Notes to Accounts of Network18 Media & Investments Ltd.

Mar 31, 2025

The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of Plan assets held, assessed risks, historical results of return on plan assets and the Company''s policy for plan assets management.

viii) The expected contributions for Defined Benefit Plan for the next financial year will be in line with financial year 2024-25.

xi) These plans typically expose the Company to actuarial risks such as: Investment Risk, Interest Risk, Longevity Risk and Salary Risk. Investment Risk

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; if the return on plan asset is below this rate, it will create a plan deficit.

Interest Risk

A decrease in the discount rate will increase the plan liability.

Longevity Risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plan''s liability.

('' in crore)
	As at 31^st March, 2025	As at 31^st March, 2024
38. CONTINGENT LIABILITIES AND COMMITMENTS
i CONTINGENT LIABILITIES
(A) Claims against the Company/ disputed liabilities not acknowledged as debts*
In respect of others	47.93	46.69
(B) Other money for which the Company is contingently liable
Liabilities under export obligation in "Export Promotion Capital Goods Scheme"	6.77	6.77

ii COMMITMENTS
In respect of others	41.06	30.99
* Future Cash Flows in respect of above matters are determinable only on receipt of judgements/ decisions pending at various forums/ authorities. The Company has been advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

40. SEGMENT REPORTING

a) The Company operates in a single reportable operating segment''Media Operations''. Hence there are no separate reportable segments as per Ind AS 108 ''Operating Segments'' Since the Company''s operations are primarily in India, it has determined single geographical segment.

b) No customer represents more than 10% of the Company''s total revenue during the current year as well as previous year.

41. CAPITAL AND FINANCIAL RISK MANAGEMENT41.1 CAPITAL MANAGEMENT

The Company manages its capital to ensure that it will continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company monitors capital using a gearing ratio.

The Capital Structure of the Company consists of Debt, Cash and Cash equivalent and Equity.

An impairment analysis is performed at each reporting date for major customers. Receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company evaluates the concentration of risk with respect to receivables as low.

ii LIQUIDITY RISK

Liquidity risk arises from the Company''s inability to meet its cash flow commitments on the due date. The Company maintains sufficient stock of cash, marketable securities and committed credit facilities. The Company accesses local financial markets to meet its liquidity requirements. It uses a range of products to ensure efficient funding from across well-diversified markets and investor pools. Treasury monitors rolling forecasts of the Company''s cash flow position and ensures that the Company is able to meet its financial obligation at all times including contingencies.

The Company''s liquidity is managed by forecasting the cash and liquidity requirements. Treasury arranges to either fund the net deficit or invest the net surplus in the market.

iii MARKET RISKa FOREIGN EXCHANGE EXPOSURE/ CURRENCY RISK

Foreign Currency Risk is the risk that the Fair Value or Future Cash Flow of an exposure will fluctuate because of changes in foreign currency rates. Exposure can arise on account of various assets and liabilities which are denominated in currencies other than functional currency.

41.2 FINANCIAL RISK MANAGEMENT

The Company''s activities exposes it mainly to credit risk, liquidity risk and market risk. The treasury team identifies and evaluates financial risk in close coordination with the Company''s business teams.

i CREDIT RISK

Credit risk is the risk that customers or counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities which is primarily trade receivables.

SENSITIVITY ANALYSIS:

1% appreciation/ depreciation of the respective foreign currencies with respect to the functional currency of the Company would result in a decrease/ increase in the Company''s profit before tax by '' 0.06 crore for the year ended 31^st March, 2025 and increase/ decrease in Company''s loss before tax by '' 0.08 crore for the year ended 31^st March, 2024.

b INTEREST RATE RISK

The Company''s exposure to the risk of changes in market interest rate relates to floating rate debt obligations.

SENSITIVITY ANALYSIS:

1% appreciation/ depreciation in the interest rate on floating rate borrowing included above would result in and decrease/ increase in the Company''s Profit Before Tax by '' 5.12 crore for the year ended 31^st March, 2025 and increase/ decrease in the Company''s Loss Before Tax by '' 8.20 crore for the year ended 31^st March, 2024.

42.2 The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels:

Level 1: Inputs are Quoted prices (unadjusted) in active markets or Net Assets Value (NAV) for identical assets or liabilities.

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

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumption that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

42.3 Valuation Methodology

All financial instruments are initially recognised and subsequently re-measured at fair value as described below:

a. The fair value of investment in quoted Equity Shares and Mutual Funds is measured at quoted price or Net Asset Value (NAV), as applicable.

b. The fair value of the remaining financial instruments is determined based on adjusted quoted price of underlying assets, information about market participants, assumptions and other data that are available including using discounted cash flow analysis, as applicable.

43. DERIVATIVE CONTRACTS

Changes in the fair value of forward contracts that economically hedge monetary liabilities in foreign currencies, and for which no hedge accounting is applied, are recognised in the Statement of Profit and Loss. The changes in fair value of the forward contracts, as well as the foreign exchange gains and losses relating to the monetary items, are recognised in the Statement of Profit and Loss.

Note

$$ Capital employed includes Equity, Borrowings, Creditor for Capital Expenditure and reduced by Investments, Cash and Cash Equivalents and Capital Work-in-Progress.

45. The Composite Scheme of Arrangement amongst Studio 18 Media Private Limited [formerly Viacom 18 Media Private Limited] ("Viacom18") and its shareholders and creditors & Digital18 Media Private Limited [formerly Digital18 Media Limited] ("Digital18") and its shareholders and creditors and Star India Private Limited ("Star India") and its shareholders and creditors ("Scheme") has become effective on 14^th November, 2024. The Scheme provided for: (i) transfer and vesting of Media Operations Undertaking from Viacom18 to Digital18 on Slump Sale basis; (ii) transfer and vesting of Jio Cinema Undertaking from Viacom18 to Digital18 on Slump Sale basis; and (iii) demerger, transfer and vesting of Viacom18 Undertaking from Digital18 to Star India on a going concern basis. Also, as part of this transaction, the Company sold the shares held in Indiacast Media Distribution Private Limited ("IndiaCast") to Viacom18 and IndiaCast ceased to be a subsidiary of the Company.

Separately, Reliance Industries Limited on 30^th December 2024 converted the 24,61,33,682 compulsorily convertible preference shares held by it in Viacom18 post approval of the Company''s shareholders at the AGM held on 19^th December 2024. Consequently, Viacom18 ceased to be subsidiary of the Company and has become an associate of the Company. Accordingly, income of '' 3,498.21 crore being gain on sale of shares held in Indiacast and the impact of excess of fair value of holding in Viacom18 over the historical carrying cost has been disclosed as Exceptional items.

46. IMPAIRMENT TESTING OF GOODWILL

Goodwill acquired through business combinations with indefinite useful lives has been allocated to cash generating units (''CGU'') related to "Media Operations" which is also an operating and reportable segment for impairment testing. The carrying amount of Goodwill as at 31^st March, 2025 is '' 1,168.34 crore (Previous year '' 1,168.34 crore).

The Company performed its annual impairment test for year ended 31^st March, 2025. The recoverable amount of the CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a 5 year period and based on fair value using market approach considering recent transaction, revenue and EBITDA multiples of comparable companies being key assumption based on published information and management assessment. The Level of the fair value hierarchy is Level 3.

The pre-tax discount rate applied to cash flow projections for impairment testing during the current year is 12.30% to 16.21% and cash flows beyond the 5 year period are extrapolated using a 5% terminal growth rate.

Key assumptions used for value in use calculations:

a. Growth rate estimates:- Rates are based on published industry research and management assessments.

b. Discount rate:- The discount rate calculation representing the current market assessment is based on the specific circumstances of the CGU and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by the CGU''s investors. The cost of debt is based on the interest-bearing borrowings, the CGU is obliged to service. Industry-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data. Adjustments to the discount rate are made to factor in the specific amount and timing of the future tax flows in order to reflect a pre-tax discount rate.

The management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

47. The National Company Law Tribunal, Mumbai Bench, has approved the Composite Scheme of Arrangement ("the Scheme") for the amalgamation of the Company''s subsidiaries, namely, TV18 Broadcast Limited ("TV18") and e-Eighteen.Com Limited ("E18") (together referred to as "amalgamating Companies") into the Company with appointed date being 1^st April, 2023. The Scheme has become effective on 3^rd October, 2024. The stipulations contained in the Scheme have been given effect to in the financial statements for the year ended 31^st March, 2024.

48. Details of Loan given, Investment made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013

(a) Loan given by the Company to body corporate as at 31^st March, 2025 (Refer Note No 6 and 14)

(b) Investment made by the Company as at 31^st March, 2025 and as at 31^st March, 2024 (Refer Note No 5)

49. OTHER STATUTORY INFORMATION

(a) There are no balances outstanding as on 31^st March, 2025 and 31^st March, 2024 on account of any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(b) The Company does not have any Capital Work-In-Progress, whose completion is overdue or has exceeded its cost compared to its original plan.

(c) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(d) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) 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

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(e) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

50. Previous year''s figures have been regrouped wherever necessary to make them comparable to current year''s figures.

51. The financial statements were approved for issue by the Board of Directors on 18^th April, 2025.

Mar 31, 2024

(e) Provisions and Contingent Liabilities

The Company exercises significant judgement in identification of and estimation of the amounts of provisions and contingent liabilities. These provisions and contingent liabilities are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates.

(f) Employee Benefits

Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognised as an expense during the period when the employees render the services.

Long Term Employee Benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability as at the Balance Sheet date on the basis of actuarial valuation as per Projected Unit Credit Method.

Post-Employment Benefits

Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions towards Provident Fund, Employee State Insurance and Pension Scheme. 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.

Defined Benefit Plans

The Company pays gratuity to the employees who have completed five years of service with the Company at the time of resignation/ superannuation. The gratuity is paid @ 15 days basic salary for every completed year of service as per the Payment of Gratuity Act, 1972.

The liability in respect of gratuity and other post-employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees'' services. Re-measurements of defined benefit plans in respect of post-employment benefits are charged to the Other Comprehensive Income.

(g) Current Tax and Deferred Tax

The tax expense for the period comprises of current and deferred tax. The Company exercises judgment in computation of current tax considering the relevant rulings and reassesses the carrying amount of deferred tax assets at the end of each reporting period.

(h) Foreign currencies transactions and translation

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency''s closing rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in Statement of Profit and Loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of nonmonetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item.

(i) Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration entitled in exchange for those goods or services.

Revenue from contracts with customers includes sale of goods and services. Revenue from rendering of services includes advertisement revenue, subscription revenue, revenue from sale of contents, facility and equipment rental, program revenue, revenue from sponsorship of events and revenue from media related professional and consultancy services. Revenue from rendering of services is recognised over time where the Company satisfies the performance obligation over time or point in time where the Company satisfies the performance obligation at a point in time.

Generally, control is transferred upon shipment of goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the Company has not retained any significant risks of ownership or future obligations with respect to the goods shipped.

Revenue is measured at the amount of consideration which the Company expects to be entitled to in exchange for transferring distinct goods or services to a customer as specified in the contract, net of returns and allowances, trade discounts and volume rebates and excluding amounts collected on behalf of third parties (for example taxes and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and the receivable is recognised when it becomes unconditional.

Contract balances

Trade receivables represents the Company''s right to an amount of consideration that is unconditional. Revenues in excess of invoicing are considered as contract assets and disclosed as accrued revenue.

I nvoicing in excess of revenues are considered as contract liabilities and disclosed as unearned revenues. When a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised and disclosed as advances from customers.

Contract liabilities are recognised as revenue when the Company performs under the contract.

Interest income

Interest Income from Financial Assets is recognised using effective interest rate method.

Dividend income

Dividend Income is recognised when the Company''s right to receive the amount has been established.

(j) Financial instruments

A. Initial recognition and measurement

(i) Financial Assets and Financial Liabilities

All financial assets and liabilities are initially recognised and measured at fair value and in case of borrowings, net of directly attributable cost. Purchase and Sale of Financial Assets and Financial Liabilities are recognised using trade date accounting.

B. Subsequent measurement:

(i) Financial Assets

a) Measured at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The effective interest rate amortisation is included in other income in the Statement of Profit and Loss.

b) Financial assets measured at fair value through other comprehensive income (FVTOCI)

A financial asset is measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

c) Financial assets measured at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are measured at fair value through profit or loss.

C. Investment in subsidiaries, associates and joint ventures

The Company accounts for its investments in subsidiaries, associates and joint venture at cost less impairment loss (if any).

D. Other Equity investments:

All Other equity investments are measured at fair value, with value changes recognised in the Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in ''Other Comprehensive Income'' However, dividend on such equity investments are recognised in the Statement of Profit and loss when the Company''s right to receive the amount is established.

E. Impairment of financial assets

The Company uses ''Expected Credit Loss'' (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

a) The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

b) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

For trade receivables, the Company applies ''simplified approach'' which requires expected lifetime losses to be recognised from initial recognition of the receivables. Further, the Company uses historical default rates to determine impairment loss on the portfolio of the trade receivables. At every reporting date, these historical default rates are reviewed and changes in the forward looking estimates are analysed.

