Notes to Accounts of Zee Media Corporation Ltd.

Mar 31, 2025

k Provisions, contingent liabilities and contingent
assets

The Company recognizes provisions when a present
obligation (legal or constructive) as a result of a
past event exists and it is probable that an outflow
of resources embodying economic benefits will be
required to settle such obligation and the amount of
such obligation can be reliably estimated. Provisions
are not recognised for future operating losses.

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

A disclosure for a contingent liability is made when
there is a possible obligation or a present obligation
that may, but probably will not require an outflow
of resources embodying economic benefits or the
amount of such obligation cannot be measured
reliably. When there is a possible obligation or a
present obligation in respect of which likelihood of
outflow of resources embodying economic benefits
is remote, no provision or disclosure is made.

Contingent assets are not recognised in the
standalone financial statements, however they are

disclosed where the inflow of economic benefits
is probable. When the realization of income is
virtually certain, then the related asset is no longer
a contingent asset and is recognised as an asset.

l Revenue recognition

(i) Revenue from contract with customers

Revenue from contract with customers is
recognised when control of the goods or services
is transferred to the customer at an amount that
reflects the consideration to which the Company
expects to be entitled in exchange for those
goods or services. When the Company acts in the
capacity of an agent rather than as the principal
in a transaction, the revenue recognised is the net
amount of commission earned by the Company.

Revenue from advertisement

Revenue from advertisement is recognized
when advertising benefits are transferred to the
customer i.e. when each advertisement is aired
as per the contract terms.

Revenue is measured based on the transaction
price, which is the consideration, adjusted for
discounts and incentives if any, as specified in
the contract with the customer. Revenue also
excludes taxes collected from the customers.

Revenue from subscription

Revenue from subscription is recognized over
time on performance of television broadcasting
service to subscribers as per the terms of the
contract.

Revenue from sale of television programs
and content including program feeds is
recognized at a point in time, when the control
of television programs and content is transferred
to the customer involving single performance
obligation, which is generally at the point of
delivery as per the terms of the contract. Revenue
from sale of content is recognized over time,
where the customer simultaneously receives and

consumes the benefits provided by the entity''s
performance as the entity performs.

Revenue from channel management fee is

recognized over a period of time on performance
of obligation as per the terms of the contract.

Variable consideration

If the consideration promised in a contract includes
a variable amount, the Company estimates the
amount of consideration to which the Company
will be entitled in exchange for transferring the
promised goods or services to the customer.
Where customers are provided with discounts,
rebates etc., such discounts and rebates will
give rise to variable consideration. The Company
follows the ''most likely amount'' method in
estimating the amount of variable consideration.

Contract balances

Contract assets

Contract asset is recognised where there is
excess of revenue earned over billing done.
Contract asset is classified as unbilled revenue
where there is unconditional right to receive
cash and only passage of time is required as per
contractual terms.

Contract liabilities

A contract liability is the obligation to transfer
goods or services to a customer for which the
Company has received consideration from the
customer. If a customer pays consideration
before the Company transfers goods or services
to the customer, a contract liability is recognised.
Contract liabilities are recognised as revenue
when the Company performs under the contract.

Trade receivables

A receivable represents the Company''s right to
an amount of consideration under the contract
with a customer that is unconditional and
realizable on the due date.

Arrangements with Multiple Performance
Obligations

The Company''s contracts with customers may
include multiple performance obligations. For
such arrangements, the Company allocates
revenue to each performance obligation based
on its relative standalone selling price, which
is generally determined based on the price
charged to customers.

(ii) Interest income is recognized using the effective
interest rate (EIR) method, which is the rate
that exactly discounts the estimated future
cash receipts through the expected life of the
financial assets.

m Retirement and other employee benefits

(i) The Company operates both defined benefit and
defined contribution schemes for its employees.

For defined contribution schemes the amount
charged as expense is equal to the contributions
paid or payable when employees have rendered
services entitling them to the contributions.

For defined benefit plans, actuarial valuations
are carried out at each balance sheet date using
the Projected Unit Credit Method. All such plans
are unfunded.

All expenses represented by current service cost,
past service cost, if any, and net interest on the
defined benefit liability/ (asset) are recognized
in the standalone statement of profit and loss.
Remeasurements of the net defined benefit liability/
(asset) comprising actuarial gains and losses
(excluding interest on the net defined benefit liability/
asset)) are recognised in Other Comprehensive
Income (OCI). Such remeasurements are not
reclassified to the standalone statement of profit
and loss, in the subsequent periods.

(ii) Other long-term employee benefits: The Company
has a policy on compensated absences which
are both accumulated and non-accumulated.
The expected cost of accumulated compensated
absences is determined by actuarial valuation

performed by an independent actuary at each
balance sheet date using projected unit credit
method on the additional amount expected to be
paid/availed as a result of the unused entitlement
that has accumulated at the balance sheet date.
Expense on non-accumulated compensated
absences is recognized in the period in which the
absences occur.

The Company presents the leave as a current
liability in the balance sheet, to the extent it
does not have an unconditional right to defer its
settlement for twelve months after the reporting
date. Where Company has the unconditional
legal and contractual right to defer the
settlement for a period beyond twelve months,
the same is presented as non-current liability.

(iii) Short-term employee benefits: All employee
benefits payable wholly within twelve months
of rendering the service are classified as short
term employee benefits and they are recognized
in the period in which the employee renders the
related service. The Company recognizes the
undiscounted amount of short-term employee
benefits expected to be paid in exchange for
services rendered as a liability.

n Transactions in foreign currency

The functional currency of the Company is Indian

Rupee (?) which is also the presentation currency. All

other currencies are accounted as foreign currency.

(i) Foreign currency transactions are accounted at
the exchange rates prevalent on the date of such
transactions.

(ii) Foreign currency monetary items are translated
using the exchange rate prevalent at the
reporting date. Exchange differences arising on
settlement of monetary items or on reporting
such monetary items at rates different from
those at which they were initially recorded during
the year, or reported in previous standalone
financial statements are recognised as income
or as expense in the period in which they arise.

(iii) Non-monetary foreign currency items are carried
at historical cost and translated at the exchange
rate prevalent at the date of transaction.

o Income taxes

Tax expense comprises of current and deferred tax.

(i) Current tax

Current tax is the amount of income taxes payable
in respect of taxable profit for a period. Current tax
for current and prior periods is recognized at the
amount expected to be paid to or recovered from
the tax authorities, using the tax rates and tax laws
that have been enacted or substantively enacted by
the balance sheet date. Management periodically
evaluates positions taken in the tax returns with
respect to situations in which applicable tax
regulations are subject to interpretation and
establishes provisions where appropriate.

(ii) Deferred tax

Deferred tax assets and liabilities are recognized
for all temporary differences arising between
the tax bases of assets and liabilities and their
carrying amounts in the standalone financial
statements except when the deferred tax arises
from the initial recognition of an asset or liability
that effects neither accounting nor taxable profit
or loss at the time of transition. Deferred tax
assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable
that the related tax benefit will be realized.

Deferred tax assets and liabilities are measured
using tax rates and tax laws that have been enacted
or substantively enacted by the balance sheet date
and are expected to apply to taxable income in the
years in which those temporary differences are
expected to be recovered or settled.

Deferred tax assets and liabilities are offset
when there is a legally enforceable right to
offset current tax assets and liabilities and

when the deferred tax balances relate to the
same taxation authority. Current tax assets and
tax liabilities are offset where the entity has a
legally enforceable right to offset and intends
either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.

(iii) Presentation of current and deferred tax

Current and deferred tax is recognised in the
standalone statement of profit and loss, except
to the extent that it relates to items recognised
in other comprehensive income or directly in
equity. In this case, the tax is also recognised
in other comprehensive income or directly in
equity, respectively.

p Earnings per share

Basic earnings per share is calculated by dividing
the net profit or loss (excluding other comprehensive
income) for the year attributable to equity shareholders
by the weighted average number of equity shares
outstanding during the year. The weighted average
number of equity shares outstanding during the year
is adjusted for events such as bonus issue, bonus
element in a right issue, shares split and reserve
share splits (consolidation of shares) that have
changed the number of equity shares outstanding,
without a corresponding change in resources. For the
purpose of calculating diluted earnings per share,
the net profit or loss (excluding other comprehensive
income) for the year attributable to equity share
holders and the weighted average number of shares
outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.

q Exceptional items

Certain occasions, the size, type, or incidences of the
item of income or expenses pertaining to the ordinary
activities of the Company is such that its disclosure
improves the understanding of the performance of
the Company, such income or expenses is classified
as an exceptional item and accordingly, disclosed in
the standalone financial statements.

r Non-current assets held for sale

Non-current assets and disposal groups classified
as held for sale are measured at the lower of their
carrying value and fair value less costs to sell.

Assets and disposal groups are classified as held for
sale if their carrying value will be recovered through
a sale transaction rather than through continuing
use. This condition is only met when the sale is
highly probable and the asset, or disposal group, is
available for immediate sale in its present condition
and is marketed for sale at a price that is reasonable
in relation to its current fair value. The Company
must also be committed to the sale, which should be
expected to qualify for recognition as a completed
sale within one year from the date of classification.

2.3 Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued
from time to time. For the year ended 31 March 2025,
MCA has notified Ind AS - 117 Insurance Contracts and
amendments to Ind AS 116 - Leases, relating to sale and
leaseback transactions w.e.f. April 1, 2024. The Company
has reviewed the new pronouncements and based on
its evaluation has determined that it does not have any
significant impact in its standalone financial statements.

3 Critical accounting judgment and estimates

The preparation of standalone financial statements in
conformity with Ind AS requires the management to make
estimates, assumptions and exercise judgement in applying
the accounting policies that affect the reported amount of
assets, liabilities and disclosure of contingent liabilities
at the date of standalone financial statements and the
reported amounts of income and expenses during the year.

The Management believes that these estimates are prudent
and reasonable and are based on the Management''s best
knowledge of current events and actions. Actual results
could differ from these estimates and differences between
actual results and estimates are recognised in the periods

in which the results are known or materialized.

This note provides an overview of the areas that involves
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.

a Contingencies

In the normal course of business, contingent
liabilities may arise from litigation and other claims
against the Company. Potential liabilities that have a
low probability of crystallizing or are very difficult to
quantify reliably, are treated as contingent liabilities.
Such liabilities are disclosed in the notes but are not
recognized.

b Useful lives and residual values

The Company reviews the useful lives and residual
values of property, plant and equipment, ROU assets
and intangible assets at each financial year end. The
lives are based on historical experience with similar
assets as well as anticipation of future events which
may impact their life.

c Impairment testing

(i) Impairment of financial assets

The impairment provisions for financial assets
disclosed 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.

(ii) Impairment of non-financial assets

Impairment exists when the carrying value of an
asset or cash generating unit (CGU) exceeds its
recoverable amount, which is the higher of its fair
value less costs of disposal and its value in use.
The fair value less costs of disposal calculation

is based on available data from binding sales
transactions, conducted at arm''s length, for
similar assets or observable market prices less
incremental costs for disposing of the asset. The
value in use calculation is based on a DCF model.
The cash flows are derived from the budget for
the future years and do not include restructuring
activities that the Company is not yet committed
to or significant future investments that will
enhance the asset''s performance of the CGU
being tested. The recoverable amount is sensitive
to the discount rate used for the DCF model as
well as the expected future cash-inflows and the
growth rate.

d Income taxes

(i) The Company''s tax charge is the sum of the
total current and deferred tax charges. The
calculation of the Company''s total tax charge
necessarily involves a degree of estimation and
judgment in respect of certain items whose tax
treatment cannot be finally determined until
resolution has been reached with the relevant
tax authority or, as appropriate, through a
formal legal process.

(ii) Accruals for tax contingencies require
management to make judgments and estimates
in relation to tax related issues and exposures.

(iii) The recognition of deferred tax assets is based
upon whether it is more likely than not that
sufficient and suitable taxable profits will be
available in the future against which the reversal
of temporary differences can be deducted.
Recognition therefore involves judgment regarding
the future financial performance of the Company.

e Fair value of financial instruments

The fair value of financial instruments that are not
traded in an active market is determined using
valuation techniques. In applying the valuation
techniques, management makes maximum use of
market inputs and uses estimates and assumptions

that are, as far as possible, consistent with
observable data that market participants would use
in pricing the instrument. Where applicable data is
not observable, management uses its best estimate
about the assumptions that market participants
would make. These estimates may vary from the
actual prices that would be achieved in an arm''s
length transaction at the reporting date. For details
of the key assumptions used and the impact of
changes to these assumptions refer note 45.

f Defined benefit obligation

The cost of post-employment and other long term
benefits is determined using actuarial valuations.
An actuarial valuation involves making various
assumptions that may differ from actual developments
in the future. These include determination of discount
rates, expected rate of return on assets, future salary
increases and mortality rates. Due to the complexities
involved in the valuation and its long term nature,
a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are
reviewed at each reporting date. The assumptions
used are disclosed in note 46.

g Leases

Ind AS 116 requires lessees to determine the lease
term as the non-cancellable period of a lease
adjusted with any option to extend or terminate
the lease, if the use of such option is reasonably
certain. The Company makes an assessment on the
expected lease term on a lease-by-lease basis and
thereby assesses whether it is reasonably certain
that any options to extend or terminate the contract
will be exercised. In evaluating the lease term, the
Company considers factors such as any significant
leasehold improvements undertaken over the
lease term, costs relating to the termination of the
lease and the importance of the underlying asset
to the Company''s operations and the availability
of suitable alternatives. The lease term in future
periods is reassessed to ensure that the lease term
reflects the current economic circumstances.

a) Unsecured Redeemable Non-Convertible Debentures (NCD) carry coupon of 10% per annum, payable quarterly and are
redeemable at par, at the end of eight years from the date of allotment, with early redemption option to both, the Company
and the Issuer.

b) Compulsorily Convertible Debentures (CCD) have a tenure of eighteen years from the date of allotment i.e. 29 June 2036. The
Company has an option to convert the CCD into equity shares of '' 10 each in the ratio of 1:1 at any time after initial period of
eighteen months, but within eighteen years from the date of allotment.

c) Impairment assessment

In accordance with Ind AS 36 "Impairment of Assets", management tested investments made in equity shares and Compulsorily
Convertible Debentures (CCDs) of its associates for impairment. During the previous year, based on the valuation of investment
in associates carried out by an independent valuer, the company had provided '' 109.60 million and '' Nil towards impairment
in the value of investment in Today Merchandise Private Limited (TMPL) and Today Retail Network Private Limited (TRNPL) in
addition to '' 404.80 million and '' 29.02 million provided in earlier years towards impairment in value of investment in TMPL
and TRNPL respectively.

The recoverable amount of investments in TMPL and TRNPL for impairment testing was determined using the fair value
approach wherein the fair value had been derived using the Net Asset Value (NAV) method. Based on the NAV method, the fair
market value of the investments in TMPL and TRNPL was determined to be Nil. The NAV approach calculates the value of the
investment by considering the net assets of the company, which includes its assets and liabilities.

d) Optionally convertible debentures (OCDs) have a tenure of 9 years from the date of allotment. The OCDs are convertible
into equity shares of '' 10 each in the ratio of 1:1,000,000 within 9 years from the date of allotment or at the option of the
issuer, whichever is earlier. These OCDs were issued to the Company upon conversion of unsecured loan given to and trade
receivables from Indiadotcom Digital Private Limited (formerly Rapidcube Technologies Private Limited).

As per the records of the Company, including its register of shareholders/ members and other declaration received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial
ownership of shares.

iv) The Company has not issued any bonus shares or bought back any shares or issued shares for consideration other
than cash during five years preceding 31 March 2025. However, the Company during the financial year ended 31
March 2022, had converted 154,639,175 Compulsorily Convertible Preference Shares (issued for consideration other
than cash during the year ended 31 March 2021) into equivalent number of equity shares.

v) The Company had instituted an Employee Stock Option Plan (ZNL ESOP 2009) as approved by the Board of Directors and
Shareholders of the Company in 2009 and amended from time to time for issuance of stock options convertible into equity
shares not exceeding in the aggregate 5% of the issued and paid up capital of the Company as at 31 March 2009 i.e. up
to 11,988,000 equity shares of '' 1 each, to the employees of the Company as well as that of its subsidiaries and also to
the directors (excluding independent director) of the Company at the market price determined as per the Securities and

Nature of security and terms of repayment for borrowings:

i) 2300 Unrated, unlisted, secured, redeemable Non Convertible Debentures (NCDs) of '' 1,000,000 each were issued at par
carrying coupon @ 9% per annum payable on a half-yearly basis, commencing from 1 July 2021 and carried Call / Put Option
during exercise period by issuing a notification of such exercise pursuant to which the Company will redeem all the NCDs in
full at their outstanding amount (including all accrued but unpaid interest) on the Call Option Date. NCDs were secured by
way of second charge on the entire movable fixed assets and immovable assets, current assets including receivables (present
and future) and first exclusive charge over the designated account (in which the amounts due and payable to the debenture
holder''s are to be deposited) of the Company (other than debenture accounts) and were repayable in half-yearly instalments
commencing from July 2021 and ending in July 2025 with each such payment reducing the face value of the NCDs by the
amount paid. The final principal repayment schedule to ensure Yield to Maturity of 12.26% per annum on XIRR basis on the
face value of each Debenture. However, the Company and the Debenture Trustee have entered into supplemental debenture
trust deeds and accordingly these NCDs have been redeemed during the year.

(e) The Company has recognised deferred tax asset on unused tax loss to the extent it is probable that taxable profits will
be available against which such deferred tax assets can be utilized. The recognition of deferred tax assets is based on
projected-revenue estimates and management believes that these assets would be fully recovered within statutory
time limits.

Further, the Company has not recognized deferred tax asset of '' 926.67 million (31 March 2024: '' 699.44 million)
on carried forward business losses, including unabsorbed depreciation of '' 793.57 million (31 March 2024 : Nil) and
long-term capital loss of '' 3,177.22 million (31 March 2024: '' 3,057.01 million) which are available for set off against
future taxable income.

#Income tax demands mainly include appeals filed by the Company before various appellate authorities against the disallowance
of expenses / claims and demand related to non-deduction / short deduction of tax at source etc. The management is of the
opinion that its tax cases will be decided in its favour and hence no provision is considered necessary at this stage. Further the
Company is in process of rectification of demands related to non-deduction / short deduction of tax at source and post rectification
there will not be any demands related to non-deduction / short deduction of tax at source hence no provision is required.

^AThe Company has received legal notices of claims/law suits filed against it relating to infringement of copyrights, defamation
suits etc. in relation to programs telecasted / other matters. The claim amount is based on best possible estimate arrived at
on the basis of available information. The Company has engaged reputed advocates to protect its interest and has been advised
that it has strong legal position against such disputes. In the opinion of the management, no material liability is likely to arise
on account of such claims / law suits.

^AASecured against subservient charge by way of hypothecation of the Company''s entire inventories if any, other movable
assets and entire movable fixed assets (excluding investment).

37. Micro, Small and Medium Enterprises

On the basis of information provided by the parties and available on record, the Company has no dues/payables to
micro and small enterprises as at 31 March 2025 and 31 March 2024 under the Micro, Small and Medium Enterprises
Development Act, 2006 ("the Act”). Further, there is no interest paid / payable to micro and small enterprises as at 31
March 2025 and 31 March 2024.

38. Information required under Section 186(4) of the Companies Act, 2013

During the year, the Company has not given any loans, provided security or guarantee to any body corporate. Further
there are no investments made by the Company other than those disclosed in Note 7 of the standalone financial
statements.

39. The Management is of the opinion that its international transactions for the current as well as previous year are at
arm''s length and that the transfer pricing legislation will not have any impact on these standalone financial statements,
particularly on amount of tax expense and that of provision for taxation.

40. Disclosure as required by Schedule V(A) (2) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015

During the year, no loans and advances were given to subsidiaries, associates or firm / company in which directors are
interested.

42. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company has a Corporate Social
Responsibility (''CSR'') Committee. CSR spend is charged to the standalone statement of profit and loss under "Other
expenses" in line with ICAI Guidance Note issued in May 2015.

43. Segment information

The Company has only one identifiable business segment viz. News Publishing and Broadcasting Business.

44. Dividend paid and proposed

No dividend on equity shares is paid or proposed by the Board of Directors for the year ended 31 March 2025 and
31 March 2024.

