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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of New Delhi Television Ltd.

Mar 31, 2025

B. Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company in proportion of the number of equity shares held.

Note (a):

Loan of '' 773.99 million (March 31, 2024: '' Nil million) taken from Axis Bank, secured by a Corporate Guarantee from Ultimate Holding Company and hypothecated by its current assets and moveable properties. The loans has been availed at an interest rate of (MCLR 0.55) repayable in 20 quarterly installment starting from March 2026 to December 2030.

Note (b):

Loan of '' 2,411.47 million (March 31, 2024: '' 1,031.05) taken from NDTV Convergence and Adani Enterprises Limited, a subsidiary of the Company and Ultimate Holding respectively, at an interest rate of 8.5% (March 31, 2024: 9.80% and 8.5% respectively). Loan will be due for repayment on March 31, 2029.

Note (c):

Loan of '' 261.88 million (March 31, 2024: '' 117.88 million) taken from NDTV Worldwide Limited, NDTV Media Limited and NDTV Networks Limited, subsidiaries of the Company, at an interest rate of 8.5% per annum (March 31, 2024: 9.8%). These loans are repayable on demand.

Note (d):

Working Capital of '' 150 million (March 31, 2024: Nil ) taken from Axis Bank, secured by a Corporate Guarantee from Ultimate Holding Company and hypothecated by its current assets and moveable properties. The working capital has been availed at an interest rate of (MCLR 0.55) and repayable on demand.

Trade payable balances includes unbilled dues of '' 325.97 million.

# Note:

Disclosures in relation to Micro and Small enterprises âSuppliers" as defined in Micro, Small and Medium Enterprises Development Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum Number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year end has been made based on information received and available with the Company.

Information about major customers:

One customer represents 10% or more of the Company''s total revenue during the year ended March 31, 2025 and no customer represents 10% or more during previous year March 31, 2024.

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the broad time band for the expected time to recognize those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognised corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts.

The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is '' 273.43 million (previous year '' 343.63 million) out of which 100% is expected to be recognised as revenue in the next year.

Note 29: Capital management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.

The Company monitors capital using a ratio of "Net Debtâ to "Total Equityâ. For this purpose, Net Debt is defined as total borrowings less cash and cash equivalents. Total equity comprises of equity share capital and other equity. During the financial year ended March 31, 2025, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

borrowings, interest accrued on borrowings, payable to suppliers, trade payables, payable to employees and other financial asset and liabilities approximates the fair values due to their short-term nature.

The financial assets carried at fair value by the Company are mainly investments in publicly traded equity shares. Accordingly, any material volatility is not expected. The fair value of these assets is marked to an active market.

Financial assets carried at amortised cost is in the form of cash and cash equivalents, bank deposits and earmarked balances with banks. The cash and cash equivalents are held with bank and financial institution counterparties.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There has been no transfers between Level 1, Level 2 and Level 3 for the years ended March 31, 2025 and March 31,2024.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk;

â¢ Liquidity risk;

â¢ Market Risk - Foreign currency;

â¢ Market Risk - Interest rate;

(i) Risk management framework

The Company''s key management has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company to set appropriate risks limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which employees understand their roles and obligations.

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks.

Credit risk on cash and cash equivalents and bank deposits is limited as the Company generally deals with banks with high credit ratings assigned by domestic credit rating agencies. Investments primarily include investment in subsidiaries, joint venture and associates. The loans primarily represents interest free security deposits refundable on the completion of the term as per the contract. The credit risk associated with such deposits is relatively low.

The Company based upon past trends determine an impairment allowance for loss on receivables.

Trade receivables as at year end includes '' 373.76 million (March 31, 2024: '' 191.98 million) as amount recoverable from related parties and '' 1,041.48 million (March 31, 2024: '' 1,078.73 million) recoverable from others.

The Company believes that amount receivable from related parties is collectible in full, based on historical payment behaviour and hence no loss allowance has been recognized on the same. The Company based upon past trends determine an impairment allowance for loss on receivables from others.

The impairment provisions for financial assets disclosed above 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 the Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to manage liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company aims to maintain the level of its cash and cash equivalents and other highly marketable equity investments at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next six months. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.

(a) Interest rate risk

Interest rate risk is the risk that the 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 borrowings with floating interest rates.

Exposure to interest rate risk

The Company''s interest rate risk arises majorly from borrowings carrying floating rate of interest. These borrowings exposes the Company to cash flow interest rate risk. The exposure of the Company''s borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:

The analysis is prepared assuming the amount of the borrowings outstanding at the end of the year was outstanding for the whole year.

(b) Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency (INR) and other currencies (GBP and USD) from the Company''s operating, investing and financing activities.

(iv) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Note 34: Contingent liabilities and commitments

1. Contingent liabilities

(1) The Company had filed a suit for recovery of '' 66.86 million being the principal debt together with interest thereon against Doordarshan (DD) in the High Court of Delhi in February 1998 for various programmes produced and aired between 1994 and 1996. In its rejoinder, DD has admitted debts of '' 35.61 million only but has disputed the balance claim of '' 31.2 million and interest claimed. On the contrary, DD has claimed '' 82.56 million - '' 55.49 million towards telecast fee etc. against various programmes and '' 27.07 million as interest thereon, which has not been accepted by the Company.

The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

(2) Bank guarantees issued for '' 80.10 million (March 31, 2024: '' 100.10 million). These have been issued in the ordinary course of business and no liabilities are expected.

(3) The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/ law suits. The Company has been advised that there is no merit in the case/demand.

(4) A final assessment order dated February 21, 2014, was passed by the Assessing Officer ("AOâ) under Section 144 read with Section 144C(13) of the Income Tax Act, 1961, whereby the income of New Delhi Television Limited ("the Companyâ) for Assessment Year 2009-10 was assessed at 8,383.3 million as against the returned loss of 648.3 million. The said order was challenged in appeal before the Income Tax Appellate Tribunal ("ITATâ), New Delhi, both by the Company and the Income Tax Department. The ITAT, vide consolidated order dated July 14, 2017, granted partial relief to

the Company and, inter alia, remanded certain issues to the appropriate authorities for fresh adjudication. Appeals against the ITAT order filed by both the Company and the Department are currently pending.

Pursuant to the said order of the ITAT, the AO in separate proceedings passed a partial appeal effect order dated July 26, 2017, under Sections 254 and 144C(13) of the Income Tax Act, raising a demand of 4289.3 million. The Company filed a Writ Petition before the Delhi High Court challenging the said order. The Delhi High Court, vide order dated August 1, 2017, granted ad-interim stay on the demand and directed that no coercive steps be taken for recovery. The above petition is pending for final adjudication.

I n the set-aside proceedings on the remanded issues, the AO issued a draft appeal effect order dated December 27, 2019, under Sections 254 and 144C of the Income Tax Act, proposing to assess the income of the Company at 5,788.3 million. The Company filed objections before the Dispute Resolution Panel ("DRPâ), which were rejected vide order dated January 29, 2021. The Company filed a Writ Petition before the Delhi High Court challenging the DRP order dated January 29, 2021, contending that the draft assessment order dated December 27, 2019, was barred by limitation under Section 153 of the Income Tax Act, 1961. During the pendency of the Writ Petition, the AO passed a final assessment order dated March 30, 2021, under Sections 144C and 254 of the Act, reiterating the proposed income of 5,788.3 million against the returned loss of 648.3 million. However, in view of the interim relief granted by the Delhi High Court, no effect was given to the said order. The Delhi High Court, vide judgment dated May 20, 2024, allowed the Writ Petition and held that the AO was barred in law from passing any further final assessment order for AY 2009-10. The Court further directed that the Company shall be entitled to all consequential reliefs.

(5) In January 2018, the Company has received a demand amounting to '' 4,368.00 million being penalty on income tax demand imposed at the rate of 200% by the income tax department

on the addition confirmed by the ITAT under Section 69A of the Income tax Act, 1961. The Company has filed an appeal against the said order before CIT (A) and also filed a stay application before the assessing officer. CIT in its order directed the Company to pay a sum of '' 1,080.40 million in three instalments. The Company has filed a writ petition in Delhi High Court against the said order. The matter had posted in regular list, which will come for hearing in due course. Also the Hon''ble High Court stayed the demand till the disposal of writ petition. More likely than not it would be decided in favour of the Company.

(6) In March 2016, the Company received a demand for income tax of '' 472.67 million, based on a reassessment order for the assessment year 2007-08, which was further enhanced in September 2016 by '' 127.15 million on account of a mistake in the computation of tax on total income. The Company has filed an appeal against the order before CIT (Appeals). Further the demand to the extent of '' 374.59 million has been adjusted against the refunds due to the company and the remaining demand has been stayed by assessing officer till June 30, 2025 or passing of order by CIT(A), whichever is earlier.

(7) In March 2016, the Company received a demand of '' 93.74 million on account of penalty on income tax imposed by the Income Tax department for the assessment year 2008-09. The Company has filed an appeal against the order with CIT(Appeals). Further the demand has been adjusted from the refunds due to the Company. In view of the favourable order of Hon''ble ITAT dated June 16, 2020, the amounts on which penalty was levied stands deleted or set aside to AO/TPO, consequently the demand is liable to be substantially reduced.

(8) The Company filed an appeal before the Delhi High Court challenging the order dated June 16, 2020, passed by the Income Tax Appellate Tribunal ("ITATâ), whereby the issue of transfer pricing adjustment on account of an alleged corporate guarantee issued by the Company to enable its erstwhile subsidiary, NDTV Networks PLC ("NNPLCâ), to raise overseas funds was restored to the file of

the Assessing Officer ("AOâ) / Transfer Pricing Officer ("TPOâ) for Assessment Year 200809. The Delhi High Court, vide order dated January 11, 2022, permitted the TPO to proceed with the remand proceedings but directed the AO not to pass any final assessment order. Pursuant thereto, the TPO passed an order dated January 28, 2023, under Section 92CA(3) read with Section 254 of the Income Tax Act, 1961, making a transfer pricing adjustment of '' 62.71 million. Based on the TPO''s findings, the AO issued a draft assessment order dated March 29, 2023, under Sections 143(3), 144C, and 254 of the Income Tax Act, proposing to assess the total income of the Company at '' 57.39 million. The Delhi High Court, vide judgment dated January 29, 2025, disposed of the Income Tax Appeal filed by the Company and directed the AO to determine whether the undertaking issued by the Company constituted an international transaction within the meaning of Section 92B of the Income-tax Act, 1961, after affording an opportunity of personal hearing to the Company. Accordingly, the draft assessment order and the transfer pricing order passed pursuant to the ITAT''s remand have been set aside. The matter remains pending for adjudication before the AO as on March 31, 2025.

(9) During the earlier years, the Directorate of Enforcement ("ED") issued a show cause notice ("SCN") to the Company alleging certain contraventions under the Foreign Exchange Management Act, 1999 ("FEMAâ). These contraventions are procedural/ technical and some are substantive in nature. The Company believes, based on advice of Company''s legal counsel and various responses of the Company to the SCN that the said alleged substantive contraventions in the SCN are not legally tenable. Accordingly, the Company based on a legal opinion, has not made any provision against these alleged contraventions. However, based on the advice from Company''s legal counsel, Company has provided an estimated amount of liability amounting to '' 40 million for alleged technical/ procedural contraventions which has been disclosed as an exceptional item in the earlier years. The Company is in the process of filing

a compounding application with the Reserve Bank of India (RBI) in respect of alleged technical/procedural contravention. In respect of the contraventions which are substantive in nature, it is unlikely that any penalty may be imposed on the Company.

(10) In November 2015, the Directorate of Enforcement ("EDâ) issued a show cause notice ("SCNâ) to the Company, its two executive Directors, then Executive Vice Chairperson (erstwhile executive Director, who passed away on November 20, 2017) and NDTV Studios Limited, (an erstwhile subsidiary of the Company since merged with the Company) alleging contraventions under the provisions of Foreign Exchange Management Act, 1999 ("FEMAâ).

Although the Company believed that there were no contraventions under FEMA warranting any compounding, nevertheless, with a view to avert negative publicity and to ensure the best interests of its shareholders and stakeholders, the Company took a decision to seek compounding of the alleged contraventions from Reserve Bank of India ("RBIâ). Based on advice of Company''s advocates and various responses of the Company to the SCN, the Company with the approval of its Board of Directors had filed compounding application(s) with the RBI and has provided an estimated amount of liability amounting to '' 74 million which has been disclosed as an exceptional item in earlier years. The said compounding application(s) were, however, returned by the RBI with an advice to the Company to approach RBI''s Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter.

In the meanwhile, ED had issued a notice initiating the adjudication proceedings in the matter referred to in the SCN. The Company had thereafter filed a Writ petition before the Hon''ble Bombay High Court (the "High Courtâ) against RBI and ED challenging return of the said compounding application(s) by RBI.

The High Court vide judgment dated June 26, 2018 directed RBI to render necessary guidance to NDTV in the matter of compounding of

the alleged contraventions under FEMA and consider NDTV''s compounding applications. Pursuant to the said judgment, NDTV re-filed the compounding applications. During the pendency of the compounding applications, ED filed a special leave petition before the Supreme Court of India challenging the judgment dated June 26, 2018, which has been dismissed by the Supreme Court vide order dated August 12, 2024. Accordingly, the compounding applications filed by NDTV shall be considered by RBI in accordance with law.

(11) In June 2019, the Company received an order under Section 271AA of the Income Tax Act for A.Y.2015-16, wherein the Income Tax department has imposed a penalty of '' 6.32 million for failure to keep and maintain information and documents in respect of certain specified domestic transactions as required by sub-section (1) or subsection (2)) of Section 92D. The Company has filed an appeal in July 2019 before CIT(A) against the said order which is pending for disposal. The demand raised has been adjusted with the refunds due to the Company.

(12) The Company has received a Notice of Demand ("Noticeâ) dated November 22, 2019, issued by SEBI whereby, the Company has been directed to pay a sum of '' 30.7 million along with further interest, all costs, charges and expenses, within 15 (fifteen) days of the receipt of the notice, failing which the recovery shall be made in accordance with the provisions of applicable laws. The said notice of demand has been issued by SEBI for recovery of penalty of '' 20 million for alleged non disclosure of '' 4,500 million of tax demand raised by Income Tax Department on 21 February 2014. The Company has been advised that in view of the Judgment dated September 4, 2019 passed by the Bombay High Court, the adjudication in respect of said penalty of '' 20 million has been invalidated and consequently the said Notice is untenable in law. SEBI has filed a Special Leave Petition before the Supreme Court challenging the Judgment dated September 4, 2019 passed by the Bombay High Court. The next date of hearing is yet to be notified. The Company

has been advised that there is no merit in the case/demand.

(13) In September 2018, the Company received a demand amounting to '' 0.39 million being penalty imposed by the Income Tax department under section 27(1)(c) of the Income Tax Act for A.Y.2007-08. Against the said order, in October 2018, the Company filed an appeal before CIT(A) which is pending for disposal. The demand raised has been adjusted with the refunds due to the Company.

(14) In May 2012, NDTV Studios Limited (merged with NDTV w.e.f. December 17, 2010) had received a demand for income tax, amounting to '' 2.18 million for assessment year 2009-10. In August 2022, the Company received an order from ITAT wherein ITAT dismissed the appeal of the Company. The Company has already deposited an amount of '' 1 million under protest. The Company is in the process of paying the remaining amount. Provision for demand has been made in the books of accounts. In respect of the contraventions which are substantive in nature, it is unlikely that any penalty may be imposed on the Company.

(15) In March 2016, the Company received a demand amounting to '' 2.90 million for AY 2012-13. In April 2016, the Company filed an appeal before CIT(A) against the said order which is pending for disposal. The demand including interest amounting to '' 3.10 million has been adjusted with the refunds due to the Company.

(16) On July 3, 2018, the Company received an order under Section 271G of the Income Tax Act dated June 25, 2018 for A.Y.2014-15, wherein the Income Tax department has imposed a penalty of '' 6.99 million by alleging that the Company failed to furnish information/document as required by sub section 3 of Section 92D, in respect of Specified Domestic Transactions entered by the Company. Against the said order, in July 2018, the Company filed an appeal before CIT(A) which is pending for disposal. More likely it will be decided in favour of the Company.

(17) On July 3, 2018, the Company received an order under Section 271BA of the Income Tax Act dated June 25, 2018 for A.Y.2014-15, wherein the Income Tax department has imposed a

penalty of '' 0.10 million by alleging that the Company failed to furnish a report from an accountant as required by Section 92E in respect of the specified domestic transactions entered by the Company. Against the said order, in July 2018, the Company filed an appeal before CIT(A) which is pending for disposal.

(18) The Income Tax Department initiated reassessment proceedings for AY 2008-09 under Section 147/148 of the Income Tax Act, 1961 (''the Act'') vide notice dated March 31,2015. The Company challenged the proceedings as illegal and void-ab-initio through a Writ Petition in the Delhi High Court, which was dismissed on August 10, 2017. The Company then filed a Special Leave Petition in the Supreme Court, which, on April 3, 2020, ruled in favour of the Company. The Hon''ble Supreme Court in its order quashed the notice dated March 31, 2015 issued under Section 148 seeking to re-assess the income for AY 2008-09 and set aside the order of the Delhi High Court which had dismissed the petition of the Company against the re-assessment notice under Section 148 of the Act. The Tax Department, in order to circumvent the orders of the Supreme Court, has again initiated reassessment proceedings for the same year. Accordingly, the notice dated May 1, 2020 was issued under Section 148. In pursuance of the same, the assessment was carried by the tax department. The Company being aggrieved filed a writ petition before Hon''ble High Court seeking quashing of such notice being without jurisdiction/ challenging the reassessment proceedings. On March 14, 2022, the Hon''ble Delhi High Court granted interim relief to the Company and held that while the Assessing Officer can continue with the process of passing the Assessment Order, however, no effect will be given to any such order till the next date of hearing i.e. April 24, 2024. Accordingly, an assessment order dated March 31, 2022 was passed by the

Assessing Officer, thereby making an addition of '' 4050.9 million and raising consequent demand of '' 3533.6 million. On January 29, 2025 the Hon''ble High Court dismissed the Company''s writ petition. The Company then filed a Special leave petition (SLP) before the Hon.ble Supreme Court of India, which was dismissed on February 28, 2025. Subsequently, on March 13, 2025, the Company received the reassessment order, Computation and demand notice from income tax department. An appeal has been filed before the Commissioner of Income Tax (Appeals) and an application for Stay of demand has been submitted before the Assessing officer.

