, and two monthly Hindi magazines 'Nandan and Kadambani'.

2. Basis of preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material aspects with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend proposed as distributions to equity shareholders was Rs.1.20 (previous year Rs.1).

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

b) Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of the equity shares issued by the Company, shares held by its holding company and subsidiary of holding company are as below:

3. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs.26,999.99 lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs.10 each were allotted for cash at a premium of Rs.156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

As on March 31, 2012, against the balance of IPO funds of Rs.2,777.49 lacs to be utilized as per Prospectus, the actual amount of unutilized IPO funds were Rs.2,580.67 lacs (Previous year Rs.7,000.83 lacs). The difference being a shortfall of Rs.196.83 lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs.2,580.67 lacs as on March 31, 2012, were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) As on March 31, 2011, expenses aggregating to Rs.1,596.82 lacs incurred by the Company in relation to said IPO activity (Share issue expenses) were accounted for as "Miscellaneous Expenditure (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs.448.45 lacs) have been written-off against the securities premium received from the Initial Public Offer of the equity shares of the Company.

4. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single business segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard - 17 on 'Segment Reporting'.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

5. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the parent company has formed a gratuity trust to which the contributions are made.

The following table summarizes the components of net benefit expenses recognized in the Statement of Profit and Loss and the Funded status and amount recognized in the Balance Sheet for respective plans:

6. Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual con- sent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs.721.42 lacs (Previous year Rs.695.99 lacs) and are disclosed as Rent under Note 25.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs.14.78 (Previous year Rs.0.84 lac);

- Later than one year but not later than five years is Rs.71.56 lacs (Previous year Rs.5.31 lacs);

- Later than five years is Rs.89.41 lacs (Previous year Rs.90.50 lacs).

7. Contingent Liability and other Commitment

a) Claims against Company not acknowledged as debts

(Rs.in lacs)

Particulars As at March As at March 31, 2012 31, 2010

a) The Company has filed a petition before the Hon'ble Patna 73.37 73.37 High Court against an initial claim for additional contribu- tion of Rs.73.37 lacs made by Employees State Insurance Cor- poration (ESIC) relating to the years 1989-90 to 1999-00.

The Company has furnished a bank guarantee amounting to Rs.12.50 lacs to ESIC and the Hon'ble High Court has stayed the matter. There is no further progress in the matter during last one year.

b) The Company has filed a petition before the Hon'ble Patna 10.07 10.07 High Court against the demand of Rs.10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon'ble Patna High Court has stayed the matter. There is no further progress in the matter during last one year.

There are few legal cases in relation to labor relations for which amount is not ascertainable at this point of time.

Based on management assessment and current status of the case, the management is confident that provision is not required to be provided for in the financial statement as on March 31, 2012

b) Bank guarantees issued by Company's bankers on behalf of a fellow subsidiary Nil (Previous year Rs.28.03 lacs)

8. Share-based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for 'Employees Share-based Payments', which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company. To have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to "HT Group Companies - Employee Stock Option Trust" which in turn has purchased Equity Shares of Rs.10/- each of the Company for the purpose of granting Options under the 'HT Group Companies -Employee Stock Option Rules' ("HT ESOP"), to eligible employees of the group.

C. Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of the Company at a fixed price within a specific period of time. The details of exercise price for stock options outstanding at the end of the year are as under:

Options granted are exercisable for a maximum period of 14 years after the scheduled vesting date as per the Scheme.

The Company has accounted for the charge under Intrinsic Value method relatable to options granted to it's employees under this scheme. Same is included in Employee benefit expenses.

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.9.54 lacs (Previous year Rs.7.24 lacs).

II. The Group Company, Firefly e-Ventures Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs.10 each per option

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs.4.11 lacs (Previous Year Rs.3.43 lacs). However, these have not been charged back to the Company by the Group Company, hence not accounted for by the Company.

III. Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the parent Company) have become employees of the Company on continued service basis under HT ESOS -Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of parent Company which were granted to them during their employment with the parent Company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

9. Previous year figures

Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification.