45. Financial instruments

A Financial risk management objective and policies

The Company''s principal financial liabilities comprise borrowings, lease liabilities, trade and other payables. The main
purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets
include investments, trade and other receivables and cash and bank balances.

The Company is exposed to market risk, credit risk and liquidity risk. The Board provides guidance for overall risk-
management, as well as policies covering specific areas such as credit risk, liquidity risk and investment of excess liquidity.

(i) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Company''s income or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters,
while optimizing the return. The sensitivity analysis excludes the impact of movements in market variables on
the carrying value of post-employment benefit obligations and on the non-financial assets and liabilities. The
sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks.
Financial instruments affected by market risk includes borrowings, deposits and other financial instruments.

1 Interest rate risk

This refers to risk to Company''s cash flow and profits on account of movement in market interest rates.

For the Company the interest risk arises mainly from interest bearing borrowings which are at floating
interest rates. To mitigate interest rate risk, the Company closely monitors market interest and as appropriate
makes use of optimized borrowing mix / composition. Non-convertible debentures and vehicle loans carry
fixed coupon rate and hence not considered for calculation of interest rate sensitivity of the Company.

2 Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market
prices. The Company is exposed to foreign exchange risk on their receivables and payables which are mainly
held in the United State Dollar ("USD"), the Euro ("EUR"), and the Great Britain Pound ("GBP"). Consequently,
the Company is exposed primarily to the risk that the exchange rate of the Indian Rupees ("INR") relative to
the USD, the EUR, GBP may change in a manner that has an effect on the reported values of the Company''s
assets and liabilities that are denominated in these foreign currencies. Exchange rate exposures are not
hedged considering the insignificant impact and period involved on such exposure.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations and arises principally from the Company''s receivables from customers, deposits
given, investments and balances at bank. The Company measures the expected credit loss of trade receivables
based on financial conditions / market practices, credit track record in the market, analysis of historical bad
debts and past dealings for extension of credit to customers. Individual credit limits are set accordingly. The
Company monitors the payment track record of the customers and ageing of receivables. Outstanding customer
receivables are regularly monitored. The Company considers the concentration of risk with respect to trade
receivables as low, as its customers are located in several jurisdictions and industries and operate in largely
independent markets. The Company has also taken advances from some of its customers, which mitigate the
credit risk to an extent.

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or
at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities -
borrowings, lease liability, trade payables and other financial liabilities. The Company''s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company''s reputation. The Company manages liquidity risk by maintaining adequate reserves, by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.
It maintains adequate sources of financing including loans, debt and overdraft from banks. It also enjoys strong
access to domestic capital markets across various debt instruments.

(ii) Fair value hierarchy

The fair values of the financial assets and liabilities are the amount that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which
fair values are disclosed in the standalone financial statements. To provide an indication about the reliability of
the inputs used in determining fair value, the Company has classified its financial instruments into three levels
prescribed under the Indian Accounting Standards. An explanation for each level is given below.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included
in this level.

(b) The fair values of non-current financial assets and liabilities and long term borrowings are based on
discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair
value hierarchy due to the use of unobservable inputs.

(c) The carrying amounts of trade receivables, cash and bank balances, current borrowings, trade payables and
other financial liabilities are considered to be approximately equal to the fair value due to the short-term
maturities of these financial assets / liabilities.

(d) There have been no transfers between level 1, level 2 and level 3 for the years ended 31 March 2025 and 31
March 2024.

46. Gratuity and other long-term benefit plans

The disclosures of employee benefits as defined in the Ind AS 19 - "Employee Benefits” are given below:

(a) Defined contribution plan:

"Contribution to provident and other funds" is recognized as an expense in note 26 "Employee benefits expense" of
the standalone financial statements.

(b) The present value of obligation is determined based on actuarial valuation using the projected unit credit method,
which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The obligation for gratuity is non funded.

Notes:

(a) The amount recognized as expenses and included in the note 26 ''Employee benefits expense'' are gratuity
'' 30.50 million (31 March 2024: '' 30.32 million) and leave encashment '' 25.36 million (31 March 2024:
'' 29.77 million). Net interest cost on defined benefit obligation recognized in note 27 ''Finance costs'' is '' 15.65
million (31 March 2024: '' 14.17 million). The remeasurement of the net defined benefit liability is included in
other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation,
seniority, promotion, past experience and other relevant factors including demand and supply in the
employment market.

VIII. The Company is exposed to various actuarial risks which are as follows:

(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates
will result in an increase in the ultimate cost of providing the defined benefit and will thus result in an
increase in the value of the liability.

(b) Liquidity risk - This is the risk that the Company is not able to meet the short-term benefit payouts. This
may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid
assets not being sold in time.

(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan
participants from the rate of increase in salary used to determine the present value of obligation will have a
bearing on the plan''s liability.

(d) Demographic risk - The Company has used certain mortality and attrition assumptions in valuation of the
liability. The Company is exposed to the risk of actual experience turning out to be worse as compared to the
assumptions.

(c) Other long term benefits

The obligation for leave benefits (non funded) is also recognized using the projected unit credit method and accordingly
the long term paid absences have been valued.

47. Collateral / security pledged / hypothecated

The carrying amount of assets pledged / hypothecated as security for current and non-current borrowings of the Company
are as under:

48. Related party disclosures
(A) List of parties:

(i) Wholly owned subsidiaries

- Zee Akaash News Private Limited

- Indiadotcom Digital Private Limited (formerly Rapidcube Technologies Private Limited)

- Zee Media Inc#

- Pinews Digital Private Limited#

# The Company has incorporated two Wholly Owned Subsidiary Companies viz. ‘Zee Media Inc'' on April 4, 2024,
in the State of Delaware, United States of America and Pinews Digital Private Limited on July 03, 2024 in India.
Further, due to pending approvals for Overseas Direct Investment (ODI), no investment has been made by the
Company in Zee Media Inc till 31 March 2025.

(ii) Associates

- Today Merchandise Private Limited (extent of holding 49%)

- Today Retail Network Private Limited (extent of holding 49%)

(iii) Key Management Personnel / Directors

a) Executive director and Chief Financial Officer - Dinesh Kumar Garg

b) Non-executive directors - Amitabh Kumar, Raj Kumar Gupta, Surender Singh, Susanta Kumar Panda,
Swetha Gopalan, Purushottam Vaishnava (ceased w.e.f. 25 November 2024), Vikas Garg ( Appointed w.e.f. 26
October 2024)

c) Other Key Management Personnel - Ranjit Srivastava (Company Secretary), Abhay Ojha (Chief Executive
Officer) (Appointed w.e.f. 02 May 2023 and ceased w.e.f 04 May 2024), Karan Abhishek Singh (Chief Executive
Officer ) (Appointed w.e.f 10 July 2024)

(iv) Other related parties with whom transactions have taken place during the year and balance outstanding as at
year end:

Creantum Security Solutions Private Limited, Digital Subscriber Management and Consultancy Services Private
Limited, Diligent Media Corporation Limited, Subhash Chandra Foundation, Essel Corporate LLP, Ez-Mall Online
Limited, Pan India Network Limited, EZ- Buy Private Limited, Omnitrade Marketing Services Private Limited,
Altilis Technologies Private Limited

50. Going Concern

The Company has incurred a loss of '' 1,003.46 million for the year ended 31 March, 2025, and the Working Capital stands
negative as at that date. To address the same, the Company has been taking various steps including cost rationalization
measures and has obtained credit period extension to discharge some of its contractual obligations. Further, the Company
has met all its debt and interest obligations payable to its lenders / banks and financial institutions and has a healthy net
worth as at 31 March, 2025. As mentioned in note 52(a), the Company has received warrant subscription price against
allotment of fully convertible warrants. Additionally, the Board of the Company has also approved raising funds by issuance
of 5% coupon, unsecured, unlisted, FCCBs up to USD 46,590,000, with a maturity of 10 years on a private placement basis,
as mentioned in note 52(c). Further, as mentioned in note 52(b), subject to Order of the Hon''ble DRT and other courts,
the Company expects receiving the balance monies towards 135,000,000 share warrants issued to a Promoter Group
entity. The Company''s business plan for the next financial year, as approved by the Board of Directors, exhibits plans to
secure higher revenues thereby improving operational cash flows. The Company believes that the above capital infusion in
addition to the cost rationalisation measures along with business plan will enable it to settle its liabilities as they fall due,
and accordingly, these standalone financial statements have been prepared on a going concern basis.

51. Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the Non-Convertible
debentures of Diligent Media Corporation Limited ("DMCL") and subsequent to the discharge of the liability by the
Company under the said Corporate Guarantee, an amount of '' 2,900.00 million was recoverable by the Company from
DMCL, in addition to other receivables of '' 193.03 million. Post discussions, the Company and DMCL proposed to settle
the entire outstanding amount of '' 3,093.03 million, by - transfer / assignment of Identified Trademarks of DMCL valued
at '' 1,700 million, cash payment of '' 120 million, and writing off of the balance amount of '' 1,273.31 million. The Board
of Directors of both the companies had approved the draft Settlement Agreement inter-alia containing the detailed terms
of Settlement. The said settlement terms were approved by the shareholders of the Company and were also approved by
the shareholders of DMCL on 30 September, 2022. Upon receipt of the requisite approvals, the Company, during the year
ended 31 March, 2023, had entered into the said settlement agreement with DMCL, which was subject to transfer of all
rights, clear title and interest in the identified trademarks of DMCL to the Company. As per the said settlement agreement,
the Company had received the payment of '' 120.00 million from DMCL, written off receivables (against provision made
during the financial year 2021-22) of '' 1,273.31 million during the year ended 31 March, 2023.

Subsequently, the Companies executed addendums / documents with respect to the settlement agreement, affirming
that the Company will have exclusive rights over the Identified Trademarks and DMCL shall take all steps to transfer the
clear title pertaining to the Identified Trademarks to the Company. Basis the execution of aforementioned documents, the
Company had recognised the Identified Trademarks as an intangible asset during the year ended 31 March, 2024.

52. a) The Board of Directors of the Company, at its meeting held on 27 September, 2024, approved issuance of fully

convertible Warrants on preferential basis for an amount not exceeding '' 2,000 million. Upon receipt of requisite
approvals and receipt of 25% of the Warrant Issue Price (''Warrant Subscription Price''), aggregating to '' 500 million,
the Company allotted 133,333,333 (Thirteen Crores Thirty-Three Lakhs Thirty Three Thousand Three Hundred and
Thirty Three Only) fully convertible warrants on a preferential basis to three Foreign Portfolio Investors (''FPIs'')
(forming part of the Non-Promoter / Non-Promoter Group category) on 7 November, 2024. The allotment of these
Warrants entitles the Allottees to seek conversion of the Warrants in one or more tranches, within a maximum period
of 18 months from the date of allotment of the Warrants, upon payment of Warrant Exercise Price of '' 11.25/- per
Warrant (which is 75% of the Warrant Issue Price) into fully paid-up Equity Share of the Company on a 1:1 basis, at a
price of '' 15/- per share (including a premium of '' 14/- per share), against each Warrant.

b) The Company had allotted 135,000,000 warrants on 5 January, 2022 to Asian Satellite Broadcast Private Limited,
a Promoter Group entity, on a preferential basis, at an issue price of '' 12.20 per warrant (including premium of ''
11.20), in terms of applicable provisions. The said Warrants were inter-se transferred to Elitecast Media Limited
(''Elitecast''), another promoter group entity. Subsequently, Elitecast informed that pursuant to the Order(s) passed
by Hon''ble Delhi High Court, Debt Recovery Tribunal (DRT) and other courts, Elitecast had been directed to maintain
status quo in respect of the said Warrants and accordingly upon advise of the Board, the Company filed appropriate
application with SEBI to seek relaxation / extension for receiving the Warrant Exercise Price from Elitecast. SEBI vide
its communication dated 24 August, 2023 had advised the Company that it may seek the said relaxation/extension
post final Order of Hon''ble DRT in the said matter and the Company to abide by directions of Hon''ble DRT in this
regard.

c) The Board of Directors of the Company, at its meeting held on 08 April, 2025, inter-alia approved raising funds by
issuance of 5% coupon, unsecured, unlisted, Foreign Currency Convertible Bonds (''FCCBs'') up to USD 46,590,000, with
a maturity of 10 years on a private placement basis to certain Proposed Investors, on terms and conditions as decided
between the Company and the Proposed Investors, subject to requisite approvals, as per the applicable External

Commercial Borrowing guidelines set forth by the Reserve Bank of India and opened the issuance of FCCBs on the
same date. Further, the conversion price was fixed at '' 13.50/- per equity share of the Company (including equity
premium of '' 12.50/-) based on the pricing formula as prescribed under the Issue of Foreign Currency Convertible
Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme 1993.

53. To the best of information of management of the Company, the disclosure requirements to be given pursuant to Gazette
notification for amendments in Schedule III to the Companies Act, 2013 dated 24 March 2021 effective from 01 April 2021
pertaining to following matters are either disclosed or not applicable to the Company.

(i) The Company has following transactions with struck off companies under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956

0.00 million represents amount less than '' 5000

(ii) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.

(iii) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

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

(v) There are no transactions related to previously unrecorded income that have been surrendered or disclosed as
Income during the year in the tax assessments under the Income Tax Act,1961.

(vi) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

(vii) As per Clause (87) of section 2 and section 186(1) of the Companies Act, 2013 and Rules made thereunder, the
company is in compliance with the number of layers as permitted under the said provisions.

(viii) Utilization of borrowed funds and share premium

(a) No funds (which are material either individually or in the aggregate) 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 entity ("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
provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) No funds (which are material either individually or in the aggregate) have been received by the Company from
any person or entity, including foreign entity ("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 parties ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

55. Non-current assets held for sale

As at 31 March 2025, the Company reclassified portion of its ROU assets comprising of two flats (Carrying value '' 20.08
million as at 31 March 2025), as non-current assets held for sale since it is expected that the recovery of this value will
primarily occur through a sale transaction, rather than through continued use.

56. The accounting software used by the Company to maintain its Books of account have a feature of recording audit trail
(edit log) facility and the same has been operated throughout the year for all transactions recorded in the software.
The Company has an established process of regularly identifying the shortcomings, if any, and updating technological
advancements and features including audit trail. The shortcomings identified during the course of audit are being
reviewed and corrective action is being taken, wherever required. Additionally, the audit trail has been preserved as per
the statutory requirements for record retention.

57. During the year ended 31 March 2025, the managerial remuneration paid by the Company is in excess of the limits
prescribed under section 197 (read with Schedule V) of the Companies Act, 2013 by '' 1.11 million. The said excess amount
is refundable to the company as at 31 March 2025 and the same is shown as recoverable from the director (held in trust
by the said director) as at that date.

58. Previous year''s figures have been regrouped / rearranged wherever necessary to correspond with current year''s
classifications / disclosures.

As per our attached report of even date For and on behalf of the Board

For Ford Rhodes Parks & Co. LLP Susanta Kumar Panda Dinesh Kumar Garg

Chartered Accountants Non-Executive Chairman Executive Director - Finance and CFO

Firm Registration No. 102860W/W100089 DIN: 07917003 DIN: 02048097

Nitin Jain Karan Abhishek Singh Ranjit Srivastava

Partner Chief Executive Officer Company Secretary

Membership No. 215336 Membership No: A18577

Noida, 05 May 2025 Noida, 05 May 2025

---

Mar 31, 2024

k Provisions, contingent liabilities and contingent assets

The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated. Provisions are not recognised for future operating losses.

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

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

Contingent assets are not recognised in the standalone financial statements, however they are disclosed where the inflow of economic benefits is probable. When the realization of income is virtually certain, then the related asset is no longer a contingent asset and is recognised as an asset.

l Revenue recognition

(i) Revenue from contract with customers

Revenue from contract with customers is

recognised when control of the goods or

services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. When the Company acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission earned by the Company.

Revenue from advertisement

Revenue from advertisement is recognized when advertising benefits are transferred to the customer i.e. when each advertisement is aired as per the contract terms.

Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts and incentives if any, as specified in the contract with the customer. Revenue also excludes taxes collected from the customers.

Revenue from subscription

Revenue from subscription is recognized over time on performance of television broadcasting service to subscribers as per the terms of the contract.

Revenue from sale of television programs and content including program feeds is recognized at a point in time, when the control of television programs and content is transferred to the customer involving single performance obligation, which is generally at the point of delivery as per the terms of the contract. Revenue from sale of content is recognized over time, where the customer simultaneously receives and consumes the benefits provided by the entity''s performance as the entity performs.

Revenue from channel management fee is

recognized over a period of time on performance of obligation as per the terms of the contract.

Variable consideration

If the consideration promised in a contract includes a variable amount, the Company

estimates the amount of consideration to which the Company will be entitled in exchange for transferring the promised goods or services to the customer. Where customers are provided with discounts, rebates etc., such discounts and rebates will give rise to variable consideration. The Company follows the ''most likely amount'' method in estimating the amount of variable consideration.

contract balances

contract assets

Contract assets is recognised where there is excess of revenue earned over billing done. Contract assets are classified as unbilled revenue where there is unconditional right to receive cash and only passage of time is required as per contractual terms.

contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised. Contract liabilities are recognised as revenue when the Company performs under the contract.

Trade receivables

A receivable represents the Company''s right to an amount of consideration under the contract with a customer that is unconditional and realizable on the due date.

Arrangements with Multiple performance obligations

The Company''s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers.

(ii) Interest income is recognized using the effective interest rate (EIR) method, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial assets.

m Retirement and other employee benefits

(i) The Company operates both defined benefit and defined contribution schemes for its employees. For defined contribution schemes the amount charged as expense is equal to the contributions paid or payable when employees have rendered services entitling them to the contributions. For defined benefit plans, actuarial valuations are carried out at each balance sheet date using the Projected Unit Credit Method. All such plans are unfunded.

All expenses represented by current service cost, past service cost, if any and net interest on the defined benefit liability/ (asset) are recognized in the standalone statement of profit and loss. Remeasurements of the net defined benefit liability/ (asset) comprising actuarial gains and losses (excluding interest on the net defined benefit liability/(asset)) are recognised in Other Comprehensive Income (OCI). Such remeasurements are not reclassified to the standalone statement of profit and loss, in the subsequent periods.

(ii) Other long-term employee benefits: The Company has a policy on compensated absences which are both accumulated and non-accumulated. The expected cost of accumulated compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid/availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulated compensated absences is recognized in the period in which the absences occur.

The Company presents the leave as a current liability in the standalone balance sheet, to the

extent it does not have an unconditional right to defer its settlement for twelve months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond twelve months, the same is presented as non-current liability.

(iii) Short-term employee benefits: All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognized in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered as a liability.

n Transactions in foreign currency

The functional currency of the Company is Indian

Rupee (?) which is also the presentation currency. All

other currencies are accounted as foreign currency.

(i) Foreign currency transactions are accounted at the exchange rates prevalent on the date of such transactions.

(ii) Foreign currency monetary items are translated using the exchange rate prevalent at the reporting date. Exchange differences arising on settlement of monetary items or on reporting such monetary items at rates different from those at which they were initially recorded during the year or reported in previous standalone financial statements are recognised as income or as expense in the period in which they arise.

(iii) Non-monetary foreign currency items are carried at historical cost and translated at the exchange rate prevalent at the date of transaction.

o income taxes

Tax expense comprises of current and deferred tax.

(i) current tax

Current tax is the amount of income taxes payable in respect of taxable profit for a period. Current tax for current and prior periods is

recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

(ii) Deferred tax

Deferred tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the standalone financial statements except when the deferred tax arises from the initial recognition of an asset or liability that effects neither accounting nor taxable profit or loss at the time of transition. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

(iii) Presentation of current and deferred tax

Current and deferred tax is recognised in the standalone statement of profit and loss, except to the extent that it relates to items recognised

in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

p Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss (excluding other comprehensive income) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a right issue, shares split and reserve share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss (excluding other comprehensive income) for the year attributable to equity share holders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

q Exceptional items

Certain occasions, the size, type or incidences of the item of income or expenses pertaining to the ordinary activities of the Company is such that its disclosure improves the understanding of the performance of the Company, such income or expenses is classified as an exceptional item and accordingly, disclosed in the standalone financial statements.

r Non-current assets held for sale

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying value and fair value less costs to sell.