(19) Securities and Exchanges Board of India (''''SEBI'''') issued a show cause notice dated August 20, 2018 to New Delhi Television Limited ("NDTVâ) for the alleged violation of clause 36 of the Equity Listing Agreement read with Section 21 of the Securities Contracts (Regulation) Act, 1956 on account of not disclosing the loan agreements entered by the former promoters of NDTV with ICICI Bank Limited and Vishvapradhan Commercial Private Limited. Further, SEBI vide its order dated December 29, 2020 ("SEBI Orderâ) imposed a penalty of 50 million on NDTV under Section 23E of the Securities Contracts (Regulation) Act, 1956 for non-disclosure of the said loan agreements. NDTV filed an appeal before the Securities Appellate Tribunal ("SATâ) challenging the SEBI Order inter alia on the grounds that it was not a party to the said loan agreements. SAT vide order dated July 20, 2022 ("SAT Orderâ) partly allowed the appeal and reduced the penalty from '' 50 million to '' 0.01 million for violation of clause 36 of the listing agreement. The said penalty of '' 0.01 million have been paid by NDTV without prejudice to its rights and contentions. SEBI has filed an appeal before the Supreme Court challenging the SAT Order. The matter is currently pending adjudication.

Note 36: Leases

The Company''s lease asset classes primarily consist of leases for office premises.

At the date of commencement of the lease, the Company recognizes a right-of-use asset ("ROUâ) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The cost of the right-of-use asset measured at inception comprises of the amount of initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the prevailing borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.

Lease arrangements entered by the Company majorly pertains for buildings taken on lease to conduct its business in the ordinary course. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

Note 40: Corporate Social Responsibility (CSR)

Pursuant to Section 135 introduced by Companies Act, 2013 pertaining to Corporate Social Responsibility, the Company has contributed Nil (Previous year : '' 3.04 million) (refer note 28) towards the CSR activities during the financial year 2024-25. As required by the aforesaid law, the amount represents 2 percent of the average net profits of last three immediately preceding financial year computed as per section 198 of the Act.

Note 41: Assets held for sale

As part of the Company''s ongoing efforts to streamline operations and focus on core business activities, Investment Properties owned by the company have been classified as held for sale as at March 31, 2025.

All these properties are available for immediate sale in its current condition. The sale is expected to be completed within the next 12 months. After classification as held for sale, these assets are no longer depreciated and are reported at the lower of their carrying amount or estimated fair value less costs to sell.

As at March 31, 2025, the total value of assets held for sale amounted to '' 185.81 million, which includes Residential flats and Commercial shops. The sale of these assets is expected to generate additional liquidity and improve operational efficiency. There are no significant liabilities directly associated with these assets as of the reporting date.

As at March 31, 2025 and March 31, 2024, the Company did not recognize deferred tax assets on tax losses and other temporary differences because a trend of future profitability is not yet clearly discernible. The above tax losses expire at various dates ranging from 2026 to 2033.

As per the provisions of Income Tax Act 1961, the Company opted to be taxed under section 115BAA for the financial year ended March 31, 2022. Accordingly, for the year, the Company is liable to pay income tax at the applicable concessional rate and is not liable to be taxed on the book profits computed in accordance with section 115JB of the Act. It is further clarified that the tax business losses and unabsorbed depreciation of the earlier year(s) is available to the Company and there is no impact on the losses of the Company under the provisions of section 115BAA of the Act.

Note 42: Additional regulatory information required by Schedule III of Companies Act, 2013

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Valuation of Property, Plant and Equipment, intangible assets and investment property

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.

(iii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(iv) Wilful defaulter

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

(v) Relationship with struck off companies

The Company does not have any transaction during the year or investment, receivable from, payable to or its Shares held by or any other outstanding with Stuck off companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(vi) Compliance with number of layers of companies

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

(vii) Compliance with approved scheme(s) of arrangements

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

(viii) Registration of charges or satisfaction with registrar of companies

There are no changes or satisfaction which are yet to be registered with the registrar of companies beyond the statutory period.

(ix) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(x) No funds 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 person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries .

(xi) No funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xii) The Company is using accounting software for maintaining its books of account and other records which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the Primary accounting software "Oracle Fusionâ. Further, Audit trail (edit log) facility in ancillary accounting software namely ''Platinum'' and ''DMS'' has also operated throughout the year for all relevant transactions at application layer, however, at the database layer to log any direct data changes it has been enabled from the month February 2025 and March 2025 respectively. Audit trail feature has not been tempered with during the year. The Company has preserved the audit trail (edit logs), to the extent it was enabled and operated, in accordance with requirement of Companies Act, 2013.

Mar 31, 2024

B. Measurement of fair values

The fair value of investment property has been determined is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, by external, independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued.

The methodology adopted for valuation is Composite Rate Method under Market Approach, and the fair value is arrived at is based on similar comparable transactions or asking rates by the sellers of similar properties in the market. The rates are then adjusted for the various attributes affecting the valuation like floor, size, view etc. The methodology falls in the Level 2 input hierarchy as specified in Ind AS 113, where the comparables were adjusted for various attributes.

The Company holds certain investment properties in its name and has recorded the same at cost in its financial statements in accordance with the transitional provision of IND AS 101. These investment properties are in the nature of residential flats taken on lease or freehold and commercial shops. The Company has carried out fair valuation of Investment properties through an external valuer.

C. There are no material expenses incurred nor any income from investment properties

*During the year On Demand Transportation Technologies Limited (a subsidiary) got liquidated under Section 59 (7) of Insolvency and Bankruptcy Code , 2016 (Voluntary Liquidation Process), Regulation 2017, in previous years, the Company has recorded impairment in value of investment in these companies,

** On May 25, 2023, Astro Awani Network Sdn. Bhd. (Awani) informed the Company about the revised shareholding pattern of Awani, wherein, the equity shareholding capital of the Company and NDTV Networks Limited (a subsidiary of the Company) in Awani has been diluted by 2.31% each, via issuance of shares to Astro Entertainment Sdn, Bhd, for partial redemption of preference shares, The total equity share capital of the Company and NDTV Networks Limited in Awani is reduced to 15.38% after dilution. The Company has disputed this transaction in the communication sent to Awani and accordingly, Awani has been considered as an Associate Company till the finality of the rights of the Company as a shareholder.

B. Rights, preferences and restrictions attached to equity shares

*The Company had filed an application dated April 17, 2023 to seek approval of BSE Limited and National Stock Exchange of India, for reclassification of Dr. Prannoy Roy and Mrs. Radhika Roy from ''Promoter'' to ''Public'' Category Shareholders in accordance with Regulation 31A of SEBI (LODR) Regulations 2015, Consequently, Dr. Prannoy Roy and Mrs. Radhika Roy are now re-classified to ''Public'' category shareholders with effect from April 22, 2024.

Note (a):

Loan of '' 1031.05 million (March 31, 2023: '' Nil) taken from NDTV Convergence and Adani Enterprises Limited, a subsidiaries of the Company and Ultimate Holding respectively, at an interest rate of 9.80% and 8.5% respectively. Loan will be due for repayment on March 31, 2029.

Note (b):

Loan of '' 117.88 million (March 31, 2023: '' 117.88 million) taken from NDTV Worldwide Limited and NDTV Media Limited, subsidiaries of the Company, at an interest rate of 9.8% (March 31, 2023: 9%) per annum. These loans are repayable on demand.

Note (c):

Loan of '' Nil (March 31, 2023: ''30.40 million) taken from non banking finance companies (NBFC) was secured by a hypothecation on Plant & machinery, equipment''s procured under financing agreements. The loans had been availed at an interest rate of 11.50% to 11.80% repayable in 16 quarterly equal installments.The loan has been fully paid off in current year

Disclosures in relation to Micro and Small enterprises "Suppliers" as defined in Micro, Small and Medium Enterprises Development Act, 2006

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.

The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations Is '' 343.63 million (previous year '' 582.95 million} out of which 100% is expected to be recognised as revenue in the next year.

*On April 19, 2022, the Board of Directors of the Company had approved the execution of Share Purchase Agreement between the Company and Bathla Teletech Private Limited and its affiliates ("the Purchasersâ) for sale of 100% shares held in Delta SoftPro Private Limited (a subsidiary of the Company) for a consideration of '' 280 million. The transaction had been completed on March 28, 2023 . Delta Softpro Private Limited had ceased to be the wholly owned subsidiary of the Company w.e.f March 28, 2023, resulting into gain of '' 106.61 million.

Note 30: Capital management

The Company monitors capital using a ratio of "Net Debtâ to "Total Equityâ. For this purpose, Net Debt is defined as total liabilities less cash and cash equivalents. Total equity comprises of equity share capital and other equity. During the financial year ended March 31, 2024, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

A. Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

* It excludes investments in subsidiaries, joint venture and associate

** The carrying amounts of trade receivables, margin money deposits, cash and cash equivalents, bank balances other than cash and cash equivalents, security deposits, unbilled revenue, interest accrued on fixed deposits, borrowings, current maturity on long term borrowings, interest accrued on borrowings, payable to suppliers, trade payables, payable to employees and other financial asset and liabilities approximates the fair values due to their short-term nature,

The financial assets carried at fair value by the Company are mainly investments in publicly traded equity shares. Accordingly, any material volatility is not expected, The fair value of these assets is marked to an active market,

Fair values are categorised into different levels In a fair value hierarchy based on the Inputs used In the valuation techniques as follows

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There has been no transfers between Level 1, Level 2 and Level 3 for the years ended March 31,2024 and March 31,2023. Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

the fair value of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk

â¢ Liquidity risk ;

â¢ Market Risk - Foreign currency

â¢ Market Risk - Interest rate

(i) Risk management framework

The Company based upon past trends determine an impairment allowance for loss on receivables.

Trade receivables as at year end includes '' 191.98 million (March 31, 2023: '' 185.05 million) as amount recoverable from related parties and '' 1078.73 million (March 31, 2023: '' 647.93 million) recoverable from others.

(iii) Liquidity risk

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash flow amounts are gross and undiscounted.

(b) Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates, The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchangeratesonitsfinancialpositionandcashflows.Exposurearisesprimarilyduetoexchangeratefluctuations between the functional currency (?) and other currencies (GBP and USD) from the Company''s operating, investing and financing activities.

(iv) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely; currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return,

(a) interest rate risk

Interest rate risk is the risk that the 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 borrowings with floating interest rates,

Exposure to interest rate risk

The Company''s interest rate risk arises majorly from borrowings carrying floating rate of interest, These borrowings exposes the Company to cash flow interest rate risk, The exposure of the Company''s borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows;

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at March 31, 2024 and March 31, 2023 would have affected the measurement of financial instruments denominated in foreign currency and affected Statement of Profit and Loss by the amounts shown below. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end, This analysis assumes that all other variables, in particular interest rates, remain constant,

The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned.

The discount rate Is based on the prevailing market yields of government bonds as at the balance sheet date for the estimated term of the obligations,

The salary escalation rate is based on estimates of salary increases, which takes into account inflation, promotion and other relevant factors,

Note 35: Contingent liabilities and commitments 1. Contingent liabilities

(1) The Company had filed a suit for recovery of '' 66,86 million being the principal debt together with interest thereon against Doordarshan (DD) in the High Court of Delhi in February 1998 for various programmes produced and aired between 1994 and 1996, In its rejoinder, DD has admitted debts of '' 35.61 million only but has disputed the balance claim of '' 31,2 million and interest claimed. On the contrary, DD has claimed '' 82,56 million - '' 55,49 million towards telecast fee etc, against various programmes and '' 27,07 million as interest thereon, which has not been accepted by the Company,

The amount represents the best possible estimate arrived at on the basis of available information, The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately, The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes,

(2) Bank guarantees issued for '' 100,10 million (March 31, 2023: '' 20,20 million), These have been issued in the ordinary course of business and no liabilities are expected,

(3) The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it, In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits, The Company has been advised that there is no merit in the case/demand,

(4) I n February 2014, the Company had received a demand for income tax, amounting to '' 4,500 million based on an assessment order for assessment year 2009-10 issued by the income tax department, Following a writ petition filed by the Company in the Delhi High Court, the demand has been kept in abeyance, The demand had earlier been stayed by the Income Tax Appellate Tribunal on deposit of '' 50 million which has been shown as recoverable, More likely than not it would be decided in favour of the Company,

In July 2017, the Company had received an order from Income Tax appellant Tribunal (ITAT) for Assessment Year 2009-10, wherein ITAT dismissed the appeal of the Company, The ITAT, vide Impugned Order, after admitting the additional evidence filed by the Revenue, upheld the addition made by the AO under

Section 69A of the Act amounting to '' 6,425.42 million, albeit on different grounds . The ITAT set aside various issues back to the file of the AO/TPO for fresh adjudication. Pursuant to the above said order, the Assessing Officer passed a partial appeal effect order and raised a demand of '' 4,289.33 million. The Company has filed Writ Petition in Delhi High Court against the partial appeal effect order. The Hon''ble High Court stayed the demand till the disposal of writ petition. The matter had been posted in regular list, which will come for hearing in due course. Further, the Company had also filed two appeals in Delhi High Court against the order passed by the ITAT, which are also posted in regular list. The Company has been advised by expert counsel that there is no merit in the case/demand.

In December 2019, the Company received Draft appeal effect order for AY 2009-10 passed under section 254/144C of Income Tax Act 1961 in pursuance to ITAT order passed in July 2017, wherein Assessing officer recomputed taxable income at '' 5788.36 million. Being draft order, there was no fresh tax demand raised against the Company. The Company filed objection against the said draft appeal effect order before Dispute Resolution Panel (DRP) in January 2020.

On January 29, 2021, the Company received the directions passed by the Dispute Resolution Panel (DRP), under Section 144C(5) of the Income-tax Act, 1961. The Company had filed a writ petition before the Hon''ble Delhi High Court assailing the order of DRP. Hon''ble Delhi High Court granted interim relief to the Company and held that while the Assessing Officer can continue with the process of passing the Assessment Order pursuant to the Impugned Order, no effect will be given to any such order till the next date of hearing. The matter heard and order reserved.

On March 31, 2021, the Company received the final assessment order dated March 30, 2021 passed by the Assessing Officer under Section 144C read with Section 254 of the Income Tax Act, 1961 in pursuance to DRP order, whereby the income of the Company has been assessed at '' 5788.36 million against the returned loss of

'' 648.39 million for Assessment Year 2009-10, and raised the demand to '' 4,953.65 million (net of amount adjusted for '' 432.76 million). The Company has been advised that there is no merit in the case/demand.

(5) In January 2018, the Company has received a demand amounting to '' 4,368.00 million being penalty on income tax demand imposed at the rate of 200% by the income tax department on the addition confirmed by the ITAT under Section 69A of the Income tax Act, 1961. The Company has filed an appeal against the said order before CIT (A) and also filed a stay application before the assessing officer. CIT in its order directed the Company to pay a sum of '' 1,080.40 million in three instalments. The Company has filed a writ petition in Delhi High Court against the said order. The matter had posted in regular list, which will come for hearing in due course. Also the Hon''ble High Court stayed the demand till the disposal of writ petition. More likely than not it would be decided in favour of the Company.

(6) In March 2016, the Company received a demand for income tax of '' 472.67 million, based on a reassessment order for the assessment year 2007-08, which was further enhanced in September 2016 by '' 127.15 million on account of a mistake in the computation of tax on total income. The Company has filed an appeal against the order before CIT (Appeals). Further the demand to the extent of '' 374.59 million has been adjusted against the refunds due to the Company and the remaining demand has been stayed by assessing officer till 30/06/24 or passing of order by CIT(A), whichever is earlier. More likely than not it would be decided in favour of the Company.

(7) In March 2016, the Company received a demand of '' 93.74 million on account of penalty on income tax imposed by the Income Tax department for the assessment year 2008-09. The Company has filed an appeal against the order with CIT(Appeals). Further the demand has been adjusted from the refunds due to the Company. In view of the favourable order of Hon''ble ITAT dated June 16, 2020, the amounts on which penalty was levied stands deleted or set aside to AO/ TPO, consequently the demand liable to be substantially reduced.

(8) The assessment for AY 2008-09 under Section 143(3) of the Act was completed on August 03, 2012 and the Company appealed against it before CIT(A), which gave the Company partial relief vide order dated April 29, 2014. Both the Revenue Department and NDTV appealed against this order at Income Tax Appellate Tribunal(ITAT). On June 16, 2020, ITAT delivered its order and granted substantial relief/ favourable on various issues to the Company. However, the issue of addition/adjustment on account of alleged corporate guarantee issued by the Company to enable its subsidiary, M/s NDTV Networks Plc, to raise funds was restored back to the file of the Assessing Officer ("AOâ) for making a reference to the Transfer Pricing Officer ("TPOâ) without even dealing with the principle contention of the Company that there is no international transaction, warranting any reference to the TPO. The Company has filed an appeal before Hon''ble Delhi High Court to stay the proceedings of remand including transfer pricing proceedings which is pending adjudication. In the meantime, the matter has been taken up by AO/TPO to re-adjudicate on such issue during the year. The Hon''ble High Court gives interim protection wherein it allowed the assessing officer to continue with the assessment proceedings but not to pass the final assessment order till further directions of the Hon''ble High Court. In January''23, TPO passed the order. In pursuance to TPO order, on March 29, 2023, the assessing officer passed the Draft Order under section 143(3)/144C/254 of the Income Tax Act. However, pursuant to the directions of the Hon''ble High Court, the Assessing officer will not pass the final assessment order. More likely than not it would be decided in favour of the Company. The next date of hearing has been fixed for May 01, 2024.

Further to be noted that earlier the Company was in receipt of an appeal effect order passed by the AO in pursuance to order dated September 14, 2015 passed by CIT(A) wherein the tax liability of '' 101.43 million was computed. The said tax liability was duly adjusted with the refund for the year and the refunds of other years due to the Company under protest.

On account of the above said favourable order of ITAT, the aforesaid '' 101.43 million would reduce significantly and the Company will be entitled to get the refund along with interest as and when the effect order is passed by the AO. The Company has filed an application on June 21, 2020 to the AO to give appeal effect which is pending for disposal.

Although the Company believed that there were no contraventions under FEMA warranting any compounding, nevertheless, with a view to

avert negative publicity and to ensure the best interests of its shareholders and stakeholders, the Company took a decision to seek compounding of the alleged contraventions from Reserve Bank of India ("RBIâ). Based on advice of Company''s advocates and various responses of the Company to the SCN, the Company with the approval of its Board of Directors had filed compounding application(s) with the RBI and has provided an estimated amount of liability amounting to '' 74 million which has been disclosed as an exceptional item in earlier years. The said compounding application(s) were, however, returned by the RBI with an advice to the Company to approach RBI''s Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter.

In the meanwhile, ED had issued a notice initiating the adjudication proceedings in the matter referred to in the SCN. The Company had thereafter filed a Writ petition before the Hon''ble Bombay High Court (the "Courtâ) against RBI and ED challenging return of the said compounding application(s) by RBI.