For other assets, the Company uses 12 months ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime.

(ii) Financial Liabilities

Financial liabilities are subsequently carried at amotised cost using the effective interest method other than those measured at Fair Value through Profit or Loss (FVTPL). For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts are determined to approximate fair value due to the short maturity of these instruments.

(iii) Derivative financial instruments

The Company uses derivative financial instruments such as forwards, currency swaps and options to mitigate the risk of changes in exchange rates. Any gains or losses arising from changes in the fair value of derivatives are taken to the Statement of Profit and Loss.

(k) Cash and cash equivalents

Cash and cash equivalents comprise of cash on hand, cash at banks, short-term deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

J CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

(a) Depreciation/ Amortisation and useful lives of Property, Plant and Equipment and Other Intangible Assets

Estimates are involved in determining the cost attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by the management.Property, Plant and Equipment/ Other Intangible

assets are depreciated/ amortised over their estimated useful lives, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation/ amortisation to be recorded during any reporting period. The useful lives and residual values are based on the Company''s historical experience with similar assets and take into account anticipated technological changes. The depreciation/ amortisation for future periods is adjusted if there are significant changes from previous estimates.

(b) Determining the lease term

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. It considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination.

(c) Recoverability of trade receivables

Judgements are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.

(d) Provisions

The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

(e) Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. Goodwill is allocated to cash -generating units (''CGU'') for the purposes of impairment testing. A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or CGU''s fair value less costs of disposal and its value in use; considering recent transaction or independent valuer''s report. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

I n determining fair value less costs of disposal, recent market transaction are taken into account, if no such transactions can be identified, an appropriate valuation model is used. The recoverable amount of CGU has been determined based on revenue multiples.

(f) Impairment of financial assets

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

(g) Defined benefit plans

The employment benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost/ income include the discount rate, salary escalation and mortality assumptions. Any changes in these assumptions will impact upon the carrying amount of employment benefit obligations.

(h) Deferred tax

Deferred income tax assets are reassessed at each reporting period and are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. The Company uses judgement to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits and business developments.

(i) Fair value measurement

For estimates relating to fair value of financial instruments refer Note 41.

41.2 FINANCIAL RISK MANAGEMENT

(a) CREDIT RISK

Customers credit risk is managed by each business team subject to the Company''s established policy, procedures and control relating to customers credit risk management. Outstanding customers receivables are regularly monitored.

(b) LIQUIDITY RISK

The Company''s liquidity is managed by forecasting the cash and liquidity requirements. Treasury arranges to either fund the net deficit or invest the net surplus in the market.

42.2 The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels:

Level 1: Inputs are Quoted prices (unadjusted) in active markets or Net Assets Value (NAV) for identical assets or liabilities. Level 2: Inputs are other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

42.3 Valuation Methodology

All financial instruments are initially recognised and subsequently re-measured at fair value as described below: a) The fair value of investment in quoted Equity Shares and Mutual Funds is measured at quoted price or Net Assets Value (NAV).

45 IMPAIRMENT TESTING OF GOODWILL

Goodwill acquired through business combinations with indefinite useful lives has been allocated to cash generating units (''ecu'') related to "Media Operations" which is also an operating and reportable segment for impairment testing. The carrying amount of Goodwill as at 31^st March, 2024 is ? 1,16,834 lakh (Previous year ? 29,100 lakh), the increase therein being pursuant to the Composite Scheme of Arrangement of the Company''s subsidiaries, namely, TV18 Broadcast Limited and e-Eighteen.Com Limited ("transferor Companies") into the Company with appointed date being 1^st April, 2023 (Refer note 46).

The Company performed its annual impairment test for year ended 31^st March, 2024. The recoverable amount of CGU has been determined based on revenue multiples. The Level of the fair value hierarchy is Level 3. The management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

46 The National Company Law Tribunal, Mumbai Bench, has approved the Composite Scheme of Arrangement ("the Scheme") for the amalgamation of the Company''s subsidiaries, namely, TV18 Broadcast Limited ("TV18") and e-Eighteen.Com Limited ("E18") (together referred to as "amalgamating Companies") into the Company with appointed date being 1^st April, 2023. The Scheme has become effective on 3^rd October, 2024. The stipulations contained in the Scheme have been given effect to as under:

The amalgamation has been accounted in accordance with Appendix C of Ind AS 103 ''Business Combinations'' and the above said Scheme. The assets aggregating ? 442,456 lakh, liabilities aggregating ? 116,777 lakh, reserves aggregating ? 83,023 lakh, rights and obligations of the amalgamating Companies have been transferred to and vested with the Company with effect from 1^st April 2023 and have been recorded at their respective book value, under the ''pooling of interests'' method.

49,50,51,499 equity shares of face value ? 5 each fully paid up are to be issued to the equity shareholders of the amalgamating Companies whose names are registered in the register of members on the record date, without payment being received in cash. Pending allotment, the face value of such shares has been shown as "Equity Share Suspense".

8,77,198,625 Equity shares of TV18 Broadcast Limited and 49,65,596 Equity shares of e-Eighteen.Com Limited, have been cancelled pursuant to the Scheme (Refer note 5).

Excess of net assets taken over by the Company over the paid up value of Equity Shares to be issued as stated above and after writing off investment in, loan including interest accrued thereon given to Greycells18 Media Limited (Refer note 5 and 37), as approved by the board of directors of the Company, aggregating ?43,774 lakh has been debited to Capital Reserves on Amalgamation. Entire negative balance of retained earnings of the Company as on 31^st March 2024 has been adjusted against the balance in the securities premium account as on the said date.

From the effective date the authorised share capital will stand increased to ? 4,17,352 lakh consisting of 700,00,00,000 Equity Shares of ? 5 each and 67,35,20,000 Preference Shares of ? 10 each.

47 OTHER STATUTORY INFORMATION

(a) There are no balances outstanding as on 31^st March, 2024 and 31^st March, 2023 on account of any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(b) The Company does not have any Capital Work-In-Progress, whose completion is overdue or has exceeded its cost compared to its original plan.

(c) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(i) 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

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

48 Previous year''s figures have been not been restated for giving effect to the Scheme as the appointed date is 1^st April 2023 and accordingly Previous year''s figures are not comparable to the current year''s figures. However, Opening balances of amalgamating companies have been considered, while calculating current year''s Cash flows and Ratios.

49 The financial statements were approved for issue by the Board of Directors on 12^th October, 2024.

As per our Report of even date

For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors

Chartered Accountants Network18 Media & Investments Limited

Pallavi A. Gorakshakar Adil Zainulbhai Dhruv Subodh Kaji Renuka Ramnath

Partner Chairman Director Director

DIN 06646490 DIN 00192559 DIN 00147182

P.M.S. Prasad Jyoti Deshpande Rahul Joshi

Director Director Managing Director

DIN 00012144 DIN 02303283 DIN 07389787

Ramesh Kumar Damani

Date: 12^th October, 2024 Group Chief Financial Officer

Mar 31, 2023

IALM - Indian Assured Lives Mortality.

The discount rate is based on the prevailing market yields of Government of India bonds as at the Balance Sheet date for the estimated term of the obligations.

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

vii) These Plans typically expose the Company to actuarial risks such as: Interest Risk, Longevity Risk and Salary Risk. Interest Risk - A decrease in the discount rate will increase the plan liability.

Longevity Risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. An increase in the life expectancy of the plan participants will increase the plan''s liability.

Salary Risk - The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

('' in lakh)
	As at As at 31^s* March, 2023 31^st March, 2022
37 CONTINGENT LIABILITIES AND COMMITMENTS i CONTINGENT LIABILITIES Claim against the Company/ disputed liabilities not acknowledged as debt * Income Tax Stamp Duty ii COMMITMENTS Estimated amount of contracts remaining to be executed on capital account and not provided for.


	518 518
	3,077 3,077

	169 -
* Future Cash Flows in respect of above matters are determinable only on receipt of judgements/ decisions pending at various forums/ authorities. The Company has been advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

40 CAPITAL AND FINANCIAL RISK MANAGEMENT40.1 CAPITAL MANAGEMENT

The Capital Structure of the Company consists of Debt, Cash and Cash equivalent and Equity.

40.2 FINANCIAL RISK MANAGEMENT

i CREDIT RISK

ii LIQUIDITY RISK

The Company''s liquidity is managed by forecasting the cash and liquidity requirements. Treasury arranges to either fund the net deficit or invest the net surplus in the market.

iii MARKET RISKa FOREIGN EXCHANGE EXPOSURE/ CURRENCY RISK

SENSITIVITY ANALYSIS:

1% appreciation/ depreciation of the respective foreign currencies with respect to the functional currency of the Company would result in a decrease/ increase in the Company''s loss before tax by ? 2 lakh for the year ended 31^stMarch, 2023 and by ? 7 lakh for the year ended 31^st March, 2022.

1% appreciation/ depreciation in the interest rate on floating rate borrowing included above would result in an increase/ decrease in the Company''s Loss Before Tax by ? 274 lakh for the year ended 31^st March, 2023 and by ? 68 lakh for the year ended 31^st March, 2022.

41 IMPAIRMENT TESTING OF GOODWILL

Goodwill acquired through business combinations with indefinite useful lives has been allocated to cash generating units (''CGU") related to ""Media Operations"" which is also an operating and reportable segment for impairment testing. The carrying amount of Goodwill as at 31^st March, 2023 is ? 29,100 lakh (Previous year ? 29,100 lakh).

The Company performed its annual impairment test for year ended 31^st March, 2023. The recoverable amount of CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a 5-year period and independent valuation report. The pre-tax discount rate applied to cash flow projections for impairment testing during the current year is 15% and cash flows beyond the 5-year period are extrapolated using a 5% terminal growth rate.

The Level of the fair value hierarchy is Level 3. The management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

42.2 The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels:

Level 1: Inputs are Quoted prices (unadjusted) in active markets or Net Assets Value (NAV) for identical assets or liabilities.

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

42.3 Valuation Methodology

All financial instruments are initially recognised and subsequently re-measured at fair value as described below:

a. The fair value of investment in quoted Equity Shares and Mutual Funds is measured at quoted price or Net Asset Value (NAV), as applicable.

45 Details of Loan given, Investment made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013

(a) Loan given by the Company to body corporate as at 31^st March, 2023. (Refer Note 6 and 14)

(b) Investment made by the Company as at 31^st March, 2023. (Refer Note 5)

46 The Company operates in a single reportable operating segment ''Media Operations''. Hence there are no separate reportable segments in accordance with Ind AS 108 ''Operating Segments''. Since the Company''s operations are primarily in India, it has determined single geographical segment. Two customers represents more than 10% of the Company''s total revenue during the year and One customer for previous year.

47 There are no balance outstanding as on 31^st March, 2023 and 31^st March, 2022 on account of any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,1956.

48 OTHER STATUTORY INFORMATION

(a) The Company does not have any Capital Work-In-Progress, whose completion is overdue or has exceeded its cost compared to its original plan.

(b) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(c) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) 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

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(d) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

49 Previous year''s figures have been regrouped wherever necessary to make them comparable to current year''s figures.

50 The financial statements were approved for issue by the Board of Directors on 17^th April, 2023.

Mar 31, 2022

) CAPITAL AND FINANCIAL RISK MANAGEMENT40.1 CAPITAL MANAGEMENT

The Capital Structure of the Company consists of Debt, Cash and Cash equivalent and Equity.

40.2 FINANCIAL RISK MANAGEMENT

i CREDIT RISK

ii LIQUIDITY RISK

The Company''s liquidity is managed by forecasting the cash and liquidity requirements. Treasury arranges to either fund the net deficit or invest the net surplus in the market.

iii MARKET RISK

a FOREIGN EXCHANGE EXPOSURE/ CURRENCY RISK

SENSITIVITY ANALYSIS:

1% appreciation/ depreciation of the respective foreign currencies with respect to the functional currency of the Company would result in a decrease/ increase in the Company''s loss before tax by '' 7 lakh for the year ended 31^st March, 2022 and by '' 3 lakh for the year ended 31^st March, 2021.

b INTEREST RATE RISK

The Company''s exposure to the risk of changes in market interest rate relates to floating rate debt obligations.

SENSITIVITY ANALYSIS:

1% appreciation/ depreciation in the interest rate on floating rate borrowing included above would result in an increase/ decrease in the Company''s Loss Before Tax by '' 68 lakh for the year ended 31^st March, 2022 and by '' 134 lakh for the year ended 31^st March, 2021.

41 IMPAIRMENT TESTING OF GOODWILL

Goodwill acquired through business combinations with indefinite useful lives has been allocated to cash generating units (''CGU'') related to "Media Operations" which is also an operating and reportable segment for impairment testing. The carrying amount of Goodwill as at 31^st March, 2022 is '' 29,100 lakh (Previous year '' 29,100 lakh).