Assets and disposal groups are classified as held for sale if their carrying value will be recovered through a sale transaction rather than through continuing use. This condition is only met when the sale is highly probable and the asset or disposal group, is available for immediate sale in its present

condition and is marketed for sale at a price that is reasonable in relation to its current fair value. The Company must also be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

2.3 Recent indian Accounting Standards (ind AS)

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

3 Critical accounting judgement and estimates

The preparation of standalone financial statements in conformity with Ind AS requires the management to make estimates, assumptions and exercise judgement in applying the accounting policies that affect the reported amount of assets, liabilities and disclosure of contingent liabilities at the date of standalone financial statements and the reported amounts of income and expenses during the year.

The Management believes that these estimates are prudent and reasonable and are based on the Management''s best knowledge of current events and actions. Actual results could differ from these estimates and differences between actual results and estimates are recognised in the periods in which the results are known or materialized.

This note provides an overview of the areas that involves 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.

a contingencies

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that have a low probability of crystallizing or are very difficult to quantify reliably, are treated as contingent

liabilities. Such liabilities are disclosed in the notes but are not recognized.

b useful lives and residual values

The Company reviews the useful lives and residual values of property, plant and equipment, ROU assets, investment property and intangible assets at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events which may impact their life.

c impairment testing

(i) impairment of financial assets

The impairment provisions for financial assets disclosed 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.

(ii) impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm''s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset''s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate.

d income taxes

(i) The Company''s tax charge is the sum of the total current and deferred tax charges. The calculation of the Company''s total tax charge necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process.

(ii) Accruals for tax contingencies require management to make judgments and estimates in relation to tax related issues and exposures.

(iii) The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. Recognition therefore involves judgment regarding the future financial performance of the Company.

e Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm''s

length transaction at the reporting date. For details of the key assumptions used and the impact of changes to these assumptions refer note 45.

f Defined benefit obligation

The cost of post-employment and other long term benefits is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used are disclosed in note 46.

g Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company''s operations and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.

a) Redeemable Non-Convertible Debentures (NCD) carry interest of 10% per annum, payable quarterly and are redeemable at par, at the end of eight years from the date of allotment, with early redemption option to both, the Company and the Issuer.

b) Compulsorily Convertible Debentures (CCD) have a tenure of eighteen years from the date of allotment i.e. 29 June 2036. The Company has an option to convert the CCD into equity shares of '' 10 each in the ratio of 1:1 at any time after initial period of eighteen months, but within eighteen years from the date of allotment.

c) impairment assessment

In accordance with Ind AS 36 "Impairment of Assets", management tests investment made in equity shares and Compulsorily Convertible Debentures (CCDs) of its associates for impairment. Based on the valuation of investment in associates carried out by an independent valuer, the Company provided '' 109.60 million (31 March 2023: '' 181.98 million) and Nil (31 March 2023: '' 9.78 million) towards impairment in the value of investment in Today Merchandise Private Limited (TMPL) and Today Retail Network Private Limited (TRNPL) respectively, aggregating to '' 109.60 million (31 March 2023: '' 191.76 million) and the same has been disclosed as an exceptional item (Refer note 30).

The recoverable amount of investments in TMPL and TRNPL for impairment testing is determined using the fair value approach wherein the fair value has been derived using the Net Asset Value (NAV) method. Based on the NAV method, the fair market value of the investments in TMPL and TRNPL is determined to be Nil. The NAV approach calculates the value of the investment by considering the net assets of the company, which includes its assets and liabilities

d) Optionally convertible debentures (OCDs) have a tenure of 9 years from the date of allotment. The OCDs are convertible into equity shares of ''10 each in the ratio of 1:1,000,000 within 9 years from the date of allotment or at the option of the issuer, whichever is earlier. These OCDs were issued to the Company upon conversion of unsecured loan given to and trade receivables from Indiadotcom Digital Private Limited (formerly Rapidcube Technologies Private Limited).

Nature of security and terms of repayment for borrowings:

i) 2300 Unrated, unlisted, secured, redeemable Non Convertible Debentures (NCDs) of '' 1,000,000 each were issued at par carrying coupon @ 9% per annum payable on a half-yearly basis, commencing from 1 July 2021 and carry Call / Put Option during exercise period (1 December 2023 to 15 December 2023) by issuing a notification of such exercise pursuant to which the Company will redeem all the NCDs in full at their outstanding amount (including all accrued but unpaid interest) on the Call Option Date. NCDs are secured by way of second charge on the entire movable fixed assets and immovable assets, current assets including receivables (present and future) and first exclusive charge over the designated account (in which the amounts due and payable to the debenture holder''s are to be deposited) of the Company (other than debenture accounts) and are repayable in half-yearly instalments commencing from July 2021 and ending in July 2025 with each such payment reducing the face value of the NCDs by the amount paid. However, the Company and the Debenture Trustee have entered into supplemental debenture trust deeds and accordingly, these NCDs are now repayable by January 2025. The final principal repayment schedule to ensure Yield to Maturity of 12.26% per annum on XIRR basis on the face value of each Debenture.

ii) (a) Term loan from bank of '' Nil (31 March 2023: '' 94.90 million) was secured by way of first charge (hypothecation /

equitable mortgage) on the entire movable and immovable assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company. The loan was repayable in half-yearly instalments as per the repayment schedule ending in December 2023 and carried interest @ 1 year MCLR 0.75 % p.a. payable monthly.

(b) Term loan from bank of '' Nil (31 March 2023: '' 98.30 million) was secured by way of first charge (hypothecation / equitable mortgage) on the entire movable and immovable fixed assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company. The loan was repayable in half-yearly instalments as per the repayment schedule ending in April, 2024 and carried interest @ 1 year MCLR 0.75 % p.a. payable monthly.

37. Micro, Small and Medium Enterprises

On the basis of information provided by the parties and available on record, the Company has no dues/payables to micro and small enterprises as at 31 March 2024 and 31 March 2023 under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act”). Further, there is no interest paid / payable to micro and small enterprises as at 31 March 2024 and 31 March 2023.

38. information required under Section 186(4) of the Companies Act, 2013

During the year, the Company has not given any loans, provided security or guarantee to any body corporate. Further there are no investments made by the Company other than those disclosed in Note 7 of the standalone financial statements.

39. The Management is of the opinion that its international transactions for the current as well as previous year are at arm''s length and that the transfer pricing legislation will not have any impact on these standalone financial statements, particularly on amount of tax expense and that of provision for taxation.

43. Segment information

The Company has presented segment information on the basis of the consolidated financial statements as permitted by Ind AS 108 on ''Operating segments''.

44. Dividend paid and proposed

No dividend on equity shares is paid or proposed by the Board of Directors for the year ended 31 March 2024 and 31 March 2023.

45. Financial instruments

A Financial risk management objective and policies

The Company''s principal financial liabilities comprise borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, trade and other receivables and cash and bank balances.

The Company is exposed to market risk, credit risk and liquidity risk. The Board provides guidance for overall risk-management, as well as policies covering specific areas such as credit risk, liquidity risk and investment of excess liquidity.

(i) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. Financial instruments affected by market risk includes borrowings, deposits and other financial instruments.

1 interest rate risk

This refers to risk to Company''s cash flow and profits on account of movement in market interest rates.

For the Company the interest risk arises mainly from interest bearing borrowings which are at floating interest rates. To mitigate interest rate risk, the Company closely monitors market interest and as appropriate makes use of optimized borrowing mix / composition. Non-convertible debentures and vehicle loans carrying fixed coupon rate and hence not considered for calculation of interest rate sensitivity of the Company.

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices. The Company is exposed to foreign exchange risk on their receivables and payables which are mainly held in the United State Dollar ("USD"), the Euro ("EUR") and the Great Britain Pound ("GBP"). Consequently, the Company is exposed primarily to the risk that the exchange rate of the Indian Rupees ("INR") relative to the USD, the EUR, GBP may change in a manner that has an effect on the reported values of the Company''s assets and liabilities that are denominated in these foreign currencies. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customers, deposits given, investments and balances at bank. The Company measures the expected credit loss of trade receivables based on financial conditions / market practices, credit track record in the market, analysis of historical bad debts and past dealings for extension of credit to customers. Individual credit limits are set accordingly. The Company monitors the payment track record of the customers and ageing of receivables. Outstanding customer receivables are regularly monitored. The Company considers the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances from some of its customers, which mitigate the credit risk to an extent.

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. Investments primarily include investment in optionally convertible debentures, compulsorily convertible debentures and other debt instruments. Security deposits against leasing of premises are refundable upon closure of the lease and credit risk associated with such deposits is relatively low.

(iii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities -borrowings, lease liability, trade payables and other financial liabilities. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities. It maintains adequate sources of financing including loans, debt and overdraft from banks. It also enjoys strong access to domestic capital markets across various debt instruments.

Exposure to liquidity risk

The table below provides details regarding the contractual maturities of financial liabilities (including interest accrued) at the reporting date. The contractual cash flow amounts are gross and undiscounted.

B Capital management Risk Management

The Company manages its capital structure and makes necessary adjustments in light of changes in economic conditions and the requirement of financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or raise / retire debt. The primary objective of the Company''s capital management is to maximize the shareholders'' value.

For the purpose of the Company''s capital management, equity includes issued capital (including warrants), securities premium and other reserves. Net debt includes loans less cash and bank balances. The Company manages capital by monitoring gearing ratio which is net debt divided by equity plus net debt.

(ii) Fair value hierarchy

The fair values of the financial assets and liabilities are the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standards. An explanation for each level is given below.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level.

(a) The Company''s borrowings that have been contracted at floating rates of interest are reset at short intervals. Accordingly, the carrying value of such borrowings approximates fair value.

(b) The fair values of non-current financial assets and liabilities and long term borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

(c) The carrying amounts of trade receivables, cash and bank balances, current borrowings, trade payables and other current financial liabilities are considered to be approximately equal to the fair value due to the shortterm maturities of these financial assets / liabilities.

(d) There have been no transfers between level 1, level 2 and level 3 for the years ended 31 March 2024 and 31 March 2023.

46. Gratuity and other long-term benefit plans

The disclosures of employee benefits as defined in the Ind AS 19 - "Employee Benefits” are given below:

(a) Defined contribution plan:

"Contribution to provident and other funds" is recognized as an expense in note 26 "Employee benefits expense" of the standalone financial statement.

(b) The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for gratuity is non funded.

Notes:

(a) The amount recognized as expenses and included in the note 26 ''Employee benefits expense'' are gratuity '' 30.32 million (31 March 2023: '' 26.39 million) (net of capitalisation) and leave encashment '' 29.77 million (31 March 2023: '' 22.44 million) (net of capitalisation). Net interest cost on defined benefit obligation recognized in note 27 ''Finance costs'' is '' 14.17 million (31 March 2023: '' 15.51 million). The remeasurement of the net defined benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion, past experience and other relevant factors including demand and supply in the employment market.

Viii. The Company is exposed to various actuarial risks which are as follows:

(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the defined benefit and will thus result in an increase in the value of the liability.

(b) Liquidity risk - This is the risk that the Company is not able to meet the short-term benefit payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

(d) Demographic risk - The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse as compared to the assumptions.

:) other long term benefits

The obligation for leave benefits (non funded) is also recognized using the projected unit credit method and accordingly the long term paid absences have been valued.

48. Related party disclosures

(A) List of parties where control exists:

(i) Wholly owned subsidiaries

- Zee Akaash News Private Limited

- Indiadotcom Digital Private Limited (formerly Rapidcube Technologies Private Limited)

Note - The Company had incorporated a Wholly Owned Subsidiary Company viz. ‘Zee Media Americas LLC'' (ZMAL) on 27 February 2023 in the United States of America, wherein pending approvals, no investment was made by the Company. The Board at its meeting held on 31 October 2023 approved closure / striking off of the said entity which was subsequently dissolved on 30 December 2023. Further, the Company has incorporated a Wholly Owned Subsidiary Company viz. ‘Zee Media Inc'' on 04 April 2024, in the State of Delaware, United States of America.

(ii) Associates

- Today Merchandise Private Limited (extent of holding 49%)

- Today Retail Network Private Limited (extent of holding 49%)

(iii) Key Management personnel / Directors

a) Executive directors - Dinesh Kumar Garg

b) Non-executive directors - Amitabh Kumar, Raj Kumar Gupta, Surender Singh, Susanta Kumar Panda, Swetha Gopalan, Purushottam Vaishnava (w.e.f. 19 December 2022)

c) Other Key Management Personnel - Ranjit Srivastava (Company Secretary), Sudhir Chaudhary (Chief Executive Officer) (upto 01 July 2022), Abhay Ojha (Chief Executive Officer) (Appointed w.e.f. 02 May 2023 and ceased w.e.f. 04 May 2024)

(iv) other related parties with whom transactions have taken place during the year and balance outstanding as at year end

Creantum Security Solutions Private Limited, Digital Subscriber Management and Consultancy Services Private Limited, Diligent Media Corporation Limited, Subhash Chandra Foundation, Essel Corporate LLP, Ez-Mall Online Limited, Pan India Network Limited, EZ- Buy Private Limited, Omnitrade Marketing Services Private Limited

50. Going Concern

The Company has incurred a loss of '' 859.87 million for the year ended 31 March 2024 and the Working Capital stands at negative '' 2,884.74 million as at that date. Further, there have been delays in payments of statutory dues in certain cases. To address the same, the Company has been taking various steps including cost rationalization measures and is in the process of obtaining credit period extension to discharge some of its contractual obligations. Further, the Company has met all its debt and interest obligations payable to its lenders / banks and financial institutions and has a healthy net worth as at 31 March 2024. Additionally, as mentioned in note 52, subject to Order of the Hon''ble DRT and other courts, the Company expects receiving the balance monies towards 135,000,000 share warrants issued to a Promoter Group entity. The Company''s business plan for the next financial year, as approved by the Board of Directors, exhibits plans to secure higher revenues thereby improving operational cash flows. The Company believes that the above capital infusion in addition to the cost rationalisation measures along with business plan will enable it to settle its liabilities as they fall due and accordingly, these standalone financial statements have been prepared on a going concern basis.

51. Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the Non-Convertible debentures of Diligent Media Corporation Limited ("DMCL") and subsequent to the discharge of the liability by the Company under the said Corporate Guarantee, an amount of '' 2,900.00 million was recoverable by the Company from DMCL, in addition to other receivables of ''193.03 million. Post discussions, the Company and DMCL proposed to settle the entire outstanding amount of '' 3,093.03 million, by - transfer / assignment of Identified Trademarks of DMCL valued at '' 1,700.00 million, cash payment of '' 120.00 million and writing off of the balance amount of '' 1,273.31 million. The Board of Directors of both the companies had approved the draft Settlement Agreement inter-alia containing the detailed terms of Settlement. The said settlement terms were approved by the shareholders of the Company and were also approved by the shareholders of DMCL on 30 September, 2022. Upon receipt of the requisite approvals, the Company, during the year ended 31 March 2023, had entered into the said settlement agreement with DMCL, which was subject to transfer of all rights, clear title and interest in the identified trademarks of DMCL to the Company. As per the said settlement agreement, the Company had received the payment of '' 120.00 million from DMCL, written off receivables (against provision made during the financial year 2021-22) of '' 1,273.31 million during the year ended 31 March 2023.

Subsequently, the Companies executed addendums / documents with respect to the settlement agreement, affirming that the Company will have exclusive rights over the Identified Trademarks and DMCL shall take all steps to transfer the clear title pertaining to the Identified Trademarks to the Company. Basis the execution of aforementioned documents, the Company has recognised the Identified Trademarks as an intangible asset during the year ended 31 March 2024.

52. The Company had allotted 135,000,000 warrants on 5 January, 2022 to Asian Satellite Broadcast Private Limited, a Promoter Group entity, on a preferential basis, at an issue price of '' 12.20 per warrant (including premium of '' 11.20), in terms of applicable provisions. The said Warrants were inter-se transferred to Elitecast Media Limited (''Elitecast''), another promoter group entity. As per the terms of issue, the Company during earlier years had received '' 411.75 million, being 25% of the cash consideration on allotment of warrants. Subsequently, Elitecast informed that pursuant to the Order(s) passed by Hon''ble Delhi High Court, Debt Recovery Tribunal (DRT) and other courts, Elitecast had been directed to maintain status quo in respect of the said Warrants and accordingly upon advise of the Board of Directors of the Company, appropriate application has been filed with SEBI to seek relaxation / extension for receiving the Warrant Exercise Price from Elitecast. SEBI vide its communication dated 24 August, 2023 has advised the company that it may seek the said relaxation / extension post final Order of Hon''ble DRT in the said matter and Company to abide by directions of the Hon''ble DRT in this regard.

53. To the best of information of management of the Company, the disclosure requirements to be given pursuant to Gazette notification for amendments in Schedule III to the Companies Act, 2013 dated 24 March 2021 effective from 01 April 2021 pertaining to following matters are either disclosed or not applicable to the Company.

(ii) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.

(iii) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

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

(v) There are no transactions related to previously unrecorded income that have been surrendered or disclosed as Income during the year in the tax assessments under the Income Tax Act,1961.

(vi) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

(vii) As per Clause (87) of section 2 and section 186(1) of the Companies Act, 2013 and Rules made thereunder, the company is in compliance with the number of layers as permitted under the said provisions.

(viii) Utilization of borrowed funds and share premium

(a) No funds (which are material either individually or in the aggregate) 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 entity ("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 provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("funding parties"), with the understanding, whether recorded in writing

55. Non-current assets held for sale

As at 31 March 2023, the Company reclassified portion of its freehold land comprising of four plots (Carrying value '' 26.70 million as at 31 March 2023), as non-current assets held for sale since it was expected that the recovery of this value will primarily occur through a sale transaction, rather than through continued use. During the year ended 31 March 2024, these plots have been sold.

56. The accounting software used by the Company to maintain its Books of account have a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software. The Company has an established process of regularly identifying the shortcomings, if any and updating technological advancements and features including audit trail. The shortcomings identified during the course of audit are being reviewed and corrective action is being taken, wherever required.

57. Previous year''s figures have been regrouped / rearranged wherever necessary to correspond with current year''s classifications / disclosures.

As per our attached report of even date For and on behalf of the Board

For Ford Rhodes Parks & Co. LLP Susanta Kumar Panda Dinesh Kumar Garg

Chartered Accountants Non-Executive Chairman Executive Director - Finance and CFO

Firm Registration No. 102860W/W100089 DIN: 07917003 DIN: 02048097

Ramaswamy Subramanian Ranjit Srivastava

Partner Company Secretary

Membership No. 016059 Membership No: A18577

Noida, 24 May 2024 Noida, 24 May 2024

---

Mar 31, 2023

(a) For details of property, plant and equipment and capital work-in-progress pledged as security, refer note 47.

(b) Legal titles of freehold land (net carrying values of '' 10.73 million (2022: '' 8.57 million)) and freehold building (net carrying values of '' 12.60 million (2022: '' 12.88 million)), received pursuant to the Scheme of Arrangement and Amalgamation, are yet to be transferred in the name of the Company.

(c) The amount of contractual commitments for the acquisition of property, plant and equipment and capital work in progress is disclosed in note 35(a).

a) Redeemable Non-Convertible Debentures (NCD) carry interest of 10% per annum, payable quarterly and are redeemable at par, at the end of eight years from the date of allotment, with early redemption option to both, the Company and the Issuer.

b) Compulsorily Convertible Debentures (CCD) have a tenure of eighteen years from the date of allotment i.e. 29 June 2036. The Company has an option to convert the CCD into equity shares of '' 10 each in the ratio of 1:1 at any time after initial period of eighteen months, but within eighteen years from the date of allotment.

c) Impairment assessment

In accordance with Ind AS 36 "Impairment of Assets”, management tests investment made in equity shares and Compulsorily Convertible Debentures (CCDs) of its associates for impairment. Based on the valuation of investment in associates carried out by an independent valuer, the Company provided '' 181.98 million (2022: '' 222.82 million) and '' 9.78 million (2022: '' 19.24 million) towards impairment in the value of investment in Today Merchandise Private Limited (TMPL) and Today Retail Network Private Limited (TRNPL) respectively, aggregating to '' 191.76 million (2022: '' 242.06 million) and the same has been disclosed as an exceptional item (Refer note 30).

The recoverable amount of investment in TMPL for impairment testing is determined based on Discounted Cash Flow Method (DCF) based on financial budgets approved by the management covering a five-year period and following key assumptions were considered while performing impairment testing:

i) Free cashflows are estimated to grow at the rate of 4.00% in perpetuity.

ii) Cost of equity 19.24% has been used considering company specific risk premium of 7% and Beta of 0.77.

iii) Target debt equity ratio of 0:1 has been considered.