On June 26, 2018, the Court directed RBI to render necessary guidance to the Company in the matter of compounding of the alleged contraventions under FEMA and consider the compounding application(s) filed by the Company, pursuant to which the Company filed three compounding application(s) with RBI on August 06, 2018, September 26, 2018 and October 04, 2018, for compounding of the contraventions alleged in the SCN which are currently pending for adjudication. Against the Judgment dated June 26, 2018, Enforcement Directorate filed a Special Leave Petition (SLP) before the Supreme Court. The SLP was last listed on December 18, 2020 before the Supreme Court, wherein, the matter was adjourned at the request of ED. The matter is likely to be listed on May 06, 2024. The Company has been advised that there is no merit in the case/demand

(11) In June 2019, the Company received an order under Section 271AA of the Income Tax Act for A.Y.2015-16, wherein the Income

Tax department has imposed a penalty of '' 6.32 million for failure to keep and maintain information and documents in respect of certain specified domestic transactions as required by sub-section (1) or subsection (2)) of Section 92D. The Company has filed an appeal in July 2019 before CIT(A) against the said order which is pending for disposal. The demand raised has been adjusted with the refunds due to the Company. More likely it will be decided in favour of the Company.

(12) The Company has received a Notice of Demand ("Noticeâ) dated November 22, 2019, issued by SEBI whereby, the Company has been directed to pay a sum of '' 30.7 million along with further interest, all costs, charges and expenses, within 15 (fifteen) days of the receipt of the notice, failing which the recovery shall be made in accordance with the provisions of applicable laws. The said notice of demand has been issued by SEBI for recovery of penalty of '' 20 million for alleged non disclosure of '' 4,500 million of tax demand raised by Income Tax Department on February 21, 2014. The Company has been advised that in view of the Judgment dated September 04, 2019 passed by the Bombay High Court, the adjudication in respect of said penalty of '' 20 million has been invalidated and consequently the said Notice is untenable in law. SEBI has filed a Special Leave Petition before the Supreme Court challenging the Judgment dated September 04, 2019 passed by the Bombay High Court. The matter is likely to be listed in May 07, 2024. The Company has been advised that there is no merit in the case/demand.

(14) In May 2012, NDTV Studios Limited (merged with NDTV w e f December 17, 2010) had received a demand for income tax, amounting to '' 2.18 million for assessment year 2009-10.

In August 2022, the Company received an order from ITAT wherein ITAT dismissed the appeal of the Company. The Company has already deposited an amount of '' 1 million under protest. The Company is in the process of paying the remaining amount. Provision for demand has been made in the books of accounts. In respect of the contraventions which are substantive in nature, it is unlikely that any penalty may be imposed on the Company.

(16) On July 03, 2018, the Company received an order under Section 271G of the Income Tax Act dated June 25, 2018 for A.Y.2014-15, wherein the Income Tax department has imposed a penalty of '' 6.99 million by alleging that the Company failed to furnish information/document as required by sub section 3 of Section 92D, in respect of Specified Domestic Transactions entered by the Company. Against the said order, in July 2018, the Company filed an appeal before CIT(A) which is pending for disposal. More likely it will be decided in favour of the Company.

(17) On July 03, 2018, the Company received an order under Section 271BA of the Income Tax Act dated June 25, 2018 for A.Y.2014-15, wherein the Income Tax department has imposed a penalty of '' 0.10 million by alleging that the Company failed to furnish a report from an accountant as required by Section 92E in respect of the specified domestic transactions entered by the Company. Against the said order, in July 2018, the Company filed an appeal before CIT(A) which is pending for disposal. More likely it will be decided in favour of the Company.

illegal and void-ab-initio through a Writ Petition in the Delhi High Court, which was dismissed on August 10, 2017. The Company then filed a Special Leave Petition in the Supreme Court, which, on April 03, 2020, ruled in favour of the Company. The Hon''ble Supreme Court in its order quashed the notice dated March 31, 2015 issued under section 148 seeking to re-assess the income for AY 2008-09 and set aside the order of the Delhi High Court which had dismissed the petition of the Company against the re-assessment notice under section 148 of the Act. The Tax Department, in order to circumvent the orders of the Supreme Court, has again initiated reassessment proceedings for the same year. Accordingly, the notice dated May 01, 2020 was issued under section 148. In pursuance of the same, the assessment was carried by the tax department. The Company being aggrieved filed a writ petition before Hon''ble High Court seeking quashing of such notice being without jurisdiction/ challenging the reassessment proceedings. On March 14, 2022, the Hon''ble Delhi High Court granted interim relief to the Company and held that while the Assessing Officer can continue with the process of passing the Assessment Order, however, no effect will be given to any such order till the next date of hearing i.e. April 24, 2024. Accordingly, an assessment order dated March 31, 2022 has been passed by the Assessing Officer, thereby making an addition of '' 4050.9 million and raising consequent demand of '' 3533.6 million. However, pursuant to the directions of the Hon''ble High Court, no effect could be given by the Assessing officer in respect of such assessment order including no coercive action can be taken for recovery of the demand. More likely than not it would be decided in favour of the Company. The next date of hearing has been fixed for July 16, 2024.

(19) The Company had received a notice dated August 20, 2018 from SEBI in regard to alleged violation of Clause 36 of erstwhile Listing Agreement for non-disclosure of loan agreements entered into by Dr. Prannoy Roy, Mrs. Radhika Roy ("Promotersâ) and RPRR Holding Private Limited (Promoter Group

Company) with Vishvapradhan Commercial Private Limited (VCPL) in 2009 - 10. SEBI vide its order dated December 29, 2020 imposed a penalty of '' 50 million on the Company for the alleged violation. The Company was not a party to the said loan arrangements and had made disclosures in 2015 in regard to the said loan agreements in response to media reports that speculated change in control. The Company filed an appeal before the Securities Appellate Tribunal ("SATâ) challenging the order dated December 29, 2020 passed by SEBI. SAT vide its order dated February 15, 2021 granted partial interim relief to the Company and held that if the Company deposits 50% of the penalty amount (excluding interest), within a period of 4 weeks, then the balance amount shall

not be recovered during the pendency of appeal. The Company filed an appeal before the Hon''ble Supreme Court challenging the interim order dated February 15, 2021 passed by SAT. The Hon''ble Supreme Court vide its order dated March 26, 2021 directed that the order passed by SAT on February 15, 2021 requiring a deposit of 50 percent of the penalty shall stand substituted by a direction that pending the hearing and final disposal of the appeals before SAT, there shall be a stay on the recovery of the penalties. SEBI has filed an appeal before the Supreme Court challenging the SAT Order In the hearing held on May 01, 2023, the court stayed the recovery of demand. The matter is likely to be listed on May 07, 2024. The Company has strong case on merit.

2. Commitments Estimated amount of contracts remaining to be executed not provided for as at March 31, 2024 on account of:
Particulars	As at	As at
Particulars	March 31, 2024	March 31, 2023
Property, plant and equipment (net of advances)	168.67	-

Note 37: Leases

The Company''s lease asset classes primarily consist of leases for office premises.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Note 38: Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODMâ) as required under Ind AS 108. The CODM is considered to be Board of directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The principal activities of the Company comprises of television media, Accordingly, the Company has one reportable segments consisting of television media,

As at March 31, 2024 and March 31, 2023, the Company did not recognize deferred tax assets on tax losses and other temporary differences because a trend of future profitability is not yet clearly discernible. The above tax losses expire at various dates ranging from 2025 to 2032.

Note 41: Corporate Social Responsibility (CSR)

Pursuant to Section 135 introduced by Companies Act, 2013 pertaining to Corporate Social Responsibility, the Company has contributed '' 3.04 million (Previous year '' 2.92 million ) (refer note 28) towards the CSR activities during the financial year 2023-24. As required by the aforesaid law, the amount represents 2 percent of the average net profits of last three immediately preceding financial year computed as per section 198 of the Act.

Note 42: Additional regulatory information required by Schedule III of Companies Act, 2013

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Valuation of Property, Plant and Equipment, intangible assets and investment property

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.

(iii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(iv) Wilful defaulter

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

(v) Relationship with struck off companies

(vi) Compliance with number of layers of companies

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

(vii) Compliance with approved scheme(s) of arrangements

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

(viii) Registration of charges or satisfaction with registrar of companies

There are no changes or satisfaction which are yet to be registered with the registrar of companies beyond the statutory period.

(ix) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(x) Fund received / loaned

No funds 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 person or entity, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries .

(xii) The Company is using accounting softwares for maintaining its books of account and other records which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Audit trail feature was neither disabled nor tempered during the year.

Mar 31, 2023

A. Measurement of fair values

The Company holds certain investment properties in its name and has recorded the same at cost in its financial statements in accordance with the transitional provision of IND AS 101. These investment properties are in the nature of residential flats taken on lease or freehold and commercial shops. The company has carried out fair valuation of Investment properties through an external valuer.

C. There are no material expenses incurred nor any income from investment properties

* During the year BrickBuyBrick Projects Limited (a subsidiary) and Smartcooky Internet Limited (a subsidiary) got liquidated under Section 59 (7) of Insolvency and Bankruptcy Code , 2016 (Voluntary Liquidation Process), Regulation 2017, in previous years, the Company has recorded impairment in value of investment in these companies. On Demand is under voluntary liquidation as at 31 March 2023.

** On 19 January 2022, the Company and NDTV Networks Limited had signed a Share Sale and Purchase Agreement ("SPAâ) with Astro Entertainment Sdn Bhd ("Astroâ), for the sale of investment held by the Company along with its subsidiary NDTV Networks Limited for 3,424,500 ordinary shares constituting 20% of the total share capital (10% each 1,712,250 ordinary shares) in Astro Awani Network Sdn Bhd ("Awaniâ), for a consideration of Ringgit Malaysia eight million five hundred thousand (RM 8,500,000) only, net of any applicable taxes (approximately H151.6 million) at carrying cost of H27.09 million each, subject to receipt of approvals. The SPA has been terminated on account of non-receipt of the approvals by the long stop date i.e. 31 March 2023. However, there is no impact of the termination of this transaction on the results for the year.

*** On 19 April 2022, the Board of Directors of the Company has approved the execution of Share Purchase Agreement between the Company and Bathla Teletech Private Limited and its affiliates ("the Purchasersâ) for sale of 100% shares held in Delta SoftPro Private Limited (a subsidiary of the Company) for a consideration of H280 million. The transaction has been completed on 28 March 2023 . Delta Softpro Private Limited has ceased to be the wholly owned subsidiary of the Company w.e.f 28 March 2023.

B. Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly all equity shares rank equally with regard to dividends and share in the Companyâs residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company in proportion of the number of equity shares held.

C. During the year ended 31 March 2009, the Company had instituted the Employee Stock Purchase Scheme 2009 (the "Schemeâ) to compensate the employees who had opted for the surrender of their stock options granted to them under Employee Stock Option Plan 2004. The Scheme was formulated in accordance with erstwhile SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on 10 March 2009. It provides for the issue and allotment of not exceeding 2,146,540 equity shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of H.4 each. Accordingly, the Company had allotted 1,753,175 equity shares in the previous periods.

Note (a):

Loan of H30.40 million (31 March 2022: H51.67 million) taken from Hewlett Packard Financial Services (India) Private Limited is secured by a hypothecation on Plant & machinery, equipmentâs procured under financing agreements. The loans has been availed at an interest rate of 11.50% to 11.80% repayable in 16 quarterly equal installments.

Note (b):

During the year, Secured Working Capital Loan availed from Canara Bank and Union bank of India has been repaid and closed, the previous year outstanding amount was of H39.74 million. All the securities given have now been released by the banks.

Note (c):

Loan of H117.88 million (31 March 2022: H117.88 million) taken from NDTV Worldwide Limited and NDTV Media Limited, subsidiaries of the Company, at an interest rate of 9% (31 March 2022: 12%) per annum. These loans are repayable on demand.

Disclosures in relation to Micro and Small enterprises âSuppliersâ as defined in Micro, Small and Medium Enterprises Development Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum Number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year end has been made based on information received and available with the Company.

Information about major customers:

No single customer represents 10% or more of the Companyâs total revenue during the year ended 31 March 2023 and 31 March 2022.

The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is H582.95 million (previous year H625.44 million) out of which 100% is expected to be recognised as revenue in the next year.

Note 30: Capital management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on managementâs judgement of its strategic and day-today needs with a focus on total equity so as to maintain investor, creditors and market confidence.

The Company monitors capital using a ratio of "Net Debtâ to "Total Equityâ. For this purpose, Net Debt is defined as total liabilities less cash and cash equivalents. Total equity comprises of equity share capital and other equity. During the financial year ended 31 March 2023, no significant changes were made in the objectives, policies or processes relating to the management of the Companyâs capital structure.

(i) Risk management framework

The Companyâs key management has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The Companyâs risk management policies are established to identify and analyse the risks faced by the Company to set appropriate risks limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which employees understand their roles and obligations.

* It excludes investments in associate

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There has been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2023 and 31 March 2022.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

â¢ the fair value of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

The Company based upon past trends determine an impairment allowance for loss on receivables.

Trade receivables as at year end includes H185.05 million (31 March 2022: H264.53 million) as amount recoverable from related parties and H647.93 million (31 March 2022: 577.51 million) recoverable from others.

The impairment provisions for financial assets disclosed above 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 the Companyâs past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to manage liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.

(iv) Market risk

(a) Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs borrowings with floating interest rates.

Exposure to interest rate risk

The Companyâs interest rate risk arises majorly from borrowings carrying floating rate of interest. These borrowings exposes the Company to cash flow interest rate risk. The exposure of the Companyâs borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:

(b) Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency (H) and other currencies (GBP and USD) from the Companyâs operating, investing and financing activities.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at 31 March 2023 and 31 March 2022 would have affected the measurement of financial instruments denominated in foreign currency and affected Statement of Profit and Loss by the amounts shown below. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant.

Note 35: Contingent liabilities and commitments

1. Contingent liabilities

(a) The Company had filed a suit for recovery of H66.86 million being the principal debt together with interest thereon against Doordarshan (DD) in the High Court of Delhi in February 1998 for various programmes produced and aired between 1994 and 1996. In its rejoinder, DD has admitted debts of H35.61 million only but has disputed the balance claim of H31.2 million and interest claimed. On the contrary, DD has claimed H82.56 million - H55.49 million towards telecast fee etc. against various programmes and H27.07 million as interest thereon, which has not been accepted by the Company.

(b) Bank guarantees issued for H20.20 million (31 March 2022: H32.39 million). These have been issued in the ordinary course of business and no liabilities are expected.

(c) The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits. The Company has been advised that there is no merit in the case/demand.

(d) During February 2014, the Company had received a demand for income tax, amounting to H4,500 million based on an assessment order for assessment year 2009-10 issued by the income tax department. Following a writ petition filed by the Company in the Delhi High Court, the demand has been kept in abeyance. The demand had earlier been stayed by the Income Tax Appellate Tribunal on deposit of H50 million which has been shown as recoverable. More likely than not it would be decided in favour of the Company.

During July 2017, the Company had received an order from Income Tax appellant Tribunal (ITAT) for Assessment Year 2009-10, wherein ITAT dismissed the appeal of the Company. The ITAT, vide Impugned Order, after admitting the additional evidence filed by the Revenue, upheld the addition made by the AO under Section 69A of the Act amounting to H6,425.42 million, albeit on different grounds . The ITAT set aside various issues back to the file of the AO/TPO for fresh adjudication. Pursuant to the above said order, the Assessing Officer passed a partial appeal effect order and raised a demand of H4,289.33 million. The Company has filed Writ Petition in Delhi High Court against the partial appeal effect order. On 14 May 2019, the matter was adjourned at the request of revenue and had been posted in regular list, which will come for hearing in due course. The Honâble High Court stayed the demand till the disposal of writ petition. Further, the Company has also filed two appeals in Delhi High Court against the order passed by the ITAT, which will also be posted in regular list. The Company has been advised by expert counsel that there is no merit in the demand.

there was no fresh tax demand raised against the Company. The Company filed objection against the said draft appeal effect order before Dispute Resolution Panel (DRP) in January 2020.

On 29 January 2021, the Company received the directions passed by the Dispute Resolution Panel (DRP), under Section 144C(5) of the Income-tax Act, 1961. The company had filed a writ petition before the Honâble Delhi High Court assailing the order of DRP. Honâble Delhi High Court granted interim relief to the Company and held that while the Assessing Officer can continue with the process of passing the Assessment Order pursuant to the Impugned Order, no effect will be given to any such order till the next date of hearing. The next date of hearing is 20 September 2023.

On 31 March 2021, the Company received the final assessment order dated 30 March 2021 passed by the Assessing Officer under Section 144C read with Section 254 of the Income Tax Act, 1961 in pursuance to DRP order, whereby the income of the Company has been assessed at H5788.36 million against the returned loss of H648.39 million for Assessment Year 2009-10, and rised the demand to H4,953.65 million (net of amount adjusted for H432.76 million). The Company has been advised that there is no merit in the case/demand

(e) In January 2018, the Company has received a demand amounting to H4,368.00 million being penalty on income tax demand imposed at the rate of 200% by the income tax department on the addition confirmed by the ITAT under Section 69A of the Income tax Act, 1961. The Company has filed an appeal against the said order before CIT (A) and also filed a stay application before the assessing officer. CIT in its order directed the Company to pay a sum of H1,080.40 million in three instalments. The Company has filed a writ petition in Delhi High Court against the said order. On 14 May 2019, matter have been adjourned at the request of revenue and will be posted in regular list, which will come for hearing in due course. Also the Honâble High Court stayed the demand till the disposal of writ petition. More likely than not it would be decided in favour of the Company.

(f) In March 2016, the Company received a demand for income tax of H472.67 million, based on a reassessment order for the assessment year 200708, which was further enhanced in September 2016 by H127.15 million on account of a mistake in the computation of tax on total income. The Company has filed an appeal against the order before CIT (Appeals). Further the demand to the extent of H374.50 million has been adjusted against the refunds due to the company. More likely than not it would be decided in favour of the Company.

(g) In March 2016, the Company received a demand of H93.74 million on account of penalty on income tax imposed by the Income Tax department for the assessment year 2008-09. The Company has filed an appeal against the order with CIT(Appeals). Further the demand has been adjusted from the refunds due to the company. In view of the favourable order of Honâble ITAT dated 16 June 2020, the amounts on which penalty was levied stands deleted or set aside to AO/TPO, consequently the demand liable to be substantially reduced.

