Notes to Accounts of Diligent Media Corporation Ltd.

Mar 31, 2025

i) 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.

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 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.

j) 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.

Syndication revenue represents revenue received from grant of licence to the Company''s Sites and YouTube
channels for the purpose of ad operations in terms of ad servicing and search engine optimization. Syndication
revenue is recognized over a period of time on performance of the obligation as per the terms of the contract.

Royalty revenue is recognized over a period of time on performance of obligation accounted as per agreed terms.

Revenue from sale of images are recognised at a point in time when the images are delivered to the customers as
per the agreement.

(ii) Interest income is recognised using the effective interest rate, which is the rate that exactly discounts the
estimated future cash receipts through the expected life of the financial assets. Interest income is included in
other income in the statement of profit and loss.

Contract balances

Contract assets/ unbilled receivables:

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:

Contract liabilities primarily relate to the consideration received from customers in advance for the Company''s
performance obligations which is classified as advance from customers and unearned revenue which is recognised
when there is billings in excess of revenues.

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.

k) Retirement and 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 statement of profit and loss. Remeasurements of the net defined benefit
liability/ (asset) comprising actuarial gains and losses (excluding interest on net defined benefit liability/asset)
are recognised in Other Comprehensive Income (OCI). Such remeasurements are not reclassified to the statement
of profit and loss, in the subsequent periods.

(ii) Other long-term employee benefits: The Company has a policy on compensated absences (leave liability) 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.

l) Transactions in foreign currencies

The functional currency of the Company is Indian Rupees ("Rs.") which is also the presentation currency. All other

currencies are accounted as foreign currency.

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

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

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

m) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to Chief Operating
Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing
performance of the operating segments of the Company.

n) 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 previous year is recognized in the statement of profit and loss except to the extent that the
tax relates to items recognized directly in other comprehensive income or directly in equity. Current tax in
accordance with the Income tax Act 1961 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 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
liabilities are offset where the entity has a legally enforceable right to offset current tax assets and liabilities
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 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.

o) 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.

p) 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 financial statements.

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 31 March, 2025, MCA has notified
Ind AS-117 ''Insurance contracts'' and amendment to AS 116 ''Lease relating to sale and lease back transaction'' w.e.f 01 April
2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not
have any significant impact on its financial statement

3 Critical accounting judgements 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 recognised in the periods in which the results are known or materialized.

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 crystallising 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.

b) Useful lives and residual values

The Company reviews the useful lives and residual values of property, plant and equipment 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 rate. 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 judgement 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 judgements 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 judgement regarding the future financial performance of the
Company.

e) Defined benefit obligation

The cost of post employment and other long post benefits is determined using actuarial valuations. An actuarial valuation
involves making various assumptions that may differ from actual developments in the future. These include the determination
of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its
long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date. The assumption used are disclosed in note 27

f) 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, if any. refer
note 29.

Nature and purpose of reserves:

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

(ii) Retained earnings represent the accumulated earnings net of losses, if any, made by the Company over the years less any
transfer to general reserve, dividend or distributions paid to shareholders. Retained earnings is free reserve available to the
Company.

(iii) Other comprehensive income consist of re-measurement gain/(losses) on defined benefit plan (net of taxes) that will not be
reclassified in the statement of profit and loss.

*Non-cumulative, non convertible redeemable preference shares

The Company has issued 4,362,656,265 - 6% Non-cumulative, non convertible, redeemable preference shares of Re. 1 each. The
preference shares will qualify for preferential payment of dividend at the rate of 6% from the date of allotment up to the date of
redemption subject to availability of profit and shall have priority over equity shares towards payment of redemption amount in the
event of winding up. The said preference shares shall be non participative and therefore will not be entitled to participate in profits
or assets or surplus funds. The preference shares will be redeemable at par at the end of the tenure which is 20 years from the date
of allotment i.e. 1 November 2036 (Refer Note 44).

For related party transaction refer Note no. 28.

27 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 22 "Employee benefit expenses" of the
Statement of Profit and Loss.

B Defined benefit plans:

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.

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

(a) Discount 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) 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.

28 Related party transactions

A) List of related parties

i) List of parties where control exists:-
Subsidiaries and associates : Nil

ii) Key management personnel / directors

(a) Executive director- Nagendra Bhandari (w.e.f 10 July, 2024)

(b) Non executive director- Mrs. Shilpi Asthana (Independent Director), Mr. Manoj Agarwal (Independent Director),
Nishikant Upadhyay (Non-Executive Director upto 11 April, 2024), Ronak Jagdish Jatwala (Non-Executive
Director), Prakash Lavji Vaghela (Independent Director), Mukesh Jindal (Non-Executive Director)

(c) Other management personnel- Prashant Barua (Chief Financial Officer-w.e.f. upto 30 April, 2024), Jyoti
Upadhyay (Company Secretary), Sushant Mohan ( Chief Executive Officer upto 31 March, 2025).

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

29 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 includes loans, trade
and other receivables, cash and cash equivalents and other 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 the Company''s cash flow and profits on account of movement in market interest rates.

The Company is not exposed to interest rate risk as the Company is not having any borrowings except 6% Non¬
cumulative, non convertible, preference shares aggregating to Rs. 43,626.56 lakhs (Previous year: Rs 43,636.56
lakhs). Since the Company has no borrowing with variable interest rate, interest rate sensitivity is not required.

Interest rate sensitivity analysis

The borrowing of the Company includes preference shares which carries fixed coupon rate and hence the Company is
not exposed to interest rate risk.

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"), 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, 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.

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, loan and deposits
given 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 high, as the major revenue and trade
receivables are concentrated to less than 10 customers.

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 i.e. 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

b) Capital 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 and other reserves. Net debt
includes borrowings less cash and cash equivalents. The Company manages capital by monitoring gearing ratio which
is net debt divided by equity plus net debt.

(ii) Fair value hierarchy

The management assessed that trade receivables, cash and cash equivalents, bank balance other than included in cash
and cash equivalents, loans, other current financial assets, trade payables and other financial liabilities are recorded at
amortised cost. Hence, their fair value are considered to be their carrying amounts as they are current in nature.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

# (a) 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.

# (b) The Company is in appeals before appellate authorities in respect of additions and disallowances made on assessment of

various years. The addition and disallowances have resulted into set off of available tax losses and unabsorbed depreciation.
The management is of the view that relief is expected to be granted by the appellant authorities.

# (c ) Excludes demand Rs 2.92 lakh (previous year Rs. 5.47 lakh) related to short/non deduction of tax at source which are under

rectification by the Company and no liability is expected.

## (d) The Company has received legal notices of claims/law suits filed against it relating to infringement of copyrights,
defamation suits etc. in relation to news published in DNA news paper, magazine, website/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.

*(e) Demand raised by GST department for service tax (excluding penalty) of Rs 176.41 lakhs (including unquantified interest)
for which appeal could not be submitted online due to technical error in the demand order. The appeal will be filed on
rectification of the demand order by the tax authorities. Tax required to be paid before filing appeal has been paid by the
Company.

(f) The Company has received show cause notices under Goods and service Tax Act to deposit tax, penalty and interest of Rs
6692.32 lakhs (previous year: Nil) which has been replied and contested by the Company.

(b) Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) Rs. Nil
(Previous year: Nil).

* The loans were given to meet business and financial requirement and carries interest @ 12% per annum payable annually. Loans of
Rs 1,087.80 lakhs (Previous year Rs 1087.80 lakhs) and interest receivable of Rs 134.88 lakhs (Previous year Rs 130.68 lakhs) are
considered doubtful of recovery and fully provided for. Interest income of Rs 130.56 lakhs for the year ended 31 March 2025 related
to these loans given has not been provided considering prudence pending recovery of outstanding principal amount.

# The loan is given for business and financial requirement and carries interest @ 9% per annum payable periodically. Interest income
w.e.f. January 2025 of Rs. 354.07 lakhs has not been accrued. Refer note 44.

@ Excludes interest accrued and outstanding Rs. 1520.15 lakhs (Previous year: Rs 472.86 lakhs).

(ii) Investments made, security and guarantee provided

The Company has not made any investment, provided any security or guarantee.

36 Segment information

a) Business segment

The Company is in the business of digital media comprising of distribution of news, videos, documentaries and photo
stories. The Chief Operating Decision Maker (CODM) (Chief Executive Officer) reviews the operations of the Company
as one operating segment. Accordingly, segment information as required under IND AS 108 "Operating Segments" is
not applicable to the Company.

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

The Company has no subsidiary and associates and the Company has not provided any loan and advances in the nature of
loans to firms/companies in which directors are interested.

39 Corporate Social Responsibility (CSR)

The Company is not required to spend on Corporate Social Responsibility (CSR) activities as per provisions of Section 135 of
the Companies Act, 2013 and related rules, during the current as well as in the preceding financial year.

40 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. Further no dividend on non-cumulative, non convertible, redeemable preference shares is paid or proposed for the year
ended 31 March 2025 and 31 March 2024.

41 Reconciliation between opening and closing balances in the balance sheet for liabilities arising from financing activities as
required by Ind AS 7 "Statement of Cash Flows" is as under:

42 The accumulated losses of the Company as at 31 March 2025 have exceeded its paid-up capital and reserves. However, the
Company has earned cash profits during the current year and its current assets are higher than its current liabilities as at 31
March 2025. Further, the management is continuously making efforts to expand its digital media operations and the Company
is able to meet its obligations on time. The business plan for next financial year, as approved by the Board of Directors,
reflects adequate inflow of funds. Considering projected fund inflow based on the Board''s approved business plan for the
next financial year and present liquidity position, the Company believes that it will be able to meet its obligations when due
and accordingly, these financial statements for the year ended 31 March 2025 have been prepared on going concern basis.

43 The Corporate Guarantee provided by Zee Media Corporation Limited (ZMCL) in relation to the non-convertible debentures
issued by the Company, was invoked and subsequently the said liability was settled by ZMCL at Rs. 29,000.00 lakhs. The
Company and ZMCL mutually agreed to settle the entire outstanding amount of Rs 30,933.14 lakhs, comprising of corporate
guarantee obligation of Rs 29,000.00 lakhs and other payable of Rs 1,933.14 lakhs, by way of transfer / assignment of
identified Trademarks of the Company valued at Rs. 17,000.00 lakhs and payment of Rs. 1,200.00 lakhs, total aggregating to
Rs. 18,200.00 lakhs. Subsequent to the settlement with ZMCL and post receipt of requisite approvals, settlement agreement
/ addendums with respect to the said settlement had been executed between the companies, affirming ZMCL''s exclusive
rights over the Identified Trademarks and the Company to take all steps to transfer the clear title pertaining to the Identified
Trademarks to ZMCL in a phased manner. Accordingly, the Company had recognized the sale of Identified Trademarks of Rs.
17,000.00 lakhs as an exceptional item for the year ended 31 March 2024, raised invoices from time to time based on billing
milestones as provided in the settlement agreement / addendums and the unbilled amount of Rs. 3,400.00 lakhs (previous
year Rs 15,300.00 lakhs) is disclosed as unbilled receivable under note 11.

44 The Company had granted unsecured inter corporate deposits (ICDs) to Veena Investments Private Limited (VIPL),
the outstanding balance as at 31 March 2025 of such ICDs granted is Rs 17,340.27 lakhs (including accrued interest of
Rs 1,385.27 lakhs). VIPL simultaneously holds 6% Non-cumulative Non-convertible Redeemable Preference Share (NCRPS)
of the Company aggregating to Rs. 43,626.56 lakhs which are redeemable on 1 November 2036 and has sought its early
redemption. VIPL had offered to create charge on its certain receivables in favour of Company to secure the loan given but
later expressed inability to create charges in view of early redemption of NCRPS sought by VIPL. The Company has expressed
its inability for such early redemption of NCRPS and vide notice dated 4 January 2025, has called upon VIPL to repay the
outstanding ICDs along with interest accrued till 30 September 2024, aggregating to Rs 16,978.33 lakhs plus further interest
till actual date of payment. Subsequently, VIPL informed the Company that repayment of ICDs shall proceed simultaneously
with the redemption of NCRPS and invoked the arbitration clause under the Intercorporate Deposit Agreements (ICDs
Agreements). The sole arbitrator has been appointed wherein both the parties have submitted their respective claims and
the arbitration proceeding is in progress. Due to the ongoing arbitration proceedings, the timing and collectability of cash
flows from ICDs are uncertain and accordingly, till such time the matter is resolved, interest income w.e.f. 1 January 2025 of
Rs 354.07 lakhs has not been accrued.

45 Additional regulatory requirement-

(i) No loans or advances in the nature of loans are granted to promoters, directors, KMP''s and the other related parties
which is repayable on demand or without specifying any terms or period of repayment.

(ii) 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 the Companies Act, 1956 except the followings:

(iv) The Company does not own any immovable property as property, plant and equipment and investment property.

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

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

(vii) The Company is in compliance with the provisions of clause (87) of section 2 of the Companies Act, 2013 read with the

Companies (Restriction on number of Layers) Rules, 2017 as the company does not have any subsidiary, associate or
joint venture.

(viii) During the year no scheme of arrangement has been formulated by the Company/pending with competent
authority.

(ix) A) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other

sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities
(""Intermediaries"") with the understanding, (whether recorded in writing or otherwise), that the intermediary
shall, (1) directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company
(Ultimate Beneficiaries) or (2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

B) No funds have been received by the Company in any manner whatsoever from any persons or entities including
foreign entities (Funding Party) with the understanding (whether recorded or writing or otherwise) that the
Company shall (1) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (2) provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.

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

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

(xii) The Company does not have any charge or modification or satisfaction which is yet to be registered with the Registrar
of the Companies beyond the statutory period.

46 Previous year''s figures have been regrouped, rearranged, realigned or reclassified during the year to make them comparable
with the current year.

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

For MGB & Co. LLP
Chartered Accountants

Firm Registration Number.: 101169W/W-100035

Shilpi Asthana Nagendra Bhandari

Director Executive Director-Finance and CFO

Lalit Kumar Jain ^DIN: ^{08465502 DIN 10221812}

Partner

M^embership l\lo. ⁰⁷²⁶⁶⁴ Jyoti Upadhyay Ronak Jagdish Jatwala

Place: Noida Company Secretary Director

Date : 27 May 2025 Membership No: A37410 DIN: 08812389

---

Mar 31, 2024

h) 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 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.

i) 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.

Syndication revenue represents revenue received from grant of licence to the Company''s Sites and YouTube channels for the purpose of advertisement operations in terms of advertisement servicing and search engine optimization. Syndication revenue is recognized over a period of time on performance of the obligation as per the terms of the contract.

Royalty revenue is recognized over a period of time on performance of obligation as per agreed terms.

Revenue from sale of images are recognised at a point in time when the images are delivered to the customers as per the agreement.

(ii) Interest income is recognised using the effective interest rate, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial assets. Interest income is included in other income in the statement of profit and loss.

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:

Contract liabilities primarily relate to the consideration received from customers in advance for the Company''s performance obligations which is classified as advance from customers and unearned revenue which is recognised when there is billings in excess of revenues.

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.

j) 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 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 statement of profit and loss, in the subsequent periods.

(ii) Other long-term employee benefits: The Company has a policy on compensated absences (leave liability) 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.

k) Transactions in foreign currencies

The functional currency of the Company is Indian Rupees ("Rs") which is also the presentation currency. All other

currencies are accounted as foreign currency.

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

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

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

l) 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 previous year is recognized in the statement of profit and loss except to the extent that the tax relates to items recognized directly in other comprehensive income or directly in equity. Current tax in accordance with the Income tax Act 1961 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 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 liabilities are offset where the entity has a legally enforceable right to offset current tax assets and liabilities and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(i i i) Presentation of current and deferred tax

Current and deferred tax is recognised in the 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.

m) 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.

n) Discontinued operations

Discontinued operations are excluded from the results of continuing operations and are presented separately as profit or loss from discontinued operations in the statement of profit and loss. Also, comparative statement of profit and loss is represented as if the operation had been discontinued from the start of the comparative period.

Assets and liabilities classified as discontinued operations are presented separately from other assets and liabilities in the balance sheet.

A discontinued operation is a component of the Company that either has been disposed off, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations,

• Is part of single co-ordinated plan to dispose off a separate major line of business or geographical area of operations and,

• Is a subsidiary acquired exclusively with a view to resale.

o) 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 financial statements.

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 judgements 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 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 and commitments

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 crystallising 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.

b) Useful lives and residual values

The Company reviews the useful lives and residual values of property, plant and equipment 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 judgement 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 judgements 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 judgement regarding the future financial performance of the Company.

e) Defined benefit obligation

The cost of the defined benefit gratuity plan and other post-employment employee benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates.

Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

f) 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 29.

29 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 includes loans, trade and other receivables and cash and cash equivalents.

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.