The recoverable amount of investment in TRNPL for impairment testing is determined using the fair value approach wherein the fair value has been derived using the Net Asset Value (NAV) method. Based on the NAV method, the fair market value of the investment in TRNPL is determined to be Nil. The NAV approach calculates the value of the investment by considering the net assets of the company, which includes its assets and liabilities.

d) Optionally convertible debentures (OCDs) have a tenure of 9 years from the date of allotment. The OCDs are convertible into equity shares of ''10 each in the ratio of 1:1,000,000 within 9 years from the date of allotment or at the option of the issuer, whichever is earlier. These OCDs were issued to the Company upon conversion of unsecured loan given to and trade receivables from Indiadotcom Digital Private Limited. (Refer note 8(a))

The Company has only one class of equity shares having a par value of '' 1 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

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

As per the records of the Company, including its register of shareholders/ members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

iv) The Company has not issued any bonus shares or bought back any shares or issued shares for consideration other than cash during five years preceding 31 March 2023. However, the Company during the previous year had converted Compulsorily Convertible Preference Shares (issued for consideration other than cash during the year ended 31 March 2021) into equity shares (Refer note 53(i)).

v) The Company had instituted an Employee Stock Option Plan (ZNL ESOP 2009) as approved by the Board of Directors and Shareholders of the Company in 2009 and amended from time to time for issuance of stock options convertible into equity shares not exceeding in the aggregate 5% of the issued and paid up capital of the Company as at 31 March 2009 i.e. up to 11,988,000 equity shares of '' 1 each, to the employees of the Company as well as that of its subsidiaries and also to the directors (excluding independent director) of the Company at the market price determined as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The said Scheme is administered by the Nomination and Remuneration Committee of the Board. The Company has not granted any options till 31 March 2023.

ii) Terms / rights attached to CCPS

The CCPS carry non-cumulative dividend @ 0.01% and preferential right vis-a-vis equity share with respect to payment of dividend and repayment in case of a winding up of the Company and is also not participating in surplus funds. Each CCPS is compulsorily convertible into one equity share of '' 1 each fully paid up of the Company on the last day of 18th month from the date of allotment i.e. 31 December 2020 with an option to seek conversion at any time within 18 months from the date of allotment. These CCPS were converted into equity shares of the Company during the previous year (Refer note 53(i)).

iii) These CCPS were issued during the year ended 31 March 2021 for consideration other than cash. Except for these CCPS, the Company has not bought back or issued any instruments entirely equity in nature for consideration other than cash during five years preceding 31 March 2023.

(i) Capital reserve is created pursuant to the various Schemes of Arrangement / Amalgamation over the years and normally not available for distribution as dividend.

(ii) Securities premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

(iii) General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.

(iv) Retained earnings represent the accumulated earnings net of losses, if any, made by the Company over the years.

(v) Other comprehensive income consist of re-measurement gain/(losses) on defined benefit plan.

Nature of security and terms of repayment for borrowings:

i) 2300 Unrated, unlisted, secured, redeemable Non Convertible Debentures (NCDs) of '' 1,000,000 each were issued at par carrying coupon @ 9% per annum payable on a half-yearly basis, commencing from 1 July 2021 and carry Call / Put Option during exercise period (1 December 2023 to 15 December 2023) by issuing a notification of such exercise pursuant to which the Company will redeem all the NCDs in full at their outstanding amount (including all accrued but unpaid interest) on the Call Option Date. NCDs are secured by way of second charge on the entire movable fixed assets and immovable assets, current assets including receivables (present and future) and first exclusive charge over the designated account (in which the amounts due and payable to the debenture holder''s are to be deposited) of the Company (other than debenture accounts) and are repayable in half-yearly instalments commencing from July 2021 and ending in July 2025 with each such payment reducing the face value of the NCDs by the amount paid. The final principal repayment schedule to ensure Yield to Maturity of 12.26% per annum on XIRR basis on the face value of each Debenture.

ii) (a) Term loan from bank of '' 94.90 million (2022: '' 191.77 million) is secured by way of first charge (hypothecation /

equitable mortgage) on the entire movable and immovable assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company. The loan is repayable in half-yearly instalments as per the repayment schedule ending in December 2023 and carries interest @ 1 year MCLR 0.75 % p.a. payable monthly.

(b) Term loan from bank of '' 98.30 million (2022: '' 173.30 million) is secured by way of first charge (hypothecation / equitable mortgage) on the entire movable and immovable fixed assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company. The loan is repayable in half-yearly instalments as per the repayment schedule ending in April, 2024 and carries interest @ 1 year MCLR 0.75 % p.a. payable monthly.

iii) Vehicle loans from banks are secured by way of hypothecation of vehicles, carries interest @ 7.50% - 9.00 % p.a. and repayable upto March 2027.

iv) Cash credit from bank of '' 257.94 million (2022: '' 14.81 million) is secured by first charge (hypothecation / equitable mortgage) on the entire movable and immovable assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company.

v) Quarterly returns or statements of current assets filed by the Company with respect to cash credit facility availed from bank are in agreements with the books of accounts.

(i) The Company''s investment of '' 4,362.66 million in 4,362,656,265 - 6% Non-Cumulative Non-Convertible Redeemable Preference Shares of '' 1 each of Diligent Media Corporation Limited ("DMCL") redeemable at par on 01 November 2036, which had been fully provided for in earlier years as per Ind-AS 109 - "Financial Instruments", were sold at '' 17.00 million on 24 July 2021, and the gain on transfer of such Preference Shares of '' 17.00 million was disclosed as exceptional item during the year ended 31 March 2022.

(ii) The Company''s investments in associates i.e. Today Merchandise Private Limited (TMPL) and Today Retail Network Private Limited (TRNPL) were tested for impairment as per Ind-AS 36 - "Impairment of Assets” as at 31 March 2023. Based on the valuation of investments in associates carried out by an independent valuer, an amount of '' 181.98 million (2022 : '' 222.82 million) and '' 9.78 million (2022: '' 19.24 million) aggregating to '' 191.76 million (2022: '' 242.06 million) has been provided towards impairment in the value of investments in TMPL and TRNPL respectively. Further on prudence basis, the Company has also provided for the net receivable from TMPL of '' 196.88 million as allowances for bad and doubtful receivables and disclosed as an exceptional item.

34. (a) Contingent liabilities (to the extent not provided for) :		'' million
	31-Mar-23	31-Mar-22
(i) Claims against the Company not acknowledged as debt
Disputed direct taxes #	7.78	5.43
Legal cases against the Company a
- Defamation (Number of pending cases 29 (2022: 27))	4,522.09	3,515.40
- Others (Number of pending cases 35 (2022: 36))	59.01	61.01
(ii) Guarantees excluding financial guarantees
Bank guarantees given by the Company aa	60.50	20.50

#Income tax demands mainly include appeals filed by the Company before various appellate authorities against the disallowance of expenses / claims and demand related to non-deduction / short deduction of tax at source etc. The management is of the opinion that its tax cases will be decided in its favour and hence no provision is considered necessary at this stage. Further the Company is in process of rectification of demands related to non-deduction / short deduction of tax at source and post rectification there will not be any demands related to non-deduction / short deduction of tax at source hence no provision is required.

^AThe Company has received legal notices of claims/law suits filed against it relating to infringement of copyrights, defamation suits etc. in relation to programs telecasted / other matters. The claim amount is based on best possible estimate arrived at on the basis of available information. The Company has engaged reputed advocates to protect its interest and has been advised that it has strong legal position against such disputes. In the opinion of the management, no material liability is likely to arise on account of such claims / law suits.

AASecured against subservient charge by way of hypothecation of the Company''s entire inventories if any, other moveable assets and entire movable fixed assets (excluding investment). The above includes '' 60.00 million (2022: '' 20.00 million) given to the Ministry Of Information and Broadcasting.

(b) During FY 2020-21, the Company paid indirect tax of '' 33.10 million under protest against alleged incorrect availment of input tax credit (ITC) and the Company out of abundant caution, and on a conservative approach, provided for the same in the FY 2021-22. Based on the developments during the year, the Company has given necessary impact in these financial statements.

37. Micro, Small and Medium Enterprises

On the basis of information provided by the parties and available on record, the Company has no dues/payables to micro and small enterprises as at 31 March 2023 and 31 March 2022 under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act”). Further, there is no interest paid / payable to micro and small enterprises as at 31 March 2023 and 31 March 2022.

(c) Investments made

i

There are no investments made by the Company other than those disclosed in Note 7 of the financial statements.

i

39. The Management is of the opinion that its international transactions are at arm''s length as per the independent accountants report for the year ended 31 March 2022. The Management continues to believe that its international transactions during the current financial year are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

Note (i): The Company is required to spend an amount of '' 16.50 million towards CSR activities during the financial year 2022-2023. Out of the above post receipt of requisite approvals, '' 5.00 million was spent during the year. Further, on recommendation of the Corporate Social Responsibility committee, the Board of Directors of the Company at its meeting held on 29 March 2023 approved to spend the balance '' 11.50 million towards an ongoing CSR project. The amount for the said ongoing CSR project will be paid in phased manner and the unspent amount of '' 11.50 million as at 31 March 2023 pertaining to above ongoing CSR projects has been transferred to Unspent CSR Account in April 2023, in terms of extant provisions.

43. Segment information

The Company has presented segment information on the basis of the consolidated financial statements as permitted by Ind AS 108 on ''Operating segments''.

44. Dividend paid and proposed

No dividend on equity shares is paid or proposed by the Board of Directors for the year ended 31 March 2023 and 31 March 2022. Further no dividend on compulsorily convertible preference shares was paid or proposed for the year ended 31 March 2022.

45. Financial instrumentsA Financial risk management objective and policies

The Company''s principal financial liabilities comprise borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, loans, trade and other receivables and cash and bank balances.

The Company is exposed to market risk, credit risk and liquidity risk. The Board provides guidance for overall risk-management, as well as policies covering specific areas such as credit risk, liquidity risk and investment of excess liquidity.

(i) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. Financial instruments affected by market risk includes borrowings, deposits and other financial instruments.

1 Interest rate risk

This refers to risk to Company''s cash flow and profits on account of movement in market interest rates.

For the Company the interest risk arises mainly from interest bearing borrowings which are at floating interest rates. To mitigate interest rate risk, the Company closely monitors market interest and as appropriate makes use of optimized borrowing mix / composition. Non convertible debentures and vehicle loans carrying fixed coupon rate and hence not considered for calculation of interest rate sensitivity of the Company.

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices. The Company is exposed to foreign exchange risk on their receivables and payables which are mainly held in the United State Dollar ("USD"), the Euro ("EUR"), and the Great Britain Pound ("GBP"). Consequently, the Company is exposed primarily to the risk that the exchange rate of the Indian Rupees ("INR") relative to the USD, the EUR, GBP may change in a manner that has an effect on the reported values of the Company''s assets and liabilities that are denominated in these foreign currencies. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company''s receivables from customers, loan and deposits given, investments and balances at bank. The Company measures the expected credit loss of trade receivables based on financial conditions / market practices, credit track record in the market, analysis of historical bad debts and past dealings for extension of credit to customers. Individual credit limits are set accordingly. The Company monitors the payment track record of the customers and ageing of receivables. Outstanding customer receivables are regularly monitored. The Company considers the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. Investments primarily include investment in optionally convertible debentures, compulsorily convertible debentures and other debt instruments. Security deposits against leasing of premises are refundable upon closure of the lease and credit risk associated with such deposits is relatively low.

(iii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities -borrowings, lease liability, trade payables and other financial liabilities. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities. It maintains adequate sources of financing including loans, debt and overdraft from banks. It also enjoys strong access to domestic capital markets across various debt instruments.

Exposure to liquidity risk

The table below provides details regarding the contractual maturities of financial liabilities (including interest accrued) at the reporting date. The contractual cash flow amounts are gross and undiscounted.

B Capital management Risk Management

The Company manages its capital structure and makes necessary adjustments in light of changes in economic conditions and the requirement of financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or raise / retire debt. The primary objective of the Company''s capital management is to maximize the shareholders'' value.

For the purpose of the Company''s capital management, equity includes issued capital (including warrants), securities premium and other reserves. Net debt includes loans less cash and bank balances. The Company manages capital by monitoring gearing ratio which is net debt divided by equity plus net debt.

(ii) Fair value hierarchy

The fair values of the financial assets and liabilities are the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standards. An explanation for each level is given below.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level.

(a) The Company''s borrowings that have been contracted at floating rates of interest are reset at short intervals. Accordingly, the carrying value of such borrowings approximates fair value.

(b) The fair values of non-current financial assets and liabilities and long term borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

(c) The carrying amounts of trade receivables, cash and bank balances, current borrowings, trade payables and other current financial liabilities are considered to be approximately equal to the fair value due to the shortterm maturities of these financial assets / liabilities.

(d) There have been no transfers between level 1, level 2 and level 3 for the years ended 31 March 2023 and 31 March 2022.

46. Gratuity and other long-term benefit plans

The disclosures of employee benefits as defined in the Ind AS 19 - "Employee Benefits” are given below:

(a) Defined contribution plan:

"Contribution to provident and other funds" is recognized as an expense in note 26 "Employee benefits expense" of the financial statement.

(b) The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for gratuity is non funded.

(a) The amount recognized as expenses and included in the note 26 ''Employee benefits expense'' are gratuity '' 26.39 million (net of capitalisation) (2022: '' 30.35 million) and leave encashment '' 22.44 million (net of capitalisation) (2022: '' 47.35 million). Net interest cost on defined benefit obligation recognized in note 27 ''Finance costs'' is '' 15.51 million (2022: '' 12.96 million). The remeasurement of the net defined benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion, past experience and other relevant factors including demand and supply in the employment market.

VIII. The Company is exposed to various actuarial risks which are as follows:

(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the defined benefit and will thus result in an increase in the value of the liability.

(b) Liquidity risk - This is the risk that the Company is not able to meet the short-term benefit payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

(d) Demographic risk - The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse as compared to the assumptions.

(c) Other long term benefits

The obligation for leave benefits (non funded) is also recognized using the projected unit credit method and accordingly the long term paid absences have been valued.

48. Related party disclosures(A) List of parties where control exists:(i) Wholly owned subsidiaries

Zee Akaash News Private Limited

Indiadotcom Digital Private Limited (formerly Rapidcube Technologies Private Limited)

Zee Media Americas LLC (Incorporated w.e.f. 27 February 2023)

(ii) Associates

Today Merchandise Private Limited (extent of holding 49%)

Today Retail Network Private Limited (extent of holding 49%)

(iii) Other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year

Asia Today Limited¹, Creantum Security Solutions Private Limited, Digital Subscriber Management and Consultancy Services Private Limited, Diligent Media Corporation Limited, Subhash Chandra Foundation, Essel Finance Management LLP¹, Essel Corporate LLP, Ez-Mall Online Limited, Liberium Global Resources Private Limited¹, Pan India Network Limited, Siti Networks Limited¹, Zee Entertainment Enterprises Limited¹, EZ- Buy Private Limited (w.e.f 01 April 2022), Omnitrade Marketing Services Private Limited (w.e.f. 01 April 2022), Asian Satellite Broadcast Private Limited

50. Covid-19 pandemic had caused extensive proliferation of new business, and hence further increased competition and accordingly the company was required to adopt an aggressive content and distribution strategy. The use of decentralised studios and adoption of work-from-home culture required additional investments. The company entered into strategic content and distribution partnerships with various vendors / aggregators for the aforementioned requirements. In some cases, where the obligations could not be fulfilled within the agreed timelines due to prolonged and widespread global pandemic and disruption in the supply chain, the Company took various steps including rescheduling of delivery terms.

During the previous year, the Company had re-assessed the recoverability of its assets including property, plant and equipment, intangible assets, investments and receivables considering the internal and external information including subsequent collection of receivables, credit risk and industry reports available. Based on such assessments and steps being taken, the Company had provided an amount of '' 250.00 million as allowances for bad and doubtful deposits during the year ended 31 March 2022 and the same was shown as an exceptional item (Refer note 30). The Company expects no further adjustments to the carrying values of its assets.

51. Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the Non-Convertible debentures of Diligent Media Corporation Limited ("DMCL'') and subsequent to the discharge of the liability by the Company under the said Corporate Guarantee, an amount of '' 2,900.00 million was recoverable by the Company from DMCL, in addition to other receivables of '' 193.03 million (net of recoveries).

Post discussions, the Company and DMCL proposed to settle the entire outstanding amount of '' 3,093.03 million, by - transfer / assignment of Identified Trademarks of DMCL valued at '' 1,700.00 million and cash payment of '' 120.00 million, aggregating to '' 1,820.00 million. The Board of Directors of the Company had approved the terms of settlement and the draft Settlement Agreement inter-alia containing the detailed terms of Settlement, which was also approved by the Board of DMCL. The Board of Directors of the Company had also approved writing off of the balance amount of '' 1,273.31 million, basis which the management had provided for '' 1,273.31 million during the year ended 31 March 2022.

The said settlement terms were approved by the shareholders of the Company and were also approved by the shareholders of DMCL on 30 September 2022. The Board of Directors at its meeting held on 8 November 2022 took note of the above and approved the execution of the settlement agreement.

Upon receipt of the requisite approvals, the Company, during the year ended 31 March 2023, has entered into the said settlement agreement with DMCL, which is subject to transfer of all rights, clear title and interest in the identified trademarks of DMCL to the Company. As per the said settlement agreement, the Company has received the payment of '' 120.00 million from DMCL, written off receivables (against provision made during the previous year) of '' 1,273.31 million during the year ended 31 March 2023 and pending completion of transfer of the aforementioned trademarks, '' 1,700.00 million has been disclosed as capital advance as at 31 March 2023, the remaining recoverable balance is Nil.

52. The Board of Directors of the Company, in their meeting held on 17 December 2020, had approved the transfer of the Digital Publishing Business Division of the Company, being operations of running, posting content, publishing data, creating, exploring, maintaining the web portals/ domains, new and existing, such as "Zeenews.com”, "Zeebiz. com'', "WIONews.com” etc; through a Business Transfer Agreement, as Slump Sale, to Indiadotcom Digital Private Limited ("Indiadotcom”) (formerly known as Rapidcube Technologies Private Limited), the wholly owned subsidiary of the Company, as a going concern.

i

I

Consequent to the approval, the said transfer was completed on 4 May 2021 and effective 1 April 2021 all the assets and liabilities related to Digital Publishing Business Division were transferred at book value at a consideration of '' 2,332.17 million:

Total assets - '' 288.51 million

Total liabilities - '' 131.39 million

Excess of assets over liabilities - '' 157.12 million

In discharge of its consideration payable for the said transfer, Indiadotcom had allotted 233,216,754 fully paid up equity shares of '' 10 each to the Company. The gain on transfer of the said business of '' 2,175.05 million was disclosed as an exceptional item during the previous year (Refer note 30).

53. During the year ended 31 March 2022, the Company had allotted:

(i) 154,639,175 equity shares of '' 1 each fully paid up on conversion of 154,639,175 Compulsorily Convertible Preference Shares ("CCPS") of '' 1 each fully paid up, issued during the year ended 31 March 2021 at a premium of '' 4.82 to NonPromoters for a consideration other than cash.

(ii) 135,000,000 warrants on 5 January 2022 for cash consideration on a preferential basis, at an issue price of '' 12.20 per warrant (including premium of '' 11.20), with the right to warrant holder to apply for and be allotted 1 (One) Equity Share of face value of '' 1 each fully paid up of the Company, to Asian Satellite Broadcast Private Limited, a Promoter Group entity. As per the terms of the issue, the Company received '' 411.75 million, being 25% of the cash consideration on allotment of warrants. Expenses amounting to '' 1.49 million related to issue of warrants were charged directly to other equity during the previous year.

54. To the best of information of management of the Company, the disclosure requirements to be given pursuant to Gazette notification for amendments in Schedule III to the Companies Act, 2013 dated 24 March 2021 effective from 01 April 2021 pertaining to following matters are either disclosed or not applicable to the Company.

(i) During the year, the Company has not entered into any transaction with companies struck off under Section 248 of the Companies Act,2013 or Section 560 of Companies Act,1956.

(ii) No proceeding has been initiated or pending against the Company for holding any benami property under the Benami

Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder. i

i

(iii) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.