The Company performed its annual impairment test for year ended 31^st March, 2022. The recoverable amount of CGU has been determined based on a fair value using market approach considering revenue multiples of comparable companies being key assumption based on published information and management assessment.

42.2 The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels:

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

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

42.3 Valuation Methodology

All financial instruments are initially recognised and subsequently re-measured at fair value as described below:

a. The fair value of investment in quoted Equity Shares and Mutual Funds is measured at quoted price or Net Asset Value (NAV), as applicable.

43 DERIVATIVE CONTRACTS

Note

$$ Capital employed includes Equity, Borrowings, Creditor for Capital Expenditure and reduced by Investments and Cash and Cash Equivalents.

45 Details of Loan given, Investment made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013

(a) Loan given by the Company to body corporate as at 31^st March, 2022. (Refer Note 6 and 14)

(b) Investment made by the Company as at 31^st March, 2022. (Refer Note 5)

46 The Company operates in a single reportable operating segment ''Media Operations''. Hence there are no separate reportable segments in accordance with Ind AS 108 ''Operating Segments'' Since the Company''s operations are primarily in India, it has determined single geographical segment. One customers represents more than 10% of the Company''s total revenue during the year as well as previous year.

47 There are no balance outstanding as on 31^st March, 2022 on account of any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,1956.

48 OTHER STATUTORY INFORMATION

(a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) 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

(ii) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

49 Previous year''s figures have been regrouped wherever necessary to make them comparable to current year''s figures.

50 The financial statements were approved for issue by the Board of Directors on 3^rd May, 2022.

Mar 31, 2021

41 CAPITAL AND FINANCIAL RISK MANAGEMENT41.1 CAPITAL MANAGEMENT

The Capital Structure of the Company consists of Debt, Cash and Cash equivalent and Equity.

41.2 FINANCIAL RISK MANAGEMENT

i CREDIT RISK

Customer credit risk is managed by each business team subject to the Company''s established policy, procedures and control relating to customer credit risk management. Outstanding customers receivables are regularly monitored. An impairment analysis is performed at each reporting date for major customers. Receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company evaluates the concentration of risk with respect to receivables as low.

ii LIQUIDITY RISK

The Company''s liquidity is managed by forecasting the cash and liquidity requirements. Treasury arranges to either fund the net deficit or invest the net surplus in the market.

iii MARKET RISKa FOREIGN EXCHANGE EXPOSURE/ CURRENCY RISK

SENSITIVITY ANALYSIS:

1% appreciation/depreciation ofthe respectiveforeign currencies with respect to the functional currency ofthe Company would result in a decrease/ increase in the Company''s loss before tax by '' 3 lakh for the year ended 31^st March, 2021 and by '' 3 lakh for the year ended 31^st March, 2020.

b INTEREST RATE RISK

The Company''s exposure to the risk of changes in market interest rate relates to floating rate debt obligations.

SENSITIVITY ANALYSIS:

1% appreciation/ depreciation in the interest rate on floating rate borrowing included above would result in an increase/ decrease in the Company''s Loss Before Tax by '' 134 lakh for the year ended 31^st March, 2021 and by negligible for the year ended 31^st March, 2020.

42 IMPAIRMENT TESTING OF GOODWILL:

Goodwill acquired through business combinations with indefinite useful lives has been allocated to cash generating units (''CGU'') related to "Media Operations" which is also an operating and reportable segment for impairment testing. The carrying amount of Goodwill as at 31^st March, 2021 is '' 29,100 lakh (Previous year '' 29,100 lakh).

The Company performed its annual impairment test for year ended 31^st March, 2021. The recoverable amount of CGU has been determined based on a fair value using market approach considering: (i) revenue multiples of comparable companies being key assumption based on published information and management assessment; and (ii) offer price along with other indicators of fair values which based on management assessment reflects market participant assumptions.

43.2 The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels:

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

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

43.3 Valuation Methodology

All financial instruments are initially recognised and subsequently re-measured at fair value as described below:

a. The fair value of investment in quoted Equity Shares and Mutual Funds is measured at quoted price or Net Asset Value (NAV), as applicable.

44 DERIVATIVE CONTRACTS

45 Details of Loan given, Investment made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013

(a) Loan given by the Company to body corporate as at 31^st March, 2021. (Refer Note 6 and 15)

(b) Investment made by the Company as at 31^st March, 2021. (Refer Note 5)

46 The Company operates in a single reportable operating segment''Media Operations''. Hence there are no separate reportable segments in accordance with Ind AS 108 ''Operating Segments'' Since the Company''s operations are primarily in India, it has determined single geographical segment. One customer represents more than 10% of the Company''s total revenue during the year as well as previous year.

47 Previous year''s figures have been regrouped wherever necessary to make them comparable to current year''s figures.

48 The standalone financial statements were approved for issue by the Board of Directors on 20^th April, 2021.

Mar 31, 2018

ii. Amendment to Existing issued Ind AS

The MCA has also carried out amendments following accounting standards. These are:

a Ind AS 21 - The Effects of Changes in Foreign Exchange Rates

b Ind AS 40 - Investment Property c Ind AS 12 - Income Taxes

d Ind AS 28 - Investments in Associates and Joint Ventures and

e Ind AS 112 - Disclosure of Interests in Other Entities

Application of above standards are not expected to have any significant impact on the Company''s financial statements.

ii) Unsecured overdraft/ Cash Credit/ WCDL from a Bank is payable on demand

iii) The above bank loans carry an interest rate reference to the respective bank''s marginal cost of lending rate (''MCLR'') and mutually agreed spread.

iv) All commercial papers are repayable within a year

v) Loans from related parties repayable within a year

(*includes interest accrued and due amounting to Nil (previous year '' 1,732 lakh).

Based on the information available with the Company, the balance due to Micro & Small Enterprises as defined under the Micro, Small and Medium enterprises Development (MSMED) Act, 2006 is '' 4 lakh (Previous year '' 0.49 lakh) under the terms of the MSMED Act, 2006. Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information provided by the parties.

23.1 During the year ended 31 March, 2011, Roptonal Limited, Cyprus (''Roptonal'') a subsidiary of the Company''s then jointly controlled entity, Viacom18 Media Private Limited made a public offer for purchase of entire issued capital of The Indian Film Company Limited, Guernsey (''TIFC''). The Company and its subsidiary, Network18 Holdings Limited, Mauritius (''Network18 Holdings''), in their capacity as shareholders in TIFC accepted the public offer. Further, pursuant to an agreement between Roptonal and Network18 Holdings, Network18 Holdings has agreed to indemnify Roptonal against the amount, if any, by which the net cash generated by TIFC from its existing film library in respect of the period from the date on which the aforementioned public offer becomes unconditional up to 21st July, 2014 is less than the net asset value of the film library as per the TIFC''s therein mentioned accounts for the year ended 31st March, 2010.

Network18 Holdings has also agreed to indemnify Roptonal against certain Indian tax liabilities that may potentially arise in TIFC or Roptonal in respect of certain withholding tax recoveries stated in TIFC''s financial statements and other taxes relating to the sale of Network18 Holding''s shares in TIFC. The aforementioned agreement further provided that if Network18 Holding does not undertake the indemnity obligations agreed in the agreement, the indemnity shall be provided by the Company.

During the previous years, based on the assessment of estimated cash flow of the indemnified assets, the Company has estimated the liability as '' 21,726 lakh.

27.1 Defined contribution plans

The Company makes Provident Fund, Pension Fund and Employee State Insurance scheme contributions to the relevant authorities, which are defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

27.2 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 compensated absences is recognized in the same manner as gratuity.

IALM - Indian Assured Lives Mortality

The discount rate is based on the prevailing market yields of Government of India Bonds as at the Balance Sheet date for the estimated terms of the obligations.

These plans typically expose the Company to actuarial risks such as: interest risk, longevity risk and salary risk.

(A) Interest risk - A decrease in the discount rate will increase the plan liability.

(B) Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.

(C) Salary risk - The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.

The operating leases mainly relates to office premises with lease terms of between 2 to 10 years. Most of the operating lease contract contains market review clauses for rate escalation.

Note 361 Foreign exchange exposure/ currency risk

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to firm commitments and forecasted transactions.

Note 371 Capital and Financial Risk Management

37.1 Capital Management

The Company manages its capital to ensure that it will continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Company monitors Capital using a gearing ratio.

The capital structure of the Company consists of debt, cash and cash equivalent and equity.

37.2 Financial Risk Management

The Company''s activities exposes it mainly to credit risk and liquidity risk, The finance team identifies and evaluates financial risk in close coordination with the Company''s business teams.

(a) Credit risk

Customer credit risk is managed by each business team subject to the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customers receivables are regularly monitored.

(b) Liquidity Risk

The Company closely monitors its risk of shortage of funds. The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of commercial papers and cash credit/ overdrafts from banks. The Company assessed the concentration of risk with respect to its debt as low. As at reporting date, all financial liabilities of the Company are short term. Further, the Company believes that carrying value of all of its financial liabilities including debt approximates its fair value.

*Excludes financial assets measured at cost (Refer Note 2.1)

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three levels:

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

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

Note 39 The Scheme for Merger by Absorption (the ''Scheme'') for merger of Digita118 Media Limited, Capita118 Fincap Private Limited, RVT Finhold Private Limited, RRK Finhold Private Limited, RRB Investments Private Limited, Setpro18 Distribution Limited, Reed Infomedia India Private Limited, Web18 Software Services Limited, Television Eighteen Media and Investments Limited, Television Eighteen Mauritius Limited, Web18 Holdings Limited, E18 Limited and Network18 Holdings Limited in to the Company with appointed date as 1st April, 2016, has been filed with National Company Law Tribunal, Mumbai Bench, for approval. The Company has decided to continue Colosceum Media Private Limited, a wholly owned subsidiary of the Company, as a seperate entity and has filed the Scheme accordingly. Upon receipt of approval, the Scheme shall be given effect to in the financial statements of the Company.

Note 40 The Company has transferred Burrp undertaking as a going concern on slump sale basis with effect from 1st July, 2017 by way of a Business Transfer Agreement with Foodfesta Wellcare Private Limited (a subsidiary of Big Tree Entertainment Private Limited ("Big Tree"). Big Tree is an associate of the Company.

Note 41 TV18 Home Shopping Network Limited (Homeshop18) acquired Shop CJ Network Private Limited. Homeshop18 ceased to be subsidiary of the Company and became an associate w.e.f 15th February, 2018.

Note 42 Segment Reporting:

The Company is engaged in only one segment i.e. ""Media Operations"" and hence there is no separate reportable segment as per Ind AS 108 ''Operating Segments''. Since the Company''s operations are primarily in India, it has determined single geographical segment.

One customer represents more than 10% of Company''s total revenue during the current year as well as previous year.

Note 43 Previous year''s figures have been re-grouped wherever necessary to make them comparable to current year''s figures.

Note 44 The financial statements were approved for issue by the Board of Directors on 24th April 2018.

Mar 31, 2017

Note 1 (a) and (b) (related party note) also suffice the requirements of schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3 Victor Fernandes and others (''plaintiffs'') had filed a derivative action suit before the Bombay High Court against Raghav Bahl, TV18 and other TV18 group entities alleging that all business opportunities undertaken by the Network18 Group should be routed through e-Eighteen.com Limited. The plaintiffs have valued their claim in the suit at Rs, 3,11,406.00 Lakh. The suit is currently pending. Victor Fernandes has also filed an appeal before the Hon''ble Supreme court against an order of Securities Appellate Tribunal regarding grant of listing approval by NSE for the rights issue.

Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to succeed and has accordingly made no provisions for the same in the financial statements.

2. Obligation on Long Term, Non-Cancellable Operating Leases

The Company has taken various office premises under operating lease agreements. The total lease term of these leases ranges between 3 to 9 years and they are renewable by mutual consent. There are no sub leases or restrictions imposed by lease arrangements. There are certain lease agreements with escalation clauses during the initial lease term. Lease payments during the period recognized in the statement of profit and loss amount to Rs, 795.50 Lakh (previous year Rs, 780.31 Lakh).

3. Deferred Tax

In the absence of reasonable certainty, the Company has not recognized the deferred tax assets (net) amounting to Rs, 33,509.37 lakh (Previous year Rs, 29,150.74 lakh and as on 1st April, 2015 Rs, 25,921.60 lakh) arising out of tangible and intangible assets, financials assets, unabsorbed depreciation, brought forward tax losses and other items. The same shall be reassessed at subsequent balance sheet date.

There are no transactions of loans and advances to subsidiaries, associate firms/ companies in which directors are interested other than as disclosed above. The above loans and advances have been given for business purposes/ corporate general purposes.

The aforesaid loanee company has not made any investment in the shares of the Company.

(a) Certain Financial Assets including investments have been recorded at fair value as at 1st April, 2015 with the resultant gain/ loss in the Reserves. For subsequent measurements these assets have been valued at amortized cost using effective interest rate/ Fair Value through Profit and Loss account (FVTPL)/ Fair Value through Other Comprehensive Income (FVTOCI) as applicable.