(h) The assessment for AY 2008-09 under Section 143(3) of the Act was completed on 3 August 2012 and the Company appealed against it before CIT(A), which gave the Company partial relief vide order dated 29 April 2014. Both the Revenue Department and NDTV appealed against this order at Income Tax Appellate Tribunal(ITAT). On 16 June 2020, ITAT delivered its order and granted substantial relief/favourable on various issues to the Company. However, the issue of addition/adjustment on account of alleged corporate guarantee issued by the Company to enable its subsidiary, M/s NDTV Networks Plc, to raise funds was restored back to the file of the Assessing Officer ("AOâ) for making a reference to the Transfer Pricing Officer ("TPOâ) without even dealing with the principle contention of the Company that there is no international transaction, warranting any reference to the TPO. The Company has filed an appeal before Honâble Delhi High Court to stay the proceedings of remand including transfer pricing proceedings

which is pending adjudication. In the meantime, the matter has been taken up by AO/TPO to readjudicate on such issue during the year. The Honâble High Court gives interim protection wherein it allowed the assessing officer to continue with the assessment proceedings but not to pass the final assessment order till further directions of the Honâble High Court. In Januaryâ23, TPO passed the order. In pursuance to TPO order, on 29 March 2023, the assessing officer passed the Draft Order under section 143(3)/144C/254 of the Income Tax Act. However, pursuant to the directions of the Honâble High Court, the Assessing officer will not pass the final assessment order. More likely than not it would be decided in favour of the Company. The next date of hearing has been fixed for 16 August 2023.

Further to be noted that earlier the Company was in receipt of an appeal effect order passed by the AO in pursuance to order dated 14^thSeptemberâ2015 passed by CIT(A) wherein the tax liability of H101.43 million was computed. The said tax liability was duly adjusted with the refund for the year and the refunds of other years due to the Company under protest. On account of the abovesaid favourable order of ITAT, the aforesaid H101.43 million would reduce significantly and the Company will be entitled to get the refund along with interest as and when the effect order is passed by the AO. The Company has filed an application on 21 June 2020 to the AO to give appeal effect which is pending for disposal.â

(i) During the earlier years, the Directorate of Enforcement ("EDâ) issued a show cause notice ("SCNâ) to the Company alleging certain contraventions under the Foreign Exchange Management Act, 1999 ("FEMAâ). These

contraventions are procedural/technical and some are substantive in nature. The Company believes, based on advice of Companyâs legal counsel and various responses of the Company to the SCN that the said alleged substantive contraventions in the SCN are not legally tenable. Accordingly, the Company based on a legal opinion, has not made any provision against these alleged contraventions. However, based on the

advice from Companyâs legal counsel, Company has provided an estimated amount of liability amounting to H40 million for alleged technical/ procedural contraventions which has been disclosed as an exceptional item in the earlier year. The Company is in the process of filing a compounding application with the Reserve Bank of India (RBI) in respect of alleged technical/ procedural contravention. In respect of the contraventions which are substantive in nature, it is unlikely that any penalty may be imposed on the Company.

(j) In November 2015, the Directorate of Enforcement ("EDâ) issued a show cause notice ("SCNâ) to the Company, its two executive Directors, then Executive Vice Chairperson (erstwhile executive Director, who passed away on 20 November 2017) and NDTV Studios Limited, (an erstwhile subsidiary of the Company since merged with the Company) alleging contraventions under the provisions of Foreign Exchange Management Act, 1999 ("FEMAâ).

Although the Company believed that there were no contraventions under FEMA warranting any compounding, nevertheless, with a view to avert negative publicity and to ensure the best interests of its shareholders and stakeholders, the Company took a decision to seek compounding of the alleged contraventions from Reserve Bank of India ("RBIâ). Based on advice of Companyâs advocates and various responses of the Company to the SCN, the Company with the approval of its Board of Directors had filed compounding application(s) with the RBI and has provided an estimated amount of liability amounting to H74 million which has been disclosed as an exceptional item in earlier years. The said compounding application(s) were, however, returned by the RBI with an advice to the Company to approach RBIâs Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter.

In the meanwhile, ED had issued a notice initiating the adjudication proceedings in the matter referred to in the SCN. The Company had thereafter filed a Writ petition before the Honâble

Bombay High Court (the "Courtâ) against RBI and ED challenging return of the said compounding application(s) by RBI.

On 26 June 2018, the Court directed RBI to render necessary guidance to the Company in the matter of compounding of the alleged contraventions under FEMA and consider the compounding application(s) filed by the Company, pursuant to which the Company filed three compounding application(s) with RBI on 6 August 2018, 26 September 2018 and 4 October 2018, for compounding of the contraventions alleged in the SCN which are currently pending for adjudication. Against the Judgment dated 26 June 2018, Enforcement Directorate filed a Special Leave Petition (SLP) before the Supreme Court. The SLP was last listed on 18 December 2020 before the Supreme Court, wherein, the matter was adjourned at the request of ED. The next date of hearing is yet to be notified .The Company has been advised that there is no merit in the case/ demand.â

(k) In June 2019, the Company received an order under Section 271AA of the Income Tax Act for A.Y.2015-16, wherein the Income Tax department has imposed a penalty of H6.32 million for failure to keep and maintain information and documents in respect of certain specified domestic transactions as required by sub-section (1) or subsection (2)) of Section 92D. The Company has filed an appeal in July 2019 before CIT(A) against the said order which is pending for disposal. The demand raised has been adjusted with the refunds due to the Company. More likely it will be decided in favour of the Company.

(l) In July 2019, the Company received 3 orders from CIT(A) under section 250 of the Income Tax Act which were decided against the Company. The said appeals were filed against the levy of interest amounting H1.30 million on late payment of TDS for A.Y.2017-18. The Company challenged the said orders of CIT(A) by way of 3 appeals before Honâble ITAT in August 2019 which are pending for disposal. More likely it will be decided in favour of the Company.

(m) The Company has received a Notice of Demand ("Noticeâ) dated 22 November 2019, issued by SEBI whereby, the Company has been directed to pay a sum of H30.7 million along with further interest, all costs, charges and expenses, within 15 (fifteen) days of the receipt of the notice, failing which the recovery shall be made in accordance with the provisions of applicable laws. The said notice of demand has been issued by SEBI for recovery of penalty of H20 million for alleged non disclosure of H4,500 million of tax demand raised by Income Tax Department on 21 February 2014. The Company has been advised that in view of the Judgment dated 4 September 2019 passed by the Bombay High Court, the adjudication in respect of said penalty of H20 million has been invalidated and consequently the said Notice is untenable in law. SEBI has filed a Special Leave Petition before the Supreme Court challenging the Judgment dated 4 September 2019 passed by the Bombay High Court. The matter is likely to be listed in August 2023. The Company has been advised that there is no merit in the case/demand.

(n) In September 2018, the Company received a demand amounting to H0.39 million being penalty imposed by the Income Tax department under section 27(1)(c) of the Income Tax Act for A.Y.2007-08. Against the said order, in October 2018, the Company filed an appeal before CIT(A) which is pending for disposal. The demand raised has been adjusted with the refunds due to the Company. More likely it will be decided in favour of the Company.

(o) In May 2012, NDTV Studios Limited (merged with NDTV w e f 17 December 2010) had received a demand for income tax, amounting to H2.18 million for assessment year 2009-10. In August 2022, the Company received an order from ITAT wherein ITAT dismissed the appeal of the Company. The Company has already deposited an amount of H1 million under protest. The Company is in the process of paying the remaining amount. Provision for demand has been made in the books of accounts. In respect of the contraventions which are substantive in nature, it is unlikely that any penalty may be imposed on the Company.

(p) In March 2016, the Company received a demand amounting to H2.90 million for AY 2012-13. In April 2016, the Company filed an appeal before CIT(A) against the said order which is pending for disposal. The demand including interest amounting to H3.10 million has been adjusted with the refunds due to the Company. More likely it will be decided in favour of the Company.

(q) On 3 July 2018, the Company received an order under Section 271G of the Income Tax Act dated 25 June 2018 for A.Y.2014-15, wherein the Income Tax department has imposed a penalty of H6.99 million by alleging that the Company failed to furnish information/document as required by sub section 3 of Section 92D, in respect of Specified Domestic Transactions entered by the Company. Against the said order, in July 2018, the Company filed an appeal before CIT(A) which is pending for disposal. More likely it will be decided in favour of the Company.

(r) On 3 July 2018, the Company received an order under Section 271 BA of the Income Tax Act dated 25 June 2018 for A.Y.2014-15, wherein the Income Tax department has imposed a penalty of H0.10 million by alleging that the Company failed to furnish a report from an accountant as required by Section 92E in respect of the specified domestic transactions entered by the Company. Against the said order, in July 2018, the Company filed an appeal before CIT(A) which is pending for disposal. More likely it will be decided in favour of the Company.

(s) The Income Tax Department initiated reassessment proceedings for AY 2008-09 under Section 147/148 of the Income Tax Act, 1961 (âthe Actâ) vide notice dated 31 March 2015. The Company challenged the proceedings as illegal and void-ab-initio through a Writ Petition in the Delhi High Court, which was dismissed on 10 August 2017. The Company then filed a Special Leave Petition in the Supreme Court, which, on 3 April 2020, ruled in favour of the Company. The Honâble Supreme Court in its order quashed the notice dated 31 March 2015 issued under section 148 seeking to re-assess the income for AY 200809 and set aside the order of the Delhi High Court which had dismissed the petition of the Company against the re-assessment notice under section 148 of the Act. The Tax Department, in order to circumvent the orders of the Supreme Court, has again initiated reassessment proceedings for the same year. Accordingly, the notice dated 1 May 2020 was issued under section 148. In pursuance of the same, the assessment was carried by the tax department. The Company being aggrieved filed a writ petition before Honâble High Court seeking quashing of such notice being without jurisdiction/ challenging the reassessment proceedings. On 14 March 2022, the Honâble Delhi High Court granted interim relief to the Company and held that while the Assessing Officer can continue with the process of passing the Assessment Order, however, no effect will be given to any such order till the next date of hearing i.e. 25 August 2023. Accordingly, an assessment order dated 31 March 2022 has been passed by the Assessing Officer, thereby making an addition of H4050.9 million and raising consequent demand of H3533.6 million. However, pursuant to the directions of the Honâble High Court, no effect could be given by the Assessing officer in respect of such assessment order including no coercive action can be taken for recovery of the demand . More likely than not it would be decided in favour of the Company.

(t) The Company had received a notice dated 20 August 2018 from SEBI in regard to alleged violation of Clause 36 of erstwhile Listing Agreement for non-disclosure of loan agreements entered into by Dr. Prannoy Roy, Mrs. Radhika Roy ("Promotersâ) and RPRR Holding Private Limited (Promoter Group Company) with Vishvapradhan Commercial Private Limited (VCPL) in 2009 - 10. SEBI vide its order dated 29 December 2020 imposed a penalty of H50 million on the Company for the alleged violation. The Company was not a party to the said loan arrangements and had made disclosures in 2015 in regard to the said loan agreements in response to media reports that speculated change in control. The Company filed an appeal before the Securities Appellate Tribunal ("SATâ) challenging the order dated 29 December 2020 passed by SEBI. SAT vide order dated 20 July 2022 has partly allowed the appeal filed by the Company and reduced the penalty from H5 crores to H10 lakhs for violation of Clause 36 of the listing agreement. Without prejudice to its rights and contentions, NDTV has paid the penalty of H10 lakhs as directed by SAT. SEBI has filed an appeal before the Supreme Court challenging the SAT Order, which is pending. The Company has strong case on merit.

Note 37: Leases

The Companyâs lease asset classes primarily consist of leases for office premises.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Note 38: Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODMâ) as required under Ind AS 108. The CODM is considered to be Board of directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The principal activities of the Company comprises of television media. Accordingly, the Company has one reportable segments consisting of television media.

Note 40 : Taxation (Contd.)

As at 31 March 2023 and 31 March 2022, the Company did not recognize deferred tax assets on tax losses and other temporary differences because a trend of future profitability is not yet clearly discernible. The above tax losses expire at various dates ranging from 2024 to 2031.

As per the provisions of Income Tax Act 1961, the Company opted to be taxed under section 115BAA for the previous financial year i.e. year ended 31 March 2022. Accordingly, for the year, the Company is liable to pay income tax at the applicable concessional rate and is not liable to be taxed on the book profits computed in accordance with section 115JB of the Act. It is further clarified that the tax business losses and unabsorbed depreciation of the earlier year(s) is available to the Company and there is no impact on the losses of the Company under the provisions of section 115BAA of the Act.

Note 41: Corporate Social Responsibility (CSR)

Pursuant to Section 135 introduced by Companies Act, 2013 pertaining to Corporate Social Responsibility, the Company has contributed H2.92 million (Previous year H1.81 ) (refer note 28) towards the CSR activities during the financial year 2022-23. As required by the aforesaid law, the amount represents 2 percent of the average net profits of last three immediately preceding financial year computed as per section 198 of the Act.

Note 42: Additional regulatory information required by Schedule III of Companies Act, 2013

(i) Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Valuation of Property, Plant and Equipment, intangible assets and investment property

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.

(iii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(iv) Wilful defaulter

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

Note 42: Additional regulatory information required by Schedule III of Companies Act, 2013 (Contd.)

(vi) Compliance with number of layers of companies

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

(vii) Compliance with approved scheme(s) of arrangements

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

(viii) Registration of charges or satisfaction with registrar of companies

There are no changes or satisfaction which are yet to be registered with the registrar of companies beyond the statutory period.

(ix) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(x) Fund received / loaned

No funds 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 person or entity, including foreign entities ("Intermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries .

(xi) No funds have been received by the Company from any person or entity, including foreign entities ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Mar 31, 2018

Reporting entity

New Delhi Television Limited (the Company/holding company) is a public limited company incorporated in India under the provisions of the Companies Act, 1956 with its registered office situated in New Delhi. Its shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) in India.

The Company is in the business of television media and currently operates three channels including a dual channel (NDTV 24x7, NDTV India, NDTV Profit and Prime).â

Note

1 Basis of preparation

a. Statement of compliance

These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs Pursuant to section 133 of the Companies Act, 2013 (âActâ) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

The Companyâs financial statements up to and for the year ended 31 March 2017 were prepared in accordance with the Accounting Standards notified under Companies (Accounting standard) Rules, 2006 (as amended), notified under Section 133 of the Act and other relevant provisions of the Act.

As these are the Companyâs first financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows is provided in Note 43.

The Company has incurred losses in the current year and in the previous period, though the Company has a positive net worth as on 31 March 2018. Based on current business plans and projections prepared by the management and approved by the Board of Directors, the Company expects growth in operations in the coming year with continuous improvement in operational efficiency. In order to meet long term and short term working capital requirements, which has certain overdue payables, the management is implementing various options of rationalizing costs, credit and processes including divestment of non-core businesses. In view of the above, the use of going concern assumption has been considered appropriate in preparation of financial statements of the Company.

The financial statements were authorised for issue by the Companyâs Board of Directors on 11 May 2018.

b. Functional and presentation currency

The financial statements are presented in Indian Rupees (INR), which is also the Companyâs functional currency. All amounts have been rounded-off to the nearest million, unless otherwise indicated.

c. Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items:

d. Use of estimates and judgements

In preparing the financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

i. Judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management exercise judgement in applying the Companyâs accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

ii. Assumptions and estimation uncertainties The areas involving critical estimates are:

Recognition and measurement of provisions and contingencies;

- Estimation of defined benefit obligation;

- Estimated useful life of tangible and intangible assets;

- Fair value of barter transaction;

- Impairment test of non-financial assets; and

- Impairment of trade receivables and other financial assets.

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

e. Current versus non-current classification

The Company presents assets and liabilities in the Balance Sheet based on the current/non current classification.

An asset is treated as current when:

It is expected to be realised or intended to be sold or consumed in normal operating cycle;

- It is held primarily for the purpose of trading;

- It is expected to be realised within twelve months after the reporting period;or

- It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for atleast twelve months after the reporting period.

Current assets include the current portion of non-current financial assets. The Company classifies all other assets as non-current.

A liability is treated current when:

- It is expected to be settled in normal operating cycle;

- It is held primarily for the purpose of trading;

- It is due to be settled within twelve months after the reporting period; or

- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

Current liabilities include current portion of non-current financial liabilities. The Company classify all other liabilities as non-current

Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle for the purpose of current / non-current classification of assets and liabilities.

f. Measurement of fair values

A number of the accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Company has an established control framework with respect to the measurement of fair values. This includes a finance team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the Chief Financial Officer.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognise transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further the information about the assumptions made in measuring fair values is included in the respective notes:

- investment property; and-

- financial instruments.

Note:

B. Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Companyâs residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the company in proportion of the number of equity shares held.

C. During the year ended 31 March 2009, the Company had instituted the Employee Stock Purchase Scheme 2009 (the âSchemeâ) to compensate the employees who had opted for the surrender of their stock options granted to them under Employee Stock Option Plan 2004. The Scheme was formulated in accordance with erstwhile SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue and allotment of not exceeding 2,146,540 equity shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of Rs.4 each. Accordingly, the Company had allotted 1,753,175 equity shares in the previous periods.

General reserve is created out of the profits earned by the Company by way of transfer from surplus in the statement of profit and loss. The Company can use this reserve for payment of dividend and issue of fully paid-up and not paid-up bonus shares.

Note (b):

INR 1,167.40 million (31 March 2017: INR 1,146.42 million, 1 April 2016: INR 1,064.57 million) is secured by a charge created on the book-debts of the Company. The loan is secured by a collateral securities given on the office premises at W-17, GK-I, 2nd floor, New Delhi, hypothecation of plant and machinery, equipmentâs and all other fixed assets and fixed deposits against margin for Letter of credit/Bank guarantee, Corporate Guarantee received from M/s Delta Softpro Private Limited for the Industrial plot at Gautam Budh Nagar, Plot No.17-18, Block -C, Sector-85 Phase-III, NOIDA, U.P. and pledge of 2,692,419 numbers (31 March 2017: 2,692,419 numbers, 1 April 2016: 2,692,419 numbers) Equity shares of JaiPrakash Power Ventures Limited and 33,000 numbers (31 March 2017: 33,000 numbers, 1 April 2016: 33,000 numbers) Equity shares of NDTV Worldwide Limited. The working capital loans are reviewed and renewed on a yearly basis and carry an interest rate of base rate 1.50%. Effective rate of interest as at 31 March 2018 is 11.10% (31 March 2017: 11.10%, 1 April 2016: 11.20%). The loan is repayable on demand.

Note (c):

Loan of INR 39.01 million (31 March 2017: INR 35 million, 1 April 2016: Nil) taken from NDTV Worldwide Limited, a subsidiary of the Company, at an interest rate of 8% per annum. The loan is repayable on demand.