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

(v) There are no transactions related to previously unrecorded income that have been surrendered or disclosed as Income during the year in the tax assessments under the Income Tax Act,1961.

(vi) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

(vii) As per Clause (87) of section 2 and section 186(1) of the Companies Act, 2013 and Rules made thereunder, the company is in compliance with the number of layers as permitted under the said provisions.

(viii) Utilization of borrowed funds and share premium

(a) No funds (which are material either individually or in the aggregate) 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 entity ("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 provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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 parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

56. Non-current assets held for sale

As at 31 March 2023, the Company reclassified portion of its freehold land comprising of four plots (Carrying value '' 26.70 million as at 31 March 2023), as non-current assets held for sale since it is expected that the recovery of this value will primarily occur through a sale transaction, rather than through continued use. Post 31 March 2023, these plots have been sold.

57. Previous year''s figures have been regrouped / rearranged wherever necessary to correspond with current year''s classifications / disclosures.

1

The Company during the year carried out review of related party relationship. Based on such review, which is also taken note by the Audit Committee and the Board of Directors, these parties are not related parties w.e.f 01 April 2022.

(iv) Key Management Personnel/Directors

a) Executive directors - Dinesh Kumar Garg

b) Non-executive directors - Amitabh Kumar, Rashmi Aggarwal (upto 09 August, 2021), Raj Kumar Gupta, Surender Singh, Susanta Kumar Panda, Swetha Gopalan (w.e.f. 01 August, 2021), Purushottam Vaishnava (w.e.f. 19 December 2022)

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Mar 31, 2018

1 Corporate information

Zee Media Corporation Limited (“ZMCL” or “the Company”) is incorporated in the State of Maharashtra, India and is listed on BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE) in India. The registered office of the Company is situated at 14th Floor, ‘A’ Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai - 400013, Maharashtra, India. The Company is mainly engaged in the business of broadcasting of satellite television channels i.e. news / current affairs and regional language channels and sale of television programs.

The separate financial statements (hereinafter referred to as “Financial Statements”) of the Company for the year ended 31 March 2018 were authorized for issue by the Board of Directors at their meeting held on 16 May 2018.

2. Critical accounting judgment and estimates

The preparation of financial statements in conformity with Ind AS requires the management to make estimates, assumptions and exercise judgement in applying the accounting policies that affect the reported amount of assets, liabilities and disclosure of contingent liabilities at the date of financial statements and the reported amounts of income and expenses during the year The Management believes that these estimates are prudent and reasonable and are based on the Management’s best knowledge of current events and actions. Actual results could differ from these estimates and differences between actual results and estimates are recognized in the periods in which the results are known or materialized. This note provides an overview of the areas that involves 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.

a Contingencies

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company.

Potential liabilities that have a low probability of crystallizing or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not provided for in the financial statements. There can be no assurance regarding the final outcome of these legal proceedings.

b Useful lives and residual values

The Company reviews the useful lives and residual values of property, plant and equipment, investment property and intangible assets at each financial year end.

c Impairment testing

(i) Impairment of financial assets

The impairment provisions for financial assets disclosed 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.

(ii) Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate.

d Income taxes

(i) The Company’s tax charge is the sum of the total current and deferred tax charges. The calculation of the Company’s total tax charge necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process.

(ii) Accruals for tax contingencies require management to make judgments and estimates in relation to tax related issues and exposures.

(iii) The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. Where the temporary differences are related to losses, the availability of the losses to offset against forecast taxable profits is also considered. Recognition therefore involves judgment regarding the future financial performance of the particular legal entity or Company in which the deferred tax asset has been recognized.

e Fair value of financial instruments

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques.

In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date. For details of the key assumptions used and the impact of changes to these assumptions refer note 44.

f Defined benefit obligation

The cost of post-employment and other long-term benefits is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The assumptions used are disclosed in note 45.

3. Recent accounting pronouncements

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Indian Accounting Standard (Ind AS) 115 “Revenue from Contracts with Customers”; notifying amendments to Ind AS 12 “Income Taxes” and Ind AS 21 “The Effects of Changes in Foreign Exchange Rates”. Ind AS 115, amendments to the Ind AS 12 and Ind AS 21 are applicable to the Company w.e.f. 1 April 2018.

a Ind AS 115 “Revenue from Contracts with Customers”

The core principle of Ind AS 115 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further this standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The standard permits two possible methods of transition: a) Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - “Accounting Policies, Changes in Accounting Estimates and Errors”. b) Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach). The Company is evaluating the requirements of the above Ind AS and its impact on the financial statements.

b Amendments to Ind AS

(i) Ind AS 12 “Income Taxes”

The amendment considers that tax law determines which deductions are offset against taxable income and that no deferred tax asset is recognized if the reversal of the deductible temporary difference will not lead to tax deductions. Accordingly, segregating deductible temporary differences in accordance with tax law and assessing them on entity basis or on the basis of type of income is necessary to determine whether taxable profits are sufficient to utilize deductible temporary differences.

(ii) Ind AS 21 “The Effects of Changes in Foreign Exchange Rates”

The amendment to this Ind AS requires foreign currency consideration paid or received in advance of an item of asset, expense or income, resulting in recognition of a non-monetary prepayment asset or deferred income liability to be recorded in the Company’s functional currency by applying the spot exchange rate on the date of transaction.

The date of transaction which is required to determine the spot exchange rate for translation of such items would be earlier of:

- the date of initial recognition of the non-monetary prepayment asset or deferred income liability, and

- the date on which the related item of asset, expense or income is recognized in the financial statements. If the transaction is recognized in stages, then a spot exchange rate for each transaction date would be applied to translate each part of the transaction.

The Company is evaluating the requirements of the above amendments and its impact on the financial statements.

(i) For details of property, plant and equipment and capital work-in-progress pledged as security, refer note 46

(ii) Leasehold buildings include net carrying values of Rs.42.60 million (2017: Rs.20.64 million) in respect of which the letters of allotment are received and supplementary agreements entered, however, lease deeds are pending execution.

(iii) Legal titles of freehold land (net carrying values of Rs.8.57 million (2017: Rs.8.57 million)) and freehold building (net carrying values of Rs.13.99 million (2017: Rs.14.27 million)), received pursuant to the Scheme of Arrangement and Amalgamation (refer note 38(a)), are yet to be transferred in the name of the Company.

a) Optionally convertible debentures (OCDs) have a tenure of five years from the date of allotment. The Company has an option to convert each OCD of Rs.10 each into five equity shares of Rs.1 each at any time after initial period of eighteen months. Further, the Company as well as the issuer has the option to seek redemption of OCDs during the tenure, either in full or in part. OCDs not converted into equity shares at the end of the tenure shall be redeemed at par value by the issuer

b) Compulsorily convertible debentures (CCDs) have a tenure of eighteen years from the date of allotment. The Company can convert the CCD into equity shares of Rs.10 each in the ratio of 1:1 at any time after initial period of eighteen months, but within eighteen years from the date of allotment.

c) 6% Non-cumulative, non-convertible, redeemable preference shares of Rs.1 each are redeemable at par after twenty years from the date of allotment (i.e. on 01 November 2036).

d) The Company intends to dispose off the investment, hence reclassified as current investment (Refer note 13).

ii) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.1 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

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

As per the records of the Company, including its register of shareholders/ members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

iv) The Company has not issued any bonus shares or bought back any shares during five years preceding 31 March 2018.

v) 122,381,817 Equity shares of Rs.1 each fully paid up were allotted on 09 June 2014 for consideration other than cash, pursuant to the Scheme of Amalgamation of Essel Publishers Private Limited with the Company.

vi) The Company had instituted an Employee Stock Option Plan (ZNL ESOP 2009) as approved by the Board of Directors and Shareholders of the Company in 2009 and amended from time to time for issuance of stock options convertible into equity shares not exceeding in the aggregate 5% of the issued and paid up capital of the Company as at 31 March 2009 i.e. up to 1 1,988,000 equity shares of Rs.1 each, to the employees of the Company as well as that of its subsidiaries and also to the directors (excluding independent director) of the Company at the market price determined as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The said Scheme is administered by the Nomination and Remuneration Committee of the Board. The Company has not granted any options till 31 March 2018.

(i) Capital Reserve is created pursuant to the various Schemes of Arrangement / Amalgamation over the years.

(ii) Securities premium represents the premium on equity shares issued.

(iii) General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.

(iv) Retained earnings represent the accumulated earnings net of losses if any made by the Company over the years.

(v) Expenses incurred amounting to Rs.30.66 million on account of Rights issue of equity shares in the financial year 2015-16, were adjusted against equity share capital till previous year ended 31 March 2017. These expenses have been reclassified and adjusted against securities premium reserve in these financial statements, in line with the requirement of Ind AS 32 “Financial Instruments : Presentation”.

Nature of security and terms of repayments for borrowings:

i) (a) Term loan from bank of Rs.625.88 million (2017: Nil) is secured by way of first charge (hypothecation / equitable mortgage) on the entire movable and immovable assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company. The loan is repayable in twelve half-yearly installments as per the repayment schedule commencing from June 2019 and carries interest @ 1-year MCLR 0.75 % p.a. payable monthly.

(b) Term loan from bank of Nil (2017: Rs.633.11 million) is secured by way of first hypothecation charge on entire movable fixed assets except vehicles. The loan carried interest @1-year MCLR 2.75% p.a. payable monthly and was repayable in twenty-one quarterly installments as per repayment schedule commencing from October 2015. The said loan has been prepaid during the year

ii) Vehicle loans from banks and others are secured by way of hypothecation of specific vehicles, carries interest ranging from 7.90% to 10.30% p.a. and are repayable upto March 2022.

(a) Cash credit from bank of Rs.606.31 million (2017: Nil) is secured by first charge (hypothecation / equitable mortgage) on the entire movable and immovable assets, current assets including receivables (present and future) and exclusive charge on debt service reserve account and/or any other bank account of the Company.

iii) Cash credit from bank of Nil (2017: Rs.431.16 million) is secured by way of pari passu hypothecation charge on entire current assets and collaterally secured by first hypothecation charge on entire movable fixed assets except vehicles.

Note: The statutory tax rate is the standard effective corporate income tax rate in India. The tax rate for deferred tax assets for the year ended 31 March 2018 is 34.944% (2017: 34.608%). Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so.

4 Leases

(a) Operating lease

The Company has taken office, residential facilities, plant and machinery (including equipment) etc. under cancellable / non-cancellable operating lease agreements, that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease varies from eleven to one hundred and twenty months. The rental obligations are as follows:

(b) Finance lease

The Company does not have any lease in the nature of finance lease.

^A The Company has received legal notices of claims/law suits filed against it relating to infringement of copyrights, defamation suits etc. in relation to programs telecasted / other matters. The claim amount is based on best possible estimate arrived at on the basis of available information. The Company has engaged reputed advocates to protect its interest and has been advised that it has strong legal position against such disputes. In the opinion of the management, no material liability is likely to arise on account of such claims / law suits.

* Corporate guarantees include premium accrued on debentures of Rs.912.09 million (2017: Rs.549.23 million)

5 Micro, Small and Medium Enterprises

The Company has no dues to Micro, Small and Medium Enterprises during the year ended 31 March 2018, on the basis of information provided by the parties and available on record. Further, there is no interest paid / payable to Micro, Small and Medium Enterprises as at 31 March 2018.

6 Information required under Section 186(4) of the Companies Act, 2013

(a) Loans given and security provided

During the year, the Company has not given any loan or provided security.

(b) Investments made

There are no investments made by the Company other than those disclosed in Note 8, 13 and 38(b) of the financial statements.

7 The Management is of the opinion that its international and domestic transactions are at arm’s length as per the independent accountants report for the year ended 31 March 2017. The Management continues to believe that its international transactions and the specified domestic transactions during the current financial year are at arm’s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

8 Pursuant to the Letter of Offer dated 16 March 2015 for Rights Issue of equity shares, the Company had allotted 108,643,732 Rights equity shares of Rs.1 each, fully paid up, on 18 April 2015, at a price of Rs.18 per share (including premium of Rs.17 per share). The said Rights Issue was fully subscribed for an amount aggregating to Rs.1,955.59 million, resulting in increase in Paid-up Share Capital of the Company to Rs.470.79 million, comprising of 470,789,505 equity shares of Rs.1 each. The said proceeds have been utilized for the stated purposes as per details given below:

9 Scheme of Arrangement and Amalgamation

The Board of Directors of the Company at their meeting held on 27 October 2016 approved a Scheme of Arrangement and Amalgamation between the Company (“the Company, “ZMCL” or the “Demerged company”) and its subsidiaries Diligent Media Corporation Limited (“DMCL” or the “Resulting Company”), Mediavest India Private Limited (“MIPL” or the “Transferor Company 1”), Pri-Media Services Private Limited (“PSPL” or the “Transferor Company 2”), Maurya TV Private Limited (“MTPL” or the “Transferor Company 3”) and their respective shareholders and Creditors (hereinafter referred as “the Scheme”), inter alia, for a) Demerger of the Print Media business undertaking of the Company and vesting with DMCL; b) Amalgamation of MIPL and PSPL with DMCL; and c) Amalgamation of MTPL with the Company, with effect from Appointed Date of 1 April 2017. The Scheme has been approved by the Mumbai bench of Hon’ble National Company Law Tribunal (NCLT) vide its Order dated 8 June 2017 and the certified copy of the Order approving the Scheme has been filed with the Registrar of Companies on 28 July 2017 (the “Effective date”). The effect of the Scheme has been given in these standalone financial statements for the year ended 31 March 2018.

a) Merger of MTPL with the Company

Pursuant to the Scheme,

i) Entire business and whole of the undertaking of MTPL merged with the Company with effect from the appointed date by applying Pooling of Interest method as laid down in Appendix C of the Indian Accounting Standard (Ind AS) 103 “Business Combinations” relating to accounting for common control business combinations.

ii) Inter-company balances, loan and advances, investments in share have been cancelled.

iii) In accordance with the requirements of para (a) (iii) of Appendix ‘C’ of Ind AS 103 “Business Combinations”, the financial statements of the Company as at end for the year ended 31 March 2017 have been restated as if the business combination had occurred from the beginning of the preceding period i.e. 1 April 2016. The impact of such restatement on the reserves as at 1 April 2016, balance sheet as at 31 March 2017 and the statement of profit and loss for the year ended on that date is as under:

iv) The authorized share capital of the Company has increased by 230,000,000 equity shares of Rs.1 each.

b) Demerger of Print Media Business Undertaking

Pursuant to the Scheme,

i) All assets and liabilities of the Print Media Business Undertaking of the Company, which comprises of ‘I am in dna of India’ project of the Company and the newspaper printing business carried out through PSPL and MIPL, stand transferred to and vested with DMCL at their carrying values on going concern basis with effect from 1 April 2017;

ii) Excess of assets over liabilities amounting Rs.46.03 million has been adjusted to the capital reserve of the Company as detailed below:

iii) The Board of Directors of DMCL on 9 October 2017 allotted 1 17,708,1 18 equity shares of Rs.1 each fully paid up of DMCL to the shareholders of the Company in the ratio of one equity share of Rs.1 each of DMCL for every four equity shares of Rs.1 each of the Company.

iv) DMCL ceased to be a subsidiary with effect from 1 April 2017.

c) Discontinued Operations

The financial statements of the Print Media Business Undertaking of the Company for the year ended 31 March 2017 and assets and liabilities as at that date, being discontinued operations, have been restated and disclosed separately under discontinued operations as required by the Indian Accounting Standard 105 “Non-current Assets Held for Sale and Discontinued Operations” and Schedule III of the Companies Act, 2013.

Information in respect of discontinued operations i.e., Print Media Business Undertaking is as under:

i) Balance sheet as at 31 March 2017 - Refer note 38(b)(ii) above

ii) Statement of profit and loss for the year ended 31 March 2017

10 Disclosure as required by Schedule V(A) (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the year no loans and advances were given to any subsidiaries, associates or any firm / company in which directors are interested.

11 Corporate Social Responsibility (CSR)

During the year the Company has spent Rs.5.50 millions (2017: Rs.3.37 millions) towards CSR initiatives as required by Section 135 read with Schedule VII of the Companies Act, 2013. CSR spend has been charged to the statement of profit and loss under “Other expenses’ in line with ICAI note issued in May 2015.

12 Segment information

The financial statements of the Company contain both the consolidated financial statements as well as separate financial statements. Hence, the Company has presented segment information on the basis of consolidated financial statements as permitted by Ind AS 108 “Operating Segments”. The Company has only one major identifiable business segment viz. broadcasting of satellite television channels.

13 A Financial instruments a Financial risk management objective and policies

The Company’s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include investments, trade and other receivables, and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Board provides guidance for overall risk-management, as well as policies covering specific areas such as credit risk, liquidity risk and investment of excess liquidity.

(i) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. Financial instruments affected by market risk includes borrowings, deposits and other financial instruments.

1 Interest rate risk

This refers to risk to Company’s cash flow and profits on account of movement in market interest rates.

For the Company the interest risk arises mainly from interest bearing borrowings which are at floating interest rates. To mitigate interest rate risk, the Company closely monitors market interest and as appropriate makes use of optimized borrowing mix / composition etc. Vehicle loans carrying fixed coupon rate and hence not considered for calculation of interest rate sensitivity of the Company.

(b) Interest rate sensitivity analysis

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rate of 50 basis points increase or decrease. The calculations are based on the variable rate borrowings outstanding at balance sheet date. All other parameters are held constant.

2 Foreign currency risk

Currency risk is the risk that the fair value or future cash flows fluctuate because of changes in market prices. The Company is exposed to foreign exchange risk on their receivables and payables which are mainly held in the United State Dollar (“USD”), the Euro (“EUR”) and the Great Britain Pound (“GBP”). Consequently the Company is exposed primarily to the risk that the exchange rate of the Indian Rupees (“INR”) relative to the USD, the EUR and the GBP may change in a manner that has an effect on the reported values of the Company’s assets and liabilities that are denominated in these foreign currencies. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.

The following table sets forth information relating to unhedged foreign currency exposure at the end of the reporting period:

Sensitivity to foreign currency risk

The following table demonstrates the sensitivity in the USD, EUR and GBP with all other variables held constant. The below impact on the Company’s profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date:

(ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, deposits given, investments and balances at bank.The Company measures the expected credit loss of trade receivables based on financial conditions / market practices, credit track record in the market, analysis of historical bad debts and past dealings for extension of credit to customers. Individual credit limits are set accordingly. The Company monitors the payment track record of the customers and ageing of receivables. Outstanding customer receivables are regularly monitored. The Company considers the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken advances and security deposits from some of its customers, which mitigate the credit risk to an extent.

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. Investments primarily include investment in redeemable preference shares, optionally convertible debentures, compulsorily convertible debentures and other debt instruments. Security deposits against leasing of premises are refundable upon closure of the lease and credit risk associated with such deposits is relatively low.

The following table gives details in respect of percentage of revenues generated from top 10 customers :

(iii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - borrowings, trade payables and other financial liabilities. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities. It maintains adequate sources of financing including loans, debt and overdraft from banks. It also enjoys strong access to domestic capital markets across various debt instruments.

Exposure to liquidity risk

The table below provides details regarding the contractual maturities of financial liabilities (including interest accrued) at the reporting date. The contractual cashflow amounts are gross and undiscounted.

* Current maturities of borrowings aggregating Rs.179.85 million form part of other current financial liabilities hence the same is not considered separately in borrowings

B Capital management Risk management

The Company manages its capital structure and makes necessary adjustments in light of changes in economic conditions and the requirement of financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, issue new shares or raise / retire debt. The primary objective of the Company’s capital management is to maximize the shareholders’ value.

For the purpose of the Company’s capital management, equity includes issued capital, securities premium and other reserves. Net debt includes loans less cash and bank balances. The Company manages capital by monitoring gearing ratio which is net debt divided by equity plus net debt.

* Including deposits with banks having original maturity period of more than twelve months of Rs.36.12 million (2017: Rs.17.84 million) shown under other current and non-current financial assets

Loan covenants

Borrowings contain certain debt covenants relating to limitation on net debt to EBITDA ratio and debt service coverage ratio. The Company has also satisfied all other debt covenants prescribed in the respective sanction of bank loan.

# represents Rs.50 only.

* investment as at 31 March 2018 is fully impaired.

(ii) Fair value hierarchy

The fair values of the financial assets and liabilities are the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standards. An explanation for each level is given below.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level.

(a) The Company’s borrowings that have been contracted at floating rates of interest are reset at short intervals. Accordingly, the carrying value of such borrowings approximates fair value.