(b) Re-measurement of the defined benefit plans are recognized in Other Comprehensive Income in accordance with Ind AS.

4. Capital and Financial Risk Management

5. Capital Management

The capital structure of the Company consists of debt, cash and cash equivalent and equity.

6. Financial Risk Management

The Company''s activities expose it mainly to credit risk and liquidity risk. The treasury team identifies and evaluates financial risk in close coordination with the Company''s business teams. 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.

(a) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customers contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities and other financial instruments.

An impairment analysis is performed at each reporting date for major clients. In addition, large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company evaluates the concentration of risk with respect to trade receivables as low.

(b) Liquidity risk

The Company closely monitors its risk of shortage of funds.The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of Term loans, Commercial papers and Cash credit/ overdrafts from banks. The Company assessed the concentration of risk with respect to its debt as low. As at reporting date, except vehicle loan, the Company does not have any term loans and all other financial liabilities of the Company are short term. Further, the Company believes that carrying value of all of its financial liabilities including debt approximates its fair value.

7. Gross amount applicable to be spent by the Company during the year is NIL (previous year NIL).

8. The Company has foreign currency receivables aggregating to Rs, 81.01 Lakh (previous year Rs, 516.30 Lakh and as at 01st April, 2015 is Rs, 523.82 Lakh) which are outstanding for more than nine months and foreign currency payables aggregating to Rs, 0.38 Lakh (previous year Rs, 24.67 Lakh and as at 01st April, 2015 is Rs, 33.05 Lakh ) which are outstanding for more than six months. The Company is in the process of dealing with the statutory implications of these delays and the management is of the view that the same would not have a material impact on these financial statements

9. The Board of Directors at its Meeting held on 14th January, 2017, has approved amalgamation of wholly owned subsidiaries namely Television Eighteen Media and Investments Limited, Television Eighteen Mauritius Limited, Web18 Holdings Limited, E-18 Limited, Web18 Software Services Limited, Capital18 Fincap Private Limited, RVT Finhold Private Limited, Colosceum Media Private Limited, RRK Finhold Private Limited, RRB Investments Private Limited, Setpro18 Distribution Limited, Reed Infomedia India Private Limited, Digital18 Media Limited and Network18 Holdings Limited into the Company, with appointed date as 1st April, 2016, subject to necessary approvals.

10. Details of loans given, investments made and guarantees given covered u/s 186(4) of the Companies Act.

Loans and guarantees given and Investments made, are given under respective heads. Loans and guarantees given are for business purpose/ corporate general purpose..

11. As per Accounting Standard (AS) 108 on ""Segment Reporting"", segment information has been provided under the Notes to Consolidated Financial Statements.

Mar 31, 2016

1. Obligation on long term, non-cancellable operating leases

The Company has taken various office premises under operating lease agreements. The lease term of these leases ranges between 1 to 5 years and they are renewable by mutual consent. There are no sub leases or restrictions imposed by lease arrangements. There are certain lease agreements with escalation clauses during the initial lease term. Lease payments during the period recognized in the Statement of Profit and Loss amount to Rs, 773.83 lakhs (previous year Rs, 699.33 lakhs).

The Company has issued letters of financial support to certain subsidiary companies - TV18 Home Shopping Network Limited, Web18 Software Services Limited and Info media Press Limited.

Claims against the Company not acknowledged as debts

Demand for stamp duty on transfer of property - Rs, 3,463.96 lakhs (previous year Rs, 86.77 lakhs).

Contingent payments under agreements for sale of subsidiaries - Rs, 169.93 lakhs (previous year Rs, 169.93 lakhs).

Other litigations

Victor Fernandes and others (âplaintiffsâ) had filed a derivative action suit before the Bombay High Court against Raghav Bahl, TV18 and other TV18 group entities alleging that all business opportunities undertaken by the Network18 Group should be routed through e-Eighteen.com Limited. The plaintiffs have valued their claim in the suit at Rs, 3,11,406.00 lakhs. The suit is currently pending. Victor Fernandes has also filed an appeal before the Hon''ble Supreme Court against an order of Securities Appellate Tribunal regarding grant of listing approval by NSE for the rights issue.

a. The Companyâs Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (âSEBI Guidelines'') which have been approved by the Board of Directors and the Shareholders are listed below. Schemes listed at serial (i) to (iv) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement.

i) The Network18 Employees Stock Option Plan 2004 (ESOP 2004)

ii) The Network18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004)

iii) The Network18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005)

iv) The Network18 Employees Stock Option Plan 2007 (ESOP 2007)

The Company has adopted the intrinsic value method as promoted by the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Guidance Note on Accounting for Employee Share Based Payment issued by the Institute of Chartered Accountants of India for measuring the cost of the options granted.

The aforesaid loanee company has not made any investment in the shares of the Company.

2. Barter transactions

The Company enters into barter transactions, which are recorded at the fair value of consideration receivable or payable. The statement of profit and loss for the year 31 March 2016 reflects revenue from barter transactions of'' nil (previous year Rs, 43.80 lakhs) and expenditure of Rs, nil (previous year Rs, 43.80 lakhs) being the fair value of barter transactions provided and received.

3. The Company has foreign currency receivables aggregating to Rs, 516.30 lakhs (previous year Rs, 523.82 lakhs) which are outstanding for more than nine months and foreign currency payables aggregating to Rs, 24.67 lakhs (previous year Rs, 33.05 lakhs) which are outstanding for more than six months. The Company is in the process of dealing with the statutory implications of these delays and the management is of the view that the same would not have a material impact on these financial statements.

The Company has unabsorbed depreciation and brought forward losses under the Income-tax Act, 1961. In the absence of virtual certainty of having sufficient taxable income against which deferred tax assets can be realised, no deferred tax assets has been recognized in the balance sheet.

4. Details of loans given, investments made and guarantees given covered u/s 186(4) of the Act.

Loans and corporate guarantees given and Investments made, are given under respective heads.

5. As per Accounting Standard (AS) 17 on âSegment Reportingâ, segment information has been provided under the Notes to Consolidated Financial Statements.

6. Previous year figures have been regrouped, wherever necessary, to confirm to current year presentation

Mar 31, 2015

1. Contingent liabilities and other commitments Rs. In lakhs

Particulars As at 31 March As at 31 March 2015 2014

Capital commitments 185.41 250.71

Corporate guarantees given in connection with borrowings of subsidiaries

TV18 Broadcast Limited (Formerly ibn18 Broadcast Limited) 986.00 2,322.00

TV18 Home Shopping Network Limited 7,833.06 3,524.31

Total 8,819.06 5,846.31

The Company has issued letters of financial support to certain subsidiary companies Â TV18 Home Shopping Network Limited, Moneycontrol.com India Limited, Web18 Software services Limited and Infomedia Press Limited.

Claims against the company not acknowledged as debts

Demand for stamp duty on transfer of property Rs. 86.77 lakhs (previous year Rs. 86.77 lakhs) Contingent payments under agreements for sale of subsidiaries- Rs. 169.93 Lakhs (previous year Rs. 169.93 lakhs)

Other litigations

Victor Fernandes and others ('plaintiffs') had filed a derivative action suit before the Bombay High Court against Raghav Bahl, TV18 and other TV18 group entities alleging that all business opportunities undertaken by the Network18 Group should be routed through e-Eighteen.com Limited. The plaintiffs have valued their claim in the suit at Rs. 311,406.00 lakhs. The suit is currently pending. Victor Fernandes has also filed an appeal before the Supreme court against an order of Securities Appellate Tribunal regarding grant of listing approval by NSE for the rights issue.

2. Employee Stock Option Plans

a. The Company's Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('SEBI Guidelines') which have been approved by the Board of Directors and the Shareholders are listed below. Schemes listed at serial (i) to (iv) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement.

i) The Network18 Employees Stock Option Plan 2004 (ESOP 2004)

ii) The Network18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004)

iii) The Network18 Employees Stock Option Plan 2005 (ESOP 2005)

iv) The Network18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005)

v) The Network18 Employees Stock Option Plan C 2007 (ESOP C 2007)

vi) The Network18 Employees Stock Option Plan 2007 (ESOP 2007)

3. Due to Micro, Small and Medium enterprises

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at year ended 31 March 2015 has been made in the financial statements based on information received and available with the Company. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMEDA is not expected to be material.

4. Barter transactions

The Company enters into barter transactions, which are recorded at the fair value of consideration receivable or payable. The statement of profit and loss for the year 31 March 2015 reflects revenue from barter transactions of Rs. 43.80 lakhs (for the year ended 31 March 2014 Rs. 167.82 lakhs) and expenditure of Rs. 43.80 lakhs (for the year ended 31 March 2014 Rs. 167.82 lakhs) being the fair value of barter transactions provided and received

5. The Company has foreign currency receivables aggregating to Rs. 523.82 lakhs (previous year Rs.546.90 lakhs which are outstanding for more than nine months and foreign currency payables aggregating to Rs.33.05 lakhs (previous year Rs. 20.48 lakhs) which are outstanding for more than six months. The Company is in the process of dealing with the statutory implications of these delays. As the aforementioned is currently not ascertainable, the same shall be provided at the earliest practicable.

6. Continuing and discontinuing operations

Pursuant to the business transfer agreement dated 27 February 2013 the Yellow Pages and AskMe business undertakings, forming part of the 'Publishing' segment of the Company, have been disposed off to GetitInfoservices Private Limited. The following statement shows the revenue and expenses of continuing and discontinuing operations:

7. The Company is in the process of addressing the matters specified in Circular No. CIR/CFD/DIL/E/2013 dated 17 January, 2013 read together with Circular No. CIR/CFD/DIL/7/2013 dated May 13, 2013 and Circular No. CIR/CFD/POLICYCELL/14/ 2013 dated November 29, 2013 issued by the Securities and Exchange Board of India in respect of certain shares held by Network18 Group Senior Professional Welfare Trust.

8. As per Accounting Standard (AS) 17 on "Segment Reporting", segment information has been provided under the Notes to Consolidated Financial Statements.

9. Previous year figures have been regrouped, wherever necessary, to confirm to current year presentation.

Mar 31, 2014

1. Description of the rights, preferences and restrictions attached to each class of shares

Equity shares : The Company has only one class of equity shares having a face value of Rs. 5 per share. All the existing equity shares rank pari passu in all respects including but not limited to entitlement for dividend, bonus issue and rights issue. These equity shares are listed on the National Stock Exchange of India and the Bombay Stock Exchange Limited.

Preference shares : The preference shareholders were, subject to profitability and at the discretion of the Board of Directors, entitled to a cumulative annual dividend @ 5%. These preference shares carried preferential right in respect of dividends and also carried preferential right in regard to repayment of capital in case of winding up.

2. Shares reserved for issue under options and other commitments

As on 31 March 2014, 708,841 (1,182,712) Employees Stock Options were outstanding under the Employee Stock Option Plans of the Company. Each option would entitle the holder thereof to subscribe to one Equity Share of Rs. 5 each in the Company

3. Share forfeited

In the financial year 2009-10, 12,072 Partly Convertible Cumulative Redeemable Preference shares on which call money was unpaid were forfeited.

Note:

During the year 31 March 2013 based on accounting prescribed in the Infomedia scheme referred to in Note 1.2, the Company has fair valued its investment in Infomedia Press Limited (formerly Infomedia18 Limited) and debited Rs. 265,434,977 the resultant impact to the Securities Premium Account, which otherwise as per Accounting Standards would have been debited to the Statement of Profit and Loss. If the said amount would have been debited to the Statement of Profit and Loss instead of debiting the Securities premium account, the loss before tax for the year ended 31 March 2013 would have increased from Rs. 299,090,054 to Rs 564,525,031 representing a 89% increase and the balance in Securities Premium Account would have increased from Rs. 33,291,908,045 to Rs. 33,557,343,022 representing a 1% increase.

4. Contingent liabilities and other commitments

As at As at 31 March 2014 31 March 2013 (Rs.) (Rs.)

(i) Capital commitments 25,071,188 21,676,619

(ii) The Company has issued letters of financial support to certain subsidiary companies - E-18 Limited, Web18 Software Services Limited,Moneycontrol Dot com India Limited, TV Home shopping Network Limited and Infomedia Press Limited.