The Company''s is not exposed to interest rate risk as the Company is not having any borrowings except 6% Non- cumulative, non convertible, preference shares aggregating to Rs. 43,626.56 lakhs (Previous year: Rs 43,636.56 lakhs).

Interest rate sensitivity analysis

The borrowing of the company includes preference shares which carries fixed coupon rate and hence the company is not exposed to interest rate risk.

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"), 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, 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.

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.

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 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 high, as the major revenue and trade receivables are concentrated to less than 10 customers.

ii) 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 i.e. 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 . It also enjoys access to domestic capital markets.

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 and other reserves. Net debt includes borrowings less cash and cash equivalents. 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.

(f) During the previous year, the Company elected to exercise the option available under section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company had recognized provision for current tax and deferred tax for the year ended 31 March 2023 and re-measured its net deferred tax assets basis the income rate prescribed in the said section. Further the Company had reassessed its net deferred tax assets and restricted the same to the extent convincing evidence that taxable income will be available against which such deferred tax assets can be realised. These events has resulted in one time charge of Rs 529.61 lakhs in the statement of profit and loss for the year ended 31 March 2023.

# (a) 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.

# (b) The Company is in appeals before appellate authorities in respect of additions and disallowances made on assessment of various years. The addition and disallowances have resulted into set off of available tax losses and unabsorbed depreciation. The management is of the view that relief is expected to be granted by the appellant authorities.

# (c ) Excludes demand Rs 5.47 lakh related to short/non deduction of tax at source which are under rectification by the Company and no liability is expected.

## The Company has received legal notices of claims/law suits filed against it relating to infringement of copyrights, defamation suits etc. in relation to news published in DNA news paper, magazine, website/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.

@ Demand raised by GST department for excess ITC claimed and the Company had paid under protest Rs. 9.71 lakhs (previous year Rs 9.71 lakhs). The Company has filed appeal against the demand raised. (Refer note 11).

@@Demand raised by GST department for service tax (excluding penalty) of Rs 176.41 lakhs (including unquantified interest). The appeal could not be submitted online due to technical error in the demand order. The appeal will be filed on rectification of the demand order by the tax authorities. Tax required to be paid before filing appeal has been paid by the Company.

(b) Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) Rs. nil (Previous year: nil).

42 The accumulated losses of the Company as at 31 March 2024 have exceeded its paid-up capital and reserves by Rs 25,740.17 lakhs (previous year Rs 39,422.85 lakh). This event indicates existence of material uncertainty that may cast significant doubt on the Company''s ability to continue as going concern. The Company has taken steps to expand its digital media operations which has resulted in improvement in revenue and profit from the operations. Considering the liquidity position of the Company, future business plan and other factors as mentioned above, the management of the Company has prepared these financial statements on going concern basis.

43 The Corporate Guarantee provided by Zee Media Corporation Limited (ZMCL) in relation to the non-convertible debentures issued by the Company, was invoked and subsequently the said liability was settled by ZMCL at Rs. 29,000.00 lakhs. The Company and ZMCL mutually agreed to settle the entire outstanding amount of Rs 30,933.14 lakhs payable to ZMCL, comprising of corporate guarantee obligation of Rs 29,000.00 lakhs and other payable of Rs 1,933.14 lakhs, by way of transfer / assignment of identified Trademarks of the Company valued at Rs. 17,000.00 lakhs and payment of Rs. 1,200.00 lakhs, total aggregating to Rs. 18,200.00 lakhs. The said terms of settlement and draft settlement agreement were approved by the Board of Director in its meeting held on 12 November 2021 and 1 September 2022 respectively. The shareholders of the Company in its meeting held on 30 September 2022 had approved the said terms of settlement. Basis the requisite approvals in place, Settlement Agreement was executed on 31 March 2023 and accordingly, the Company had made payment of Rs 1,200.00 lakhs and written back the balance liability of Rs 12,733.14 lakhs during the year ended 31 March 2023 which was disclosed as an exceptional item (refer note 25).

Subsequently, the Companies executed addendums/documents with respect to the settlement agreement, affirming that ZMCL will have exclusive rights over the Identified Trademarks and the Company shall take all steps to transfer the clear title pertaining to the Identified Trademarks to ZMCL in a phased manner. Basis the execution of aforementioned documents, the Company has recognised sale of Identified Trademarks of Rs. 17,000.00 lakhs as an exceptional item during the year ended 31 March 2024 (refer note 25). Based on the addendum, invoice was raised for Rs 1,700.00 lakhs during the year and balance Rs 15,300.00 lakhs is shown as unbilled receivable under note 10.

44 Additional regulatory requirement-

(i) No loans or advances in the nature of loans are granted to promoters, directors, KMP''s and the other related parties which is repayable on demand or without specifying any terms or period of repayment.

(ii) 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 the Companies Act, 1956 except the followings.

(iv) The Company does not own an immovable property as property, plant and equipment and investment property.

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

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

(vii) The Company is in compliance with the provisions of clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 as the Company does not have any subsidiary, associate or joint venture.

(viii) During the year no scheme of arrangement has been formulated by the Company/pending with competent authority.

(ix) A) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources

or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (""Intermediaries"") with the understanding, (whether recorded in writing or otherwise), that the intermediary shall, (1) directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or (2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

B) No funds have been received by the Company in any manner whatsoever from any persons or entities including foreign entities (Funding Party) with the understanding (whether recorded or writing or otherwise) that the Company shall (1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

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

(xii) The Company does not have any charge or modification or satisfaction which is yet to be registered with the Registrar of the Companies beyond the statutory period.

45 The Company in preceding years had given advances/deposits of Rs.7,222.50 lakhs to certain parties for supply of goods and services and due to non supply of goods and services on time recovery proceeding were initiated and these advance/deposits of Rs. 7,222.50 lakhs along with interest receivable thereon of Rs. 1,534.75 lakhs were considered doubtful of recovery and were fully provided for as exceptional items. No further interest is provided on the advances/deposits recoverable. During the previous year Rs. 4,543.00 lakhs have been received against advances/deposit and accordingly provision of Rs 4,543.00 lakhs made earlier has been written back as exceptional items under note 28(f).

46 Previous year''s figures have been regrouped, rearranged, realigned or reclassified during the year to make them comparable with the current year.

As per our attached report of even date

For MGB and Co. LLP For and on behalf of the Board

Chartered Accountants

Firm Registration Number.: 101169W/W-100035

Lalit Kumar Jain Shilpi Asthana Ronak Jatwala Sushant Mohan

Partner Director Director Chief Executive Officer

Membership No. 072664 DIN: 08465502 DIN: 08812389

Jyoti Upadhyay

Place: Noida Company Secretary

Date : 30 May 2024 M. No.: A37410

---

Mar 31, 2023

l) 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 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.

m) 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.

Syndication revenue represents revenue received from grant of licence to the Company''s Sites and YouTube channels for the purpose of ad operations in terms of ad servicing and search engine optimization. Syndication revenue is recognized over a period of time on performance of the obligation as per the terms of the contract.

Royalty revenue is recognized over a period of time on performance of obligation accounted as per agreed terms. Revenue from sale of images are recognised at a point in time when the images are delivered to the customers as per the agreement.

(ii) Interest income is recognised using the effective interest rate, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial assets. Interest income is included in other income in the statement of profit and loss.

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:

Contract liabilities primarily relate to the consideration received from customers in advance for the Company''s performance obligations which is classified as advance from customers and unearned revenue which is recognised when there is billings in excess of revenues.

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.

n) 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 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 statement of profit and loss, in the subsequent periods.

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

0) Transactions in foreign currencies

The functional currency of the Company is Indian Rupees ("Rs.") which is also the presentation currency. All other currencies are accounted as foreign currency.

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

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

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

p) 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 previous year is recognized in the statement of profit and loss except to the extent that the tax relates to items recognized directly in other comprehensive income or directly in equity. Current tax in accordance with the Income tax Act 1961 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 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 liabilities are offset where the entity has a legally enforceable right to offset current tax assets and liabilities 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 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."

q) 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.

r) Non-current assets held for sale / discontinued operations / liabilities directly associated with assets classified as held for sale

The Company classifies non-current assets as held for sale/ discontinued operations if their carrying amounts will be recovered principally through a sale rather than through continuing use. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of classification.

For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. The criteria for held for sale classification is regarded met only when the assets is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale of the asset to be highly probable when:

* The appropriate level of management is committed to a plan to sell the asset,

* An active programme to locate a buyer and complete the plan has been initiated (if applicable),

* The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

* The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

* Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets held for sale are measured at the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet.

Property, plant and equipment and intangible assets once classified as held for sale to owners are not depreciated or amortised.

A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale, and:

* Represents a separate major line of business or geographical area of operations,

* Is part of single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or,

* Is a subsidiary acquired exclusively with a view to resale

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit and loss. Also, comparative statement of profit and loss is represented as if the operation had been discontinued from the start of the comparable period.

s) Dividend

Provision is made for the amount of any dividend declared on or before the end of the reporting period but remaining undistributed at the end of the reporting period, where the same has been appropriately authorized and is no longer at the discretion of the entity.

t) 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 financial statements.

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. On 31 March, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general-purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 - Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty" Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

3 Critical accounting judgements 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 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 and commitments

I n 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 crystallising 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.

b) Useful lives and residual values

The Company reviews the useful lives and residual values of property, plant and equipment, intangible assets and right of use 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) 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 judgement 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 judgements 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 judgement regarding the future financial performance of the particular legal entity or tax Company in which the deferred tax asset has been recognized."

e) Defined benefit obligation

The cost of the defined benefit gratuity plan and other post-employment employee benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future

salary increases and mortality rates.

Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date."

f) 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 29.

26 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 21 "Employee benefit expenses" of the Statement of profit and loss.

B Defined benefit plans

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.

27 Related party transactions

List of parties where control exists:-Subsidiaries and associates : Nil

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

Zee Media Corporation Limited, Today Merchandise Private Limited, Pan India Network Infravest Private Limited, Shirpur Gold Refinery Limited, Pan India Infraprojects Private Limited, Essel Finance VKC Forex Limited, E-City Property Management & Services Private Limited, Evenness Business Excellence Services Limited, Digital Subscriber Management and Consultancy Services Private Limited, Cyquator Media Services Private Limited, Zen Cruises Private Limited, Indiadotcom Digital Private Limited, Zee Entertainment Enterprises Limited*, Zee Learn Limited*, Zee Studio Limited*, Essel Finance Management LLP, Siti Networks Limited*, Essel Corporate Resources Private Limited*, Siti Vision Digital Media Private Limited*, MT Educare Limited*, Essel Infra Projects Limited*.

Non-executive directors

Mrs. Shilpi Asthana (Independent Director), Mr. Manoj Agarwal (Independent Director), Nishikant Upadhyay (Non-Executive Director), Ronak Jatwala (Non-Executive Director), Prakash Vaghela (Independent Director - w.e.f June 30, 2021), Mukesh Jindal (Non-Executive Director -w.e.f. October 26, 2021), Vishal Malhotra (Independent Director -upto April 1, 2021) and Dinesh Garg (Non-Executive Director- upto October 26, 2021).

Key management personnel

Prashant Barua (Chief Financial Officer-w.e.f. March 30, 2022), Jyoti Upadhya (Company Secretary - w.e.f February 12, 2022), Sushant Mohan (Chief Executive Officer-w.e.f. November 9, 2022 ), Shikhar Ranjan (Chief Executive Officer-upto June 30, 2021), Rajendra Bathula (Chief Financial Officer- upto December 28, 2021), Ankit Shah (Company Secretary - upto February 12,2021) and Dhaval Ashar (Company Secretary - upto February 11, 22).

(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 includes loans, trade and other receivables, and cash and cash equivalents.

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.

The Company''s is not exposed to interest rate risk as the Company is not having any borrowings except 6% Non- cumulative, non convertible, preference shares aggregating to Rs. 43,626.56 lakhs (Previous year: Rs 43,636.56 lakhs). In view of no borrowing with variable interest rate, interest rate sensitivity is not required.

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"), 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, 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.

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, loan and deposits given 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 high, as the major revenue and trade receivables are concentrated to less than 10 customers.

ii) 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 i.e. 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 . It also enjoys access to domestic capital markets .

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.

(b) Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances) Rs. nil (Previous year: nil)

37 Disclosure under Micro, Small, Medium Enterprise Development Act, 2006

Information requested to be furnished as per the section 27 of Micro, Small and Medium Development Act, 2006 (MSMED Act) and schedule III of the Companies Act, 2013 are given below. These information have been determined to the extent such parties have been identified on the basis of information available with the Company and relied upon by the auditor.

42 The accumulated losses of the Company as at 31 March 2023 have exceeded its paid-up capital and reserves by Rs. 39,422.85 lakhs (Previous year : Rs. 55,499.52 lakhs). Further current liabilities exceeded current asset as on that date by Rs. 16,615.18 lakhs (Previous year: Rs. 29,356.71 lakhs). The management has taken steps to monetise its assets, recover doubtful advances and expand its digital media operations and the steps taken have resulted in recovery of doubtful advances, monetization of assets and improvement in revenue from operation. Further the Company has settled due of Zee Media Corporation Limited, as explained in note 43 below and outstanding non-current borrowings has long maturity period.

Considering all these factors and funds available with the Company, the management is confident that the Company will be able to continue its operations and meet funds requirements in the foreseeable future and accordingly, has prepared these financial statements on going concern basis.

43 The Corporate Guarantee provided by Zee Media Corporation Limited (ZMCL) in relation to the non-convertible debentures issued by the Company, was invoked and subsequently the said liability was settled by ZMCL at Rs. 29,000.00 lakhs. The Company and ZMCL mutually agreed to settle the entire outstanding amount of Rs 30,933.14 lakhs, comprising of corporate guarantee obligation of Rs 29,000.00 lakhs and other payable of Rs 1,933.14 lakhs, by way of transfer / assignment of identified Trademarks of the Company valued at Rs. 17,000.00 lakhs and payment of Rs. 1,200.00 lakhs, total aggregating to Rs. 18,200.00 lakhs. The said terms of settlement and draft settlement agreement were approved by the Board of Director in its meeting held on 12 November 2021 and 1 September 2022 respectively. The shareholders of the Company in its meeting held on 30 September 2022 had approved the said terms of settlement. Basis the requisite approvals in place, Settlement Agreement has been executed on 31 March 2023 and accordingly, the Company has made payment of Rs 1,200.00 lakhs and written back the balance liability of Rs 12,733.14 lakhs and disclosed as an exceptional item for the year ended 31 March 2023. The Company is in the process of transferring the identified trademarks, to ZMCL and pending transfer of the trademarks Rs. 17,000.00 lakhs has been disclosed as other payables under note 15 "Other current financial liabilities"

44 Additional regulatory requirement-

(i) No loans or advances in the nature of loans are granted to promoters, directors, KMP''s and the other related parties which is repayable on demand or without specifying any terms or period of repayment.

(ii) 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 the Companies Act, 1956 except the followings.

(iv) The Company does not own an immovable property as property, plant and equipment and investment property.

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

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

(vii) The Company is in compliance with the provisions of clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 as the company does not have any subsidiary, associate or joint venture.

(viii) During the year no scheme of arrangement has been formulated by the Company/pending with competent authority.

(ix) A). No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (""Intermediaries"") with the understanding, (whether recorded in writing or otherwise), that the intermediary shall, (1) directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or (2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. B). No funds have been received by the Company in any manner whatsoever from any persons or entities including foreign entities (Funding Party) with the understanding (whether recorded or writing or otherwise) that the Company shall (1) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

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

(xii) The Company does not have any charge or modification or satisfaction which is yet to be registered with the Registrar of the Companies beyond the statutory period.

45 The Company in preceding years had given advances/deposits of Rs.7,222.50 lakhs to certain parties for supply of goods and services and due to non supply of goods and services on time recovery proceeding were initiated and these advance/deposits of Rs. 7,222.50 lakhs along with interest receivable thereon of Rs. 1,534.75 lakhs were considered doubtful of recovery and were fully provided for as exceptional items. No further interest is provided on the advances/deposits recoverable. During the current year Rs. 4,543.00 lakhs have been received against advances/deposit and accordingly provision of Rs 4,543.00 lakhs made earlier has been written back as exceptional items under note 28(i). The Company has filed petition before the National Company Law Tribunal (NCLT) for recovery of amounts and the petitions are pending before the NCLT.

46 Previous year''s figures have been regrouped and rearranged wherever necessary to make them comparable with the current year''s classification/disclosures.

For MGB and Co. LLP For and on behalf of the Board

Chartered Accountants

Firm Registration Number.: 101169W/W-100035

Lalit Kumar Jain Shilpi Asthana Ronak Jatwala Sushant Mohan

Partner Director Director Chief Executive Officer

Membership No. 072664 DIN: 08465502 DIN: 08812389

Place: Noida Prashant Barua Jyoti Upadhyay

Date : 26 May 2023 Chief Financial Officer Company Secretary

M. No.: A37410