(b) The fair values for other non-current financial assets and liabilities and long-term borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

(c) The carrying amounts of trade receivables, cash and bank balances, current borrowings, trade payables and other current financial liabilities are considered to be approximately equal to the fair value due to the shortterm maturities of these financial assets/liabilities.

(d) There have been no transfers between level 1, level 2 and level 3 for the years ended 31 March 2018 and 31 March 2017

14 Gratuity and other long-term benefit plans

The disclosure of employee benefits as defined in the Ind AS 19 - “Employee Benefits” are given below:

(a) Defined contribution plan:

“Contribution to provident and other funds” is recognized as an expense in note 25 “Employee benefits expense” of the statement of profit and loss.

(b) The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for gratuity is non funded.

VII. Quantitative sensitivity analysis

The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following table summarizes the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 100 basis points while holding all other assumptions constant.

Notes:

(a) The amount recognized as expenses and included in note 25 ‘Employee benefits expense’ are gratuity Rs.19.08 million net of capitalization (2017: ‘ 13.43 million net of capitalization) and leave encashment Rs.27.74 million (2017: Rs.20.73 million net of amount capitalized). Net interest cost on defined benefit obligation recognized in note 26 ‘Finance costs’ is Rs.8.64 million (2017: Rs.8.08 million). The remeasurement of the net defined benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

VIII. The Company is exposed to various actuarial risks which are as follows:

(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the defined benefit and will thus result in an increase in the value of the liability.

(b) Liquidity risk - This is the risk that the Company is not able to meet the short-term benefit payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

(d) Regulatory risk - Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity of Rs.20,00,000).

(e) Demographic risk - The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse as compared to the assumptions.

(c) Other long-term benefits

The obligation for leave benefits (non funded) is also recognized using the projected unit credit method and accordingly the long term paid absences have been valued.

15 Collateral / security pledged

The carrying amount of assets pledged as security for current and non-current borrowings of the Company are as under:

16 Related party disclosures (A) List of parties where control exists: i) Direct subsidiaries

Zee Akaash News Private Limited (extent of holding 60%)

Ez-Mall Online Limited (wholly owned subsidiary - incorporated on 21 June 2017)

Mediavest India Private Limited (extent of holding 100%) ^A Pri-Media Services Private Limited (extent of holding 100%) ^A Maurya TV Private Limited $

ii) Indirect subsidiary

Diligent Media Corporation Limited (extent of holding 100%) ^A

iii) Associates

Today Merchandise Private Limited (extent of holding 49% w.e.f. 01 October 2016)

Today Retail Network Private Limited (extent of holding 49% w.e.f. 01 October 2016)

iv) Other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year

ATL Media Limited, Creantum Securities Private Limited, Cyquator Media Services Private Limited, Digital Subscriber Management and Consulting Private Limited, Diligent Media Corporation Limited, Dish TV India Limited, Essel Business Excellence Services Limited, Essel Corporate Resources Private Limited, Essel Finance VKC Forex Limited, Essel Realty Private Limited, Essel Vision Productions Limited, India Webportal Private Limited, Jay Properties Private Limited, Pan India Network Limited, Planetcast Media Services Limited (upto 31 March 2017), Sarthak Entertainment Private Limited, Siti Networks Limited, Subhash Chandra Foundation (formerly Dr Subhash Chandra Foundation), Taj Television (India) Private Limited (upto 28 February 2017), Zee Digital Convergence Limited, Zee Entertainment Enterprises Limited, Zee Learn Limited, Zee Turner Limited, Zee Unimedia Limited.

v) Key Management Personnel / Directors

Dr. Subhash Chandra (Non-executive Chairman upto 23 May 2016), Rajiv Singh (Executive Director & COO w.e.f. 09 September 2016), Jagdish Chandra (Executive Director - Regional News Channels w.e.f. 03 February 2017), Rajendra Kumar Arora (Executive Director & CEO from 24 May 2016 to 30 August 2016), Rashmi Aggarwal, Kanta Devi Allaria, Surjit Banga and Uma Mandavgane.

^A Demerged w.e.f. 01 April 2017 and became other related party.

$ Merged with the Company w.e.f. 01 April 2017 (Refer note 38)

(a) * includes expenses capitalized

(b) The above disclosures are excluding Ind AS adjustments.

(c) Parties with transaction less than 10% of the group total are grouped under the head “Other related parties”.

(d) Remuneration to executive directors is based on Form 16 issued under the Income Tax Act, 1961 and excludes leave encashment Rs.0.53 million (2017: Rs.0.25 million) and gratuity Rs.0.01 million (2017: Rs.0.00 million) provided on the basis of actuarial valuation.

(e) Corporate guarantee outstanding includes Rs.912.09 million (2017: Rs.549.23 million), being premium accrued and payable at the time of redemption of debentures.

(f) Transaction pursuant to the Scheme of Arrangement and Amalgamation (refer note 38) are not included in above details.

17 During the year ended 31 March 2017, the Board had approved acquisition of initial 49% Equity stake in the Radio Broadcasting business of Reliance Broadcast Network Limited (RBNL). The said proposal is awaiting approval from Ministry of Information and Broadcasting.

18 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with current year’s classifications / disclosures.

---

Mar 31, 2017

1. Critical accounting judgment and estimates

The preparation of financial statements requires management to exercise judgment in applying the Company''s accounting policies. It also requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures including disclosure of contingent liabilities . Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis, with revisions recognized in the period in which the estimates are revised and in any future periods affected.

a Contingencies

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that have a low probability of crystallizing or are very difficult to quantify reliably, are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not provided for in the financial statements. There can be no assurance regarding the final outcome of these legal proceedings.

b Useful lives and residual values

The Company reviews the useful lives and residual values of property, plant and equipment, investment property and intangible assets at each financial year end.

c Impairment testing

(i) Judgment is also required in evaluating the likelihood of collection of customer debt after revenue has been recognized. This evaluation requires estimates to be made, including the level of provision to be made for amounts with uncertain recovery profiles. Provisions are based on historical trends in the percentage of debts which are not recovered, or on more detailed reviews of individually significant balances.

(ii) Determining whether the carrying amount of these assets has any indication of impairment also requires judgment. If an indication of impairment is identified, further judgment is required to assess whether the carrying amount can be supported by the net present value of future cash flows forecast to be derived from the asset. This forecast involves cash flow projections and selecting the appropriate discount rate.

d Tax

(i) The Company''s tax charge is the sum of the total current and deferred tax charges. The calculation of the Company''s total tax charge necessarily involves a degree of estimation and judgment in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process.

(ii) Accruals for tax contingencies require management to make judgments and estimates in relation to tax audit issues and exposures.

(iii) The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. Where the temporary differences are related to losses, the availability of the losses to offset against forecast taxable profits is also considered. Recognition therefore involves judgment regarding the future financial performance of the particular legal entity or tax Company in which the deferred tax asset has been recognized.

e Fair value measurement

A number of company''s accounting policies and disclosures require the measurement of fair values, for both financial and non- financial assets and liabilities. When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized 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. 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).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of a fair value hierarchy then the fair value measurement is categorized in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

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

f Television programs

The Company has several types of programming inventory: news current affairs and regional language. The key area of accounting for inventory requiring judgment is the assessment of the appropriate nature over which to programming inventory should be amortized. The key factors considered by the Company are as follows:

a) News / current affairs / chat shows / events etc. are fully expensed on telecast since such programs do not have repeat value. This treatment best represents our estimate of the benefits received from the acquired rights.

b) The programs (other than (a) above) are amortized over a period of three financial years over which revenue is expected to be generated from exploitation of programs.

g Defined benefit obligation

The costs of providing pensions and other post-employment benefits are charged to the statement of profit and loss in accordance with Ind AS 19 ''Employee benefits'' over the period during which benefit is derived from the employees'' services. The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates. The same is disclosed in note 53.

2. Standards issued but not yet effective

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

Amendment to Ind AS 7:

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

Amendment to Ind AS 102:

The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled awards. Market-based performance conditions and non-vesting conditions are reflected in the ''fair values'', but non-market performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest. Also, the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement. The Company is evaluating the requirements of the amendment and the impact on the financial statements is being evaluated.

* Refer note 43

(ii) Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of ''1 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

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

As per the records of the Company, including its register of shareholders/ members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(v) The Company has instituted an Employee Stock Option Plan (ZNL ESOP 2009) as approved by the Board of Directors and Shareholders of the Company in 2009 and amended from time to time for issuance of stock options convertible into equity shares not exceeding in the aggregate 5% of the issued and paid up capital of the Company as at 31 March 2009 i.e. up to

1 1,988,000 equity shares of ''1 each, to the employees of the Company as well as that of its subsidiaries and also to the directors (excluding an independent director) of the Company at the market price determined as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The said Scheme is administered by the Nomination and Remuneration Committee of the Board. The Company has not granted any options till 31 March 2017.

# Income tax demands mainly include appeals filed by the Company before various appellate authorities against the disallowance of expenses / claims, non-deduction / short deduction of tax at source etc. The management is of the opinion that its tax cases will be decided in its favour and hence no provision is considered necessary at this stage.

^A The amount represents the best possible estimate arrived at on the basis of available information. The Group has engaged reputed advocates to protect its interest and has been advised that it has strong legal position against such disputes.

* The Company has received legal notices of claims / law suits filed against it relating to infringement of copy rights, defamation suits etc. in relation to programs telecasted / other matters. In the opinion of the management, no material liability is likely to arise on account of such claims / law suits.

3. Managerial remuneration

(a) Remuneration paid or provided in accordance with Section 197 of the Companies Act, 2013 to Executive director and CEO/ COO, included in note 27 "Employee benefits expense" is as under :

Note: Salary and allowances include basic salary, house rent allowance, leave travel allowance and performance bonus but excluding leave encashment and gratuity provided on the basis of actuarial valuation.

# Mr. Rajiv Singh, Excecutive Director and COO from 09 September 2016.

# Mr. Jagdish Chandra, Excecutive Director - Regional News Channels from 03 February 2017.

* Mr. Rajendra Kumar Arora, Executive Director and CEO from 24 May 2016 to 30 August 2016.

* Mr. Ashish Kripal Pandit, Executive Director and CEO from 01 June 2015 to 12 October 2015.

(b) Commission payable to Non-executive directors of ''1.66 million (''1.42 million) based on profits for the year is included in Miscellaneous expenses under note 30 "Other expenses".

(c) Sitting fees paid to Non-executive directors of ''1.58 million (''1.10 million) is included in Miscellaneous expenses under note 30 "Other expenses".

4. These standalone financial statements of the Company for the year ended 31 March 2017, were authorized for issue by the Audit Committee and the Board of Directors at their respective meeting held on 24 May 2017.

5. Micro, small and medium enterprises

The Company has no dues to Micro, Small and Medium enterprises during the year ended 31 March 2017, on the basis of information provided by the parties and available on record. Further, there is no interest paid/payable to Micro, Small and Medium enterprises.

Note : All the loans are short term in nature given for general business purpose, and carry interest 012.50% per annum.

(b) Investments made

There are no investments made during the year except those mentioned in note 9 in the financial statements.

(c) Guarantees given

The Company has provided guarantees aggregating to ''2500 million for redeemable non convertible debentures issued (2016: ''2,500.00 million) by its wholly owned subsidiary viz. Pri-Media Services Private Limited and ''200 million (2016: ''200 million) for loans raised by it''s indirect subsidiary namely Diligent Media Corporation Limited.

(d) Securities given

There are no securities given during the year.

6.During the year, the Company has made political contribution of Nil (2016: ''1.00 million) to Rashtriya Janta Dal.

7.The Management is of the opinion that its international and domestic transactions are at arm''s length as per the independent accountants report for the year ended 31 March 2016. The Management continues to believe that its international transactions and the specified domestic transactions during the current financial year are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

The Rights Issue expenses ofRs,5.47 million andRs,25.19 million incurred during the year ended 31 March 2016 and upto 31 March 2015 are adjusted against Equity Share Capital.

8. Scheme of Arrangement and Amalgamation

At the meeting held on 27 October 2016, the Board of Directors of the Company had approved a Scheme of Arrangement and Amalgamation between the Company Diligent Media Corporation Limited (DMCL), Mediavest India Pvt Ltd (Mediavest), Pri-Media Services Pvt Ltd (''Pri-Media''), Maurya TV Private Limited (''Maurya'') and their respective shareholders and creditors inter alia for (a) demerger of Print Media business of the Company in to DMCL; (b) consolidation of Print Media business under DMCL by way of merger of Mediavest and Pri-Media with DMCL; and (c) Merger of Maurya with the Company, with effect from Appointed Date of 1 April 2017. Subsequent to receipt of No-objection of the Stock Exchanges to the Scheme and approval of the Shareholders of the Company at the Meeting held on 27 March 2017. Petition(s) have been filed with Mumbai Bench of Hon''ble National Company Law Tribunal seeking its final approval to the Scheme. No effect of the Scheme has been given in these financial statements as the Appointed Date for the Scheme is 1 April 2017.

9. During the year ended 31 March 2017, the Board had approved acquisition of initial 49% Equity stake in the Radio Broadcasting business of Reliance Broadcast Network Limited (RBNL). The said proposal is awaiting approval from Ministry of Information and Broadcasting.

10. During the year ended 31 March 2017, the Company has acquired 49% equity stake in Today Merchandise Pvt Ltd (TMPL) and Today Retail Network Pvt Ltd (TRNPL), both engaged in E-commerce business.

11. Disclosures as required by Schedule V (A) (2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

(a) Loans and advances given to Subsidiary (Loanee):

12. As per Section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The Company is required to spend ''3.37 million for the year against which ''3.37 million has been spent on activities specified in Schedule VII of the Companies Act, 2013.

13. Segment reporting

The Company is engaged in the business of broadcasting of satellite television channels which in the context of IND AS 108 "Operating Segment " is considered as the only reportable operating segment.

14. No dividend on equity shares is approved by the Board of Directors for the year ended 31 March 2017. Dividend paid on equity shares for the year ended 31 March 2016 is ''0.15 per equity share which aggregates to ''70.62 million excluding dividend distribution tax of ''14.37 million.

15. Financial instruments

a) Financial risk management objective and policies

The Company''s principal financial liabilities, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include investments, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s management oversees the management of these risks.

i) Market risk

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

1) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair value of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will vary because of fluctuations in the interest rates.

The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s term loan from bank. Vehicle loans carries fixed coupon rate and hence not considered for calculation of interest rate sensitivity of the Company.

Interest rate sensitivity analysis

The sensitivity analysis below demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company''s profit before tax is affected through the impact of change in interest rate of borrowings, as follows:

If interest rates had been 50 basis points higher or lower and all other variables were held constant, the Company''s profit before tax for the year ended 31 March, 2017 would decrease/increase byRs,3.46 million (2016:Rs,3.91 million).

2) Foreign currency risk

The Company enters into transactions in currency other than its functional currency and is therefore exposed to foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the functional currency of that Company. The management has taken a position not to hedge this currency risk.

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.

Foreign currency sensitivity analysis

The following table demonstrates the sensitivity to a 10% increase / decrease in foreign currencies with all other variable held constant. The below impact on the Company''s profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date.

3) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers, deposits and loans given, investments and balances at bank.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. Expected Credit Loss is based on actual credit loss experienced and past trends based on the historical data.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies. Investments primarily include investment in non convertible debentures, certificates of deposit and other debt instruments.

The following table gives details in respect of percentage of revenues generated from top 10 customers :

ii) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company''s principal source of liquidity are cash and cash equivalents and the cash flow i.e. generated from operations. The Company consistently generated strong cash flows from operations which together with the available cash and cash equivalents and current investment provides adequate liquidity in short terms as well in the long term.

* Current maturities of borrowings aggregatingRs,179.85 million form part of other financial liabilities hence the same is not considered separately in borrowings.

* Current maturities of borrowings aggregatingRs,113.19 million form part of other financial liabilities hence the same is not considered separately in borrowings.

* Current maturities of borrowings aggregatingRs,84.77 million form part of other financial liabilities hence the same is not considered separately in borrowings.

b) Capital management

For the purpose of the Company'' s capital management, capital includes issued capital and all other equity reserves. The Company manages its capital structure to ensure that it will be able to continue as a going concern while maximizing the return to the stakeholders.

For the purpose of the Company''s capital management, equity includes issued capital, securities premium and other reserves. Net debt includes loans less cash and bank balances. The Company manages capital by monitoring gearing ratio which is net debt divided by equity plus net debt.

# representsRs,50

* Other financial liabilities includes current maturities of long term borrowings.

The management assessed that cash and cash equivalents and bank balances, trade receivables, other financial assets, certain investments, trade payables and other current liabilities approximate their fair value largely due to the short-term maturities of these instruments. Difference between carrying amount and fair value of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortized cost is not significant in each of the year presented.

d) Fair value hierarchy

All financial assets and liabilities at amortized cost are in Level 3 of fair value hierarchy and have been considered at carrying amount.

Other financial instruments measured at fair value through other comprehensive income and included in Level 3 categories have not been determined considering insignificant value.

16. Employee benefits

The disclosure as per Ind AS 19 - Employee Benefits is as follows:

a) Defined contribution plan:

"Contribution to provident and other funds" is recognized as an expense in note 27 "Employee benefit expenses" of the statement of profit and loss.

b) Defined benefit plans

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognized using the projected unit credit method.

VII. Sensitivity analysis

The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following table summarizes the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 100 basis points

Notes:

(a) The current service cost recognized as an expenses included in the note 27 ''Employee benefits expense'' as gratuity. The remeasurement of the net defined benefit liability is included in other comprehensive income.

(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the Actuary.

(c) Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

c) Other long term benefits

The obligation for leave benefits (non funded) is also recognized using the projected unit credit method and accordingly the long term paid absences have been valued. The leave encashment expense is included in the note 27 "Employee benefit expenses".

17. First time Adoption of Ind AS

For all periods up to and including the year ended 31 March 2016, the Company had prepared its financial statements in accordance with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP). This note explains the principal adjustments made by the Company in restating its financial statements prepared under Previous GAAP.

a) Exceptions and exemptions availed on first time adoption of Ind AS 101

(i) Investment in Subsidiary and Associates

The Company has elected to adopt the carrying value under previous GAAP as on the date of transition i.e. 1 April 2015 in its separate financial statements.

(ii) Business combinations

The Company has elected to apply Ind AS 103 Business Combinations prospectively from 1 April 2015.

(iii) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

(iv) De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. Accordingly the Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

(v) Estimates

An entity''s estimates in accordance with Ind AS 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

b) Reconciliations between Previous GAAP and Ind AS

The following reconciliations provides the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101

(i) Effect on the balance sheet

(ii) Effect on the statement of profit and loss and other comprehensive income

(iii) Reconciliation of total equity

(iv) Reconciliation of total comprehensive income

(v) Effect on the statement of cash flows

Explanations for reconciliation of balance sheet and statement of profit and loss and other comprehensive income as previously reported under IGAAP to Ind AS a) Deposits

Under Previous GAAP, the Company accounted for deposits received / given at transaction value. Under Ind AS, the deposits with inherent significant financing element are initially recorded at fair value with the difference between transaction value and fair value being treated as prepaid expenses.

b) Borrowings

Under Previous GAAP, transaction costs incurred in connection with borrowings were charged to statement of profit and loss. Under Ind AS, borrowings are recorded initially at fair value less transaction costs and are subsequently measured at amortized cost as per the Effective Interest Rate (EIR) method.

c) Dividend

Under previous GAAP, the Company had recognized liability on account of dividend proposed by the Board of directors pending approval from the shareholders. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the annual general meeting.

d) Property, plant and equipment

The Company elected to apply Ind AS 16 from the date of acquisition of Property , plant and equipment and the impact thereon has been taken into retained earnings.

e) Depreciation and amortization

Under Ind AS, the Company has elected to apply Ind AS 16-Property, plant and equipment from the date of acquisition of property, plant and equipment and accordingly depreciation has been retrospectively calculated and the resultant change has been adjusted in retained earnings.

f) Defined benefit obligations

As per Ind AS-19 Employee Benefits, actuarial gains and losses are recognized in other comprehensive income and not reclassified to Statement of profit and loss in a subsequent period.

g) Tax adjustments

Tax adjustments include deferred tax impact on account of differences between Previous GAAP and Ind-AS.

h) Share application money

Share application money pending allotment is considered into other equity.

i) Right issue expenses

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax. j) Financial guarantee fees

The company has given corporate guarantee to banks/financial institutions for financing facilities sanctioned to subsidiaries. The Company has recognized the financial guarantee fees on such guarantees provided and the same is treated as investment in subsidiaries.

k) Capital work-in-progress

In Previous GAAP, CWIP included intangible assets under development, which in Ind-AS are reclassified to Intangible Assets under development.

l) Investment property under development

In Previous GAAP, Investment Property under development was included other current assets, which in Ind-AS is reclassified to Investment Property under development.