(iii) Corporate guarantees given in connection with borrowings of subsidiaries

TV18 Broadcast Limited (Formerly ibn18 Broadcast Limited) 232,200,000 457,992,716

TV18 Home Shopping Network Limited 352,431,343 500,000,000

B K Holdings Limited, Mauritius - 1,087,800,000

584,631,343 2,045,792,716

(iv) Claims against company not acknowledged as debts: -Demand for stamp duty on transfer of property Rs 8,677,617

(v) Contingent payments under agreements for sale of subsidiaries- Rs. 16,993,598 (previous year Rs. 16,993,598).

vi) Income tax demand in relation to acquisition of subsidiaries Rs 13,212,381 (previous year Rs 13,212,381)

Other litigations:

Mr. Victor Fernandes and others ("plaintiffs") had, on 25 August 2006, filed a suit as derivative action on behalf of e-Eighteen.com Limited before the High Court of Bombay against Mr. Raghav Bahl, Television Eighteen India Limited (TV18, now merged with the Company) and other TV18 group entities. The plaintiffs are minority shareholders of e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18, ICICI Global Opportunities Fund and e-Eighteen. com Limited had entered into a subscription cum shareholders agreement dated 12 September 2000 under which Mr. Raghav Bahl and TV18 had, inter alia, undertaken that any opportunity offered to them shall only be pursued or taken up through e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that Mr. Raghav Bahl and TV18 have promoted and developed various businesses through various entities which should have, under the aforesaid agreement, rightfully been undertaken by e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that by not doing so Mr. Raghav Bahl and TV18 have caused monetary loss to e-Eighteen.com Limited as well as to the plaintiffs. The plaintiffs have valued their claim in the suit at Rs. 31,140,600,000 and have, inter alia, prayed that Mr. Raghav Bahl, TV18 and other TV18 group entities be ordered to transfer to e-Eighteen.com Limited all their businesses, activities and ventures along with all assets and intellectual property.

The plaintiffs had filed a notice of motion on 18 September 2006 seeking an interim relief. A reply had been filed with the Bombay High Court on 14 November 2006. The said notice of motion was dismissed on 8 August 2008 against which the plaintiffs have filed an appeal before the division bench of the Bombay High Court. The said appeal was dismissed by the High Court on 21 September 2011.

Mr. Victor Fernandes has also filed an appeal before the Hon''ble Supreme court against the order of Hon''ble Securities Appellate Tribunal. The appeal relates to the grant of listing approval by NSE for the rights issue.

Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to succeed and has accordingly made no provisions for the same in the financial statements.

5. Employee Stock Option Plans

a. The Company''s Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI Guidelines") which have been approved by the Board of Directors and the Shareholders are listed below. Schemes listed at serial (i) to (vii) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement.

i) The Network18 Employees Stock Option Plan 2002 (ESOP 2002)

ii) The Network18 Employees Stock Option Plan 2004 (ESOP 2004)

iii) The Network18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004)

iv) The Network18 Employees Stock Option Plan 2005 (ESOP 2005)

v) The Network18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005)

vi) The Network18 Employees Stock Option Plan C 2007 (ESOP C 2007)

vii) The Network18 Employees Stock Option Plan 2007 (ESOP 2007)

6. Due to Micro and Small Enterprises

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2014 has been made in the financial statements based on information received and available with the Company. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMEDA is not expected to be material.

7. Barter transactions

The Company enters into barter transactions, which are recorded at the fair value of consideration receivable or payable. The statement of profit and loss for the year 31 March 2014 reflects revenue from barter transactions of Rs 16,781,698 (for the year ended 31 March 2013 Rs 73,968,497) and expenditure of Rs 16,781,698 (for the year ended 31 March 2013 Rs 79,441,768) being the fair value of barter transactions provided and received

8. The Company has foreign currency receivables aggregating to Rs. 54,689,694 (previous year Rs. 54,766,913 which are outstanding for more than nine months and foreign currency payables aggregating to Rs.2,047,652 (previous year Rs. 1,910,268) which are outstanding for more than six months. The Company is in the process of dealing with the statutory implications of these delays. As the aforementioned in currently not ascertainable the same shall be provided at the earliest practicable.

50. Pursuant to the Scheme of arrangement between Infomedia Press Limited and the Company, approved by the High Court of Delhi on 22 May 2012 (refer note 1.2), all properties and assets, rights and licenses, registrations (including Registrar of Newspapers of India) of the demerged undertaking stand transferred to the Company. Pending approval from Registrar of Newspapers of India for transfer of titles in its name, all the purchases of paper are being made by Infomedia Press Limited on behalf of the Company.

9. The Company is in the process of addressing the matters specified in Circular No. CIR/CFD/DIL/E/2013 dated January 17, 2013 read together with Circular No. CIR/CFD/DIL/7/2013 dated May 13, 2013 and Circular No. CIR/CFD/ POLICYCELL/14/2013 dated November 29, 2013 issued by the Securities and Exchange Board of India in respect of certain shares held by Network18 Group Senior Professional Welfare Trust.

10. Previous year figures have been regrouped, wherever necessary, to confirm to current year presentation.

Mar 31, 2013

1 Background and Scheme of arrangement

1.1 Background

Network18 Media & Investments Limited ("the Company") was incorporated as SGA Finance and Management Services Private Limited in 1996. The name was changed to Network 18 Fincap Private Limited in April 2006. The Company was converted into a public company on 20 October 2006. The name was further changed to its current name on 1 December 2007.

1.2 Scheme of arrangement

(i) The Board of Directors of the Company, on 7 July 2010 approved a Scheme of Arrangement ("the Scheme") with an overall objective of simplifying the corporate structure of the Company and its subsidiaries, associates and joint ventures (together referred to as the "Network18 Group"). The Scheme was approved by Hon''ble High Court of Delhi and made effective on 10 June 2011 with an appointed date of 1 April 2010. As a consequence of the Scheme, "Business News Operations" comprising of ''CNBC TV18'' and ''CNBC Awaaz'' channels and teleport business of Television Eighteen India Limited ("TV18"), a subsidiary of the Company, has been transferred to another subsidiary - ibn18 Broadcast Limited (now known as TV18 Broadcast Limited). The remaining TV18 (post demerger of "Business News Operations" of TV18) along with its investments stands merged with the Company. Further, in consideration of the merger of the residual TV18 with the Company, on 23 June 2011, the Company had issued 23,695,044 equity shares to the shareholders of TV18 (in the ratio of 13 equity shares of Rs. 5 for every 100 equity shares in TV18 of Rs. 5).In addition, in accordance with the Scheme, ''the Web Undertakings'' of Web18 Software Services Limited and Television Eighteen Commoditiescontrol.com Limited, Care Websites Private Limited, RVT Investments Private Limited and Network18 India Holdings Private Limited have been merged into the Company. The remaining TV18, RVT Investments Private Limited and Network 18 India Holdings Private Limited primarily held investments in other companies. The ''web undertaking'' of Web18 Software Service Limited operates certain websites. Television Eighteen Commodities control.com Limited and Care Websites Private Limited did not carry out any significant business operations.

(ii) The Board of Directors of the Company, on 7 July 2010, announced and approved another Scheme of Arrangement (''the Infomedia Scheme'') between Infomedia Press Limited (formerly Infomedia 18 Limited ("Infomedia 18")) and the Company and their respective shareholders and creditors. As per the Infomedia Scheme, the Business Directories business, the New Media business and the Publishing business of Infomedia18 have demerged into the Company while the Printing Press business of Infomedia 18 continued to remain with Infomedia18. The Infomedia Scheme was approved by the Hon''ble High Court of Delhi on 22 May 2012 and made effective on 1 June 2012 with an appointed date of 1 April 2010.

Further, in consideration of the demerger of the Business Directories business, the New Media business and the Publishing business of Infomedia18 into the Company, on 19 June 2012, the Company had issued 3,679,356 equity shares to the shareholders of Infomedia18 (in the ratio of 14 equity shares of Rs. 5 for every 100 equity shares in Infomedia 18 of Rs. 10), The demerged undertaking of Infomedia 18 was engaged in publication of Yellow Pages (Business Directories), special interest magazines and operating certain websites.

The above referred schemes of arrangement have been accounted for under the pooling of interests method as modified for the provisions of respective schemes of arrangement. The financial impact of these is as follows:

Note: The Company also issued 11,586,782 equity shares to Network 18 Media Trust in respect of shares held by the Company in Television Eighteen India Limited (refer note 14)

2. Basis of preparation

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting and in accordance with the generally accepted accounting principles (GAAP) in India and comply with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 to the extent applicable and in accordance with the provisions of the Companies Act, 1956, ("the Act") as adopted consistently by the Company.

3. Related party disclosures

a. List of related parties

i. Direct subsidiaries

- Television Eighteen Mauritius Limited

- Capital18 Fincap Private Limited

- Television Eighteen Media and Investments Limited

- Network 18 Holdings Limited, Mauritius (domicile changed from Cayman Islands to Mauritius with effect from 19 April 2012 vide certificate of registration dated 7 August 2012)

- Digital 18 Media Limited

- RRB Investments Private Limited

- Newswire18 Limited (upto 27 December 2012)

- Setpro18 Distribution Limited

- TV18 Broadcast Limited

- Infomedia Press Limited

- Television Eighteen India Limited (upto 10 June 2011)

- Network18 India Holdings Private Limited (upto 10 June 2011)

ii. Subsidiary companies of subsidiaries

- BK Holdings Limited, Mauritius

- Namono Investments Limited, Cyprus

- TV 18 UK Limited

- Capital 18 Limited, Mauritius

- Webchutney Studio Private Limited

- RRK Finhold Private Limited

- RVT Finhold Private Limited

- Greycells 18 Media Limited

- Colosceum Media Private Limited

- Stargaze Entertainment Private Limited

- Web 18 Holdings Limited, Cyprus (de-registered from Cayman Islands and get registered in Cypus w.e.f 25 April 2013)

- E-18 Limited, Cyprus

- Web 18 Software Services Limited

- e - Eighteen.com Limited

- Moneycontrol Dot Com India Limited

- ibn18 (Mauritius) Limited

- AETN18 Media Private Limited

- RVT Media Private Limited

- TV18 HSN Holdings Limited, Cyprus

- TV18 Home Shopping Network Limited

- Blue Slate Media Private Limited

- IndiaCast Media Distribution Private Limited (formerly Sun18 Media Services North Private Limited)

- IC Media Distribution Services Private Limited

- Capital18 Acquisition Corporation, Cayman Islands (upto 28 September 2012)

- Juxt Consult Research and Consulting Private Limited (upto 31 October 2012)

- Big Tree Entertainment Private Limited

- IndiaCast UK Limited

- IndiaCast US Limited

- RVT Investments Private Limited (upto 10 June 2011)

- Television Eighteen Commoditiescontrol.com Limited (upto 10 June 2011)

iii. Associates and joint ventures of the subsidiaries

- Viacom18 Media Private Limited

- IBN Lokmat News Private Limited

- Ubona Technologies Private Limited

- Reed Infomedia India Private Limited

- 24 X 7 Learning Private Limited

- Viacom 18 US Inc.

- Roptonal Limited, Cyprus

- Viacom 18 Media (UK) Limited

- The Indian Film Company Limited, Guernsey

- The Indian Film Company (Cyprus) Limited

- Wespro Digital Private Limited

- IFC Distribution Private Limited

iv. Key Management Personnel

- Raghav Bahl (Also exercises control by virtue of having a substantial interest in the voting power of the Company)

v. Relatives of Key Management Personnel (with whom transactions have been undertaken during the year)

- Vandana Malik

vi. Entities over which persons listed above are able to exercise significant influence/control

(with whom transactions have been undertaken during the period/balance at the end of the year)

- Network 18 Publications Limited

- VT Softech Private Limited

- Adventure Marketing Private Limited

- Watermark Infratech Private Limited

- Colorful Media Private limited

- RB Media Holdings Private Limited

- RB Holdings Private Limited

- Web18 Securities Private Limited

- BK Media Mauritius Private Limited

- Network18 Group Senior Professional Welfare Trust

- Network18 Employees Welfare Trust

- B K Media Private Limited

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

Defined contribution plan

The Company has contributed Rs. 40,204,741 (previous year Rs. 38,654,877) to Contribution to provident fund and employees'' state insurance.

Other long term employee benefits

The Company, along with its subsidiary company, TV18 Broadcast Limited, has jointly established an Employee Welfare Plan dated 2 February 2009 for the benefit of their existing and future employees and to administer the same, a Trust named Network18 Group Senior Professional Welfare Trust has been constituted under the Indian Trusts Act, 1881 vide Trust Deed dated 19 February 2009.

The Employee Welfare Plan provides that any accretion to the corpus of the Trust (like dividends, profit on sale of investments, interest income, etc.) will be utilized for the benefit of beneficiaries upon occurrence of certain specific events. It further provides that the amount of benefit to be provided out of such accretion will be at the discretion of the trustees.

During the year ended 31 March 2013 and 31 March 2012, there were no net accretions to the corpus of the aforementioned Trust and accordingly no liability or plan assets have been provided/recognized in these financial statements.

4. Obligation on long term, non-cancellable operating leases

The Company has taken various office premises under operating lease agreements. The lease term of these leases ranges between 1 to 5 years and they are renewable by mutual consent. There are no sub leases or restrictions imposed by lease arrangements. There are certain lease agreements with escalation clauses during the initial lease term. Lease payments during the period recognized in the statement of profit and loss amount to - Rs 195,336,226 (Rs. 194,415,789)

5. Managerial remuneration paid, up to 31 March 2013, by the Company amounting to Rs. 26,388,400 (31 March 2012- Rs 20,100,400) is in excess of the limits prescribed under the Companies Act, 1956 ("the Act"). The Company is in the process of obtaining the necessary approvals as per the Act.