---

Mar 31, 2011

1. Pursuant to Business Purchase Agreement dated November 16, 2009, executed with HT Media Limited (the Parent Company), the Company during the previous year, with effect from December 1, 2009 purchased the Hindi Business undertaking comprising of "Hindustan" (Hindi news daily), "Nandan" & "Kadambini" (Hindi magazines) and its related facilities (the Hindi Business) from the Parent Company, on slump sale and going concern basis for a lump sum consideration of Rs. 14,318.27 lacs comprising net fixed assets (including Capital work in progress and capital advances) of Rs. 12,534.26 lacs and net working capital of Rs. 1,784.01 lacs. The acquisition cost of the individual fixed assets was recognised based on the valuation carried out by an independent expert. As a result, Capital Reserve of Rs. 237.91 lacs being difference between the aggregate value of assets as per valuation report and consideration towards the fixed assets paid by the Company, was recognized in the previous year.

Due to above, the results for the current year are not strictly comparable with results of preceding financial year

2. a) The Company had filed a Prospectus with Registrar of Companies, Bihar and Jharkhand on July 12, 2010, for an Initial Public Offering (IPO) of 16,265,060 shares aggregating to Rs. 26,999.99 lacs. The issue opened for subscription on July 5, 2010 and closed on July 7, 2010. Pursuant to this IPO, 16,265,060 equity shares of Rs. 10 each were allotted for cash at a premium of Rs. 156 per share. With effect from July 21, 2010 the shares were listed on National Stock Exchange and Bombay Stock Exchange.

b) Utilization of IPO funds:

The actual amount of unutilized IPO funds as on March 31, 2011 was Rs. 7,000.83 lacs. The difference being a shortfall of Rs. 196.83 lacs between proceeds of the issue and requirement of funds to be utilized for the objects of the IPO Issue, will be met through internal accruals.

Unutilized IPO funds of Rs. 7,000.83 lacs as on March 31, 2011, were temporarily invested in debt-based mutual funds, pending their use for the objects of the issue.

c) Expenses aggregating to Rs. 1,596.82 lacs incurred by the company in relation to said IPO activity (Share issue expenses) were accounted for as “Miscellaneous Expenditure" (to the extent not written off or adjusted)". These expenses (net of deferred taxes of Rs. 448.45 lacs) have been written-off against the securities premium received from the Initial Public Offer of the equity shares of the Company.

3. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicals. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in Accounting Standard – 17 on Segment Reporting.

The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical segment.

4. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. For employees other than those transferred to the Company on account of the business purchase, the scheme is funded with LIC in the form of a Group Gratuity policy, to which contributions is made based on actuarial valuation done by independent valuer. For the employees transferred to the Company on account of business purchase, the parent company has formed a gratuity trust to which the contributions are made.

The following table summarizes the components of net benefit expenses recognized in the Profit and Loss Account and the Funded status and amount recognized in the Balance Sheet for respective plans:

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to the improved stock market scenario.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors on long term basis.

The disclosure of the amount required by paragraph 120 (n) of AS-15 need not to be given as the Company has adopted the standard with effect from financial year 2008-2009.

5. Names of Related Parties

Name of related parties where control exists whether transactions HT Media Limited (Parent Company) have occurred or not The Hindustan Times Limited (Ultimate Parent Company)

Names of other related parties (whether transactions with them have occurred or not):

Fellow Subsidiaries (whether transactions with them have HT Music and Entertainment Company Limited occurred or not)

Firefly e-Ventures Limited

HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

HT Overseas Pte. Ltd.(w.e.f. September 20, 2010)

Shradhanjali Investment & Trading Co. Limited

HTL Investment and Trading Company Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go4i.com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

HT Learning Centres Limited

Group companies where common control exists (whether Paxton Trexim Private Limited transactions with them have occurred or not) Metropolitan Media Company Private Limited

Key Management Personnel Shri S.M.Agarwal (Whole-time Director) (from 01.04.2009 to 22.02.2010)

Shri Benoy Roychowdhury (Whole-time Director) (w.e.f 23.02.2010)

10. Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs. 695.99 lacs (Previous year Rs. 214.97 lacs) and are disclosed as Rent under schedule 19.

c) The future minimum lease payments under non-cancellable operating leases

- Not later than one year is Rs. 0.84 lac (Previous year Rs. 0.84 lac);

- Later than one year but not later than five years is Rs. 5.31 lacs (Previous year Rs. 5.07 lacs);

- Later than five years is Rs. 90.50 lacs (Previous year Rs. 91.59 lacs).