18. Related party transactions List of parties where control exists:-Direct Subsidiary :

- Zee Akaash News Private Limited (extent of holding 60%),

- Mediavest India Private Limited (extent of holding 100%)

- Pri - Media Services Private Limited (extent of holding 100%)

- Maurya TV Private Limited (extent of holding 100% )

Indirect Subsidiary :

- Diligent Media Corporation Limited (Mediavest India Private Limited holds 100% w.e.f. 02 November 2016)

(89,095,342 equity shares held out of a total of 89,095,542 equity shares ofRs,10 each upto 01 November 2016)

Associates :

- Today Merchandise Private Limited (extent of holding 49% w.e.f. 01 October, 2016)

- Today Retail Network Private Limited (extent of holding 49% w.e.f. 01 October, 2016)

Other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year

ATL Media Limited, Cyquator Media Services Private Limited, Dish TV India Limited, Digital Subscriber Management and Consultancy Services Private Limited, Dr. Subhash Chandra Foundation, Essel Business Excellence Services Limited, Essel Corporate Resources Private Limited, Essel Vision Productions Limited, Essel Finance VKC Forex Limited, Planetcast Media Services Limited (formerly known as Essel Shyam Communication Limited), Jay Properties Private Limited, India Webportal Private Limited, Pan India Network Limited, Siti Networks Limited, Smart Wireless Private Limited, Taj Television (India) Private Limited, Zee Entertainment Enterprises Limited, Zee Foundation, Zee Learn Limited, Zee Turner Limited, Zee Digital Convergance Limited and Zee Unimedia Limited.

Key management personnel Directors

Dr. Subhash Chandra (Non-Executive Chairman upto 23 May 2016) Shri. Rajendra Kumar Arora (Executive Director and CEO of the Company from 24 May 2016 to 30 August 2016), Shri. Rajiv Singh (Excecutive Director and COO w.e.f. 09 September 2016), Shri Jagdeesh Chandra (Excecutive Director - Regional News Channels w.e.f. 03 February 2017) and Shri Ashish Kripal Pandit (Excecutive Director and CEO from 01 June 2015 to 12 October 2015).

"0.00" denotes less thanRs,10,000

* includes expense capitalized

Note:

(a) Parties with transaction less than 10% of the group total are grouped under the head "Other Related Parties".

(b) Salaries, allowances and perquisites paid to key managerial personnel for the year excludes leave encashment and gratuity provided on the basis of actuarial valuation on an overall Company basis. Allowances and perquisites are valued as per the Income Tax Act, 1961.

19. Previous year comparatives

Previous year''s figures have been regrouped, rearranged or recast wherever necessary to conform to current year''s classification. Figures in brackets pertain to previous year.

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Mar 31, 2016

Note:

a. Effective 1 April 2015, the Company has changed its method of accounting in respect of expenses incurred on development of new television channels till the time it is ready for commercial launch as Intangible assets, as permitted under AS 26, instead of charging it to Statement of Profit and Loss. Accordingly, Rs, 18.67 million of development expenditure has been capitalized during the period. Had the Company continued to use the earlier method of accounting, the profit after tax for the current period would have been lower by Rs, 12.21 million.

b. With effect from 1 April, 2014, the Company has revised the useful life of some of its fixed assets to comply with the useful life as prescribed by Schedule II to the Companies Act, 2013. The carrying amount of the asset as on the date, (i.e., 1 April, 2014) has to be depreciated over the remaining prescribed useful life of the asset. Consequently, the depreciation charge of Rs, 54.78 million representing the written down value of fixed assets whose lives have expired as at 1 April, 2014 and deferred tax thereon of Rs, 18.62 million have been adjusted in surplus in the Statement of Profit and Loss. Previous year depreciation on tangible and intangible assets includes this depreciation of Rs, 54.78 million and Rs, 0 million (Rs, 2,662) respectively.

Note:

a) Each debenture is compulsorily convertible on or before seven years from the date of allotment at the option of the debenture holder at the fair value of the equity shares at the time of conversion.

b) Each debenture is compulsorily convertible on or before five years from the date of allotment at the option of the debenture holder at the fair value of the equity shares at the time of conversion.

c) Each debenture is compulsorily convertible on or before five years from the date of allotment at the option of the debenture holder at a conversion ratio of one equity share of Rs, 10 each for every Compulsorily Convertible Debenture of Rs, 10.

1. Operating Lease

The Company has taken office premises, residential premises and plant and machinery (including equipments) etc. under cancellable/non-cancellable lease agreements, that are renewable on a periodic basis at the option of both the Lesser and the Lessee. The initial tenure of the lease period is generally for 11 to 120 months.

# Income tax demands mainly include appeals filed by the Company before various appellate authorities against the disallowance of expenses / claims. The management is of the opinion that its tax cases will be decided in its favour and hence no provision is considered necessary at this stage.

* The Company has received legal notices of claims / law suits filed against it relating to infringement of copy rights, defamation suits etc. in relation to programs telecasted / other matters. In the opinion of the management, no material liability is likely to arise on account of such claims / law suits.

* Remuneration excludes leave encashment and gratuity provided on the basis of actuarial valuation on an overall Company basis.

Mr. Alok Agrawal who was appointed as Whole-time director of the Company w.e.f. 30 July, 2013 for a period of three years had resigned w.e.f. close of business on 12 May, 2014.

Mr. Ashish Kripal Pandit who was appointed as Executive director and CEO of the Company w.e.f. 01 June, 2015 has resigned w.e.f. close of business on 12, October 2015.

(b) Commission payable to Non executive directors of Rs, 1.42 million (Rs, 0.77 million) based on profits for the year is included in Miscellaneous expenses'' (Refer Note 24).

(c) Sitting fees paid to Non executive directors of Rs, 1.10 million (Rs, 1.18 million) is included in ''Miscellaneaous expenses'' (Refer Note 24).

2. As per the requirement of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been constituted by the Company. The Company is required to spend Rs, 3.15 million (Rs, 4.94 million) on the activities specified in the Schedule VII of the Companies Act, 2013 which has been fully paid during the year and included in Note 24.

3. Pursuant to the Letter of Offer dated 16 March, 2015 for Rights Issue of equity shares, the Company has allotted 108,643,732 Rights Equity Shares of Rs, 1 each, fully paid up, on 18 April, 2015, at a price of Rs, 18 per share (including premium of Rs, 17 per share). The said Rights Issue was fully subscribed for an amount aggregating to Rs, 1,955.59 million, resulting in increase in Paid-up Share Capital of the Company to Rs, 470.79 million, comprising of 470,789,505 Equity Shares of Rs, 1 each. Out of the said proceeds,Rs, 1,480.61 million have been utilized for the stated purposes and the balance amount of Rs, 474.98 million, pending utilization have been temporarily deployed in fixed deposits and current accounts with banks as per details given below:

The Rights Issue expenses of Rs, 30.66 million are adjusted against Securities Premium in accordance with Section 52 of the Companies Act, 2013.

4. Micro, Small and Medium Enterprises

The Company has no dues to Micro, Small and Medium Enterprises during the year ended 31 March, 2016 on the basis of information provided by the parties and available on record. Further, there is no interest paid / payable to micro and small enterprises during the year.

5. Employee Benefits

As per the Accounting Standard 15 "Employee Benefits", the disclosure of Employee benefits are given below:

(A) Defined Benefit Plan

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognised using the projected unit credit method.

Disclosure of gratuity in terms of AS 15 is as under:

(i) Expenses recognized during the year

Note:

(a) Amount recognised as an expense and included in Note 21 ''Employee benefit expense'' are gratuity '' 26.14 million ('' 35.93 million) and leave encashment Rs, 23.40 million (Rs, 33.80 million).

(b) The estimates of rate of escalation in salary considered in the actuarial valuation takes into account of inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

(B) Defined Contribution Plan

"Contribution to provident and other funds" is recognized as an expense in Note 21 ''Employee benefits expense'' above.

6. Disclosures as required by Regulation 34(3) of the Listing Agreement

(a) Loans and advances given to subsidiary / associate:

(b) None of the loaners have made investments in the shares of the Company.

7. Related Party Transactions

(i) List of Parties where control exists:

Direct Subsidiary:

- Zee Akaash News Private Limited (extent of holding 60%),

- Mediavest India Private Limited (extent of holding 100%)

- Pri - Media Services Private Limited (extent of holding 100%)

- Maurya TV Private Limited (extent of holding 100% w.e.f. 12 December, 2014)

Indirect Subsidiary:

- Diligent Media Corporation Limited (Mediavest India Private Limited holds 99.99%)

(89,095,342 equity shares held out of a total of 89,095,542 equity shares)

Associate:

- Maurya TV Private Limited (extent of holding 37.87% up to 11 December, 2014)

(ii) Other Related Parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year:

24 Ghantalu News Limited, ATL Media Limited (formerly known as Asia Today Limited), Cyquator Media Services Private Limited, Dish TV India Limited, Digital Subscriber Management and Consultancy Services Private Limited, Essel Business Excellence Services Private Limited, Essel Corporate Resources Private Limited, Essel Shyam Communication Limited, Essel Vision Production Limited, Essel Finance VKC Forex Limited, Jay Properties Private Limited, India Webportal Private Limited, Media Pro Enterprise India Private Limited, Pan India Network Limited, Siti Cable Network Limited, Smart Wireless Private Limited, Taj Television (India) Private Limited, Zee Entertainment Enterprises Limited, Zee Foundation, Zee Learn Limited, Zee Sports Limited, Zee Turner Limited, Zee Digital Convergence Limited.

Key Management Personnel Directors

Dr. Subhash Chandra (Non-Executive Chairman), Shri Alok Agrawal (up to 12 May, 2014), Shri Ashish Kripal Pandit (w.e.f. 01 June, 2015 up to 12 October, 2015)

* Includes interest Rs, 29.68 million.

Note: All the loans are short term in nature given for general business purpose, and carry interest ranging from 12.50% to 13.50% per annum.

(b) Investments made

There are no investments by the Company other than those stated under Note 11 in the Financial Statements.

(c) Guarantees given

The Company has provided guarantees aggregating to Rs, 2,500.00 million for redeemable non convertible debentures issued (previous year Rs, 2,540.00 million for loans raised) by its wholly owned subsidiary viz. Pri-Media Services Private Limited and Rs, 200.00 million (previous year Nil) for loans raised by its indirect subsidiary viz. Diligent Media Corporation Limited.

(d) Securities given

There are no securities given during the year.

8. (a) Consumption of Raw stock (included in operational cost)

9. Segment Reporting

The Company is engaged in the business of "Production and Broadcasting of Television software" which in the context of AS 17 "Segment Reporting" is considered as the only reportable business segment. The geographical segment is not relevant as exports are insignificant.

10. The Management is of the opinion that its international and domestic transactions are at arm length as per the independent accountants report for the year ended 31 March, 2015. The Management continues to believe that its international transactions and the specified domestic transactions during the current financial year are at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

11. Scheme of Amalgamation

The Scheme of Amalgamation (the ''Scheme'') under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 for the amalgamation of Essel Publishers Private Limited ("EPPL") with the Company was approved by the Hon''ble High Court of Judicature at Mumbai vide Order passed on 2 May, 2014, with Appointed Date being 1 April, 2014. The Scheme has been made effective on 27 May, 2014 and hence given effect in the financial statements for the year ended 31 March 2015. Pursuant to the Scheme, the entire business and whole of the undertaking of EPPL, including all assets and liabilities of EPPL as detailed below, vested in the Company as a going concern and recorded at their respective fair values under the "Purchase Method" as per Accounting Standard 14.

Pursuant to the Scheme:

(i) The Company has issued and allotted 122,381,817 fully paid up Equity Shares of '' 1 each to the shareholders of EPPL in the ratio of 2 fully paid up Equity Shares Rs, 1 each of the Company for every 11 Equity Shares Rs, 1 each held in EPPL.

(ii) Rs, 1,671.62 million, i.e. excess of assets over liabilities transferred to the Company and cancellation of inter company balances and obligations, has been transferred to the Capital Reserve.

(iii) The authorised share capital of the Company is increased by Rs, 700 million to Rs, 1,700 million divided into 1700,000,000 Equity Shares of Rs, 1 each.

* Basic and diluted EPS of previous year is adjusted for equity shares issued pursuant to the Rights Issue.

12. Previous year comparatives

Previous year''s figures have been regrouped, rearranged or recast wherever necessary to conform to current year''s classification. Figures in brackets pertain to previous year.

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Mar 31, 2013

1. Corporate Information

Zee News Limited ("ZNL" or "the Company") is incorporated in the State of Maharashtra, India. The Company is mainly in the business of broadcasting of news, current affairs programs uplinked from india and sale of television programs including program feeds.

2. Operating Lease

The Company has taken office premises, residential premises and plant and machinery (including equipments) etc. under cancellable/non-cancellable lease agreements, that are renewable on a periodic basis at the option of both the Lessor and the Lessee. the initial tenure of the lease period is generally for 11 to 108 months.

3. Contingent Liabilities not provided for

Rs. million

2013 2012

Custom Duty pending export obligations 18.18 18.18

disputed direct taxes 9.31 3.82

Legal cases against the Company

* Not Not

Ascertainable Ascertainable

* The Company has received legal notices of claims / law suits filed against it relating to infringement of copy rights, defamation suits etc. in relation to programs telecasted / other matters. in the opinion of the management, no material liability is likely to arise on account of such claims / law suits.

4. Capital and other Commitments

estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs. 53.21 million (Rs. 85.86 million).

5. Managerial remuneration

Commission payable to Non executive Directors of Rs. 1.60 million (Rs. 1.00 million) based on profits for the year ended 31 March 2013 is included in ''Miscellaneous expenses'' under Note 23 "Other expenses".

6. The Company has given advances/deposits of Rs. 640.90 million to various companies for the purpose of content and marketing. However, due to various reasons, the contract could not be executed and accordingly the advances/deposits have been received back.

7. The Company is in the process of reconciling Integrated Receiver Decoder (IRD) boxes included under Plant and Machinery and Capital work in progress - Fixed Assets. The Management is of the view that the financial impact on reconciliation, if any, would not be material.

8. Micro, Small and Medium Enterprises

The Company has no dues to Micro, Small and Medium enterprises during the year ended 31 March, 2013 on the basis of information provided by the parties and available on record.

9. employee Benefits

As per the Accounting Standard 15 "employee Benefits", the disclosure of employee benefits as defined in the Accounting standard are given below:

(A) defined Benefit plan

The present value of gratuity obligation is determined based on actuarial valuation using the Projected unit Credit Method which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit seperately to build up the final obligation. The obligation for leave benefits (non funded) is also recognised using the projected unit credit method.

10. related party transactions

(i) List of parties where control exists: Holding Company: 25 FPS Media Private Limited (Holding 53.34% w.e.f. 1 March, 2012) ultimate Holding Company:

- 25 FPS Media Private Limited held by essel Corporate Resources Private Limited

- essel Corporate Resources Private Limited held by Prime Publishing Private Limited

- Prime Publishing Private Limited held by Spirit Textiles Private Limited (w.e.f. 1 October 2012) subsidiary Company:

Zee Akaash News Private Limited (extent of holding 60%), 24 Ghantalu News Limited (extent of holding 100%)

Fellow subsidiary:

Bioscope Cinemas Private Limited, Direct Media Distribution Ventures Private Limited, Mediavest India Private Limited, Pri - Media Services Private Limited, Diligent Media Corporation Limited.

(ii) other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year:

Asia Today Limited, Cyquator Media Services Private Limited, Dish TV India Limited, Digital Ventures Private Limited, e-City

Bioscope entertainment Private Limited, essel International Limited, essel Shyam Communication Limited, India Webportal Private Limited, Media Pro enterprise India Private Limited, Pan India Network Limited, Procall Private Limited, Rama Associates Limited, Siti Cable Network Limited (previously known as Wire and Wireless (India) Limited), Smart Wireless Private Limited, Taj TV Limited, Taj Television (India) Private Limited, Veena Investments Private Limited, Zee entertainment enterprises Limited, Zee Foundation, Zee Learn Limited, Zee Sports Limited, Zee Telefilms Middle east FZ LLC, Zee Turner Limited.

directors / Key Management personnel

Shri Subhash Chandra (Non-executive Director), Shri Punit Goenka (Managing Director)

11. Segment Reporting

The Company is engaged in the business of "Production and Broadcasting of Television software" which in the context of AS 17 "Segment Reporting" is considered as the only reportable business segment. The geographical segment is not relevant as exports are insignificant.

12. The international transactions with Associated enterprises (Ae''s) are at arm''s length price as per the independent accountants report for the year ended 31 March, 2013. Further, the Finance Bill, 2012 had sought to bring in certain class of domestic transactions in the ambit of the transfer pricing regulations with effect from 1 April, 2012. the management is of the opinion that its international transactions with Ae''s and the specified domestic transactions for the year are at arm''s length price and that the transfer pricing study will not have any impact on the amount of tax expense and provision of taxation in these financials.

13. Considering the business synergies, the Board of Directors of the Company, in their meeting held on 23 May 2013, has in- principle approved combination of ''News Publication Business'' of Diligent Media Corporation Limited - a Promoter Group company engaged in printing and publication of english daily ''DNA'' and the ''News Broadcasting Business'' of the Company and constituted a Committee to engage / appoint independent professionals to advice on the appropriate structure / manner of combination and its valuation, cost-benefit analysis, procedural and others aspects for consideration by the Audit Committee and the Board in due course.

14. previous year comparatives

Previous year''s figures have been regrouped, rearranged or recast wherever necessary to conform to current year''s classification. Figures in brackets pertain to previous year.

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Mar 31, 2012

1. Background

Zee News Limited ("ZNL or "the Company) is incorporated in the State of Maharashtra, India. its shares are listed on two Stock Exchanges in India. The Company has been mainly in the business of broadcasting of news, current affairs and regional entertainment satellite television channels uplinked from India.

2.1 the rights attached to equity shares:

a) the Company has only one class of shares i.e. equity shares having face value of Rs1 per share. Each holder of the share has one voting right per share.

b) in the event of liquidation of the Company, the holder of the share will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. the distribution of assets will be in proportion to the number of shares held by the shareholder.

3.1 Secured term loan of Rs500,000,000 was taken from bank in the financial year 2010-11 and is secured by way of first hypothecation charge on entire movable fixed assets of the Company, except vehicles, both present and future. The loan is repayable in 10 installments payable quarterly, commencing April 2011. The loan presently carries interest rate of 13.50% per annum payable monthly.

4.1 Secured working capital facility of Rs500,000,000, repayable on demand, is secured by way of first hypothecation charge on entire current assets as well as movable fixed assets of the Company, both present and future. The facility includes working capital demand loan of Rs400,000,000 which presently carries interest rate of 11.50% per annum, payable monthly and cash credit limit of Rs100,000,000 which presently carries interest rate of 14.75% per annum, payable monthly.

5.1 includes Rs5,033,730 (Previous Year Rs310,532) payable to subsidiary, Rs2,409,126 (Previous Year Rs Nil) payable to Holding Company and Rs45,343,237 (Previous Year Rs186,277,703) payable to Other Related Parties.

6.1 there is no amount due and outstanding to be credited to investors education and Protection Fund as at march 31, 2012.

7.1 Programs/Film Rights are intangible assets as defined in As - 26 but these are acquired and used for its broadcasting business hence considered and included in Operational Cost and Current Assets - inventories.

7.2 the Company has impaired Programs of Rs4,121,912 (Previous Year Rs606,565).

8. Leases:

in respect of assets taken on operating lease :

The Company's significant leasing arrangements are in respect of operating leases taken for office premises, residential premises and plant and machinery (including equipments). These leases are cancelable/non-cancelable, that are renewable on a periodic basis at the option of both the less or and the lessee. The initial tenure of the lease period is generally for 11 to 108 months.

9. Contingent Liabilities not provided for:

(Amount in Rs.)