# For debtors pledge as securities refer note 41 and refer note 32 on financial risk management.

Note 1 (a): Non-current- other financial liabilities

a. In November 2015, the Directorate of Enforcement (ââEDââ) issued a show cause notice (ââSCNââ) to the Company, its two executive Directors, then Executive Vice Chairperson (erstwhile executive Director, who passed away on 20 November 2017 ) and to NDTV Studios Limited, (an erstwhile subsidiary of the Company since merged with the Company) under the Foreign Exchange Management Act, 1999 (âFEMAâ). The Company had filed an application for compounding with the Reserve Bank of India (âRBIâ) although the Company believes, based on advice of Companyâs advocates and various responses of the Company to the SCN that the said allegations in the SCN are not legally tenable. Accordingly, the Company based on a legal opinion has provided an estimated amount of liability amounting to Rs. 71 million which has been disclosed as an exceptional item. Meanwhile, the Company had received notice dated 31 March 2017 from the ED intimating initiation of adjudication proceedings. The Company had filed Writ petition before the Honâble Bombay High Court against the RBIâs refusal to consider the compounding applications filed by the Company, which is currently pending.

b. The Company vide application dated 21 March 2017 had approached Securities and exchange board of India (âSEBIâ) for settlement of matter related to SEBI order levying a penalty of Rs. 20 million for alleged violation of Clause 36 of the Listing Agreement. Based on legal advice, the Company has recognized an estimated liability amounting to Rs. 3 million in the year ended 31 March 2017.

c. During the current year, in order to minimize ancillary businesses and reprioritization, as a part of turnaround plan, there was reduction of around 25% of the workforce in the Company. Following the announcement of the plan, the Company recognised provision for employee termination benefits, which is included under exceptional items as termination benefits.

Note 2: Capital management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders. The capital structure of the Company is based on managementâs judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.

The Company monitors capital using a ratio of âNet Debtâ to âTotal Equityâ. For this purpose, Net Debt is defined as total borrowings less cash and cash equivalents. Total equity comprises of equity share capital and other equity. During the financial year ended 31 March 2018, no significant changes were made in the objectives, policies or processes relating to the management of the Companyâs capital structure.

Note 3: Financial instruments-fair values measurements and financial risk management

A. Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

* It excludes investments in subsidiaries and associates which are measured at deemed cost on the date of transition to Ind AS i.e., 1 April 2016.

** The carrying amounts of trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, loans, security deposit, interest accrued on fixed deposit, interest payable, unbilled revenue, trade payables, payable to employees and unpaid dividend approximates the fair values due to their short-term nature.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). There has been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2018, 31 March 2017 and 1 April 2016.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the fair value of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow method.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk

- Liquidity risk ;

- Market Risk - Foreign currency

- Market Risk - Interest rate

(i) Risk management framework

(ii) Credit risk

The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet

Credit risk on cash and cash equivalents and bank deposits is limited as the Company generally deals with banks with high credit ratings assigned by domestic credit rating agencies. Investments primarily include investment in a subsidiary through redeemable preference. The loans primarily represents interest free security deposits refundable on the completion of the term as per the contract. The credit risk associated with such deposits is relatively low.

The Company uses expected credit loss model to assess the impairment loss. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available internal credit risk factors such as the Companyâs historical experience for customers. Based on the business environment in which the Company operates, management considers that the trade receivables are in default (credit impaired) if the payments are more than 180 days past due.

Trade receivables as at year end includes INR 216.18 million (31 March 2017: INR 395.89 million, 1 April 2016: INR 318.90 million) as amount recoverable from related parties and INR 1,070.29 million (31 March 2017: 1,063.19 Nil million, 1 April 2016: INR 1,017.90 million) recoverable from others. The Company believes that amount receivable from related parties is collectible in full, based on historical payment behaviour and hence no loss allowance has been recognized on the same. The Company based upon past trends determined an impairment allowance for loss on receivables from others.

The impairment provisions for financial assets disclosed above 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 the Companyâs past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to manage liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash flow amounts are gross and undiscounted.

(iv) Market risk

(a) Interest rate risk

Exposure to interest rate risk

(b) Currency risk

Unhedged exposure to foreign currency risk

The Companyâs exposure in respect of foreign currency denominated financial liabilities not hedged by derivative instruments or others as follows-

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at 31 March 2018 and 31 March 2017 would have affected the measurement of financial instruments denominated in foreign currency and affected Statement of Profit and Loss by the amounts shown below. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant.

Note 4: Earnings / (loss) per equity share ( âEPSâ)

The calculations of profit / (loss) attributable to equity shareholders and weighted average number of equity shares outstanding for purposes of earnings / (loss) per share calculations are as follows:

Note 5: Related Party Disclosures

(a) List of Related Parties and nature of relationship where control exists Related parties where control exists

RRPR Holding Private Limited Mrs. Radhika Roy Dr. Prannoy Roy Subsidiaries (Direct /Indirect)

NDTV Media Limited NDTV Convergence Limited NDTV Labs Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

NDTV Worldwide Limited Delta Softpro Private Limited

BrickbuyBrick Ventures Limited (strike off w.e.f 21 March 2017)

Fifth Gear Auto Limited (strike off w.e.f 21 March 2017)

Red Pixel Gadgets Limited (strike off w.e.f 19 June 2017)

SmartCooky Ventures Limited (strike off w.e.f 27 March 2017)

BrickbuyBrick Projects Limited Red Pixels Ventures Limited Fifth Gear Ventures Limited SmartCooky Internet Limited OnArt Quest Limited Special Occasions Limited Redster Digital Limited

On Demand Transportation Technologies Limited Joint Venture

Lifestyle & Media Holdings Limited (formerly known as NDTV Lifestyle Holdings Limited)

Lifestyle & Media Broadcasting Limited (formerly known as NDTV Lifestyle Limited)

Indianroots shopping Limited (Formerly NDTV Ethnic Retail Limited)

Indianroots Retail Private Limited (Formerly JA Ethnic Retail Private Limited)

Associate company

Astro Awani Network Sdn Bhd, Malaysia

Key management personnel

Dr. Prannoy Roy Executive Co-Chairperson

Radhika Roy Executive Co-Chairperson

Late K.V.L. Narayan Rao Group Chief Executive Officer & Executive Vice Chairperson (till 20 November 2017)

Suparna Singh Chief Executive Officer, NDTV Group (w.e.f 4 December 2017)

Saurav Banerjee Co-Chief Executive Officer, NDTV Group (w.e.f 4 December 2017)

Chief Financial Officer, NDTV Group (till 4 December 2017)

Ravi Asawa Chief Financial Officer, NDTV Group (w.e.f 4 December 2017)

Tara Roy Relative of Executive Co-Chairperson

Hemant Kumar Gupta Company Secretary (w.e.f 12 March 2018)

Navneet Raghuvanshi Company Secretary (till 12 March 2018)

* During the previous year, a subsidiary of the Company has redeemed 2,80,000 Non Cumulative Redeemable Preference Shares (NCRPS) of face value of INR 10/- per share at a premium of INR 90/- per Share. Further to comply with the guidelines on Redemption of Preference Shares, the Company subscribed for 2,80,000 Non Cumulative Redeemable Preference Shares (NCRPS) issued by the subsidiary at face value of INR 10/- each.

** Shares allotted for INR 1.80 million out of share application money given during the year.

i. The Company along with one subsidiary has given a corporate guarantee of INR 550 million (31 March 2017- 550 million, 1 April 2016- 300 million) towards a term loan obtained by its subsidiary NDTV Convergence Limited. As of 31 March 2017 NDTV Convergence has drawn INR 550 million of this the loan (1 April 2016: INR 300 million) and the outstanding amount as on 31 March 2018 is INR 550 million (31 March 2017: INR 550 million, 1 April 2016: INR 250 million).

ii. The Company has taken a corporate guarantee of INR 226.80 million (previous year Rs 226.80 million) from its subsidiary company Delta Softpro Private Limited. This has been issued in favour of Corporation Bank for loan availed of.

iii. The Company has created a charge amounting to Rs 50 million (previous year Rs 50 million (on its properties under construction)) on its properties to support a term loan obtained by a subsidiary, NDTV Convergence Limited

iv. The Company and its subsidiary NDTV Convergence Limited (âNCLâ) have incubated e-commerce verticals during the financial year 2015-2016 to unlock the shareholdersâ value and accelerate the Companyâs leadership position on internet using transaction based model. As part of incubation of new ecommerce businesses as promoter of these companies, the Company and NCL, had agreed to provide patronage through marketing and promotional support for 3 years including but not limited to advertising on NDTV channels, both domestic and international, bands on NDTV channels only out of unsold inventory, anchor mentions, programme names, night time programming, promotional product launches, access to the homepage, redirection of visitors/traffic from the website of NCL to the website of the ecommerce verticals on no charge, best effort basis. The Company and NCL would not be incurring any incremental costs as a result of providing such services but will accommodate and support these new companies by contribution of residuary resources in a gratuitous manner. This is in expectation of future benefits that are expected to flow to all shareholders of the Company and NCL.

Note 6: Employee benefits (i) Gratuity

Gratuity is payable to all eligible employees of the Company on retirement or separation from the Company. The following table sets out the status of the defined benefit plan as required under IND AS 19 - Employee Benefits:

(a) Movement in net defined benefit liability:

The discount rate is based on the prevailing market yields of government bonds as at the balance sheet date for the estimated term of the obligations.

The salary escalation rate is based on estimates of salary increases, which takes into account inflation, promotion and other relevant factors.

(d) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

Note 7: Contingent liabilities and commitments

1. Contingent liabilities

(a) The Company had filed a suit for recovery of INR. 66.86 million being the principal debt together with interest thereon against Doordarshan (DD) in the High Court of Delhi in February 1998 for various programmes produced and aired between 1994 and 1996. In its rejoinder, DD has admitted debts of INR 35.61 million only but has disputed the balance claim of INR 31.2 million and interest claimed. On the contrary, DD has claimed INR 82.56 million - INR 55.49 million towards telecast fee etc. against various programmes and INR 27.07 million as interest thereon, which has not been accepted by the Company.

(b) The Company alongwith one of its subsidiary has given a corporate guarantee of INR 550 million (31 March 2017: INR 550 million, 1 April 2016: INR 300 million) towards a term loan of INR 550 million (31 March 2017: INR 550 million, 1 April 2016: INR 300 million) sanctioned to its subsidiary, NDTV Convergence Limited, by a financial institution/bank. As of 31 March 2018, NDTV Convergence Limited has drawn INR 550 million (31 March 2017: INR 550 million, 1 April 2016: INR 300 million) against this loan. In the ordinary course of business, the Company expects the subsidiary to meet its obligations under the term of the loan and no liability on this account is anticipated.

(c) Bank guarantees issued for INR 39.85 million (31 March 2017: INR 30.38 million, 1 April 2016: INR 3.93 million). These have been issued in the ordinary course of business and no liabilities are expected.

(d) The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

(e) Income tax and other regulatory matters disputed by the Company: INR 6.62 million (31 March 2017: INR 6.62 million, 1 April 2016: INR 6.62 million), except those disclosed in (f), (g), (h) and (i) below.

(f) During February 2014, the Company had received a demand for income tax, amounting to INR 4,500 million based on an assessment order for assessment year 2009-10 issued by the income tax department. Following a writ petition filed by the Company in the Delhi High Court, the demand has been kept in abeyance. The demand had earlier been stayed by the Income Tax Appellate Tribunal on deposit of INR 50 million which has been shown as recoverable. The Company has been advised by expert counsel that there is no merit in the demand.

During July 2017, the Company had received an order from Income Tax appellant Tribunal (ITAT) for Assessment Year 2009-10, wherein ITAT dismissed the appeal of the Company. The ITAT, vide Impugned Order, after admitting the additional evidence filed by the Revenue, upheld the addition made by the AO under Section 69A of the Act amounting to INR 6,425.42 million, albeit on different grounds. The ITAT set aside various issues back to the file of the AO/ TPO for fresh adjudication. Pursuant to the above said order, the Assessing Officer passed a partial appeal effect order and raised a demand of INR 4,289.33 million. The Company has filed Writ Petition in Delhi High Court against the partial appeal effect order. The Honâble High Court stayed the demand till the next date of hearing, which is fixed for 21 May 2018. Further, the Company has also filed two appeals in Delhi High court against the order passed by the ITAT. The Company has been advised by expert counsel that there is no merit in the demand.

(g) In June 2016, the Company had received a Show cause Notice (âSCNâ) from the Income Tax Department (Department) which was consequential to an Assessment Order dated 21 February, 2014 (âAssessment Orderâ) passed by the Department for Assessment Year (A.Y.) 2009-10. On an appeal filed by the Company against the SCN, the ITAT had directed the Department not to pass any order levying the proposed penalty till the final disposal of the main appeal for AY 2009-10, pending before the ITAT. The Department had then filed a Writ Petition before the Honâble High Court of Delhi (High Court) against the aforesaid order of the ITAT. The High Court had vacated the stay granted by the ITAT against this Order of High Court, the Company had filed a Special Leave Petition before the Honâble Supreme Court wherein the Honâble Supreme Court on 10 April 2017 directed the High Court to dispose off the matter within a period of ten days. The matter was heard on 11 May 2017. The Bench has reserved its judgment in the Writ Petition filed by the Revenue with liberty to the Revenue Counsel to file a short rejoinder within one week.

In January 2018, the Company has received a demand amounting to INR 4,368.00 million being penalty on income tax demand imposed at the rate of 200% by the income tax department on the addition confirmed by the ITAT under Section 69A of the Income tax Act, 1961. The Company has filed an appeal against the said order before CIT (A) and also filed a stay application before the assessing officer. CIT (A) in its order directed the Company to pay a sum of INR 1,080.40 million in three instalments. The Company has filed a writ petition in Delhi High Court against the said order. The demand has been stayed by the court till the next date of hearing, which is fixed for 21 May 2018.

(h) In March 2016, the Company received a demand for income tax of INR 472.67 million, based on a reassessment order for the assessment year 2007-08, which was further enhanced in September 2016 by INR 127.15 million on account of a mistake in the computation of tax on total income. The Company has filed an appeal against the order before CIT (Appeals). Further the demand to the extent of INR 374.08 million has been adjusted against the refunds due to the company. The Company has been advised by expert counsel that there is no merit in the demand.

(i) In March 2016, the Company has received a demand of INR 93.74 million on account of Penalty on income tax imposed by the Income Tax department for assessment year 2008-09. The Company has filed an appeal against the order with CIT(Appeals). Further the demand has been adjusted from the refunds due to the company. Based on expert advice the company believes that there is no merit in the demand.

2. Commitments

Estimated amount of contracts remaining to be executed not provided for as at 31 March 2018 on account of:

Note 8: Lease commitments

A. Non-cancellable operating leases

The Company has taken various residential/commercial premises under cancellable operating leases. The rental expense for the current year, in respect of operating leases is INR 165.73 million (31 March 2017: INR 180.24). The Company has also taken residential/commercial premises on lease which have non-cancellable periods. The future minimum lease payments in respect of such leases are as follows:

Note 9: Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (âCODMâ) as required under Ind AS 108. The CODM is considered to be Board of directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The principal activities of the Company comprises of television media. Accordingly, the Company has one reportable segments consisting of television media.

Note 10: Capital reduction

During the year ended 31 March 2017, the Company had filed an application for withdrawal of the Scheme of Capital Reduction filed earlier in 2013 to write off deficit in the Statement of Profit and Loss of the Company by reducing the amount standing to the credit of the Securities Premium Account. The Honâble National Company Law Tribunal, New Delhi vide its order dated 10 March 2017 had granted permission to withdraw the said petition.

Note 11: Disclosure on Specified Bank Notes (SBNs)

The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018. Corresponding amounts as appearing in the audited financial statements for the year ended 31 March 2017 have been disclosed as given below;

* For the purposes of this clause, the term âSpecified Bank Notesâ 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 8th November, 2016.

Note 12 : Assets pledged as security

The carrying amounts of assets pledged as security for current and non-current borrowings are:

As at 31 March 2018, 31 March 2017 and 1 April 2016, the Company did not recognize deferred tax assets on tax losses and other temporary differences because a trend of future profitability is not yet clearly discernible. The above tax losses expire at various dates ranging from 2018 to 2026.

Note 13: First time adoption of Ind AS

These are the Companyâs first standalone financial statements prepared in accordance with Ind AS.

âThe Company has adopted Indian Accounting Standard (Ind AS) as notified under section 133 of the Companies Act, 2013, read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, with effect from 1 April 2016, with transition date of 1 April 2016, pursuant to the notification issued by Ministry of Corporate Affairs dated 16 February 2015. Accordingly, the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and the opening Ind AS balance sheet as at 1 April 2016 have been prepared in accordance with Ind AS. The accounting policies set out in Note 1 have been applied in preparing the standalone financial statements for the year ended 31 March 2018, the comparative information presented in these standalone financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS Statement of Financial Position at 1 April 2016 (the Companyâs date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in standalone financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). This note explains the principal adjustments made by the Company in restating its standalone financial statements prepared in accordance with previous GAAP and how the transition from previous GAAP to Ind AS has affected the Companyâs financial position, financial performance and cash flows.

A. Optional exemptions availed and mandatory exceptions

Following applicable Ind AS 101 optional exemptions and mandatory exceptions have been applied in the transition from previous GAAP to Ind AS.

Ind AS optional exemptions availed

(1) Deemed cost for property, plant and equipment, intangible assets and investment properties

As per Ind AS 101, an entity may elect to As per Ind AS 101, an entity may elect to use carrying values of all property, plant and equipment and other intangible assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the Previous Indian GAAP and use that as its deemed cost as at the date of transition. âAccordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

(2) Determining whether an arrangement contains a lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS 17 for determining whether a contract or an arrangement existing at the date of transition contains a lease. If the entity elects the optional exemption, then it assesses whether the lease contracts / arrangements existing at the date of transition contain lease are based on the facts and circumstances existing at that date except where the effect is expected not to be material. The Company has elected to apply this exemption on the basis of facts and circumstances existing as at the transition date.

(3) Investment in subsidiaries and associate

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its investment in subsidiaries and associates as recognised in the standalone financial statements as at the date of transition to Ind AS, measured as per the Previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the Company has elected to measure all of its investments in subsidiaries and associates at their Previous GAAP carrying value.

Ind AS mandatory exceptions

(1) Estimates

As per IND AS 101, an entityâs estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Fair valuation of financial instruments carried at Fair value through profit and loss.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortised cost.

(2) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition, if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

(i) Reconciliation of equity as at date of transition (1 April 2016)

(v) Notes to reconciliation between Previous GAAP to IND AS:

1) Investment property

Under the previous GAAP, investment properties were presented as part of property, plant and equipment. Under Ind AS, investment properties are required to be separately presented on the face of the balance sheet. There is no impact on the total equity or profit as a result of this adjustment.

2) Non current investments A

Under the previous GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and realisability. 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.

The resulting fair value changes of these investments have been recognised in retained earnings as at the date of transition i.e. 1 April 2016 and subsequently in the statement of profit or loss for the year ended 31 March 2017. This decreased the retained earnings by INR 46.63 million as at 1 April 2016 and decrease the loss by INR 0.97 million for the year ended 31 March 2017.

Under the previous GAAP, investment in non cumulative redeemable preference shares are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value at initial recognition. Accordingly, the Company has fair valued these preference shares at initial recognition. The difference between the the initial fair value and the transaction amount has been considered as equity investment in subsidiary. The remaining amount has been considered as a debt investment and carried at amortized cost in the financial statements. Interest amounting to INR 57.46 million for the year ended 31 March 2017 and INR 216.18 million as at 1 April 2016 has been recognised resulting in corresponding increase in the investment.

3) Security deposits paid

Under the previous GAAP, interest free security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Consequent to this change, the amount of security deposits has decreased by INR 46.91 million as at 1 April 2016 and by INR 5.61 million as at 31 March 2017. The prepaid rent has increased by INR 42.13 million as at 1 April 2016 and by INR 3.66 million as at 31 March 2017. The loss for the year ended 31 March 2017 has decreased by INR 2.65 million due to the notional interest income of INR 2.57 million recognised on security deposits and reversal of amortisation of the prepaid expense of INR 2.74 million, which is partially off-set by amortisation of the prepaid expense of INR 2.66 million.

4) Security deposits received

Under the previous GAAP, interest free security deposits (that are payable in cash on completion of the contract) are recorded at their transaction value. Under Ind AS, all financial liabilities are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Consequent to this change, the amount of security deposits has decreased by INR 235.03 million as at 1 April 2016 and INR 423.00 million as at 31 March 2017. The deferred credit has increased by INR 224.34 million and by INR 400.64 million as at 1 April 2016 and 31 March 2017 respectively. Total equity has increased by INR 10.69 million as on 1 April 2016. The loss for the year ended 31 March 2017 has decreased by INR 11.67 million due to amortisation of the deferred credit of INR 21.48 million which is partially off-set by the notional interest expense of INR 9.81 million recognised on security deposits. Further, under the previous GAAP cash discount of INR 61.13 million offered are disclosed as an expense, however, under Ind AS the same has been adjusted against revenue for the year ended 31 March 2017.

5) Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, the Company recognised such remeasurements in profit or loss. However, this has no impact on the total comprehensive income and total equity as on 1 April 2016 or as on 31 March 2017.

Mar 31, 2016

(c) Rights, preferences and restrictions attached to equity shares

(d) During the year ended 31 March 2009, the Company had instituted the Employee Stock Purchase Scheme 2009 (the âSchemeâ) to compensate the employees who had opted for the surrender of their stock options granted to them under Employee Stock Option Plan 2004. The Scheme was formulated in accordance with erstwhile the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue and allotment of not exceeding 2,146,540 equity shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of Rs. 4 each. Accordingly, the Company had allotted 1,753,175 equity shares in the previous periods.

(i). Rs 1,064.57 million (Previous year Rs. Rs 1,276.83 million) is secured by a charge created on the book-debts of the Company. The loan is secured by a collateral securities given on the office premises at W-17, GK-I, 2nd floor, New Delhi, hypothecation of plant and machinery, equipments and all other fixed assets and fixed deposits against margin for Letter of credit/Bank guarantee, Corporate Guarantee received from M/s Delta Softpro Private Limited for the Industrial plot at Gautam Budh Nagar, Plot No.17-18, Block -C, Sector-85 Phase-III,NOIDA, U.P. and pledge of 2,692,419 numbers (previous year 2,692,419 numbers) Equity shares of JaiPrakash Power Ventures Limited and 33,000 numbers (previous year 33,000 numbers) Equity shares of NDTV Worldwide Limited. The working capital loans are reviewed and renewed on a yearly basis and carry an interest rate of base rate 1.50%. Effective rate of interest as at March 31, 2016 is 11.20%.(Previous year:11.75%).

(ii) As at March 31, 2016, loan from related parties includes Rs. Nil (Previous year Rs. 78.07 million) taken from NDTV (Mauritius) Multimedia Limited and Rs. Nil (Previous year Rs. 0.47 million) taken from NDTV Worldwide Mauritus Limited.

1. Leases

The Company has taken various residential/commercial premises under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs.178.95 million (Previous Year Rs 203.08 million). The Company has also taken residential/commercial premises on lease which have non-cancellable periods. The future minimum lease payments in respect of such leases are as follows:

2. Segment information

The Company operates in the single primary segment of television media. Accordingly, there is no separate reportable segment.

* During the year a subsidiary of the Company has redeemed 2,830,000 Non Cumulative Redeemable Preference Shares of face value of Rs 10/- per share at a premium of Rs 90/- per Share .Further to comply with the guidelines on Redemption of Preference Shares, the Company subscribed for 2,830,000 NCRPS issued by the subsidiary at face value of Rs 10/-.

** Shares alloted for Rs.11.20 million out of share application money given during the year.

i The Company has given a corporate guarantee of Rs 300.00 million (previous year Rs 300.00 million) towards a term loan obtained by its subsidiary NDTV Convergence Limited. As of March 31, 2016 NDTV Convergence has drawn Rs 300.00 million of this the loan (previous year Rs 160.00 million) and the outstanding amount as on March 31, 2016 is Rs 250 million.

ii The Company has taken a corporate guarantee of Rs 226.80 million (previous year Rs 226.80 million) from its subsidiary company Delta Softpro Private Limited.This has been issued in fovour of Corporation Bank for loan availed of.

iii The Company has created a charge amounting to Rs 50 million (previous year Rs 50 million) on its properties under construction to support a term loan obtained by a subsidiary, NDTV Convergence Limited.

IV. During the year, the Company and its subsidiary NDTV Convergence Limited (âNCLâ) have incubated certain subsidiaries which are e-commerce ventures to unlock the shareholders'' value. As part of incubation of these new ecommerce businesses and as promoter of these companies, the Company and NCL had agreed to provide patronage to these ventures, through marketing and promotional support for a period 3 years from the commencement of operations, including but not limited to, advertising on NDTV channels, both domestic and international only out of unsold inventory, anchor mentions, programme names, night time programming, promotional product launches, access to the homepage, redirection of visitors/traffic from the website of NCL to the website of the ecommerce verticals on no charge and on best effort basis, without incurring any additional costs either by the Company or NCL.

II) other commitments

The Company has given a comfort letter of support to NDTV Labs Limited (a subsidiary) i.e. an undertaking to provide financial and operational support to assist this Company in meeting its liabilities as and when it fall due.

3. Contingent liabilities

(a). Claims against the Company not acknowledged as debts:

(i) Income tax and other regulatory matters disputed by the Company: Rs. 6.62 million (Previous Year Rs 16.62 million)

(ii) Miscellaneous Rs. 82.56 million (Previous Year Rs. 82.56 million). The Company had filed a suit for recovery of Rs. 66.86 million being the principal debt together with interest thereon against Doordarshan (DD) in the High Court of Delhi in February 1998 for various programmes produced and aired between 1994 and 1996. In its rejoinder, DD has admitted debts of Rs.35.61 million only but has disputed the balance claim of Rs. 31.2 million and interest claimed. On the contrary, DD has claimed Rs 82.56 million - Rs.55.49 million towards telecast fee etc. against various programmes and Rs. 27.07 million as interest thereon, which has not been accepted by the Company. The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

(b). The Company has given a corporate guarantee of Rs 300 million (previous year Rs 300 million) towards a term loan of Rs. 300 million (previous year Rs. 300 million) sanctioned to its subsidiary NDTV Convergence Limited by a bank. As of March 31, 2016, NDTV Convergence Limited has drawn Rs 300 million (previous year Rs 160 million) against this loan. In the ordinary course of business, the Company expects the subsidiary to meet its obligations under the term of the loan and no liabillity on this account is anticipated.

(c). Bank guarantees issued for Rs. 3.93 million (Previous Year Rs 2.58 million). These have been issued in the ordinary course of business and no liabilities are expected.

(d). The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

4. (i) During February 2014, the Company had received a demand for income tax, amounting to Rs. 4,500 million based on an assessment order for assessment year 2009-10 issued by the income tax department. Following a writ petition filed by the Company in the Delhi High Court, the demand has been kept in abeyance . It had earlier been stayed by the Income Tax Appellate Tribunal on deposit of Rs. 50 million which has been shown as recoverable. The Company has been advised by expert counsel that there is no merit in the demand.

(ii) The Company has received a demand for income tax of Rs. 472.67 million, based on a re-assessment order for the assessment year 2007-08. The Company has filed an appeal against the order with CIT(Appeals) and also filed a stay of demand application. The Company has been advised by expert counsel that there is no merit in the demand.

(iii) The Company has received a demand of Rs. 93.74 million on account of penalty on oncome tax imposed by the income tax department for the assessment year 2008-09. The Company has filed an appeal against the order with CIT(Appeals) and also filed a stay of demand application. Based on expert advice the Company believes that there is no merit in the demand.

(iv) During November, 2015 the Company and three of its executive Directors and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with the Company) received a show cause notice (âSCNâ) from the Directorate of Enforcement (âEDâ) as to why adjudication proceedings should not be held for alleged contraventions of provisions under Foreign Exchange Management Act, 1999 and regulations made thereunder. The SCN states that the alleged contraventions are in respect of investments into Indian subsidiaries made by erstwhile overseas subsidiaries of the Company during the previous years. Based on expert legal advice, the Company believes that the said SCN is entirely baseless and misconceived. The Company vide its letters dated March 14 and April 18, 2016 had filed its reply to the SCN with ED.

5. Capital reduction

The Board of Directors had approved the scheme of reduction of capital by way of setting off the losses accumulated up to September 30, 2012. The Company has received the requisite approvals from the stock exchanges and the Company''s shareholders. Pending the approval of the High Court, no effect has been given to the reduction of capital, which when implemented will have the effect of reducing the accumulated negative balance in the Statement of Profit and Loss by Rs.1,557.3 million and the balance in the Securities Premium Account by a like amount.

6. Previous year figures

The previous year''s figures have been reclassified wherever necessary to conform to the current year''s classification.

Mar 31, 2014

1. Corporate information

New Delhi Television Limited (Company) is a public limited company incorporated in India under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company is in the business of television media and currently operates three channels including a dual channel (NDTV 24x7, NDTV India, NDTV Profit & Prime).

2. Employee stock option plans

Employee Stock Purchase Scheme 2009 (ESPSÂ 2009)

In view of the then proposed restructuring of the Company and its subsidiaries, to compensate the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004 scheme, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. The Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue of 2,146,540 equity shares to the eligible employees of the Company by the Employee Stock Purchase Scheme(ESPS) Committee at an exercise price of Rs. 4/Â each.

Accordingly, the Company has allotted 1,753,175 shares (FY10: 1,741,435, FY11: 1740) out of 1,764,425 shares issued on March 31, 2009 to the eligible employees. The liability outstanding in respect of employee share purchase outstanding as at March 31, 2013 is Rs. 0.873 million (Previous year Rs. 0.873 million) towards 11,250 (Previous year 11,250) shares has been reversed during the year ,since those employee are no longer eligible to subscribe for outstanding ESPS issued to them.

3. Leases

Operating lease: Company as lessee

The Company has taken various residential/commercial premises/vehicles under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs.219.22 million (Previous Year Rs 213.17 million). The Company has also taken residential/commercial premises on lease which have nonÂcancellable periods. The future minimum lease payments in respect of such leases are as follows:

4. Accounting for Amalgamation

Merger of NDTV One Holdings Limited with the Company

During the financial year ended March 31,2012, the Scheme of Amalgamation ("Scheme") for the merger of the wholly owned subsidiary NDTV One Holdings Limited with the Company under sections 391 to 394 of the Companies Act, 1956 sanctioned by High Court of Delhi became effective from January 01, 2012 all the necessary formalities having been concluded on November 02,2012. The accounts of the Company for the year ended March 31, 2013 included a net expense of Rs.6.1 million related to NDTV One Holdings Limited for the period from April 01, 2012 to November 02, 2012. Further, the accumulated credit balance in the Statement of Profit and Loss of NDTV One Holdings Limited as at March 31, 2012 amounting to Rs 179.09 million was shown as an adjustment to the Reserves & Surplus as at March 31, 2013 in Note 4.

5. Segment information

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

6. Related party disclosures

I. Names of related parties and nature of relationship Related parties where control exists

RRPR Holding Private Limited Mrs. Radhika Roy Dr. Prannoy Roy

Subsidiaries (Direct /Indirect)

NDTV Media Limited

NDTV Convergence Limited

NDTV Labs Limited

NDTV Lifestyle Holdings Limited

NDTV Lifestyle Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

NDTV (Mauritius) Multimedia Limited

NDTV Worldwide Limited

Delta Softpro Private Limited

Indianroots Retail Private Limited (Formerly JA Ethnic Retail Private Limited)

NDTV Ethnic Retail Limited (acquired on March 26, 2013) (Formerly NDTV Ethnic Retail Private Limited)

Associate Company

Astro Awani Network Sdn Bhd

Key Management Personnel and their relatives

Dr. Prannoy Roy Executive CoÂChairperson

Radhika Roy Executive CoÂChairperson

K.V.L. Narayan Rao Executive Vice Chairperson

Vikramaditya Chandra Group CEO & Executive Director

II. Related Party Agreements

In order to leverage the existing resources of NDTV/ its subsidiaries and also to ensure economies of scale, NDTV/its subsidiaries have entered into agreements for shared services, content/programme sharing, cross promotions, license, brand & trademarks, content access management, etc. in the ordinary course of business.

III. Disclosure of Related Party Transaction

The following table provides the total amount of transactions that have been entered into with related parties, in the ordinary course of business for the year ended March 31,2014.

7. Capital and other commitments a) Capital commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of capital advances) :

b) other commitments

The Company has given a comfort letter to Delta Softpro Pvt Limited and NDTV Networks Limited confirming that the Company shall provide financial and operational support to assist these companies in meeting their liabilities as and when they fall due, to the extent of Company''s proportion in their respective share capital.

8. Contingent liabilities

Claims against the Company not acknowledged as debts:

(i) Income Tax Matters: Rs. 0.28 Million (Previous Year Rs.219.36 million ,includes Rs.141.11 million in respect of a matter which is an issue pertaining to the entire broadcasting industry)

(ii) Others Rs. 82.56 million (Previous Year Rs. 82.56 million)

The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

b. The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

9. Capital Reduction

During the previous year, the Board of Directors of the Company had approved a Scheme for reduction of capital by way of setting off the losses accumulated upto September 30, 2012 amounting to Rs 1,557.30 million, against the balance in Securities Premium Account as on September 30, 2012 . The Company has received the requisite approvals from the stock exchanges. The shareholders of the Company have also accorded their consent to the reduction of capital vide a special resolution passed by way of Postal Ballot. Pending the regulatory and other approvals/clearances, no effect has been given to the Scheme, which when implemented will have the effect of reducing the accumulated negative balance in the Statement of Profit and Loss as at September 30, 2012 to Nil and the balance in the Securities Premium Account by Rs. 1,557.30 million.

10. Going concern

Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confident of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

11. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

During the year the Company has sought status information from its vendors to be able to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. since no response received from the vendors , the Company has determined that no information is required to be separately disclosed in this respect

12. Previous year figures

The previous years figures have been reclassified wherever necessary to conform to this current years'' classification.

Mar 31, 2013

1. Corporate information

New Delhi Television Limited (Company) is a public limited company incorporated in India under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company is in the business of television media and currently operates three news channels (NDTV 24x7, NDTV India and NDTV Proft).

2. Employee stock option plans

Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the then proposed restructuring of the Company and its subsidiaries, to compensate the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004 scheme, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. The Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue of 2,146,540 equity shares to the eligible employees of the Company by the Employee Stock Purchase Scheme(ESPS) Committee at an exercise price of Rs. 4/- each.

Accordingly, the Company has allotted 1,753,175 shares (FY10: 1,741,435, FY11: 1740) out of 1,764,425 shares issued on March 31, 2009 to the eligible employees. The liability outstanding in respect of employee share purchase outstanding as at March 31, 2013 is Rs. 0.873 million (Previous year Rs. 0.873 million) towards 11,250 (Previous year 11,250) shares to be allotted under ESPS-2009.

3. Leases

Operating lease: company as lessee

The Company has taken various residential/commercial premises/vehicles under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs. 213.17 million (Previous Year Rs 187.74 million). The Company has also taken residential/commercial premises on lease which have non-cancellable period. The future minimum lease payments in respect of such leases are as follows:

4. Accounting for Amalgamation

Merger of NDTV One Holdings Limited with the Company

During the previous fnancial year, he Scheme of Amalgamation ("Scheme") for the merger of the wholly owned subsidiary NDTV One Holdings Limited with the Company under sections 391 to 394 of the Companies Act, 1956 sanctioned by High Court of Delhi became effective from January 01, 2012 all the necessary formalities having been concluded on November 2,2012. The accounts of the Company for the year ended March 31, 2013 include a net expense of Rs.6.1 million related to NDTV One Holdings Limited for the period from April 01, 2012 to November 02, 2012. Further, the accumulated credit balance in the Proft and Loss account of NDTV One Holdings Limited as at March 31, 2012 amounting to Rs 179.09 million ( Out of which Rs 5.6 million pertains to the period January 01,2012 to March 31,2012) has been shown as an adjustment to the Reserves & Surplus as at March 31, 2013.

The salient features of the Scheme were as follows:

a) The entire business and the whole of the undertaking(s), property and liabilities of the Transferor Company was transferred at their respective book values to and vested in the Transferee Company as a going concern so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the Income-tax Act, 1961.

b) The entire share capital of the Transferor Company was directly held by the Transferee Company. Therefore, the Transferee Company has not issued any shares or paid any consideration to the Transferor Company or to its shareholders.

c) The shares of the Transferor Company in relation to the shares held by its members have been automatically cancelled.

d) Accounting treatment: The merger of the Transferor Company with the Transferee Company has been accounted for in accordance with the "Pooling of Interest Method", i.e. the Transferee Company has recorded all the assets and liabilities, including reserves/securities premium and proft and loss of the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Company on the appointed date. The amount by which the aggregate of the book value of assets (other than investments in Transferor Company) of the Transferor Company vested in the Transferee Company exceeded the aggregate of book value of liabilities, reserves after adjustment by way of cancellation of the total amount recorded as investments in the transferor company in the books of the Transferee Company, has been credited to the reserves of the Transferee Company.

5. Segment information

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

6. Related party disclosures

I. Names of related parties and nature of relationship Related parties where control exists

RRPR Holding Private Limited Mrs. Radhika Roy Dr. Prannoy Roy

Subsidiaries (Direct /Indirect)

NDTV Media Limited

NDTV Emerging Market BV (liquidated w.e.f. September 13, 2012)

NDTV Convergence Limited

NDTV Labs Limited

NDTV Lifestyle Holdings Private Limited

NDTV Lifestyle Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

Metronation Chennai Television Limited (Till September 28, 2012)

NDTV One Holdings Limited (merged with the Company w.e.f. November 2, 2012)

NDTV (Mauritius) Multimedia Limited

NDTV Worldwide Mauritius Limited (merged with NDTV (Mauritius) Multimedia Limited w.e.f. March 29, 2013)

NDTV Worldwide Limited

NDTV Ethnic Retail Private Limited (acquired on March 26, 2013)

Joint Venture

NGEN Media Services Private Limited (Till March 28, 2013)

Associate Company

Astro Awani Network Sdn Bhd

Key Management Personnel and their relatives

Dr. Prannoy Roy Executive Co-Chairperson

Radhika Roy Executive Co-Chairperson

K.V.L. Narayan Rao Executive Vice Chairperson

Vikramaditya Chandra Group CEO & Executive Director

III. Other Key Agreements

In order to leverage the existing resources of NDTV and also to ensure economies of scale, the Company has agreements with its subsidiaries, NDTV Labs Limited (Labs), NDTV Convergence Limited, NDTV Worldwide Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the companies have mutually agreed to grant exclusive royalty free licenses to use any programme footage or news content whether created or owned by the Company for up to three minutes subject to such footage/content being used on an NDTV branded channel and have also granted the right of frst refusal to the other companies with respect to licensing of distribution rights to any programme or news content except for programmes which are made specifcally for a third party.

b) Shared Service Agreements under which the Company has agreed to provide specifed shared services on an arms length basis to the group companies. Separate service level agreements (SLA) have been entered into for providing fnance and accounting, management information system, legal and regulatory compliance, human resource and satellite up linking services at a consideration to be ascertained for each specifc service.

c) Cross Channel Promotion Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs will be at agreed rates. The Company has been allotted fxed airtime in lieu of a banner on NDTV.com

7. Capital and other commitments

a) Capital commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of capital advances):

in Rs million

Particulars As at March 31,

2013 2012

Commitments 8.15 9.09

Total 8.15 9.09

b) other commitments

The Company has given a comfort letter to Delta Softpro Pvt Limited and NDTV Networks Limited confrming that the Company shall provide fnancial and operational support to assist that company in meeting its liabilities as and when they fall due, to the extent of Company''s proportion in the share capital of that company.

8. Contingent liabilities

Claims against the Company not acknowledged as debts:

(i) Income Tax Matters: Rs. 219.36 Million (includes Rs 141.11 million in respect of a matter which is an issue pertaining to the entire broadcasting industry)

(ii) Rs. 82.56 million (Previous Year Rs. 82.56 million)

The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

b. The Company has received legal notices of claims / lawsuits fled against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

9. Capital Reduction

During the year, the Board of Directors of the Company have approved a Scheme for reduction of Capital by way of setting off the losses accumulated upto September 30, 2012 amounting to Rs 15,573 Lakhs against the balance in Securities Premium Account as on September 30, 2012 amounting to Rs 50,770 Lakks. The Company has commenced the process of complying with the formailities requried. Pending the approvals/clearances, no effect has been given to the Scheme, which when implemented will have the effect of reducing the negative balance in the statement of proft and loss to nil and the balance in the Securities Premium Account to Rs 35,197 Lakhs.

10. Going concern

Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confdent of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

11. Details of dues to micro and small enterprises as defned under the MSMED Act, 2006 (As Applicable)

During the year the Company has sought status information from its vendors to be able to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the responses received from the vendors , the Company has determined that no information is required to be separately disclosed in this respect:

12. Previous year fgures

The previous years fgures have been reclassifed to conform to the current years'' classifcation.

Mar 31, 2012

1. Corporate information

New Delhi Television Limited (Company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) in India. The Company is in television media and currently operates three news channels (NDTV 24x7, NDTV India & NDTV Profit) in India.

(a) Rights & Restrictions attached to Equity shares

The Company has one class of equity shares having a par value of Rs. 4 per share. Each shareholder is eligible for one vote per share held.

(b) Shares reserved for issue under options

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company, please refer note 31.

i. Rs.579.19 million (Previous year Rs. 672.86 million) secured by way of charge created on all current and future book- debts of the Company. The loan is further secured by way of collateral given on office premises at W-17, GK-I, 2nd floor, New Delhi, FC-10, Sector XVIA, Noida, hypothecation of plant and machinery, equipment and all other fixed assets of the Company-both present & future and fixed deposits against margin for Letter of credit/Bank guarantee.

". Rs. 265.16 million (Previous year Rs 362.04 million) to be secured against the mortgage of property at 207 Okhla Industrial Area, Phase III, New Delhi.

iii. Rs.500.00 million (Previous year Rs. Nil ) secured by way of charge created on all current and future book-debts of the Company. The loan is further secured by way of collateral given on office premises at W-17, GK-I, 2nd floor, New Delhi, FC-10, Sector XVIA, Noida, hypothecation of plant and machinery, equipment and all other fixed assets of the Company-both present & future and fixed deposits against margin for Letter of credit/Bank guarantee.

iv. Rs. 630.00 million (Previous year Rs 629.91 million) secured against fixed deposit amounting to Rs. 674.82 million (Previous year Rs 637.78 million)

Notes:

1. Opening gross block includes amount of Rs.1.38 million in Plant & Machinery (accumulated depreciation of Rs.0.87 million), Rs.44.8 million (accumulated depreciation of Rs.0.94 million) in computers on account of assets on lease, the ownership of which has been transferred during the current financial year.

2. Building includes land appurtenant to the building acquired.

3. Gross Block of Vehicles includes assets aggregating Rs. 23.7 million (previous year Rs.24.98 million) purchased under barter arrangements during the year

4. Gross Block of Land includes assets aggregating Rs.Nil (previous year Rs.13.94 million) purchased under barter arrangements during the year.

5. Gross Block of Plant and Machinery include assets aggregating Rs.4.06 million (previous year Rs.Nil) purchased under barter arrangements during the year.

6. During the year pursuant to the physical verification exercise assets having net block of Rs.2.71 million were identified and written off. The aforesaid net block included office equipments of Rs.0.05 million, Plant & Machinery (Main) of Rs.2.65 million and Plant & Machinery (others) of Rs.0.6 million.

7. As per the scheme of amalgamation ( note 33) the company acquired the gross block of Rs. Nil (previous year Rs.153.08 million) of tangible assets with an accumulated depreciation of Rs.Nil (previous year Rs.27.55 million). The details of assets so acquired is as follows:

Notes:

1. Opening gross block includes amount of Rs.1.87 million (accumulated depreciation of Rs.0.30 million) in computer software on lease, the ownership of which has been transferred during the current financial year.

2. As per the scheme of amalgamation (note 33) the company acquired the gross block of Rs. Nil (previous year Rs.6.04 million) of Intangible assets with an accumulated depreciation of Rs.Nil (previous year Rs.0.77 million). The details of assets so acquired is as follows:

2. Provident Fund

The Company contributed Rs 59.68 million towards provident fund during the year ended March 31,2012 (previous year Rs 55.24 million).

3. Gratuity and other post-employment benefit plans

The Company provides for long term defined benefit schemes of gratuity on the basis of an actuarial valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC). The actuarial valuation of the liability towards the Gratuity Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the Statement of profit & loss as income and expense in the period in which they occur.

4. Employee stock option plans

The Company calculates the employee stock compensation expense based on the intrinsic value method wherein the excess of market price of underlying equity shares as on the date of the grant of options/shares over the exercise price of the options/shares given to employees under the Employee Stock Option Scheme/Employee Stock Purchase Scheme of the Company, is recognized as deferred stock compensation expense and is amortised over the vesting period on the basis of generally accepted accounting principles in accordance with the guidelines of Securities and Exchange Board of India.

Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the then proposed restructuring of the Company and its subsidiaries, to compensate the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004 scheme, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

The Scheme was approved by the shareholders on March 10, 2009 and provides for the issue of 2,146,540 equity shares to the eligible employees of the Company by the Employee Stock Purchase Scheme(ESPS) Committee at an exercise price of Rs. 4/- each.

Accordingly, during the year, the Company has allotted Nil (previous year 11,740) shares out of 1,764,425 shares issued on March 31, 2009 to the eligible employees and transferred the liability outstanding of Rs. Nil (previous year Rs 0.91 million) to securities premium account. The liability outstanding in respect of employee share purchase outstanding as at March 31, 2012 is Rs. 0.873 million (previous year Rs. 0.873 million) towards 11,250 (previous year 11,250) shares to be allotted under ESPS-2009.

5. Leases

Finance lease: company as lessee

Assets taken under leases, where the Company assumes substantially all the risks and rewards of ownership are classified as Finance leases. Such assets are capitalised at the inception of the lease at the lower of fair value or the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on outstanding liability for each period.

Assets taken on leases where significant risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the Profit and Loss Account on a straight line basis over the lease term.

The Company has taken computer equipment, plant & machinery and computer software under finance lease arrangements. The future lease payments in respect of such lease obligations as at March 31, 2012 are as follows:

Operating lease: company as lessee

The Company has taken various residential/commercial premises/Vehicles under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs. 187.74 million (Previous Year Rs 174.98 million). The Company has also taken residential/commercial premises on lease which are non-cancellable period. The future minimum lease payments in respect of such leases are as follows:

6. Accounting for Amalgamation

A) Merger of NDTV Studios Limited (and its Subsidiaries) and NDTV News Limited with the Company.

(i) During the previous financial year, the High Court of Delhi in its order dated November 8, 2010 had approved the Scheme of Arrangement ("Scheme") for the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi Television Media Limited, NDTV Delhi Limited and NDTV News Limited (collectively referred to a 'Transferor Company) into the Company ('Transferee Company') with effect from the appointed date i.e. April 1, 2010. The said order was filed with the Registrar of Companies, Delhi & Haryana on December 17, 2010

(ii) The salient features of the Scheme were as follows:

a) The entire business and the whole of the undertaking(s), property and liabilities of the Transferor Companies were transferred at their respective book values to and vested in the Transferee Company as a going concern in each case so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the Income-tax Act, 1961.

b) The entire share capital of all the Transferor Companies (equity or Compulsorily Convertible Preference Shares (CCPS) as the case may be) was held by the Transferee Company directly or indirectly through its subsidiary company(s). Therefore, the Transferee Company has not issued any shares or paid any consideration to any of the Transferor Companies or to their shareholders.

c) The shares of the Transferor Companies in relation to the shares held by its members have been automatically cancelled.

d) Accounting treatment: The merger of the Transferor Companies with the Transferee Company has been accounted for in accordance with the "Pooling of Interest Method", i.e. the Transferee Company has recorded all the assets and liabilities, including reserves/securities premium and profit and loss of the Transferor Companies vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Companies on the appointed date. The amount by which the aggregate of the book value of assets (other than investments in Transferor Companies) of the Transferor Companies vested in the Transferee Company exceeded the aggregate of book value of liabilities, reserves after adjustment by way of cancellation of the total amount recorded as investments in the merging companies in the books of the Transferee Company, has been credited to capital reserve account of the Transferee Company.

B) Financial Reorganisation of Transferee Company by utilisation of reserves for adjustment of debit balance of profit and loss account.

In accordance with the Scheme, the Company has given effect to the financial reorganisation as provided in the Scheme. The salient features of the financial reorganisation are as follows:

a) The debit balance of the Profit and Loss Account of the Transferee Company as appearing in its audited financial statements for the year ending March 31, 2010 or created pursuant to this Scheme, has been adjusted against the following, in the order specified, to the extent required:

- Capital Reserve created pursuant to the Scheme;

- Revaluation Reserve of the Transferee Company including Revaluation Reserve of the Transferor Companies; and

- Securities Premium Account of the Transferee Company including Securities Premium Account of the Transferor Companies .

7. Segment information

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

8. Related party disclosures

I. Names of related parties and nature of relationship Related parties where control exists

RRPR Holding Private Limited

Mrs. Radhika Roy Dr. Prannoy Roy

Subsidiaries (Direct /Indirect)

NDTV Media Limited

NDTV Emerging Market BV

NDTV Convergence Limited

NDTV Labs Limited

NDTV Lifestyle Holdings Private Limited

NDTV Lifestyle Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

Metronation Chennai Television Limited

NDTV One Holdings Limited

NDTV (Mauritius) Multimedia Limited

NDTV Worldwide Mauritius Limited

NDTV Worldwide Limited

Delta Softpro Pvt Limited

Joint Venture

NGEN Media Services Private Limited

Associate Company

Astro Awani Networks Limited

Key Management Personnel and their relatives

Dr. Prannoy Roy Executive Co-Chairperson

Radhika Roy Executive Co-Chairperson

K.V.L. Narayan Rao Executive Vice Chairperson

Vikramditya Chandra Group CEO & Executive Director

III. Other Key Agreements

In order to leverages the existing resources of NDTV and also to ensure economies of scale, the Company has agreements with its subsidiaries, NDTV Labs Limited (Labs), NDTV Convergence Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the companies have mutually agreed to grant exclusive royalty free license to use any programme footage or news content whether created or owned by company for up to three minutes subject to the same being used in NDTV branded channel and has also granted right of first refusal to the others with respect to licensing of distribution rights to any programme or news content except for programmes which are made specifically for a third party

b) Shared Service Agreements under which the Company has agreed to provide specified shared services on an arms length basis to the group companies. Separate service legal agreements (SLA) have been entered into for providing finance and accounting, MIS, legal and regulatory compliance, human resource, satellite up linking services at a consideration to be ascertained for each specific service.

c) Cross Channel Promotion Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs will be at agreed rates. The Company has been alloted fixed airtime in lieu of banner on NDTV.com

b) Other commitments

The Company has given comfort letter to Metronation Chennai Limited confirming that the Company shall provide financial and operational support to assist that company in meeting its liabilities as and when they fall due, to the extent of Company's proportion in the share capital of that company.

9. Contingent liabilities

a. Bank Guarantees issued for Nil (Previous Year Rs 2.00 million). These have been issued in the ordinary course of business and no liabilities are expected.

b. Claims against the Company not acknowledged as debts: Rs. 82.56 million (Previous Year Rs. 82.56 million). The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such dispute.

c. The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

10. Subsequent events

I. Metronation Chennai Television Limited - MIB Approval

The Company and its Joint Venture Partner M/s. Kasturi and Sons Limited, on 20th August 2011 entered into an agreement with "Educational Trust Company Private Limited" for the sale of 100% of their respective stakes in Metro Nation Chennai Television Limited for a consideration aggregating Rs.1,500 Lacs. Subsequent to close of the financial year ended 31st March 2012, the joint venture has received approval from the Ministry of Information & Broadcasting for the transfer of 100% stake of the Company and its Joint Venture Partner M/s. Kasturi and Sons Limited. The Company and its Joint Venture Partner M/s. Kasturi and Sons Limited are in the process of completing the formalities and transferring the shareholding to Educational Trust Company including change in the directorship.

II. Turner General Entertainment Networks India Private Limited (Formerly NDTV Imagine Limited) - Abrupt shut down of operations

The Company through its subsidiary held a minority stake in Turner General Entertainment Networks India Private Limited (Formerly NDTV Imagine Limited). Pursuant to an abrupt decision by Turner General Entertainment Networks India Private Limited to shut down their channel "Imagine", the Company and the subsidiary of the Company has provided for doubtful debts, diminution in the value of investment and contingencies in the profit and loss account of the financial year 31st March 2012. The Company has engaged lawyers and in the process of seeking a legal opinion available to a minority stake holder in the case of abrupt decision by the management.

11. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 (As Applicable)

During the year the Company has sought status confirmation from its vendors to classify them as Micro, Small and Medium

Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the responses received from the vendors the Company has determined the required disclosures as below:

12. Going concern

Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confident of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

13. Acquisition during the year

During the year, the Company has acquired 100% stake in Delta Softpro Private Limited, with effect from February 24, 2012 ("acquisition date").

14. Previous year figures

Till the year ended 31 March 2011, the Company followed the pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 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. Employee Stock Option PlanÃ ESOP 2004

The Company instituted the Employee Stock Option Plan Ã ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004, approved by the shareholders on September 19, 2005 provides for grant of 4,057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4 each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant. The detail of options granted to employees under the ESOP 2004 is set out below.

In view of the non availability of adequate historical data for the Company, the historical volatility of another entity within the same industry has been considered.

Being the interest rate applicable for maturity equal to the expected life of options based on zero-coupon yield curve for Government Securities.

Vesting period and volatility of the underlying equity shares have been considered for estimation.

Since the average price trend for earlier years was not available as the Company was listed in May 2004, dividend yield has not been considered.

In accordance with the accounting treatment prescribed under the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the liability outstanding as at the March 31, 2011 in respect of Employee Stock Options outstanding is Rs Nil (previous year Rs. Nil). The balance deferred compensation expense is Rs Nil (previous year Rs Nil). The Company has expensed Rs 39 thousand during the previous year as Employee Stock Compensation Expense.

Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the proposed restructuring of the Company and its subsidiaries, the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004, the Company instituted the Employee Stock Purchase Scheme 2009 (the "SchemeÃ) for compensating the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

The Scheme was approved by the shareholders on March 10, 2009 and provides for issue of 2,146,540 Equity Shares to the Eligible employees of the Company by the ESPS Committee at an exercise price of Rs. 4/- each.

Accordingly, during the year the Company has allotted 11,740 (Previous Year 1,741,435) shares out of 1,764,425 shares issued on March 31, 2009 to the eligible employees and transferred the liability outstanding of Rs. 911 thousand (Previous Year Rs 135,222 thousand) to securities premium account. The liability outstanding in respect of Employee share purchase outstanding as at March 31, 2011 is Rs. 873 thousand (Previous year 1,785 thousand) towards 11,250 (Previous Year 22,990) shares to be allotted under ESPS-2009.

2. During the year, the Company and its subsidiaries NDTV Lifestyle Holdings Private Limited ("NLHPSÃ) and NDTV Networks Limited ("NNLÃ) have entered into an agreement with South Asia Creative Assets Limited ("SACALÃ), a subsidiary of Astro All Asia Networks Plc to create a strategic alliance for lifestyle channels in India. Pursuant to the agreement, SACAL has infused $ 40 million in two tranches to gain 49% stake in NLHPS and the balance 51% is held by NNL, a subsidiary of the Company. NLHPS is the holding company of NDTV Lifestyle Limited which operates the NDTV Goodtimes channel.

3. With effect from April 1, 2011, the Company has entered into a 5 year agreement dated March 29, 2011 with Star India Private Limited ("Star IndiaÃ), for exclusive representation for advertising sales for the Companys news channels in India. Accordingly, the existing arrangement for these services with AIDEM Ventures Private Limited has been discontinued.

4. During the year, the Board of Directors of the Company accorded an approval for the simplifcation of the international structure of the NDTV Group by way of merger, liquidation etc of its direct and indirect subsidiaries. Subsequently, 10% direct stake in NDTV BV and 50% stake in Emerging Markets BV has been transferred to NDTV Networks BV. NDTV BV has been merged on October 15, 2010 with NDTV Networks BV. Also, the shares held by NDTV Networks Plc ("NNPLCÃ) in NDTV Lifestyle Limited, NDTV Convergence Limited, NGEN Media Services Private Limited, NDTV Labs Limited and Turner General Entertainment Networks Private Limited has been transferred to step down subsidiaries in India. Accordingly NNPLC has been put under liquidation on March 28, 2011 and control of all the assets and liabilities as at March 28, 2011 has been transferred to the Offcial Liquidator.

5. On April 30, 2010, the Company acquired a 51% stake in NDTV Studios Limited from NDTV Group EmployeesÃÂ´ Trust. Consequently, NDTV Studios Limited has become a 100% subsidiary of the Company. Prior to this acquisition, NDTV

Studios Limited was an associate of the Company. NDTV Studios Ltd is engaged in building studios, production facilities etc. Subsequently, NDTV Studio Limited was merged with the Company w.e.f. April 1, 2010.

6. Scheme of Arrangement

A) Merger of NDTV Studios Limited (and its Subsidiaries) and NDTV News Limited with the Company.

(i) During the year, the Honble High Court of Delhi in its order dated November 8, 2010 has approved the Scheme of Arrangement ("SchemeÃ) for the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi Television Media Limited, NDTV Delhi Limited and NDTV News Limited (collectively referred to a Transferor Company) into the Company (Transferee Company) with effect from the appointed date i.e. April 1, 2010. The said order was fled with the Registrar of Companies, Delhi & Haryana on December 17, 2010.

(ii) The salient features of the Scheme are as follows:

a) The entire business and the whole of the undertaking(s), property and liabilities of the Transferor Companies were transferred at their respective book values to and vested in the Transferee Company as a going concern in each case so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the Income-tax Act, 1961.

b) The entire share capital of all the Transferor Companies (equity or compulsorily convertible preference shares (CCPS) as the case may be) was held by the Transferee Company directly or indirectly through its subsidiary company(s). Therefore, the Transferee Company has not issued any shares or paid any consideration to any of the Transferor Companies or to their shareholders.

c) The shares of the Transferor Companies in relation to the shares held by its members have been automatically cancelled.

d) Accounting treatment: The merger of the Transferor Companies with the Transferee Company has been accounted for in accordance with the "Pooling of Interest MethodÃ, i.e. the Transferee Company has recorded all the assets and liabilities, including reserves/securities premium and profit and loss of the Transferor Companies vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Companies on the appointed date. The amount by which the aggregate of the book value of assets (other than investments in Transferor Companies) of the Transferor Companies vested in the Transferee Company exceeded the aggregate of book value of liabilities, reserves after adjustment by way of cancellation of the total amount recorded as investments in the merging companies in the books of the Transferee Company has been credited to capital reserve account of the Transferee Company.

B) Financial Reorganisation of Transferee Company by utilisation of reserves for adjustment of debit balance of profit and loss account.

(i) In accordance with the scheme, the Company has given effect to the Financial Reorganisation as provided in the scheme. The salient features of the Financial Reorganisation are as follows:

a) The debit balance of the profit and Loss Account of the Transferee Company as appearing in its audited financial statements for the year ending March 31, 2010 or created pursuant to this Scheme, has been adjusted against the following, in the order specifed, to the extent required:

Ã Capital Reserve created pursuant to the Scheme;

Ã Revaluation Reserve of the Transferee Company including Revaluation Reserve of the Transferor Companies (pursuant to the Scheme); and

Ã Securities Premium Account of the Transferee Company including Securities Premium Account of the Transferor Companies (pursuant to the Scheme).

8. Contingent Liabilities not provided for in respect of:

a. Bank Guarantees issued for Rs. 2,000 thousand (Previous Year Rs 2,905 thousand). These have been issued in the ordinary course of business and no liabilities are expected.

b. Corporate Guarantee Rs Nil (Previous Year Ã Rs 80,000 thousand) for partly securing a term loan and working capital facility sanctioned by a bank to a subsidiary Company. This has been issued in the ordinary course of business.

c. Claims against the Company not acknowledged as debts: Rs. 82,564 thousand (Previous Year Rs. 82,564 thousand). The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such dispute.

d. The Company has received legal notices of claims / lawsuits fled against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

12. Segment Reporting

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

IV. Other Key Agreements

In order to leverages the existing resources of NDTV and also to ensure economies of scale, the Company has agreements with its subsidiaries, NDTV Networks Plc (NNPLC), NDTV Labs Limited (Labs), NDTV Convergence Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the companies have mutually agreed to grant exclusive royalty free licence to use any programme footage or news content whether created or owned by company for up to three minutes subject to the same being used in a NDTV branded channel and has also granted right of frst refusal to the others with respect to licensing of distribution rights to any programme or news content except for programmes which are made specifcally for a third party.

b) Shared Services Agreements under which the Company has agreed to provide specifed shared services on an arms length basis to the group Companies. Separate service level agreements (SLA) have been entered into for providing fnance and accounting, MIS, legal and regulatory compliance, human resource, satellite up linking services at a consideration to be ascertained for each specifc service.

c) Cross Channel Promotion Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs will be at agreed rates. The Company has been allotted fixed airtime in lieu of banner on NDTV.com.

(B) State Plans:

The Company deposits an amount determined at a fixed percentage of Basic pay every month to the state administered provident fund for the benefit of the employees. Accordingly, the Companys contribution during the year that has been charged to revenue amounts to Rs. 55,241 thousand (Previous Year Rs. 51,849 thousand).

C) Provision for other Employee benefits:

Provision for other employee benefit represents termination benefits paid/payable as per the policy of the Company

24. Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confdent of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

25. Interest accrued and due amounting to Rs. 3,030 thousand (Previous Year Rs.5,130 thousand) relates to interest for the month of March paid subsequently as the same was not debited by the bank as on March 31st.

26. The transfer pricing study under the Income Tax Act, in respect of transactions with group companies for the year will be completed before the fling of the tax return for the assessment year 2011-12. Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confrms that all international transactions with associate enterprises were undertaken at "Arms length basisÃ.

27. Figures of the previous year have been regrouped wherever necessary to conform to current years fgures. Figures for the current year include those of the merged entities (Note 6 above). Accordingly, the current year fgures are not comparable to those of the previous year.

Mar 31, 2010

1. Employee Stock Option Plan - ESOP 2004

The Company instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004, approved by the shareholders on September 19, 2005 provides for grant of 4,057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4 each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant. The detail of options granted to employees under the ESOP 2004 is set out below.

In accordance with the accounting treatment prescribed under the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the liability outstanding as at the March 31, 2010 in respect of Employee Stock Options outstanding is Rs Nil (previous year Rs. 992 thousand). The balance deferred compensation expense is Rs Nil (previous year Rs 39 thousand). The Company has expensed Rs.39 thousand during the year as Employee Stock Compensation Expense.

The fair value of each stock option granted under ESOP 2004 as on the date of grant has been computed using Black- Scholes Option Pricing Formula and the model inputs are given as under:

2. Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the proposed restructuring of the Company and its subsidiaries, the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for compensating the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

The Scheme was approved by the shareholders on March 10, 2009 and provides for issue of 21, 46,540 Equity Shares to the Eligible employees of the Company by the ESPS Committee at an exercise price of Rs. 4/- each.

Accordingly, during the year the Company has allotted 1,741,435 shares out of 1,764,425 shares issued on March 31, 2009 to the eligible employees and transferred the liability outstanding of Rs 135,222 thousand to securities premium account. The liability outstanding in respect of Employee share purchase outstanding as at March 31, 2010 is Rs.1,785 thousand (Previous year 137,007 thousand) towards shares to be allotted under ESPS-2009.

3. During the year, the Company, through its subsidiary NDTV Networks BV, has bought back Universal Studios International BVs 26 percent indirect stake in its subsidiary NDTV Networks Pic at a consideration of Rs. 580,874 thousands (US$12.5 million), to further consolidate its position. Accordingly, the Company and Universal Studios International BV ("NBCU") agreed, through an agreement dated 14 October 2009, for the buyback of shares of NDTV BV held by Universal Studios International B.V. by NDTV Networks BV. The transactions contemplated in the aforesaid agreement were effected on 27 October 2009.

4. The Company and NDTV Networks Pic, on 8 December 2009, entered into an agreement with Turner Asia Pacific Ventures, Inc. ("TAPV") for the sale of controlling stake in Turner General Entertainment Networks India Limited (Formerly NDTV Imagine Limited - "NDTV Imagine"). Pursuant to the said agreement, NDTV Networks Pic, on 23 February 2010 ("Closing Date"), transferred to TAPV 12,638,592 shares representing 85.68% of the issued and paid up equity share capital of NDTV Imagine on the Closing date resulting in a decrease of NDTV networks Pics stake in NDTV Imagine from 90.68% to 5% for a cash consideration aggregating to US$ 73.48 million. The transaction also involved a further infusion of a sum of US$ 50 million as equity capital in NDTV Imagine by TAPV, which has resulted in further dilution to 3.18%.

5. The Company and NDTV Networks Pic, has entered into a strategic alliance with Scripps Networks Interactive (Scripps), a leading developer of lifestyle-oriented content for television and the internet in the United States and agreed to sell 44% of the present issued equity capital in NDTV Lifestyle Limited held by NDTV Networks Pic for an amount of US$ 35 million. The transaction entails further infusion of capital equivalent to 25% of the equity on a fully diluted basis in NDTV Lifestyle Limited, further to which NDTV Network Pics shareholding in Lifestyle would be reduced to ?r,ÃÂ°/o and Scripps shall hold the balancing 69% stake in Lifestyle. The total transaction value is US$ 55 million. In addition to operating NDTV Good Times, Scripps Networks and the Company plan to launch other lifestyle television channels through the NDTV Lifestyle partnership.

6. During the year, NDTV Networks Pic, an indirect subsidiary of the Company, has repurchased the US$ 100 Million Step up Coupon Bonds due 2012. The Bonds have been repurchased for US$ 72.4 Million financed through bank loans. The repurchase has allowed NDTV Networks Pic to significantly reduce its outstanding borrowings and also to cut down on interest burden. Consequent to the repurchase of the Bonds by NDTV Networks Pic, the restrictive covenants which were applicable have ceased, allowing NDTV Networks Pic and its subsidiaries flexibility for restructuring and financing the businesses including being able to access bank finances for working capital and other requirements. Further, an undertaking to provide a corporate guarantee given by the Company to repay the 40% of the outstanding Bonds has ceased to exist upon re-purchase of the bonds. The transaction has resulted in a gain on buy back amounting to Rs. 12,828 Lacs (US$ 27.60 Million) for NDTV Networks Pic.

Upon completion of transaction of stake sale in NDTV Imagine to TAVP (Refer Note - 4), all the bank loans taken by NDTV Networks Pic to finance the repurchase of bonds are repaid and any corporate guarantee given by the Company on behalf of NDTV Networks Pic in relation to such bank loan has been released. Further, all other undertakings and pledge or lien of the equity share capital of NDTV Imagine Limited, NDTV Lifestyle Limited or NDTV Convergence Limited has also been released upon repayment of such bank loans.

7. The Demerger Committee of the Board of Directors of the Company at its meeting held on April 08, 2010, has approved the withdrawal of the Petition filed before the Honble High Court of Delhi seeking its approval to the Scheme of Arrangement for Demerger of news and non-news businesses of the Group. The aforesaid decision has been taken by the Committee in view of the recent initiatives taken by the NDTV Group with respect to its non-news business, pursuant to which a substantial part of NDTV Groups stake in the non-news entertainment entity NDTV Imagine has been transferred to Turner Asia Pacific Ventures, Inc (Note B-4). Also, an Agreement has been entered into with Scripps Networks Interactive Inc. for the sale of majority stake in NDTV Lifestyle(Note B-5). Further to the aforesaid transfers, the value of the non-news businesses of the group will not be as significant as earlier. Hence, news and non-news holdings of the group continue to be held in the existing entities, instead of getting demerged into separate entities. The Honble High Court of Delhi, in a hearing held on April 08, 2010, has allowed the withdrawal of the Petition filed by the Company for the approval of the Scheme of Arrangement for demerger of its news and non-news businesses.

8. Estimated amount of contracts remaining to be executed on capital account, not provided for (net of capital advances)

9. Contingent Liabilities not provided for in respect of:

i. Bank Guarantees issued for Rs. 2,905 thousand (Previous Year Rs 3,612 thousand). These have been issued in the ordinary course of business and no liabilities are expected.

ii. Corporate Guarantee Rs 80,000 thousand (Previous Year - Rs Nil) for partly securing a term loan and working capital facility sanctioned by a bank to a subsidiary Company.

iii. Claims against the Company not acknowledged as debts: Rs. 82,564 thousand (Previous Year Rs. 82,564 thousand). The amount represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such dispute.

iv. The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

10. Segment Reporting

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

11. Related Party Transactions

I. Names of related parties, where control exists or with whom transactions were carried out during each year and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18.

Subsidiaries (Direct/ Indirect)

1. NDTV Media Limited

2. NDTV News Limited

3. NDTV Emerging Market BV (Formerly Emerging Market 24X7 BV)

4. NDTV BV (Formerly NDTV Networks BV)

5. NDTV Networks BV

6. NDTV Networks PLC

7. NDTV Convergence Limited

8. NDTV Labs Limited

IV. Other Key Agreements

In order to leverage the existing resources of NDTV and also to ensure economies of scale, the Company has agreement with its subsidiaries, NDTV Networks Pic (NNPLC), NDTV Labs Limited (Labs) and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the Companies have mutually agreed to grant exclusive royalty free license to use any program footage or news content whether created or owned by other Company for up to three minutes subject to the same being used in a NDTV branded Channel and has also granted right of first refusal to the others with respect to licensing of distribution rights to any program or news content except for programs which are made specifically for a third party.

b) Shared Services Agreements under which the Company has agreed to provide specified shared services on an arms length basis to the group Companies. Further separate service level agreements (SLA) have been entered for providing Finance and accounting, MIS, Legal and regulatory compliance, Human Resource, Satellite Up linking services etc, at a consideration to be ascertained for each specific service.

c) Cross Channel Promo Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs shall be on agreed rates. The Company has been allotted fixed airtime in lieu of Banner on NDTV.com.

d) NDTV Imagine along with its subsidiaries has entered into an agreement with the Company for termination of certain shared service agreements, co-operation agreements, trademark license agreements, content access agreements, etc. Such termination agreement comes into effect on acquisition of the shares of NDTV Networks Pic in NDTV Imagine by TAPV (Refer Note B-4). Further, the Company has agreed to waive on the Closing Date the sum owed by the NDTV Imagine to pay NDTV aggregating to Rs. 805 lacs (US$ 1.6 million). This amount of waiver to be reimbursed by NDTV Networks Pic to the Company, since the waiver has been provided by the Company to facilitate NDTV Networks Pics stake sale in NDTV Imagine.

12. Operating Leases

i) The Company has taken various residential/commercial premises/Vehicles under cancellable operating leases.

ii) The rental expense for the current year, in respect of operating leases was Rs.197,543 thousand (Previous Year Rs 149,426 thousand).

iii) The Company has also taken residential/commercial premises on lease which are non-cancellable period. The future minimum lease payments in respect of such leases are as follows:

13. The Company has accounted for the long term defined benefits and contribution schemes as under:

(A) Defined Benefits Scheme

The Company provides for long term defined benefit schemes of gratuity on the basis of actuarial valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC). The actuarial valuation of the liability towards the Gratuity Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the profit & loss account as income and expense in the period in which they occur.

(B) State Plans:

The Company deposits an amount determined at a fixed percentage of Basic pay every month to the state administered provident fund for the benefit of the employees. Accordingly, the Companys contribution during the year that has been charged to revenue amounts to Rs 51,849 thousand (Previous Year Rs. 56,762 thousand).

(C) Provision for other Employee Benefits:

14. Income from consultancy in the previous year includes an amount of Rs 241,000 thousand towards services provided by the Company to its subsidiary in connection with the dilution of stake in NDTV Networks Pic through a Shareholders agreement dated 23 May 2008 entered into by the Company, along with its subsidiaries NDTV BV, NDTV Networks BV, and NDTV Networks Pic with NBC Universal Inc. and one of its affiliates Universal Studios International BV (NBCU), for subscription of shares in NDTV BV equivalent to 26% effective indirect stake in NNPLC for an amount of US$150 million. The aforesaid stake has been bought back by the Company through NDTV Networks BV during the year (Note B-3) to further consolidate its position.

15. During the previous year, the Company had revalued its blocks of fixed assets comprising of land & buildings situated at various locations. The said valuation was carried out by an independent valuer based on the prevailing market rate in respect of land and buildings as at March 31, 2009. Accordingly an amount of Rs 74,541 thousand and Rs 155,098 thousand being the appreciation in the value of land and buildings respectively had been accounted for as additions to the gross block of the fixed assets with a corresponding increase in the revaluation reserve for the previous year.

16. The transfer pricing study under the Income Tax Act, in respect of transactions with group companies for the year will be completed before the filing of the tax return for the assessment year 2010-11. Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises were undertaken at "Arms length basis".

17. The Company has entered into a one year agreement on March 29, 2010, effective April 1, 2010 with AIDEM Ventures Private Limited ("AIDEM Ventures"), for advertising sales and marketing services for its channels and provision of other consultancy services. AIDEM Ventures is a new media company set up by L.S. Nayak, who was earlier the CEO of NDTV Media Limited. Following this, the Company has discontinued its existing arrangement with NDTV Media Limited for these services.

18. Interest accrued and due amounting to Rs. 5,130 thousand relates to interest for the month of March, 2010 paid subsequently on April 7, 2010 as the same was not debited by the bank as on March 31, 2010.

19. Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confident of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

20. The Board of Directors in their meeting held on April 30, 2010 accorded an in-principle approval to the Scheme of Amalgamation ("Scheme") for the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi Television Media Limited, NDTV Delhi Limited and NDTV News Limited into the Company. Further, the Reorganization Committee of the Board of Directors of the Company has been authorised to make changes / amendments, if any required in the Scheme and finalize the same and take all steps necessary to give effect to the aforesaid amalgamation.

21. Figures of the previous year have been regrouped wherever necessary to conform to current years figures.

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