11. Contingent Liabilities not provided for

(a) Claim against company not acknowledged as debts:

(Rs. in lacs)

As at As at March 31, March 31, 2011 2010

The Company has filed a petition before the Honble 73.37 73.37 Patna High Court against an initial claim for additional contribution of Rs. 73.37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-2000. The Company has furnished a bank guarantee amounting to Rs. 12.50 lacs to ESIC and the Honble High Court has stayed the matter. There is no further progress in the matter during the year.

The Company has filed a petition before the Honble 10.07 10.07 Patna High Court against the demand of Rs. 10.07 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Honble Patna High Court has stayed the matter. There is no further progress in the matter during the year.

Total 83.44 83.44

There are few legal cases in relation to labor relations for which amount is not ascertainable at this point of time.

On the basis of current status of individual cases and as per legal opinion taken by the Company, discussions with the solicitors, etc. the Company believes that there is fair chance of decisions in its favour in respect of the above cases and hence no provision is considered necessary against the same.

(b) Bank guarrantees issued by Companys bankers on behalf of a fellow subsidiary Rs. 28.03 lacs (Previous year Nil)

19. Share Based Compensation

Disclosures in accordance with the Guidance Note on Accounting for Employee Share-based Payments

The Institute of Chartered Accountants of India has issued a Guidance Note on Accounting for Employees Share-based Payments, which is applicable to employee share based payment plans. The scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the Ultimate Parent Company, Parent Company and the Group Company and there is no cross charge to the Company for obligation towards expenses. Accordingly, the Company is of the opinion that there is no further accounting required. However, to have an understanding of the scheme, relevant disclosures are given below.

I. The Hindustan Times Limited (the Ultimate Parent Company) and HT Media Limited (the Parent Company) has given loan to “HT Group Companies – Employee Stock Option Trust" which in turn has purchased 37,338 Equity Shares of Rs. 10/- each of the Company for the purpose of granting Options under the HT Group Companies –Employee Stock Option Rules (“HT ESOP"), to eligible employees of the group. On these purchased shares, the trust has also received 238,964 shares out of the bonus shares issued by the Company on February 21, 2010.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of Firefly e-Ventures Limited at a fixed price within a specific period of time. The grant price (or strike price) for options granted during the financial year 2009-10 shall be Rs. 10 each per option

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs. 21.35 lacs (Previous year Rs. 2.30 lacs). However, these have not been charged back to the Company by the Group Company, hence not accounted for by the Company.

III.Pursuant to purchase of Hindi Business, certain employees of HT Media Limited (the Parent Company) have become employees of the Company on continued service basis under HT ESOS - Plan A (Plan A), HT ESOS - Plan B (Plan B) and HT ESOS - Plan C (Plan C). These employees continue to hold the Employee Stock Options (ESOPs) of Parent Company which were granted to them during their employment with the Parent Company.

A. Details of these plans are given below:

Employee Stock Options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time. Weighted average fair value of the options outstanding is:

-Plan A – Rs. 50.05

-Plan C – Rs. 68.90

Since no option has been exercised during the year, thus weighted average share price has not been disclosed.

The estimated fair value of each stock option granted on each date was made using the Black-Scholes option pricing model with the following assumptions:

Difference between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated on the fair value of the options) is Rs. 29.88 lacs (Previous year Rs. 26.48 lacs). However, these have not been charged back to the Company by the Parent Company, hence not accounted for by the Company.

20. Prior Period item in the previous year represents provision for gratuity liability relating to earlier years to the extent of Rs. 99.19 lacs which has been recognized in the FY 2009-10.

21. During the previous year, the Company has amended its Capital Clause of Memorandum of Association, detailed as below:- - Amendment vide resolution dated September 29, 2009

Authorized Equity Share Capital of Rs. 1,700 lacs divided into 170 lacs number of equity shares of Rs. 10 each was converted into two class of shares namely – Class A" 150 lacs Equity Shares of Rs. 10 each and “Class B" 20 lacs Equity Shares of Rs. 10 each with differential voting rights as to voting and/or dividend.

22. Previous Year Comparatives

Previous year figures have been regrouped/ rearranged wherever considered necessary.

---

Mar 31, 2010

1. Nature of operations

Hindustan Media Ventures Limited ("HMVL or the Company*) Is a 98 85% subsidiary of HT Media Limited (Parent Company) Till Novomber 30. 2009. it was engaged in was business of porting of newspapers on behalf of its parent company.

With effect from December 1. 2009. the Company has purchased the *Hindi Business Undertaking* comprising of Hindustan, the Hindi Daily, Nandan and Kadambani. Hindi magazines on a slump sale basis from its parent company.

2. Pursuant to Business Purchase Agreement dated November 16.2009. executed with HT Media Limited (the Parent Company), the Company has with effect from December 1. 2009 purchased the Hindi Business undertaking comprising of "Hindustan" (Hindi news daily), "Nandan" & "Kadambini" (Hindi magazines) and its related facilities (the Hindi Business) from the Parent Company, on slump sale and going concern basis for a lump sum consideration of Rs.14,316.27 lacs comprising net fixed assets of Rs.12.534.26 lacs and net working capital of Rs 1,784.01 lacs. The acquisition cost of the individual fixed assets has been recognised based on the valuation carried out by an independent expert Accordingly a capital reserve of Rs 237.91 lacs has been recognised, being difference between the aggregate value of assets as per valuation report and consideraton towards the fixed assets paid by the Company,

3. Segment Information

The Company is engaged in the business of Printing and Publication of Newspapers and Periodicats. The entire operations are governed by the same set of risk and returns, hence, the same has been considered as representing a single primary segment. The said treatment is in accordance with the guiding principles. enunciated in Accounting Standard - 17 on Segment Reporting.

The Company setts its products mostly within India witn insignificant export income and does not have any operations in economic environments with different risks and returns, hence, it has been considered as operating in a single geographical segment.

4. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan, Every employee who has completed five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each compiled year of service. For the employees of erstwhile HMVL the scheme is funded with LIC in the form of a Group Gratuty policy. to which contributions a made based on actuarial valuation done by independent valuer and for the employees transferred to HMVL on account of business purchase the parent company has formed a gratuity trust to which contributions were made.

Following table summarizes the components of net benefit expenses recognized in the Profit and Loss Account and the Funded status and amount recognized in the Balance Sneet tor respective plans:

5. Names of Related Parties

Name of related parties where control exists HT Media Limited (Parent Company) whether transactions have occurred or not The Hindustan Times Limited (Ultimate Parent Company)

Follow Subsidiaries HT Music and Entertainment Company Limited (whether transactions with them have occurred Firefly e-Ventures Limited or not) HT Digital Media Holdings Limited

HT Burda Media Limited

HT Mobile Solutions Limited

Shradhanjali investment & Trading Co. Limited

HTL Investment and Trading Company Limited

HT Interactive Media Properties Limited

Go4i.com (Mauritius) Limited

Go41com (India) Private Limited

HT Films Limited

White Tide Amusement Limited

HT Education Limited

(formerly Live Newscast Limited)

HT learning Centres Limited

Group companies where common control exists Paxion 7rexim Private Limited

(whether transactions with them have occurred or not TVML Limited

Metropolitan Media Company Private Limited

Duke Commerce Limited

Key Management Personnel Shri S. M. Agarwal (Whole-time Director) (from 1.04,2009 to 22.02.2010)

Shri Benoy Roychowdhury (Whole time Director) (from 23.02 2010)

6, Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (tor assets taken on Lease):

a) The Company has taken various residential, office and godown premises under operating tease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

b) Lease payments recognized for the year are Rs 214.97 lacs (Previous year Rs 5.07 lacs) and are disclosed as Rent under schedule 19.

c) The future minimum lease payments under non cancellable operating leases:

- Not later than one year is Rs. 26.89 lacs (Previous year Rs. Nil);

- Later than one year but not later than five years is Rs. 116.22 lacs (Previous year Rs. Nil):

- Later than five years is Rs. 336.90 lacs (Previous year Rs. Nil).

7. Contingent Liabilities not provided for

(Rs. in lacs)

As at As at

March 31, 2010 March 31. 2009

Claim against company not acknowledged as debts:

The Company has filed a petition before the Honble 73.37 73.37 Patna High Court against an initial claim for additional contribution of Rs.73 37 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs 12 50 lacs to ESIC and the Honble High Court has stayed the matter.

The Company has Media petition before the Honble 10.07 - Patna High Court against the demand of Rs 10. 07 lacs (Including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Honble Patna High Court has stayed the matter.

Total 83.44 73.37

There are few legal cases in relation to labour relations for which amount is not ascertainable at ft* point or time.

On the basis of current status of individual cases and as per legal opinion taken by the Company, discussions with the solicitors. etc. the Company believes that there is lair chance of decisions m lbs favour in respect of above cases and hence no provision is considered necessary against the same.

8. Prior period item represents prevision for gratuity liability relating to earlier years to the extent of Rs. 99.19 lacs (Previous year - Rs. Nil) which has been recognised during the currant year

9 Previous year comparatives

The figures of previous year were audited by a firm of Chartered Accountants other than S.R. Batiblo & Co.

Previous years figures have been regrouped / rearranged where necessary to conform to this year classification.

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Mar 31, 2009

1. During the year ended March 31,2005, the Company acquired the printing undertaking at New Delhi from its holding company namely The Hindustan Times Limited (HTL).The writ petition filed by the ex -workmen of HTL challenging the transfer of business was quashed by the Honble Delhi High Court on May 9,2006. Thereafter, the ex-workmen of HTL raised the industrial dispute before Delhi Government, who referred the dispute to Industrial Tribunal-I, Karkardooma Courts, New Delhi (Tribunal). During the course of the proceedings before Tribunal, the ex-workmen moved application for interim relief. The Tribunal vide its order dated March 8,2007, granted interim relief to the ex-workmen of HTL to the extent of 50% of last drawn wages from the date of such order till the disposal of the matter

However, HTL challenged the said order before Honble Delhi High Court in a Writ Petition, wherein the Honble Court modified the order of the Tribunal to the extent that the amount equivalent to 50% so received by ex-workmen will be set off against their retrenchment compensation (not encashed by the above ex-workmen till date), in the event of HTL succeeding in the writ petition. The Honble Court further clarified that payment will be made only from date of the High Court order (i.e. March 23,2007) till the disposal of writ petition and it further stayed the order and proceedings pending before the Tribunal.

The said writ stands disposed of by Delhi High Court vide order dated 16.01.2009 by holding that it was agreed between the parties to make the payment to ex-workmen till the amount of their Retrenchment Compensation is exhausted. The stay on the proceedings before the Industrial Tribunal was also vacated by High Court and accordingly proceedings before the Industrial Tribunal has re-started.

2. Segment Information

Identification of Segments: Primary Segment

Business Segment

The Company is presently engaged in the business of Printing and Publication of Newspapers & Periodicals and in the business of radio broadcast and all other related activities through its Radio channels operating under brand name Fever 104 in India. Accordingly the Company has organised its operations into two major businesses: "Printing and Publishing of Newspapers and Periodicals" and "Radio Broadcast".

Secondary Segment

Geographical Segments

The Companys operations are mostly within India and do not have operations in economic environments with different risks and returns. Hence, it is considered operating in single geographical segment.

3. Merger of Radio business

The Board of Directors of the Company at its meeting held on November 28,2008 approved a Scheme of Arrangement and Restructuring u/s 391 -394 read with Sections 100-104 of the Companies Act, 1956 between the HT Music and Entertainment Company Limited ("Demerged Company") and the Company ("Resulting Company") (hereinafter referred to as "the Scheme").

The Scheme, inter-alia, provides for the following:

[A] Upon the Scheme coming into effect and with effect from Appointed Date-1 i.e. 30th September, 2008 (closing business hours).

I. Reduction of equity share capital of the Demerged Company, by reducing face value of equity shares from Rs. 10 to Re.1 by cancelling Rs.9 per equity share.

II. Reduction of preference share capital of the Demerged Company, by reducing face value of preference shares from Rs.100 to Rs.62 by cancelling Rs.38 per preference share.

III. The loss of Rs. 70,50,00,000 on reduction of paid-up value of Equity and Preference Share Capital in Demerged Company held by Resulting Company as contemplated in AI & AII above shall be adjusted against Securities Premium Account.

[B] Upon the Scheme coming into effect and with effect from Appointed Date-2 i.e. 1s January, 2009 (opening business hours):

I. Demerger of Radio Business of the Demerged Company and transfer and vesting thereof, as a going concern into the Company.

II. Reduction of issued, subscribed and paid up equity share capital of HT Music by Rs. 1,00,00,000 proportionately amongst the equity shareholders from Rs.2,00,00,000 divided into 2,00,00,000 equity shares of Re.1 each to Rs.1,00,00,000 divided into 1,00,00,000 equity shares of Re.1 each.

III. Cancellation of the entire issued, subscribed and paid-up Preference Share Capital of Rs.93,00,00,000.

IV. The loss of Rs.94,00,00,000 on reduction of paid-up value of Equity and Preference Share Capital in Demerged Company held by HT Media as contemplated in BII & B III above shall be adjusted against Securities Premium Account.

The Equity Shareholders, Secured and Unsecured Creditors of the Company, at their respective meetings held on 28th January, 2009 in terms of the Order made on 19th December, 2008 by the Honble Delhi High Court, approved the Scheme. Thereafter, the Scheme was sanctioned by the Honble Delhi High Court in terms of the Order passed on 19th March, 2009. Consequent upon approval of the Ministry of Information and Broadcasting for demerger of Radio Business of the Demerged Company and transfer and vesting thereof into the Company (as provided in the Scheme) vide its order no.212/ 30(11 )/2006-FM dated 15,h May,2009, the Scheme came into effect from 1st January, 2009.

In accordance with the provision of the Scheme outlined in Para A above, the loss of Rs. 70,50,00,000 on reduction of paid-up value of Equity and Preference Share Capital in Demerged Company held by the Company, has been adjusted against Securities Premium Account.

The loss on reduction of paid-up value of Equity Share Capital and Preference Share Capital of the Demerged Company held by the Company mentioned in Para B above, has also been adjusted against Securities Premium Account.

The application and reduction of the Securities Premium Account in two tranches as mentioned above, has been effected in terms of the Scheme and in accordance with the provisions of Sections 100 to 104 of the Companies Act, 1956, and as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital, the provisions of Section 101 of the Companies Act, 1956 are not applicable, However, the Order of the Honble Court sanctioning the Scheme is deemed to be an Order under Section 102 of the Companies Act, 1956 confirming reduction of capita/.

In terms of the Scheme of Arrangement and Demerger, 7,69,230 Equity Shares of Rs.2 each of the Company shall be allotted to the external shareholders of the Demerged Company against consideration of Radio business of the Demerged Company.

The assets and liabilities, rights and obligation of Radio business of the Demerged Company have been vested with the Company w.e.f. Jan 1,2009. The Scheme has, accordingly, been given effect to in these accounts. The amalgamation has been accounted for under the "Pooling of Interests Method" as per Scheme of Amalgamation. Accordingly, the assets and liabilities of the Radio business as at Jan 1,2009 have been taken over at cost.

The provision for tax for the current year has been computed after adjusting the carried forward business loss of Rs. . 12,378.28 lacs of the demerged undertaking.

One Time Entry Fees paid for acquiring licences for Radio business paid by the Demerged Company in earlier years is capitalized and amortized on straight line basis. The same shall be amortized against the credit balance of securities premium account over the useful life of the said licences or their unexpired period (whichever is lower) from date of Merger of Radio business as per the approved Scheme. Consequently amount of Rs.188.73 lacs has been debited to the Securities Premium Account in the current year.

9. The Company has till date, invested in Firefly e-Ventures Limited through its wholly owned subsidiary company HT Digital Media Holdings Limited (formerly Hindustan Media Limited), Rs. 5,500 lacs by way of Equity Share Capital. Firefly is engaged in the internet related business like Jobs, Social networking etc.

The aforesaid company has been presently incurring losses. The accumulated losses as at March 31,2009 are Rs.4,127.43 lacs. The Company, however, is of the view that the nature of business of the said company being such, the losses were expected in the initial years and the said company based on future projections prepared for next five years expects to generate sufficient income which will enable it to offset the entire amount of accumulated losses incurred upto date. In view of this on impairment vision is this investment

4. As approved by the shareholders at their Extra-ordinary General Meeting held on October 21,2005, during an earlier year, the Company has given interest-free loan of Rs. 2,174.28 lacs to HT Media Employee Welfare Trust which in turn purchased 4,68,044 Equity Shares of Rs. 10/- each of HT Media Limited (as on date equivalent to 23,40,220 Equity Shares of Rs. 21- each) from the open market [average cost per share - Rs. 92.91 based on Equity Share of Rs. 21- each], for the purpose of granting Options under the HTML Employee Stock Option Scheme (the Scheme), to eligible employees.

During the financial year 2007-08, the Scheme was modified to the effect - (a) Options granted w.e.f. September 15, 2007 shall vest as per previous revised schedule of vesting period; and (b) to extend the coverage of the Scheme to the eligible full-time employees of the subsidiary company.

The Options granted under the Scheme shall vest as per two Schedules of vesting period which are hereinafter referred to as Plan A and Plan B (applicable to Options granted w.e.f. September 15,2007). Options granted under both the plans are exercisable for a period of 10 years after the scheduled vesting date of the last tranche of the Options as per the Scheme.

5. In terms of the Scheme of Arrangement and Demerger under Sections 391 -394 of the Companies Act, 1956 between the Company and Go4i.com (India) Private Limited (Go4i.com) and their respective shareholders and creditors effective July 1, 2006 (Appointed Date), the Company has, during the year allotted 22,600 Equity Shares of Rs.2/- each to the shareholders of Go4i.com on July 21,2008.

6. Gratuity (Post Employment Benefit plan)

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. The Company has formed a Gratuity Trust to which contribution is made based on actuarial valuation done by independent valuer.

The following table summarize the components of net benefit expenses recognized in the Profit and Loss Account and the Funded status and amount recognized in the Balance Sheet for respective plans:

7. Names of Related Parties

Parties having direct or indirect control over the Company (Holding Company)

The Hindustan Times Limited

Subsidiaries

Hindustan Media Ventures Limited (formerly known as

Searchlight Publishing House Limited)

HT Music and Entertainment Company Limited.

Firefly e- Ventures Limited

HT Digital Media Holdings Limited ( formerly known as

Hindustan Media Limited)

HT Burda Media Limited (w.e.f. 22.07.2008)

HT Mobile Solutions Limited (w.e.f. 19.02.2009)

Group companies where common control exists (Fellow Subsidiaries) and where transactions have taken place during the year

Go4i.com (India) Private Limited Paxton Trexim Private Limited

Joint Venture

Metropolitan Media Company Private Limited

Key Management Personnel

Smt. Shobhana Bhartia (Chairperson & Editorial Director), Mr. Shamit Bhartia (Whole time Director) Mr. Priyavrat Bhartia (Whole time Director)

Relatives of key management personnel

Late Dr. K.K.Birla (upto 30th August, 2008)

Enterprises owned or significantly influenced by Key Management Personnel or their relatives and where transactions have taken place during the year

The Hindustan Times Limited

HT Music and Entertainment Company Limited

Firefly e- Ventures Limited

8. Leases

Rental expenses in respect of operating leases are recognized as an expense in the Profit and Loss Account, on a straight-line basis over the lease term.

Operating Lease (for assets taken on Lease)

(a) The Company has taken various residential, office and godown premises under operating lease agreements. These are generally cancellable leases and are renewable by mutual consent on mutually agreed terms with or without rental escalations.

(b) Lease payments recognized for the year are Rs. 2,227.36 lacs (Previous year Rs. 1,516.94 lacs) and are disclosed as Rent under schedule 18.

(c) The future minimum lease payments under non-cancellable operating leases

• Not later than one year is Rs. 998.84 lacs (Previous year Rs. 421.51 lacs);

• Later than one year but not later than five years is Rs. 2,411.25 lacs (Previous year Rs. 1188.81 lacs);

• Later than five years is Rs. 1921.76 lacs (Previous year Rs. 227.14 lacs).

(d) Sub- lease Income recognized in Profit and Loss account for the year are Rs. 53 lacs.(Previous year Rs. Nil)

9. Exceptional Items:

(a) Provision of Rs 852.50 lacs towards diminution in Long Terms Investments, as estimated by management based on valuation done by independent valuer.

(b) Provision of Rs 276.50 lacs towards diminution in value of advances paid for purchase of properties, as estimated by management based on quotations from independent property consultants.

(c) One time and non-recurring expenditure of Rs 752.51 lacs towards consultancy charges paid for drawing up strategic plan(s) for new areas of business.

10. Previous Year comparatives

Previous years figures have been regrouped / recasted where necessary to conform to this years classification.