2012 2011

Claims against the Company not acknowledged as debts - 2,130,000

Custom Duty on Pending Export Obligations 18,183,059 18,183,059

Disputed Direct Taxes 3,818,080 3,818,080

Legal cases against the Company Unascertained Unascertained

The Company has received legal notices of claims / law suits filed against it relating to alleged infringement of copy rights and defamation in relation to programs telecasted by it. in the opinion of the Management no material liability is likely to arise.

10. Capital and other Commitments:

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs85,863,021 (Rs32,657,810).

11. Managerial Remuneration:

Commission provided during the year for Non Executive Directors Rs1,000,000 (Rs1,350,000) is included in Miscellaneous Expenses under Note No. 23 "Other Expenses.

12. Foreign exchange Difference:

a) the foreign exchange loss (net) Rs2,139,216 (previous year gain Rs536,417) on settlement or realignment of foreign exchange transactions has been adjusted under the head "Gain/Loss on Foreign exchange difference in the statement of Profit and Loss.

b) Foreign currency exposures that are not hedged by derivative instruments as at March 31,

c) Derivative contracts (Forward Contracts for hedging purposes) entered into by the Company and outstanding at March 31, 2012 is RsNil (Previous Year RsNil).

13. Micro, small and Medium enterprises:

the Company has no dues to Micro, Small and Medium Enterprises during the year ended March 31, 2012, on the basis of information provided by the parties and available on record.

14. Retirement Benefits:

(A) Defined Benefit plan:

the present value of the defined benefit obligation and the related current service cost were measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date. the defined benefit obligations are not funded.

Note:

a) Amount recognized as an expense and included in Note No. 21 "Employee Benefit Expenses" are Gratuity Rs15,417,121 (Previous year Rs.12,728,030) and Leave Encashment Rs8,423,422 (Previous Year Rs.10,936,123).

b) the estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(B) defined Contribution plan:

"Contribution to Provident Fund and Other Funds is recognized as an expense in Note No. 21 "Employee Benefit Expenses.

15. Related party Transactions:

i) List of parties where control exists:

Holding Company:

25 Fps Media private Limited (Holding 53.34% w.e.f. March 1, 2012) (A wholly owned subsidiary of Essel Corporate Resources Private Limited) essel Corporate resources private Limited (w.e.f. October 20, 2011 to February 28, 2012)

subsidiary Company:

Zee Akaash News Private Limited (extent of holding 60%)

ii) other related parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year:

Asia today Limited, Agrani Convergence Limited, Cyquator Media services Private Limited, diligent Media Corporation Limited, dish Tv India Limited, E-City Bioscope Entertainment Private Limited, E-City Property Management and services Private Limited*, Essel international Limited, Essel shyam Communication Limited, Himgiri Navh Vishwavidyalaya, India Webportal Private Limited, interrex India Limited*, Media Pro Enterprise India Private Limited, Pan India Network Limited, Pan India Paryatan Private Limited*, Procall Private Limited, Rama Associates Limited, Real Media FZ LLC, RKJ Woods Plantations Private Limited*, smart Wireless Private Limited, taj Tv Limited, taj television (India) Private Limited, Wire and Wireless (India) Limited, Wire and Wireless Tisa satellite Limited, Veena investments Private Limited, Zee Entertainment Enterprises Limited, Zee Foundation, Zee Learn Limited, Zee sports Limited, Zee telefilms Middle East FZ LLC, Zee turner Limited.

* Not a related party during the current year

Key Management personnel

shri subhash Chandra, shri Punit Goenka

16. segment reporting:

the Company is engaged in the business of production and broadcasting of television software which in the context of AS 17 "Segment Reporting" is considered as the only reportable business segment. the geographical segment is not relevant as exports are insignificant.

17. Schedule Vi of the Companies Act, 1956 is revised effective from April 1, 2011 and the adoption of the revised Schedule Vi has significantly impacted the presentation and disclosures in the financial statements. Previous year's figures have been regrouped/ reclassified in accordance with current year's classifications/ disclosures. Further, current year's figures are not comparable with previous year's figures due to closure of operations of Tamil channel w.e.f. March 31, 2011.

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Mar 31, 2011

Background

Zee News Limited ("ZNL" / "the Company") was incorporated in the State of Maharashtra, India. The Company has been mainly in the business of broadcasting of news, current affairs and regional entertainment satellite television channels uplinked from India. Operation of Zee Tamil channel has been discontinued on March 31, 2011.

1. Restructuring:

Pursuant to the Scheme of Arrangement under Section 391 to 394 and other applicable provisions of the Companies Act, 1 956 between Zee News Limited (ZNL) and Zee Entertainment Enterprises Limited (ZEEL) and their respective shareholders and creditors, sanctioned by the Honourable High Court at Mumbai on March 19, 201 0 and filed with the Registrar of Companies on March 29, 2010, the Regional General Entertainment Channel (RGEC) Business Undertaking of the Company, comprising of six television channels namely Zee Marathi, Zee Talkies, Zee Bangla, Zee Kannada, Zee Telugu and Zee Cinemalu, assets of Zee Gujrati, a discontinued television channel, has been transferred to and vested in ZEEL with effect from January 01, 201 0, on going concern basis. The Scheme has been given effect in the financial statements for the year ended March 31, 201 0. The excess of book value of the assets over the book value of liabilities transferred aggregating to Rs 1,247,833,726 was adjusted against Capital Reserve.

2. Secured Loans:

2.1 Short-term working capital loan of Rs Nil (Rs 1,1 80,546,808) from bank is secured by way of first hypothecation charge, on pari passu basis with other lenders, on the current assets as well as movable fixed assets of the Company, both present and future.

2.2 Long-term corporate loan of Rs 500,000,000 (Rs Nil) from bank is secured by way of first hypothecation charge on entire movable fixed assets of the Company, except vehicles, both present and future. Repayable within a yearRs 150,000,000.

2.3 Vehicle loans are secured against hypothecation of Vehicles [Due within one year Rs 9,109,81 6 (Rs 5,862,231)].

3. Programs/Film Rights etc. for broadcasting are intangible assets as defined in AS - 26 but considered and shown under current assets as are used for broadcasting in the ordinary course of business. The Company, for the current year, has recognized impairment loss of Rs 606,565 in respect to Programs/Film Rights and the loss is included in Operational Cost.

4. Investments:

tThe Company has long term investment of Rs 60,900,000 (Rs 60,900,000) in Akash Bangla Private Limited (ABPL). The Company has also advanced Share Application Money of Rs 105, 843,191 (Rs 70,593,191) to ABPL. As at Balance Sheet date, the networth of ABPL is eroded. The investment is strategic in nature considering Shareholding Agreement and having regard to the future business plan and projected profitability, the management perceives the erosion in the value of investment in ABPL as only temporary diminution in value. Hence, no provision for diminution in value is considered necessary in respect of Companys investment or of the Share Application Money to ABPL.

5. Fixed Deposits includes Rs 4,350,000 (Rs 4,350,000) lodged with Tax Authorities.

6. Leases:

In respect of assets taken on operating lease:

The Companys significant leasing arrangements are in respect of operating leases taken for offices premises and equipments. These leases are cancellable/non-cancellable, that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease period is for 11 to 1 08 months.

11. Other Disclosures:

11.1 Previous years figures are regrouped, rearranged or recast wherever considered necessary to conform to this years classification. Current years figures are not comparable with previous years figures due to demerger of Regional General Entertainment Channels from the Appointed Date i.e. January 1, 2010 (Refer Note 1). Figures in bracket pertain to previous year.

1 1.2 Sundry Creditors for Expenses and Other Liabilities includes cheques overdrawn of Rs Nil (Rs 51,221,586) and amount payable to subsidiary Rs 310,532 (Rs Nil)

11.3 Capital Work-in-progress includes capital advance of Rs 2,230,291 (Rs 32,636,466).

1 1.4 Advances given includes:

a) Share Application Money Rs 67,232,334 (Rs 67,232,334) and advance recoverable Rs Nil (Rs 2,475,288) from the subsidiary.

b) Share Application Money paid Rs 105,843,191 (Rs 70,593,191) to others.

c) Interest recoverable Rs 873,641 (Rs 128,487,866).

1 1.5 Micro, Small and Medium Enterprises:

The Company has no dues to Micro, Small and Medium Enterprises during the year ended March 31, 2011, on the basis of information provided by the parties and available on record.

1 1.6 Foreign Exchange Difference:

a) The foreign exchange gain (net) Rs 536,417 (Rs 2,954,478) on settlement or realignment of foreign exchange transactions has been adjusted in respective heads of the Profit and Loss Account.

b) As at Balance Sheet date, the Company has foreign currency payable and receivable amounting to Rs 36,227,81 6 (Rs 7,740,922) and Rs 35,154,067 (Rs 29,453,407) respectively which are not hedged by a derivative instrument or otherwise.

c) Derivative Contracts (Forward Contracts for hedging puposes) entered into by the Company and outstanding at March 31, 2011 is Rs Nil (Nil).

1 1.7 Contingent Liabilities not provided for:-

Amount (Rs)

Particulars 2011 2010

Claims against the Company not acknowledged as debts 2,130,006 2,130,006

Custom Duty on Pending Export Obligations 18,183,059 18,183,059

Bank Guarantee Outstanding 7,528,394 -

Disputed Direct Taxes 3,818,080 3,585,088

Legal cases against the Company Unascertained Unascertained

The Company has received legal notices of claims/law suits filed against it relating to alleged infringement of copy rights and defamation in relation to programs telecasted by it. In the opinion of the Management no material liability is likely to arise.

12. Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs 32,657,810 (Rs 8,940,660).

13. Related Party Transactions:

(i) List of Parties where control exists: Subsidiary Company:

Zee Akaash News Private Limited (extent of holding 60%)

(ii) Other Related Parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year:

Agrani Convergence Limited, Asia Today Limited, Asia TV Limited, Continental Drugs Company Private Limited, Cyquator Media Services Private Limited, Dakshin Communication Private Limited, Diligent Media Corporation Limited, Dish TV India Limited, E-City Bioscope Entertainment Private Limited, E-City Projects Construction Private Limited, E-City Entertainment Network Limited, E-City Property Management Services Private Limited, Essel Corporate Resources Private Limited, Essel Shyam Communication Limited, Himgiri Navh Vishwavidyalaya, Interactive Tradex India Private Limited, Intrex Trade Exchange Limited, Pan India Network Limited, Pan India Network Infravest Private Limited, Pan India Paryatan Private Limited, Prime Publishing Limited, Procall Private Limited, Rama Associates Limited, Real Media FZ LLC, RKJ Woods Plantations Private Limited, Smart Wireless Private Limited, Wire and Wireless (India) Limited, Wire and Wireless Tisai Satellite Limited, Veena Investments Private Limited, Zee Entertainment Enterprises Limited, Zee Learn Limited, Zee Telefilms Middle East FZ LLC, Zee Turner Limited, Zee Sports Limited.

Key Management Personnel

Shri Subhash Chandra, Shri Punit Goenka, Shri Laxmi Narain Goel (upto September 30, 2010), Shri Naresh Kumar Bajaj, Shri K.U. Rao, Shri Vinod Bakshi

15. Segment Reporting:

The Company is engaged in the business of production and broadcasting of television software which in the context of AS 17 "Segment Reporting" is considered as the only reportable business segment. The geographical segment is not relevant as exports are insignificant.

16. Additional Information:

Other Additional Information required to be given pursuant to Part II of Schedule VI to the Companies Act, 1 956, are as under:

16.1 The Company is in the business of producing television programs and is not subject to any license hence there is no licensed capacity. Further the nature of business of the Company is such that the installed capacity is not quantifiable.

1 6.2 The details of opening stock, acquisitions/productions, sales and closing stock of programs and film rights are as under:

Notes:

1. Previous years figures are regrouped, rearranged or recast wherever considered necessary to conform to this years classification. Current years figures are not comparable with previous years figures due to demerger of Regional General Entertainment Channels from the Appointed Date i.e. January 1, 201 0 (Refer Note

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Mar 31, 2010

1. Restructuring:

"The Scheme of Arrangement under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 between Zee News Limited (ZNL) and Zee Entertainment Enterprises Limited (ZEEL) and their respective shareholders and creditors was sanctioned by the Honble Bombay High Court at Mumbai on March 19, 2010 and filed with the Registrar of Companies on March 29, 2010. Pursuant to the Scheme, the Regional General Entertainment Channel (RGEC) Business Undertaking of the Company, comprising of six television channels namely Zee Marathi, Zee Talkies, Zee Bangla, Zee Kannada, Zee Telugu and Zee Cinemalu (broadcasting yet to be commenced), assets of Zee Gujrati, a discontinued television channel, on a going concern basis has been transferred to and vested in ZEEL with effect from the appointed date i.e. January 1, 2010. The Scheme has been given effect to in these financial statements."

In consideration for the transfer and vesting of the RGEC Business Undertaking in ZEEL, the members of the Company holding fully paid-up equity shares in the Company, and whose names appear in the register of members of the Company, on the Record Date, are allotted 4 fully paid Equity Shares of Re. 1 each of ZEEL for every 19 fully paid Equity Shares of Re. 1 each held in ZNL.

In pursuance of the Scheme of Arrangement approved by the Honble Bombay High Court, Mumbai, the Board of Directors in the meeting held on March 25, 2010 has approved the transfer of assets and liabilities as under and approved adjustment of excess of the book value of the assets transferred over the book value of liabilities aggregating to Rs. 1,247,833,726 against Capital Reserve Account.

2. Secured Loans:

2.1 Short-term working capital loan of Rs. 1,180,546,808 (Rs. Nil) from bank is secured by way of first hypothecation charge, on pari passu basis with other lenders, on the current assets as well as movable fixed assets of the Company, both present and future.

2.2 Short-term working capital loan of Rs. Nil (Rs. 750,000,000) from others was secured by way of first hypothecation charge over the current assets (excluding a bank account on which the lender has first charge) of the Company ranking pari passu with other lenders.

2.3 Term Loans from Banks is secured by way of hypothecation charge on entire fixed assets (both movable and immovable) and current assets including program and media rights ranking pari passu with other term lenders. [Due within one year Rs. Nil (Rs. 150,000,000)]. The loan has been transferred to Zee Entertainment Enterprises Limited, pursuant to Scheme of Arrangement.

2.4 Vehicle loans are secured against hypothecation of Vehicles [Due within one year Rs. 5,862,231 (Rs. 8,023,546)].

3. Program/film rights etc. for broadcasting are intangible assets as defined in AS – 26 but considered and shown under current assets as are used for broadcasting in the ordinary course of business.

4. Fixed Deposits/Margin includes Rs. 4,380,000 (Rs. 4,380,000) lodged with Tax Authorities and Rs. Nil (Rs. 28,125,000) is under charge of Term Loan Lenders.

5. Leases:

In respect of assets taken on operating lease:

The Company’s significant leasing arrangements are in respect of operating leases taken for offices premises and equipments. These leases are cancellable/non-cancellable, that are renewable on a periodic basis at the option of both the lessor and the lessee. The initial tenure of the lease period is for 1 to 108 months.

Note: Salary and Allowances includes basic salary, house rent allowance but excluding leave encashment and gratuity provided on the basis of actuarial valuation.

6. Commission paid/payable to Non-Executive Directors Rs. 3,000,000 (Rs. 2,827,000) is included in Miscellaneous Expenses under Schedule 13 "Administrative and Other Expenses".

7. Other Disclosures:

7.1 Current years figures are not comparable with previous years figures due to demerger of Regional General Entertainment Channels from the appointed date i.e. January 1, 2010 (Refer Note 1). Previous years figures are regrouped/recasted wherever considered necessary. Figures in bracket pertain to previous year.

7.2 Sundry Creditors for Expenses and Other Liabilities includes cheques overdrawn of Rs. 51,221,586 (Rs. 115,570,032).

7.3 Capital work-in-progress includes capital advance of Rs. 32,636,466 (Rs.23,097,799).

7.4 Advances given includes:

a) Share application money Rs. 67,232,334 (Rs. 67,232,334) and Advance recoverable Rs. 2,475,288 (Rs. 650,511) recoverable from the subsidiary and also a private limited company in which Director of the Company is a Director.

b) Share Application Money paid Rs. 70,593,191 (Rs. 8,500,000) to others.

c) Interest recoverable Rs. 128,487,866 (Rs. 34,576,358).

7.5 Micro, Small and Medium Enterprises:

The Company has no dues to Micro and Small Enterprises during the period ended March 31, 2010, on the basis of information provided by the parties and available on record.

7.6 Foreign Exchange Difference:

a) The foreign exchange gain (net) Rs. 2,954,478 (Rs.11,325,047) on settlement or realignment of foreign exchange transactions has been adjusted in respective heads of the Profit and Loss Account.

b) As at Balance Sheet date, the Company has foreign currency payable and receivable amounting to Rs. 7,740,922 (Rs. 57,947,203) and Rs. 29,453,407 (Rs. 82,839,642) respectively which are not hedged by a derivative instrument or otherwise.

c) Derivative contracts (Forward Contracts for hedging puposes) entered into by the Company and outstanding at March 31, 2010 is Rs. Nil (Nil).

The Company has received legal notices of claims/law suits filed against it relating to alleged infringement of copy rights and defamation in relation to programs telecasted by it. In the opinion of the Management no material liability is likely to arise.

(A) Defined Benefit Plan:

The present value of the defined benefit obligation and the related current service cost were measured using the projected unit credit method with actuarial valuation being carried out at each balance sheet date. The defined benefit obligations are not funded.

Notes:

(a) The above information is in respect of continuing business remained after demerger of Regional General Entertainment Channels. The total Gratuity and Leave Encashment costs for the year recognized as an expense and included in the Schedule 12 - "Personnel Cost" are Gratuity Rs. 8,554,447 (Rs. 9,676,193) and Leave Encashment Rs. 12,183,594 (Rs. 7,744,567). The Gratuity and Leave Encashment liaibility of discontinued business transferred to ZEEL was Rs. 6,164,878 and Rs. 6,343,294 respectively.

(b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(B) Defined Contribution Plan:

“Contribution to Provident Fund and Other Funds” is recognised as an expense in Schedule 12 - "Personnel Cost" of the Profit and Loss Account.

8. Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of advances) is Rs. 8,940,660 (Rs.45,545,849).

9. Related Party Transactions:

(i) List of Parties where control exists: Subsidiary Company:

Zee Aakash News Private Limited (extent of holding 60%)

(ii) Other Related Parties with whom transactions have taken place during the year and balance outstanding as on the last day of the year:

Agrani Convergence Limited, Asia Today Limited, Asia TV Limited, Asian Sky Shop Limited, Continental Drugs Company Private Limited, Cornershop Entertainment Company Private Limited, Cyquator Media Services Private Limited, Cyquator Technologies Limited, Dakshin Communication Limited, Diligent Media Convergence Limited, Diligent Media Corporation Limited, Dish TV India Limited, E-City Bioscope Entertainment Private Limited, E-City Projects Construction Private Limited, ETC Networks Limited, E-City Entertainment Network Limited, E-City Property Management Services Private Limited, Essel Corporate Resources Private Limited, Essel Shyam Communication Limited, Himgiri Navh Vishwavidyalaya, Interactive Tradex India Private Limited, Intrex Trade Exchange Limited, Pan India Network Limited, Pan India Network Infravest Private Limited, Pan India Paryatan Limited, Prime Publishing Limited, Playwin Infravest Private Limited, Procall Private Limited, Rama Associates Limited, Real Media FZ LLC, RKJ Woods Plantations Private Limited, Smart Wireless Private Limited, Suncity Projects Private Limited, United News of India, Wire and Wireless Tisai Limited, Veena Investment Private Limited, Wire and Wireless (India) Limited, Zee Entertainment Enterprises Limited, Zee Intractive Learning Systems Limited, Zee Telefilms Middle East FZ LLC, Zee Turner Limited, Zee Sports Limited.

10. Segment Reporting:

The Company is engaged in the business of production and broadcasting of television software which in the context of AS 17 "Segment Reporting" is considered as the only reportable business segment. The geographical segment is not relevant as exports are insignificant.

11. Additional Information:

Other Additional Information required to be given pursuant to Part II of Schedule VI to the Companies Act, 1956, are as under:

11.1 The Company is in the business of producing television programs and is not subject to any license hence there is no licensed capacity. Further the nature of business of the Company is such that the installed capacity is not quantifiable.

11.2 The details of opening stock, acquisitions/productions, sales and closing stock of programs and film rights are as under: