Notes to Accounts of GTPL Hathway Ltd.

Mar 31, 2023

Provisions, Contingent liabilities and Contingent Assets

Provisions are recognised when the Company has a
present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and the amount can be reliably estimated.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company or a present
obligation that arises from past events where it is either not
probable that an outflow of resources will be required to

settle the obligation or a reliable estimate of the amount
cannot be made.

Claims against the Company where the possibility of
any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Contingent assets are not recognised in financial
statements since this may result in the recognition of
income that may never be realised. However, when the
realisation of income is virtually certain, then the related
asset is not a contingent asset and is recognised. A
contingent asset is disclosed, in financial statements,
where an inflow of economic benefits is probable.

1.19 Retirement and other Employee benefits
Short-term obligations

Short term employee benefits are recognised as an
expense at an undiscounted amount in the Statement of
profit and loss of the year in which the related services are
rendered.

a) Post-employment benefits
Defined Benefit Plans

The liability or asset recognised in the balance sheet
in respect of defined benefit gratuity plans is the
present value of the defined benefit obligation at
the end of the reporting period less the fair value of
plan assets. Liability with regards to gratuity plan is
determined using the projected unit credit method,
with actuarial valuations being carried out by a
qualified independent actuary at the end of each
reporting period.

Remeasurement gains and losses arising from
experience adjustments and changes in actuarial
assumptions are recognised in the period in which
they occur, directly in other comprehensive income
and will not be reclassified to Statement of Profit and
Loss.

Changes in the present value of the defined benefit
obligation resulting from plan amendments or
curtailments are recognised immediately in profit or
loss as past service cost.

The present value of the defined benefit plan
liability is calculated using a discount rate which
is determined by reference to market yields at the
end of the reporting period on government bonds.
The defined benefit obligation recognised in the
Balance Sheet represents the actual deficit or surplus
in the Company''s defined benefit plans. Any surplus
resulting from this calculation is limited to the present
value of any economic benefits available in the form
of refunds from the plans or reductions in future
contributions to the plans.

Defined Contribution plans

A defined contribution plan is a post-employment
benefit plan under which the Company pays specified
contributions for provident fund as per the provisions
of the Provident Fund Act, 1952 to the government.
The Company''s contribution is recognised as an
expense in the Statement of Profit and Loss during
the period in which the employee renders the related
service. The Company''s obligation is limited to the
amounts contributed by it.

Other long-term employee benefit obligations -
Compensated Absences

The Company provides for the encashment of
leave or leave with pay subject to certain rules. The
employees are entitled to accumulate leave subject
to certain limits, for future encashment. The liability is
provided based on the number of days of unutilised
leave at each balance sheet date on the basis of an
independent actuarial valuation.

1.20 Inventories

Inventories are carried at lower of cost and net realisable
value. Cost of inventories comprises all cost of purchase,
duties, taxes (other than those subsequently recoverable
from tax authorities) and all other costs incurred in bringing
inventories to their present location and conditions.

1.21 Earnings Per Share (EPS)

Basic earnings per share are calculated by dividing the
net profit or loss for the period attributable to equity
shareholders (after deducting preference dividends, if any,
and attributable taxes) by the weighted average number
of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares
outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.

1.22 Exceptional items

Exceptional items refer to items of income or expense
within the statement of profit and loss from ordinary
activities which are non-recurring and are of such size,
nature or incidence that their separate disclosure is
considered necessary to explain the performance of the
Company.

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Mar 31, 2018

Note - 1.1 As at March 31, 2018, the Company does not have any holding Company.

Note -1.2 The Company has only one class of shares referred to as equity shares having a par value of Rs.10. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Note - 1: Axis Bank Limited - (Buyers Credit)

1. Office No. 601 to 608, 6th Floor, Monalisa Complex, Sayajigunj, Vadodara

2. Sailila Building, Office No. 6/228/289, Kolsawad, Manchhapura, B/h Amisha Hotel, Delhi gate, Suarat

3. Unit No. 203 (old No. 205, 206), 204, 2nd floor, Sahajanand complex, Near. Swaminarayan temple, Shahibaug, Ahmedabad

4. 2nd and 3rd Floor, Om Shanti Complex, Patel colony, Vikasgruh road, Jamnagar

5. Office No. 203, Second floor, Sahajanand complex, opposite Swaminarayan temple, Sahibaugh, Ahmedabad

6. Terrace at office no. 203, on second floor, Sahajanand complex, opposite, Swaminarayan mandir, Sahibaugh, Ahmedbad

7. Office No. 202 on Second Floor, Sahjanand complex, opposite Swaminrayan mandir, Sahibagh, Ahmedabad

8. Flat No. A 201, 2nd Floor, Block A, Ratnam Royals at Chandkheda, Ahmedabad

9. Flat No. A 202 2nd Floor, Block A, Ratnam Royals at Chandkheda, Ahmedabad

10. Bungalow no. 1, Siti Ratna, Opp. Swagat Mahal,B/h Gandhinagar Engineering College, New CG Road at Chandkheda, Ahmedabad

11. NA Land located at Survey No. 514/P at Village. Bhagdavada, District: Valsad, Gujarat

12. Office No. 801 to 812, 6th Floor, Sadodaya Plaza, opposite Mayo Hospital, Near Ram mandir, Central Avenue, CA Road, Nagpur

Note -2:AII the Buyers Credit facilities are availed in USD

NOTE 3: SPECIFIED BANK NOTES

Pursuant to the gaette notification G.S.R 308 (E ) dated 30th March, 2017 issued by the Ministry of Corporate Affairs, details of the Sepcified Bank Notes (SBN) held and transacted during the period 08th Nov,2016 to 31st Dec,2016 are related to Financials year ended 31st March 2017, hence same is is not applicable for FY 2017-18

NOTE 4 (A): FAIR VALUE MEASUREMENT (IND AS 113)

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

The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:-

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

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 company specific estimates. If all significant inputs required for fair value and instruments are observable, then the instruments are 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 Level 3.

Trade Receivable, cash and cash equivalents, other bank balances, loans, trade payables and other financial liabilities have fair value approximate to their carrying amount due to their short term maturities.

Valuation processes:

The Company has entered into Memorandum of Understanding (MOU) for divestment of its stake in its subsidiary. Based on the MOU, Company will receive all its receivable (including amount of investment in equity shares and convertible preference shares). Accordingly consideration receivable against divestment of its stake is considered as fair value of current investment.

NOTE 5: FINANCIAL RISK MANAGEMENT (IND AS 107)

The Company’s principal financial liabilities comprises of borrowings, trade and other payable. The main purpose of these financial liabilities is to finance the company’s operations. The Company’s principal financial assets includes trade and other receivables, investments, cash and cash equivalents that derives directly from operations.

The Company’s activities exposes it to market risk, liquidity risk and credit risk. Company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the company

(A) Market Risk

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve optimal maturity profile and financing cost.

The company’s main interest rate risk arises from borrowings with variable rates, which expose the company to future cash outflow . The company’s borrowings at variable rate were mainly denominated in INR & USD.

Interest rate sensitivity has been calculated assuming the borrowings outstanding at the reporting date have been outstanding for the entire reporting period. Further the calculations for the unhedged floating rate borrowing have been done on the notional value of the foreign currency (excluding the valuation)

(b) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreing exchange rates. The Company has obtain foreing currency loans and trade payables and is therefore exposed to foreign exchange risk. Based on the market scenario management normally decide to hedge the risk, management follows hedging policy depending on market scenario

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonable possible change in USD rate to the functional currency of respective entity , with all the other variables remain constant

(B) Credit Risk

The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, foreing exchange transactions and other financial instruments.

Trade Receivables

Customer credit risk is managed by the Company’s estabalished policy,procedures and control relating to customer credit risk management. Trade receivable are non-interest bearing. Outstanding customers receivables are regularly monitored. The company has no concentration of credit risk as the customer base is widely distributed both economically and geographically

As per IND AS 109, Company follow simplified approach, the Company makes the provision of expected credit losses on trade receivables using provision matrix to mitage the risk of defaults of payments. Provision matrix is prepared based on historic data and the same is adjusted considering forward looking estimates. The provision matrix at the end of the year is as follows:-

In case of receivables from group entities,the Company makes impairment assessment for an overall exposure to those entities and accordingly provision is being made. (Refer Note No. - 40)

Information about Major Customers

No customers individually accounted for more than 10% of the revenues in the years ended March 31,2018 and March 31,2017

(C) Liquidity Risk

Liquidity Risk is the risk that company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to maintain optimum level of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquid position and deploys robust cash management system. It maintains adequate sources offinancing at an optimised cost

NOTE 6: CAPITAL MANAGEMENT

The company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

NOTE 7: INCOME TAXES

Income Tax Expenses consists of current and deferred income tax. Income tax expenses are recognized in net profit in Statement of Profit & Loss. Current income tax for current and prior period is recognized at the amount expected to be paid from the tax authorities , using the tax rates. Deferred Income tax assets and liabilities are recognized for all temporarily differences arising from tax base of assets and liabilities and their carrying amount in the financial statements

#Previous year tax adjustment represents incremental tax on activation fees received during FY 16-17, which was earlier considered to offer for tax over the period of five years. As a result corresponding deferred tax liability created in previous years stands to be reversed.

In assessing the reliability of deferred income tax assets, the Management considers whether some portion or all the deferred income tax assets will not be realized. The ultimate realization of deferred tax income tax assets is based on generation of future taxable income during the periods in which temporarily differences become deductible. The management considers the schedule reversals of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment

(D) Foreseeable Losses

The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/ applicable accounting standards for material foreseeable losses on such long term contracts has been made in the books of account.

(E) Note on pending litigations

The Company has reviewed its pending litigations and proceedings and has adequately provided for where Provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made adequate provision in the financial statements and appropriate disclosure for contingent liabilities.

NOTE 8: SEGMENT REPORTING (IND AS 108)

The Company has presented segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ‘Operating Segments’, no disclosures related to segments are presented in this standalone financial statements.

NOTE 9: STATEMENT OF LEASE

(a) Financial Lease

The Company has taken Set Top Box and Head-end on finance lease which are recognised as assets of the Company. The corresponding liability of the lessor is included in the Balance Sheet as finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve constant rate of interest on the remaining balance of liability. Following is the summary of future minimum lease rental payments under finance lease arrangement:

(b) Operating Lease

A. Asset given on operating lease

The Company has given Head-end & Office Building to GTPL Kolkatta Cable & Broaband Pariseva Limited on operating lease

The Company has not entered into any non-cancellable lease arrangements

B. Asset taken on operating lease

The Company has taken certain assets such as Office Premises,dark fibers bandwidth and vechicles on operating lease. The lease rentals are paybale by the Company on a monthly or quaterly basis

Lease payment recognised in the Statement of Profit & Loss for the year is Rs.272.68 Million (Previous Year Rs.201.62 Million).

NOTE 10: DETAILS UNDER MSMED ACT, 2006 FOR DUE TO MICRO & SMALL, MEDIUM ENTERPRISE

The details of amount outstanding to Micro & Small Enterprises under the Micro and Small Enterprises Development Act,2006 (MSMED Act), based on the available information with the Company and relied upon by the auditors are as under:

No due is payable with respect to Trade Payables. The above due is payable with respect to the enterprises disclosed under the Financial Liabilities (Refer Note no. 19).

NOTE 11: IMPAIRMENT PROVISION ON EXPOSURETO SUBSIDIARIES

Of the total investments, the Company has equity investment aggregating Rs.1,358 Million in certain subsidiary companies whose corresponding net-worth is lower than the Company’s equity investment in said subsidiaries. Based on the valuation done by an independent valuer and the assessment carried out by the Company having regard to the long-term investments and other strategic plans, a provision of Rs.49 Million is made towards impairment in investment and other receivables exposure in said subsidiaries, which in view of the management is adequate and no further provision is considered necessary.

Further, of the above subsidiaries, the Company is in the process of merging 12 Subsidiaries, in which, the Company is having equity investments aggregating Rs.572 Million and other receivables of Rs.443 Million.

NOTE 12: (A) DISCLOSURE AS PER REGULATION 53(F) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS

Loans and Advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties

NOTE 12: (B) DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT,2013

The details of loans, guarantees and investment under Section 186 of the Companies Act, 2013 read with the

Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:

(i) Details of Investmade made are given in Note 3 and Note 6

(ii) The loans is given to GTPL Broadband Private Limited (Formerly known as GTPL Kutch Network Private Limited), which is wholly owned subsidary. The Guarantee issued in accordance with section 186 of the Companies Act,2013 read with rules issued thereunder are given in Note 35 (B)

NOTE: 13 EMPLOYEE BENEFITS

Defined Contribution Plan

(a) Provident Fund : A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions for provident fund as per the provisions of the Provident Fund Act, 1952 to the government. The Company’s contribution is recognised as an expense in the Profit and Loss Statement during the period in which the employee renders the related service. The company’s obligation is limited to the amounts contributed by it.

Defined Benefits Plan

(a) Gratuity: The Company has a defined benefit gratuity plan. The scheme is funded with an insurance company in the form of a qualifying insurance policy. Every employee who has completed five or more years of service is eligible for gratuity as per the provisions of the Gratuity Act, 1972.

Basis used to determine expected rate of return on plan assets

It is the interest,dividends and other than tax included in the actuarial assumptions used to measure the present value of defined benefit obligation.

Salary Escalation Rate

The rate at which salaries are expected to escalate in future.lt is used to determine the benefit based on salary at the date of separation

NOTE 14: BUSINESS COMBINATIONS

Persuant to the Business Transfer Agreement entered by the Company with Crystal View Private Limited and Brahmaputra Digital Cable Network, the business of the said entities have been transferred to the Company. The details of the assets acquired and consideration paid are given below:

The Company runs an integrated operation for existing business as well as acquired business. Therefore, separate sales information for the acquired business is not exactly available and accordingly disclosures for revenue and profit / loss of the acquired business since acquisition date have not been made.

NOTE 15 : REVENUE FROM CONTRACTS WITH CUSTOMERS (IND AS 115 )

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind AS 115 ‘Revenue from Contracts with Customers’, which replaces Ind AS 18 ‘Revenue’. Based on the preliminary assessment carried out by the management, except for the disclosure requirements, the application of new standard may not have any significant impact the Company’s financial statements. The amendment will come into force from April 01, 2018.

NOTE 16 :EVENTS AFTER REPORTING DATE

The Board of Directors have recommended dividend of Rs.1/- per fully paid up equity share of Rs.10/- each, aggregating Rs.135.58 Millions which includes dividend distribution tax of Rs.23.12 Millions for the financial year 2017-18, which is based on relevant share capital as on March 2018

NOTE 17: Exceptional items represents amount paid as a one time settlement to one of the Content Aggregators.

NOTE 18: Previous year’s figures have been regrouped, reclassified wherever necessary to correspond with the current year classification / disclosure.

Notes to the financial statements are an integral part of the financial statements.

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Mar 31, 2017

1.1 Corporate Information

GTPL Hathway Limited (“the Company” or “the group”) is a Public Company Limited by shares. The Company is engaged in distribution of television channels through analog and digital cable distribution network.

The Company is a public limited company incorporated and domiciled in India and incorporated under companies act, 1956. The address of Corporate office is GTPL House , Shree one building , Opp Armieda , Sindhu Bhavan Road , Near Pakwan Cross Road , Bodakdev , Ahmedabac 380059.

2. Notes of the standalone financial statements for the year ended March 31, 2017

2.1 First-time adoption of Ind AS

These Standalone financial statements, for the year ended 31 March 2017, are the company’s first Standalone financial statements prepared in accordance with Ind AS.

The accounting policies set out in the notes have been applied in preparing the Standalone Financial statements for the period ended March 31, 2017 and for the years ended March 31, 2016. The company has followed the same accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as initially adopted on transition date i.e. April 1 ,2015.

An explanation of how the transition from Indian GAAP to Ind AS has affected the company’s Standalone Financial Statements is set out in the following tables and notes.

2.1.1 Exemptions and exceptions availed:

The applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS as at the transition date, i.e. April 1, 2015 are explained below.

a) Estimates:

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after accounting policies), unless there is an objective evidence that those estimates were in error.

Ind AS estimates as at 1 April, 2015 are consistent with the estimates as at same date made in conformity with previous GAAP. The Company made estimates for Impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

b) Hedge Accounting:

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. As a result, only hedging relationships that satisfied the hedge accounting criteria as of 1 April 2015 are reflected as hedges in the Company’s results under Ind AS.

The Company uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks. Under Indian GAAP, there is no mandatory standard that deals comprehensively with hedge accounting, which has resulted in the adoption of varying practices. The entity has assessed the conditions of qualifying hedging relationship on date of transition to Ind AS and therefore not recognised a hedge relationship that does not qualify for hedge accounting as per Ind AS 109.

c) De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from the date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

d) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts anc circumstances that exist at the date of transition to Ind AS. Accordingly, the classification and the measurement of financial assets is done based on the facts & circumstances as on the date of transition.

e) Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated. The Company has applied same exemption for investment in associates and joint ventures.

f) Prospective application of Ind AS 21 to business combinations

The Company has not applied Ind AS 21 The Effects of Changes in Foreign Exchange Rates retrospectively to fair value adjustments and goodwill from business combinations that occurred before the date of transition to Ind AS. The Company has elected to apply this exemption.

g) Cumulative translation differences

Ind AS 101 permits cumulative translation gains and losses to be reset to zero at the transition date. This provides relief from determining cumulative currency translation differences in accordance with Ind AS 21 from the date subsidiary or equity method investee was formed or acquired. The Company elected to reset all cumulative translation gains and losses to zero by transferring it to opening retained earnings at its transition date.

h) Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties.

Accordingly, The Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

i) Fair value measurement of financial assets or financial liabilities

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

Accordingly, The Company has opted for recognizing gain or loss prospectively to transactions occurring on or after the date of transition to Ind AS.

j) Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The Company has elected to apply this exemption for such contracts/arrangements.

NOTE - 3.1 :- The Company has alloted 9,59,46,720 fully paid equity shares of face value of Rs. 10 each as bonus shares in March 2016 to the shareholders of the company in the proportion of 40:1 and consequently the number of shares increased from 23,98,668 shares to 9,83,45,388.

NOTE - 3.2 :- The Company has only one class of shares referred to as equity shares having a par value of Rs. 10. Each holder of equity shares is entitled tc one vote per share.

NOTE - 1 : AXIS BANK LIMITED - 140 MILLION

1. Office Mo. 601 to 608, 6th Floor, Monalisa Complex, Sayajigunj, Vadodara

2. Office Mo. 2/228/289, Kolsawad, Manchhapura, B/h Amisha Hotel, Delhi gate, Suarat

3. Unit Mo. 203 (old Mo. 205, 206), 204, 2nd floor, Sahajanand complex, Mear. Swaminarayan temple, Shahibaug, Ahmedabad

4. 2nd and 3rd Floor, Om Shanti Complex, Patel colony, Vikasgruh road, Jamnagar

5. Office Mo. 203, Second floor, Sahajanand complex, opposite Swaminarayan temple, Sahibaugh, Ahmedabad

6. Terrace at office no. 203, on second floor, Sahajanand complex, opposite, Swaminarayan mandir, Sahibaugh, Ahmedbad

7. Office Mo. 202 on Second Floor, Sahjanand complex, opposite Swaminrayan mandir, Sahibagh, Ahmedabad

NOTE - 2 : AXIS BANK LIMITED - RS. 150 MILLION

1. Office Mo. 601 to 608, 6th Floor, Monalisa Complex, Sayajigunj, Vadodara

2. Office Mo. 2/228/289, Kolsawad, Manchhapura, B/h Amisha Hotel, Delhi gate, Suarat

3. Unit Mo. 203 (old Mo. 205, 206), 204, 2nd floor, Sahajanand complex, Mear. Swaminarayan temple, Shahibaug, Ahmedabad

4. 2nd and 3rd Floor, Om Shanti Complex, Patel colony, Vikasgruh road, Jamnagar

5. Office Mo. 203, Second floor, Sahajanand complex, opposite Swaminarayan temple, Sahibaugh, Ahmedabad

6. Terrace at office no. 203, on second floor, Sahajanand complex, opposite, Swaminarayan mandir, Sahibaugh, Ahmedbad

7. Office Mo. 202 on Second Floor, Sahjanand complex, opposite Swaminrayan mandir, Sahibagh, Ahmedabad

8. Flat No. A 201 at Chandkheda, Ahmedabad

9. Flat No. A 202 at Chandkheda, Ahmedabad

10. Bungalow no. 1 at Chandkheda, Ahmedabad

11. MA Land located at Survey Mo. 514/P at Village. Bhagdavada, District: Valsad, Gujarat

12. Office Mo. 801 to 812, 6th Floor, Sadodaya Plaza, opposite Mayo Hospital, Mear Ram mandir, Central Avenue, CA Road, Magpur

NOTE - 3 : AXIS BANK LIMITED - 250 MILLION (BUYERS CREDIT)

1. Office Mo. 601 to 608, 6th Floor, Monalisa Complex, Sayajigunj, Vadodara

2. Office Mo. 2/228/289, Kolsawad, Manchhapura, B/h Amisha Hotel, Delhi gate, Suarat

3. Unit Mo. 203 (old Mo. 205, 206), 204, 2nd floor, Sahajanand complex, Mear. Swaminarayan temple, Shahibaug, Ahmedabad

4. 2nd and 3rd Floor, Om Shanti Complex, Patel colony, Vikasgruh road, Jamnagar

5. Office Mo. 203, Second floor, Sahajanand complex, opposite Swaminarayan temple, Sahibaugh, Ahmedabad

6. Terrace at office no. 203, on second floor, Sahajanand complex, opposite, Swaminarayan mandir, Sahibaugh, Ahmedbad

7. Office Mo. 202 on Second Floor, Sahjanand complex, opposite Swaminrayan mandir, Sahibagh, Ahmedabad

8. Flat No. A 201 at Chandkheda, Ahmedabad

9. Flat No. A 202 at Chandkheda, Ahmedabad

10. Bungalow no. 1 at Chandkheda, Ahmedabad

11. MA Land located at Survey Mo. 514/P at Village. Bhagdavada, District: Valsad, Gujarat

12. Office Mo. 801 to 812, 6th Floor, Sadodaya Plaza, opposite Mayo Hospital, Mear Ram mandir, Central Avenue, CA Road, Magpur

NOTE -4 :

Penalty for delayed repayment 24% plus applicable taxes. Prepayment charges 5% of the outstanding amount of the facility or any other rates as stipulated by ICICI Bank Limited from time to time

NOTE-5 :

Delayed Payment/LatePayment/ Additional charge 30% prepayment interest outstanding 5.85%

NOTE-6 :

Prepayment penalty 5.21% on outstanding plus service tax. Delayed payment/late payment charge/compensates/additional finance charges 3% (monthly)

NOTE-7 :

Late payment 24% per month on unpaid EMI. Part payment charges (a) Within 12 months of activation of loan 3% of part amount (b) after 12 months of activation of loan 2% of part amount NOTE-8 : Same as Note No: 6

NOTE - 1 : AXIS BANK LIMITED - 300 MILLION (BUYERS CREDIT)

1. Office No. 601 to 608, 6th Floor, Monalisa Complex, Sayajigunj, Vadodara

2. Office No. 2/228/289, Kolsawad, Manchhapura, B/h Amisha Hotel, Delhi gate, Suarat

3. Unit No. 203 (old No. 205, 206), 204, 2nd floor, Sahajanand complex, Near. Swaminarayan temple, Shahibaug, Ahmedabad

4. 2nd and 3rd Floor, Om Shanti Complex, Patel colony, Vikasgruh road, Jamnagar

5. Office No. 203, Second floor, Sahajanand complex, opposite Swaminarayan temple, Sahibaugh, Ahmedabad

6. Terrace at office no. 203, on second floor, Sahajanand complex, opposite, Swaminarayan mandir, Sahibaugh, Ahmedbad

7. Office No. 202 on Second Floor, Sahjanand complex, opposite Swaminrayan mandir, Sahibagh, Ahmedabad

8. Office No. 801 to 812, 6th Floor, Sadodaya Plaza, opposite Mayo Hospital, Near Ram mandir, Central Avenue, CA Road, Nagpur

NOTE - 4 : Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII there of Rs. 7.01 millions

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds, ETFs and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) 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 level3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

Valuation technique used to determine fair value:

Specific valuation techniques used to value financial instruments include

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date

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

- All of the resulting fair value estimates are included in level 2.

Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and the audit committee (AC).

Discussions of valuation processes and results are held between the CFO, AC and the valuation team quarterly, in line with the company’s quarterly reporting periods.

Changes in level 2 and 3 fair values are analyzed at the end of each reporting period during the quarterly valuation discussion between the CFO, AC and the valuation team. As part of this discussion the team presents a report that explains the reason for the fair value movements.

Cash flow and fair value interest rate risk

The company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the company to cash flow interest rate risk. The company’s borrowings at variable rate were mainly denominated in INR & USD.

The company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

PRICE RISK

The entity do not have any in investments in quoted securities or other equity instruments except for investments in group entities. Thus, the company is not exposed to any price risk.

NOTE 5: CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and Maintain an optimal capital structure to reduce the cost of capital.

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:

Net debt (total borrowings net of cash and cash equivalents) divided by Total ‘equity’ (as shown in the balance sheet, including non-controlling interests).

The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The company has not classified any financial asset as hedge instrument and hence, hedge accounting is not applicable.

NOTE 6:FINANCIAL RISK MANAGEMENT

The company’s activities expose it to market risk, liquidity risk and credit risk. In order to minimize any adverse effects on the financial performance of the company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

Credit Risk Management

Credit risk is managed on a group basis. For banks and financial institutions, only high rated banks/institutions are accepted.

For other financial assets, the Company assesses and manages credit risk based on internal credit rating system. The finance function consists of a separate team who assesses and maintains an internal credit rating system. Internal credit rating is performed on a group basis for each class of financial instruments with different characteristics.

Class 1 Quality

Class 2 Standard

Class 3 Sub Standard

Class 4 Doubtful

Class 5 Loss

Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at local level in the operating companies of the Company in accordance with practice and limits set by the Company. These limits vary by location to take into account the liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

MARKET RISK MANAGEMENT

Foreign Currency Risk

The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions and foreign currency loans, primarily with respect to the US$. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast transactions.

The company uses foreign exchange forward contracts to hedge its exposure in foreign currency risk. The company measures the forward contract a fair value through profit and loss not classified as hedge.

The spot component of forward contracts is determined with reference to relevant spot market exchange rates. The differential between the contracted forward rate and the spot market exchange rate is defined as the forward points.

(a) Hedge of net investment in foreign entity

NOTE 7: DISCONTINUED OPERATION

(a) Description

During the board meeting held on 31-03-2016, the company had decided to transfer its broadband division to GTPL Kutch Network Private Limited, its wholly owned subsidiary and hence, the company has classified its Broadband division as held for sale as on 31-03-2016.

(b) Financial Performance

1. The sales tax officer has raised demand of Rs. 22.29 Millions (including interest of Rs.5.27 Millions) as per West Bengal Value Added Tax Rules, 2005 considering turnover of Rs.126 Millions instead of Rs. 17.50 Millions without considering the facts of the case. The company has already made payment of Rs. 2.36 Millions as tax and interest. So, the disputed tax liability including interest raised by sales tax officer is Rs. 19.93 Millions against which the company has provided security of Rs. 2.99 Millions under protest. The company has also filed appeal to Dirctorate of commercial tax for the same.

2. The additional district collector of Nagpur had raised demand of Rs. 5.90 million towanrds entertainment tax under Maharashtra Land Revenue Act for April 2013 to June 2013 and Rs. 35.46 million (including interest of Rs. 4.50 million) for July 2013 to October 2014. Against the demand, the company had filed writ petition in the Bomaby High Court.

3. The Assistant Commissioner of Sales Tax (Investigation), Nagpur issued Demand Notice of Rs. 0.46 Millions (includes Interest of Rs. 0.19 Millions and Penalty of Rs. 0.05 Millions) against which the company has file appeal to Dy. Commissioner of Sales Tax (Appeals), Magpur. The company has already made payment of Rs. 0.10 Millions under protest.

4. The Deputy Commissioner of Income Tax has given order under section 143(3) r.w.s. 147 of the Income Tax Act, 1961 and raised demand of Rs. 21.11 million against which the company has paid Rs. 21.11 million under protest. The company has also filed appeal to Commissioner of Income Tax (Appeal) against the said order.

Commitments

(a) Capital Commitments

Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows

(b) Non cancellable operating Lease

There are no transactions outstanding for the period ended 31st March, 2017.

(c) Repair & Maintenance : Investment Property

There are no capital commitments outstanding towards repair and mantainance investment property. Events occurring after reporting period: NIL

NOTE 8: EMPLOYEE BENEFITS Defined Contribution Plan

(a) Provident Fund : A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions for provident fund and pension as per the provisions of the Provident Fund Act, 1952 to the government. The Company’s contribution is recognised as an expense in the Profit and Loss Statement during the period in which the employee renders the related service. The company’s obligation is limited to the amounts contributed by it.

Defined Benefits Plan

(a) Gratuity: The Company has a defined benefit gratuity plan. The scheme is funded with an insurance company in the form of a qualifying insurance policy. Every employee who has completed five or more years of service is eligible for gratuity as per the provisions of the Gratuity Act, 1972.

NOTE 9: LEASE

The Company has taken Set Top Box and Head-end on finance lease. Following is the summary of future minimum lease rental payments under finance lease arrangement:

NOTE 10 : RECONCILIATION BETWEEN IGAAP AND IND AS

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

NOTE 11 : RECONCILIATION BETWEEN IGAAP AND IND AS

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