6. Employee Stock Option Plans

a. The Company''s Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI Guidelines") which have been approved by the Board of Directors and the Shareholders are listed below. Schemes listed at serial (i) to (vii) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement.

i) The Network 18 Employees Stock Option Plan 2002 (ESOP 2002)

ii) The Network 18 Employees Stock Option Plan 2004 (ESOP 2004)

iii) The Network 18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004)

iv) The Network 18 Employees Stock Option Plan 2005 (ESOP 2005)

v) The Network 18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005)

vi) The Network 18 Employees Stock Option Plan C 2007 (ESOP C 2007)

vii) The Network 18 Employees Stock Option Plan 2007 (ESOP 2007)

7. Due to Micro and Small Enterprises

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2013 has been made in the financial statements based on information received and available with the Company. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMEDA is not expected to be material.

8. Barter transactions

The Company enters into barter transactions, which are recorded at the fair value of consideration receivable or payable. The statement of profit and loss for the year 31 March 2013 reflects revenue from barter transactions of Rs 73,968,497 (for the year ended 31 March 2012 Rs 78,930,412) and expenditure of Rs 79,441,768 (for the year ended 31 March 2012 Rs 78,294,251) being the fair value of barter transactions provided and received.

9. Pursuant to the business transfer agreement dated 27 February 2013 the Yellow Pages and AskMe business undertakings, forming part of the ''Publishing'' segment of the Company, have been disposed off to Getit Infoservices Private Limited. As at 31 March 2013, the carrying amount of such assets and liabilities of discontinuing operations which were not disposed off was Rs 7,597,686 (previous year Rs 138,190,345) and Rs 96,959,325 (previous year Rs 366,643,490) respectively. The following statement shows the revenue and expenses of continuing and discontinuing operations:

10. The Board of Directors, at their meeting held on 3 January 2012 decided to raise Rs. 27,000,000,000 by issuing shares on rights basis for, inter alia (a) Investment in subsidiary, TV18 Broadcast Limited (b) Repayment/prepayment of certain loans, redemption of Secured Optionally Fully Convertible Debentures, redemption of Preference shares and repayment of public deposits and (c) General corporate purposes. Pursuant to the approval by the Securities and Exchange Board of India (SEBI) for the Rights Issue, the Issue was opened on 18 September 2012 and closed on 04 October 2012. The Issue was fully subscribed. The Company has allotted 899,873,930 equity shares on 12 October 2012 at a price of Rs. 30 per share (face value of Rs. 5 and securities premium of Rs. 25) and the new shares started trading from 16 October 2012 in the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The status for the utilisation of total proceeds of Rs. 26,996,217,900 from the Rights Issue of the Company is set out below:

11. The Company is in the process of addressing the matters specified in circular no. CIR/CFD/DIL/3/2013 dated 17 January 2013 issued by the Securities and Exchange Board of India (''SEBI'') in respect of certain shares held by Network18 Group Senior Professional Welfare Trust.

12. Previous year figures have been regrouped, wherever necessary, to confirm to current year presentation.

Mar 31, 2012

1.1 Background

Network18 Media & Investments Limited ("the Company") was incorporated as SGA Finance and Management Services Private Limited in 1996. The name was changed to Network 18 Fincap Private Limited in April 2006.

The Company was converted into a public company on 20 October 2006. The name was further changed to its current name on 1 December 2007.

1.2 Scheme of arrangement

(i) The Board of Directors of the Company, on 7 July 2010 approved a Scheme of Arrangement ("the Scheme") with an overall objective of simplifying the corporate structure of the Company and its subsidiaries, associates and joint ventures (together referred to as the "Network18 Group"). The Scheme has been approved by Honble High Court of Delhi and made effective on 10 June 2011 with an appointed date of 1 April 2010. As a consequence of the Scheme, "Business News Operations" comprising of CNBC TV18 and CNBC Awaaz channels and teleport business of Television Eighteen India Limited ("TV18"), a subsidiary of the Company, has been transferred to another subsidiary - ibn18 Broadcast Limited (now known as TV18 Broadcast Limited). The remaining TV18 (post demerger of "Business News Operations" of TV18) along with its investments stands merged with the Company. Further, in consideration of the merger of the residual TV18 with the Company, on 23 June 2011, the Company had issued 23,695,044 equity shares to the shareholders of TV18 (in the ratio of 13 equity shares of Rs. 5 for every 100 equity shares in TV18 of Rs. 5). This represents 17% of the total issued shares of the Company. In addition, in accordance with the Scheme, the Web Undertakings of Web18 Software Services Limited and Television Eighteen Commoditiescontrol.com Limited, Care Websites Private Limited, RVT Investments Private Limited and Network18 India Holdings Private Limited have been merged into the Company. The remaining TV18, RVT Investments Private Limited and Network 18 India Holdings Private Limited primarily held investments in other companies. The web undertaking of Web18 Software Service Limited operates certain websites. Television Eighteen Commodities control.com Limited and Care Websites Private Limited do not carry out any significant business operations.

(ii) The Board of Directors of the Company, on 7 July 2010, announced and approved another Scheme of Arrangement (the Info media Scheme) between Info media 18 Limited ("Info media 18") and the Company and their respective shareholders and creditors. As per the Info media Scheme, the Business Directories business, the New Media business and the Publishing business of Infomedia18 shall be demerged into the Company while the Printing Press business of Info media 18 will continue to remain with Infomedia18. The Info media Scheme has been approved by the Honble High Court of Delhi on 22 May 2012 and made effective on 1 June 2012 with an appointed date of 1 April 2010.

Further, in consideration of the demerger of the Business Directories business, the New Media business and the Publishing business of Infomedia18 into the Company, on 19 June 2012, the Company had issued 3,679,356 equity shares to the shareholders of Infomedia18 (in the ratio of 14 equity shares of Rs. 5 for every 100 equity shares in Info media 18 of Rs. 10), This represents 2.5% of the total issued shares of the Company. The demerged undertaking of Info media 18 is engaged in publication of Yellow Pages (Business Directories), special interest magazines and operating certain websites.

The above referred schemes of arrangement have been accounted for under the pooling of interests method as modified for the provisions of respective schemes of arrangement. The financial impact of these is as follows:

Note: The Company also issued 11,586,782 equity shares to Network 18 Media Trust in respect of shares held by the Company in Television Eighteen India Limited (refer note 14)

2. Basis of Preparation

The financial statements are prepared under the historical cost convention, on the accrual basis of accounting and in accordance with the generally accepted accounting principles (GAAP) in India and comply with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 to the extent applicable and in accordance with the provisions of the Companies Act, 1956, ("the Act") as adopted consistently by the Company.

During the year ended 31 March 2012, the revised Schedule VI notified under the Act has become applicable to the Company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

Note:

Based on accounting prescribed in the Scheme referred to in Note 1.2, the Company has fair valued its assets and liabilities and debited Rs. 6,334,691,091 the difference between such fair values and the corresponding book values to the Securities Premium Account, which otherwise as per Accounting Standards would have been debited to the statement of Profit and Loss in the relevant previous years. If the said amount would have been debited to the Statement of Profit and Loss instead of debiting the Securities Premium Account, the loss for the year ended 31 March 2012 would have substantially increased from Rs. 1,919,305,397 to Rs 8,253,996,488 representing a 330% increase and the balance in Securities Premium Account would have substantially increased from Rs. 11,529,409,772 to Rs. 17,864,100,863 representing a 35% increase.

A. During the year ended 31 March 2011, Roptonal Limited, Cyprus ("Roptonal") a subsidiary of the Companys jointly controlled entity, Viacom18 Media Private Limited made a public offer for purchase of entire issued capital of The Indian Film Company Limited, Guernsey (TIFC). The Company and its subsidiary, Network18 Holdings Limited, Cayman Islands ("Network18 Holdings"), in their capacity as shareholders in TIFC accepted the public offer. Further, pursuant to an agreement between Roptonal and Network 18 Holdings, Network 18 Holdings has agreed to indemnify Roptonal against the amount, if any, by which the net cash generated by TIFC from its existing film library in respect of the period from the date on which the aforementioned public offer becomes unconditional up to 21 July 2014 is less than the net asset value of the film library as per the TIFCs therein mentioned accounts for the year ended 31 March 2010.

Network 18 Holdings has also agreed to indemnify Roptonal against certain Indian tax liabilities that may potentially arise in TIFC or Roptonal in respect of certain withholding tax recoveries stated in TIFCs financial statements and other taxes relating to the sale of Network 18 Holding shares in TIFC. The aforementioned agreement further provided that if Network18 Holdings does not undertake the indemnity obligations agreed in the agreement, the indemnity shall be provided by the Company.

During the year ended 31 March 2012, the Company carried out a fair valuation exercise of the aforementioned film library and accordingly provided an amount of Rs. 2,374,984,629 towards the said indemnity obligation. In accordance with the Companys agreement with Network18 Holdings, any foreign exchange fluctuations arising at the time of settlement of the aforementioned indemnity liability shall be borne by Network18 Holdings.

Note: During the year ended 31 March 2012, the Company has expensed off all accrued costs incurred up to 31 March 2011 in respect of business directories not completed and dispatched up to that date.

3. Related party disclosures a. List of related parties

i. Direct subsidiaries by virtue of majority shareholding

- Television Eighteen India Limited (up to 10 June 2011)

- Television Eighteen Mauritius Limited

- Capital18 Fincap Private Limited (formerly known as VT Holdings Private Limited)

- Television Eighteen Media and Investments Limited

- Network18 Holdings Limited, Cayman Islands

- Digital 18 Media Limited

- RRB Investments Private Limited

- NewsWire18 Limited

- Setpro18 Distribution Limited

- Network18 India Holdings Private Limited, (up to 10 June 2011)

ii. Direct subsidiaries by virtue of control of composition of the board of directors

- TV18 Broadcast Limited

- Info media Press Limited (formerly known as Info media 18 Limited)

iii. Subsidiary companies of subsidiaries

- BK Holdings Limited, Mauritius

- Namono Investments Limited, Cyprus

- TV 18 UK Limited

- Capital 18 Limited, Mauritius

- Capital 18 Acquisition Corporation, Cayman Islands

- Web chutney Studio Private Limited

- RRK Finhold Private Limited

- RVT Finhold Private Limited

- Greycells 18 Media Limited

- Colosceum Media Private Limited

- Stargaze Entertainment Private Limited

- Web 18 Holdings Limited, Cayman Islands

- E-18 Limited, Cyprus

- Web 18 Software Services Limited

- Big Tree Entertainment Private Limited

- e - Eighteen.com Limited

- Money control Dot Com India Limited

- ibn18 (Mauritius) Limited

- AETN18 Media Private Limited

- RVT Media Private Limited

- TV18 HSN Holdings Limited, Cyprus

- TV18 Home Shopping Network Limited

- Blue Slate Media Private Limited

- Juxt Consult Research and Consulting Private Limited

- RVT Investments Private Limited (up to 10 June 2011)

- Television Eighteen Commoditiescontrol.com Limited (up to 10 June 2011)

iv. Associates and joint ventures of the subsidiaries

- Viacom18 Media Private Limited.

- IBN Lokmat News Private Limited.

- Reed Infomedia India Private Limited

- Ubona Technologies Private Limited

- 24 X 7 Learning Private Limited

- Viacom 18 US Inc

- Roptonal Limited, Cyprus

- Viacom 18 Media (UK) Limited

- The Indian Film Company Limited, Guernsey

- The Indian Film Company (Cyprus) Limited

- IFC Distribution Private Limited

- Wespro Digital Private Limited

v. Key Management Personnel

- Raghav Bahl (Also exercises control by virtue of having a substantial interest in the voting power of the Company)

vi. Relatives of Key Management Personnel

- Ms .Subhash Bahl

- Ms. Ritu Kapur

- Ms. Vandana Malik

vii. Entities over which persons listed above are able to exercise significant influence/control (With whom transactions have been undertaken during the year)

- Network 18 Publications Limited

- VT Softech Private Limited

- Adventure Marketing Private Limited

- Watermark Infratech Private Limited

- Colorful Media Private limited

- RB Media Holdings Private Limited

- RB Holdings Private Limited

- Web18 Securities Private Limited

- BK Media Mauritius Private Limited

- Network18 Group Senior Professional Welfare Trust

- Network18 Employees Welfare Trust

- Indian International Film Advisors Private Limited

- Studio 18 UK Limited

- Studio 18 USA Limited

Defined contribution plan

The Company has contributed Rs. 36,495,422 (previous year Rs. 9,293,768) to Provident Fund.

Other long term employee benefits

The Company, along with its subsidiary company, TV18 Broadcast Limited, has jointly established an Employee Welfare Plan dated 2 February 2009 for the benefit of their existing and future employees and to administer the same, a Trust named Network18 Group Senior Professional Welfare Trust has been constituted under the Indian Trusts Act, 1881 vide Trust Deed dated 19 February 2009.

The Employee Welfare Plan provides that any accretion to the corpus of the Trust (like dividends, profit on sale of investments, interest income, etc.) will be utilized for the benefit of beneficiaries upon occurrence of certain specific events. It further provides that the amount of benefit to be provided out of such accretion will be at the discretion of the trustees.

During the year ended 31 March 2012 and 31 March 2011, there were no net accretions to the corpus of the aforementioned Trust and accordingly no liability or plan assets have been provided/recognized in these financial statements.

4 Obligation on long term, non-cancellable operating leases

The Company has taken various office premises under operating lease agreements. The lease term of these leases ranges between 11 months to 6 years and they are renewable by mutual consent. There are no sub leases or restrictions imposed by lease arrangements. There are no escalation clauses during the initial lease term. Lease payments during the period recognized in the statement of profit and loss amount to - Rs 194,415,789 (Rs. 22,003,782)

5. Contingent liabilities and other commitments

As at As at 31 March 2012 31 March 2011 (Rs.) (Rs.)

Capital commitments 125,551,672 122,600

The Company has issued letters of financial support to certain subsidiary companies - TV18 Home Shopping Network Limited, E-18 Limited (Cyprus) and Web18 Sof tware Services Limited.

Corporate guarantees given in connection with borrowings of subsidiaries

TV18 Broadcast Limited (Formerly Ibn18 Broadcast Limited) 3,419,600,000 1,670,000,000

TV 18 Home Shopping Network Limited - 20,000,000

Newswire 18 Limited - 220,000,000

Television Eighteen India Limited (now merged with the company) - 800,000,000

Info media Press Limited (formerly Infomedia18 Limited) - 850,000,000

B K Holdings Limited, Mauritius 2,174,300,000 1,786,000,000

5,593,900,000 5,346,000,000

Contingent payments under agreements for sale of subsidiaries- Rs. 16,993,598 (previous year Rs. 16,993,598).

Other litigations:

Mr. Victor Fernandez and other ("plaintiffs") had, on 25 August 2006, filed a suit as derivative action on behalf of e- Eighteen.com Limited before the High Court of Bombay against Mr. Raghav Bahl, Television Eighteen India Limited (TV18, now merged with the Company) and other TV18 group entities. The plaintiffs are minority shareholders of e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18, ICICI Global Opportunities Fund and e- Eighteen.com Limited had entered into a subscription cum shareholders agreement dated 12 September 2000 under which Mr. Raghav Bahl and TV18 had, inter alia, undertaken that any opportunity offered to them shall only be pursued or taken up through e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that Mr. Raghav Bahl and TV18 have promoted and developed various businesses through various entities which should have, under the aforesaid agreement, rightfully been undertaken by e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that by not doing so Mr. Raghav Bahl and TV18 have caused monetary loss to e-Eighteen.com Limited as well as to the plaintiffs. The plaintiffs have valued their claim in the suit at Rs. 31,140.60 million and have, inter alia, prayed that Mr. Raghav Bahl, TV18 and other TV18 group entities be ordered to transfer to e-Eighteen.com Limited all their businesses, activities and ventures along with all assets and intellectual property.

The plaintiffs had filed a notice of motion on 18 September 2006 seeking an interim relief. A reply had been filed with the Bombay High Court on 14 November 2006. The said notice of motion was dismissed on 8 August 2008 against which the plaintiffs have filed an appeal before the division bench of the Bombay High Court. The said appeal was dismissed by the High Court on 21 September 2011.

Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to succeed and has accordingly made no provisions for the same in the financial statements.

6. Utilization of money raised through right issue

The Company had allotted 10,296,451 partly paid preference shares on rights basis to its equity shareholders during the year ended 31 March 2009. Out of this 10,284,379 partly paid preference shares were converted into fully paid up shares till 31 March 2012 upon receipt of full and final call money and balance 12,072 Partly paid preference shares have been forfeited in the Board Meeting dated 16 July 2009 for nonpayment of full and final call money amounting to Rs.1,207,200. The status of utilization of rights issue proceeds is set out below:

7. Managerial remuneration paid, up to 31 March 2012, by the Company amounting to Rs. 20,100,400 (31 March 2011- Rs 15,204,400) in excess of the limits prescribed under the Companies Act, 1956 ("the Act"). The Company is in the process of obtaining the necessary approvals as per the Act.

8. Employee Stock Option Plans

a. The Companys Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("SEBI Guidelines") which have been approved by the Board of Directors and the Shareholders are listed below. Schemes listed at serial (i) to (vii) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement.

i) The Network 18 Employees Stock Option Plan 2002 (ESOP 2002)

ii) The Network 18 Employees Stock Option Plan 2004 (ESOP 2004)

iii) The Network 18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004)

iv) The Network 18 Employees Stock Option Plan 2005 (ESOP 2005).

v) The Network 18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005).

vi) The Network 18 Employees Stock Option Plan C 2007 ( ESOP C 2007)

vii) The Network 18 Employees Stock Option Plan 2007 ( ESOP 2007)

Note

During the year ended 31 March 2012, pursuant to the amalgamation of TV18 with the Company, 3,251,819 options issued by TV18 were converted into 422,736 options of the Company (in the ratio of 13 options of the Company for every 100 options of TV18).

The exercise price of these options was determined by the Remuneration Committee of the Company in their meeting held on 11 August 2011. The replacement of stock options of TV 18 with the stock options of the Company is a modification to the original grant. However, no incremental intrinsic value was determined as a result of such modification.

The Company has adopted the intrinsic value method as promoted by the SEBI Guidelines and the Guidance Note on Accounting for Employee Share Based Payment issued by the Institute of Chartered Accountants of India for measuring the cost of the options granted.

Had the Company used the fair value method in accordance with Black Scholes Model to determine employee stock compensation, its loss after tax and loss per share as reported would have changed to the amounts indicated below:

9. Due to Micro and Small Enterprises

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2012 has been made in the financial statements based on information received and available with the Company. Further in the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMEDA is not expected to be material.

There are no transactions of loans and advances to subsidiaries, associate firms/ companies in which directors are interested other than as disclosed above.

There are no loans and advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest below section 372A of the Companies Act 1956.

10. Barter transactions

During the year ended 31 March 2012, the Company had entered into barter transactions, which were recorded at the fair value of consideration receivable or payable. The statement of profit and loss for the year 31 March 2012 reflects revenue from barter transactions of Rs. 78,930,412 and expenditure of Rs.78,294,251 being the fair value of barter transactions provided and received.

11. The Board of Directors, at their meeting held on 3 January 2012 decided to raise Rs 27,000,000,000 by issuing shares on rights basis for, inter alia, (a) Investment in the Subsidiary, TV 18 Broadcast Limited (b) Repayment/ prepayment of certain loans, redemption of Secured Optionally Fully Convertible Debentures, redemption of Preference Shares and repayment of Public Deposits and (c) General Corporate Purposes. The Draft Letter of Offer for the aforesaid Rights Issue has been filed with Securities and Exchange Board of India ("SEBI") and the necessary approval is awaited. Further terms and conditions of the proposal of rights issue including the possible issue price and size, and other relevant details shall be decided by the Board, subject to necessary approval of SEBI and Stock Exchanges and other appropriate authorities, in consultation with, inter alia, the Lead Manager, Legal Advisor and Other Experts. The issue price shall not exceed Rs 60/- (Rupees Sixty Only) per equity share which will be fixed keeping in view the prevailing market conditions and in accordance with the applicable provisions of laws, rules, regulations and guidelines.

Mar 31, 2011

1. Background / Business

a. The company was incorporated as SGA Finance and Management Services Private Limited in 1996. The name was changed to Network 18 Fincap Private Limited in April 2006. The company was converted into a Public Company on October 20, 2006. The name was further changed to Network18 Media & Investments Limited on December 1, 2007.

b. The company, as at March 31, 2011, (i) jointly with Network 18 India Holdings Private Limited holds 48.98% of the issued capital of TV 18 and (ii) jointly with RVT Investments Private Ltd,Network 18 India Holdings Private Limited and RRB Investments Pvt.Ltd. holds 50.64% of the issued capital of ibn18 Broadcast Limited (ibn18).

The company also controls the composition of the Board of Directors of both TV 18 and ibn18.

c. During the year under review, the company was engaged in Events / Sports Management and Investment / Management advisory services.

d. The company, by virtue of its then Asset size and income pattern was classified as a Systemically Important Non Banking Financial company, but was never engaged in the business of Non Banking Financial institution. Due to Ministry of Information and Broadcasting guidelines the company was in non compliance with Reserve Bank of India's (RBI) guidelines relating to Capital adequacy and Concentration of Investments. The Reserve Bank of India, on December 1, 2009 , has accepted the company's request and cancelled the Certificate of Registration to carry on the business of Non Banking Financial Institution, subject to certain conditions. The company is in the process of taking steps to comply with the RBI stipulations .

e. All operational segments of the company are making losses and the company is initiating steps to minimise the same. Additional revenue streams shall also be added to the company's business on coming into effect of the Scheme of restructuring referred to in Para 1(f ) below. The company is confident of generating positive revenues in the near future which shall be further supported by the proposed capital infusion .

f. The Board of Directors of the Company in its meeting held on 7 July, 2010 considered and approved a Scheme of Arrangement ("the Scheme") between the Company, Television Eighteen India Limited ('TV18 18'), ibn18 Broadcast Limited ('ibn18') and other group companies, under sections 391 to 394 read with section 78, 100 to 103 of the Companies Act, 1956. As per the Scheme, TV18's television businesses inter-alia consisting of business news channels viz. CNBC TV18 and CNBC Awaaz will be demerged and consolidated with ibn18 . On the same date, the residual businesses of TV18 with all its investments will be merged and consolidated with the company . As per the Scheme, the shareholders of TV18 will be given 68 shares of ibn18 and 13 shares of the company in lieu of every 100 shares held in Tv18. The shareholders of the Company approved the Scheme on 21 December, 2010. The Scheme has been sanctioned by the Hon'ble High Court of Delhi on 26 April, 2011. The appointed date for the proposed restructuring is 1 April, 2010 and the Scheme shall be effective when the certified copies of the High Court Orders are filed with the jurisdictional Registrar of Companies, which is still pending. Accordingly no effect of the proposed restructuring has been given in these financial statements. Upon the Scheme becoming effective, the results of operations, assets and liabilities relating to the television business shall be transferred to ibn18 and the residual business will be merged with Network18.

2. Contingent Liabilities and encumbrances on assets

a. Corporate guarantees given in connection with borrowings of subsidiaries (Rs million)

Name of borrowing entity As at As at March 31, 2011 March 31, 2010

ibn18 Broadcast Limited 1670 2719

TV 18 Home Shopping Network Limited 20 100

Newswire18 Limited 220 220

Television Eighteen India Limited 800 3,800

Capital 18 Limited, Mauritius [( INR equivalent to Nil)(USD 25 million)] - 1129

Infomedia18 Limited 850 1200

b. Shortfall undertaking given in favour of a lender in connection with loans extended to B K Holdings Ltd., Mauritius amounting USD 42.50 million (outstanding balance USD 40 million).

c. Investments of the market value of Rs 786 million (Rs. 1271 million) are pledged in connection with loans availed by IBN18 Broadcast Ltd &TV Eighteen India Limited.

d. Security provided given in favour of lenders in connection with loans to NT18Group Senior Professional Welfare Trust Rs. 2552 million.

e. Indemnities given to Roptonal Ltd (A subsidiary of Viacom) in connection with (a) making good the shortfall, if any, in the cash realised from exploitation of the Film library and receivables (valued together at GBP 5.05 million) of The Indian Film Company (TIFC), Guernsey. TIFC was taken over by Roptonal in September 2010 (b) reimbursement of income taxes, if any, to paid by TIFC in relation to liabilities arising in India.

3. Share Capital

a. During the period under review

i) 3,554,824 (232,645) Equity shares were issued pursuant to Stock Option plans,

ii) 1,000,000 (17,181,818 ) Equity shares were issued consequent to conversion of SOFCDs which were issued at a rate of Rs 110/- per SOFCD share (Note 6 a).

b. Share application money has been received from employees for employees stock option plans.

4. Consequent to cancellation of the certificate of registration granted to the company to act as a Non Banking Financial Institution, the company has transferred , in the financial year ended March 31,2010, the balance in the Special reserve created u/s 45IC of the Reserve Bank on India to the Profit and Loss account.

5. Loans

a. 1,000,000 Secured Optionally Convertible Debentures (SOFCDs) issued during the previous year were converted during the year under review . As per the terms of the issue , each SOFCD of Rs. 110/- was converted to one equity share of Rs. 5/- each.

b. Loan from Syndicate Bank is secured by pari passu charge on fixed assets and current assets,Loan from PNB is secured by sub-servient charge on the assets.The loans are additionally guaranteed by the Managing Director.

c. Vehicle loans are secured by the hypothecation of vehicles financed.

d. Other loan includes loan from L&T Infrastructure Finance which is secured by pledge of a part of the company's investments and Bank FD's amounting Rs.120 million. This loan is additionally secured by a second charge on all the movable and immovable assets.This loan is also secured by the personal guarantee of Mr.Raghav Bahl..

e. Amounts repayable within one year in respect of Secured Loans Rs. 1,723.08 million ( Rs. 1670.81 million)

f. Fixed Deposits repayable within one year Ã Rs. 666 million (Rs. 996.29 million)

6. Investments

a. 10,129,412 (16,744,118) Equity Shares in Television Eighteen India Limited are pledged in connection with loans to subsidiaries and 16,250,000 (17,639,000) Equity shares in Television Eighteen India Limited are pledged in connection with loans availed by the Company.

b. 4,100,000 (Nil) Equity shares in ibn18 Broadcast Limited are pledged in connection with loans availed by the Company.

c. 16,344,118 (Nil) equity shares in Television Eighteen India Limited are provided as security in connection with loans availed by Network18 Group Senior Professional Welfare Trust and 13,800,000 (Nil) equity shares in IBN18 Broad cast Limited are provided as security in connection with loans availed by the NT18 Group Senior Professional Welfare Trust .

d. The Indian Film Company (TIFC) was incorporated in Guernsey as a wholly owned subsidiary of the company in April 2007 and the company invested GBP 10 million as Equity in TIFC. Consequent to dilution upon listing of TIFC, on the Alternative Investment Market of the London Stock Exchange in June 2007, it had ceased to be a subsidiary of the company. However pursuant to the acquisition , in an open offer , of 58.74 % shares of TIFC, Guernsey by Network18 Holdings, Cayman Island (a subsidiary of the company),and in addition to the 18.18% held directly by the company, TIFC became subsidiary of the company on September 7, 2009. The company has disinvested its investment in TIFC in an open offer on 20th October 2010 to Roptonal Limited which is 100% subsidiary of Viacom18 Media Private Limited (See also Note 3(e) above).

e. (i) 2,827,000, .01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs. 10/- each, in

Network 18 India Holdings Private Limited ( a subsidiary )are redeemable at issue price of Rs 600/- per share at any time within 10 years from the date of allotment.

(ii) 6,644,000, .01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs. 10/- each in Network 18 India Holdings Private Limited are redeemable at an effective annualised return of 10% on the issue price of Rs 100/- per share. These are redeemable at such time as determined by the holder or upon the expiry of the maximum period prescribed under the Companies Act, 1956. In view of losses incurred by the issuer and the consequent uncertainty, the company has not recognized the effective annualised return in its books

(iii) The subsidiary is incurring losses and has a negative Net Worth . However, having regard to the continued long term strategic involvement, management is of the view that no provision is considered necessary for diminution in the value of these investments.

f. The 8% Cumulative Redeemable Non Convertible Preference Shares of Rs. 100 each in BK Media Pvt Ltd, an entity owned and controlled by the Managing Director of Network 18 Media and Investments Limited are (a) redeemable at the end of 5 years from the date of issue, unless otherwise agreed by the Company and the issuer company and (b) proposed to be secured either by a personal guarantee of the promoters or by way of a first charge on all assets created or acquired by the issuer company.Note Non impairment .The investee company is incurring losses and has a negative Net Worth. However, having regard to the continued long term strategic involvement, management is of the view that no provision is considered necessary for diminution in the value of these investments.

7. Share application money includes Rs. 1,276 million paid in the financial year ended March 31, 2009 to Network 18 India Holdings Private Limited, a wholly owned subsidiary towards a proposed issue of securities. The subsidiary is incurring losses and has a negative Net worth. However, having regard to the continued long term strategic involvement, management is of the view that no provision is considered necessary for the non recoverability of the said monies.

8. Leases

a) The Company has taken various office premises under operating lease agreements. These are generally non cancelable and are renewable by mutual consent on mutually agreed terms.

b) Lease payments during the period - Rs. 30.79 million (Rs. 29.53 million)

9. Amount Due from Director or Officer

Amount due from Director / officer of the company Rs Nil (Nil). The maximum amount due from a Director / officer of the company during the period was Rs. Nil (Nil).

10. In the opinion of the Board, current assets, loans and advances have a value not less than the amount at which they are stated.

11. The company has carried out its tax computation in accordance with the mandatory standard on accounting, AS 22 Ã Accounting for taxes on income, referred to in Companies (Accounting Standards) Rules, 2006. In view of accumulated losses and absence of virtual certaintity, the company has not provided for deferred tax assets.

12. Figures for the previous year have been regrouped and rearranged wherever necessary to conform to the current period's presentation.

13. Related party disclosures a. List of related parties

i. Direct Subsidiaries by virtue of shareholding

- Setpro18 Distribution Limited (earlier Setpro Holdings Private Limited).

- Network18 India Holdings Private Limited.

- Network18 Holdings Limited, Cayman Islands. ii. Direct Subsidiaries by virtue of Control

- Television Eighteen India Limited.

- ibn18 Broadcast Limited.

iii. Subsidiary companies of Subsidiaries

- Television Eighteen Mauritius Limited, Mauritius

- TV 18 UK Limited, UK.

- TV18 HSN Holdings Limited, Cyprus.

- TV18 Home Shopping Network Limited.

- Web 18 Holdings Limited, Cayman Islands.

- E-18 Limited, Cyprus.

- e - Eighteen.com Limited.

- Money control Dot Com India Limited.

- Television Eighteen Commoditiescontrol.com Limited.

- Web 18 Software Services Limited.

- RVT Investments Private Limited.

- iNews.com Limited.

- NewsWire18 Limited.

- Big Tree Entertainment Private Limited.

- BK Holdings Limited, Mauritius.

- Capital 18 Limited, Mauritius.

- Care Websites Private Limited.

- Digital 18 Media Limited.

- RVT Media Private Limited.

- Namono Investments Limited, Cyprus

- Capital 18 Acquisition Corporation, Cayman Island.

- Television Eighteen Media and Investment Limited,Mauritius.

- ibn18 (Mauritius) Limited,Mauritius

- Infomedia 18 Limited.

- The India Film Company (Cyprus) Limited,Cyprus. (The Company ceased to be subsidiary of subsidieries w.e.f.30 th September 2010)

- IFC Distribution Private Limited,. ( The Company ceased to be subsidiary of subsidieries w.e.f30 th September 2010)

- The Indian Film Company Limited, Guernsey. ( The Company ceased to be subsidiary of a subsidiary w.e.f.30 th September 2010 )

- Ibn18 Media & Software Private Limited.

- AETN18 Media Private Limited.

- RRB Investments Private Limited.

- Roptonal Limited,Cyprus. iv Joint Ventures of subsidiaries

- Viacom18 Private Limited.

- Film Investments Managers (Mauritius)Limited..

- IBN Lokmat News Private Limited. v. Key Management Personnel

- Raghav Bahl (Also exercises control by virtue of having a substantial interest in the voting power of the Company)

vi. Relatives of Key Management Personnel

- Ms .Subhash Bahl.

- Ms. Ritu Kapur.

- Ms. Vandana Malik.

vii. Entities over which persons listed above are able to exercise significant Influence

- RB Investments Private Limited.

- RVT Holdings Private Limited.

- RRK Holdings Private Limited.

- RB Software Private Limited.

- BK Media Private Limited.

- BK Media Mauritius Private Limited, Mauritius.

- VT Holdings Private Limited.

- RVT Softech Private Limited.

- Greycells 18 Media Limited.

- RRK Finhold Private Limited.

- VT Softech Private Limited.

- Network 18 Publications Limited.

- RVT Finhold Private Limited.

- Wespro Digital Private Limited. BK Ventures Limited.

- BK Capital Limited, Cayman Island.

- BK Network Limited.

- International Media Advisors Private Limited,Mauritius.

- BRR Securities Private Limited ( Earlier Kishore Securities Pvt Ltd).

- Capital18 Advisors Limited, Mauritius.

- Web18 Securities Private Limited.

- RRK Media Private Limited.

- Capital18 Limited, Cayman Island.

- RB Holdings Private Limited.

- The Network18 Trust.

- VT Media Private Limited.

- RB Media Holdings Private Limited.

- Network 18 Group Senior Professionals Welfare Trust.

- Network 18 Employee Welfare Trust.

- Media Venture Capital Trust II.

- IBN Lokmat News Private Limited.

- Viacom18 Media Private Limited.

- Film Investment Managers (Mauritius)Limited,Mauritius.

- Jagran18 Publications Limited.

- Webchutney Studio Private Limited.

- Blue Slate Media Private Limited.

- Networkplay Media Private Limited (formerly Goosefish Media Venture Private Limited).

- 24X7 Learning Private Limited.

- SRC Media Limited.

- Keyman Financial services Pvt.Ltd.

- RRB Investments Private Limited.

- RVT Softech Private Limited.

- RB Media Holdings Private Limited.

- Colosceum Media Private Limited.

- Stargaze entertainment Private Limited.

- Ubona Technologies Private Limited.

- Juxt Consult research and consulting private Limited.

- Networkplay Media Private Limited.

- RB Holding Private Limited.

- Yatra Online Private Limited.

Note: Related party relationships are as identified by the Company and relied upon by the Auditors

14. Employee Stock Option / Stock Purchase / Stock Awards Plans

a. The Company's Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which have been approved by the Board of Directors and the Shareholders are listed below. Schemes listed at serial (i) to (viii) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement.

i) The Network 18 Employees Stock Option Plan 2002 (ESOP 2002)

ii) *The Network 18 Employees Stock Purchase Plan 2003 (ESPP 2003)

iii) The Network 18 Employees Stock Option Plan 2004 (ESOP 2004)

iv) The Network 18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004)

v) The Network 18 Employees Stock Option Plan 2005 (ESOP 2005).

vi) The Network 18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005").

vii) *The Network 18 Strategic Acquisition Employees Stock Option Plan 2005 (Strategic Acquisition ESOP 2005")

viii) The Network 18 Stock Award Plan 2005 (Stock Awards Plan 2005)

ix) *The Network 18 Employees Stock Option Plan A 2007 (ESOP A 2007)

x) *The Network 18 Employees Stock Option Plan B 2007 (ESOP B 2007)

xi) The Network 18 Employees Stock Option Plan C 2007 (ESOP C 2007)

xii) The Network 18 Employees Stock Option Plan 2007 (ESOP 2007)

xiii) The Network18 Employees Stock Purchase Plan 2008 (ESPP 2008)

* Plans closed

15. Reconciliation between Fair Value of ESOPs granted and the charge determined as per the Intrinsic Method as adopted by the company and as required by the Guidance Note on Accounting for share based payments issued by the Institute of Chartered Accountants of India is as under :

a. Pro forma Accounting for Stock Option Grants

The Company applies the intrinsic value-based method of accounting for determining compensation cost for its stock-based compensation plans. Had the compensation cost been determined using the fair value approach, the Company's net income and basic and diluted earnings per share as reported would have reduced to the pro forma amounts as indicated:

16. In respect of the disposal / write off of company's erstwhile investments in SGA Media Inc, USA, the company is yet to seek approval of the Reserve Bank of India.

17. Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED)

Based on the information available with the Company, the balance due to micro and small enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Nil) and no interest has been paid or is payable under the terms of the MSMED Act, 2006

18. Utilisation of Funds raised

The Company has utilised an aggregate sum of Rs. 1,979.78 millions towards the stated purposes, from the proceeds of the Rights Issue of Partly Convertible Cumulative Preference Shares of Rs. 200/- each. The Unutilised fundsof Rs. 59.21 millions are invested in Mutual Funds / Bank Fixed Deposits.

19. Contracts remaining to be executed on capital account: Rs. 0.12 million (net of advances) (Rs. 0.06 million).

20. Figures in (brackets) refer to the corresponding figures in the accounts for the year ended March 31, 2010.

Mar 31, 2010

1. Background / Business

a. The company was incorporated as SGA Finance and Management Services Private Limited in 1996. The name was changed to Network 18 Fincap Private Limited in April 2006. The company was converted into a Public Company on October 20, 2006. The name was further changed to Network18 Media & Investments Limited on December 1, 2007.

b. The company, as at March 31, 2010, (i) jointly with Network 18 India Holdings Private Limited holds 49.68% of the issued capital of TV 18 and (ii) jointly with RVT Investments Private Ltd. and Network 18 India Holdings Private Limited holds 50.47% of the issued capital of ibn18 Broadcast Limited (ibn18). The company also controls the composition of the Board of Directors of both TV 18 and ibn18.

c. During the year under review, the company was engaged in Events / Sports Management and Investment / Management advisory services.

d. The company, by virtue of its Asset size and income pattern was classifed as a Systemically Important Non Banking Financial Company, but was never engaged in the business of Non Banking Financial Institution. Due to Ministry of Information and Broadcasting guidelines the company was in non compliance with Reserve Bank of IndiaÃs (RBI) guidelines relating to Capital adequacy and Concentration of Investments. The Reserve Bank of India, on December 1,2009 , has accepted the companyÃs request and cancelled the Certifcate of Registration to carry on the business of Non Banking Financial Institution. As the company is no longer an NBFC, the business of Investments no longer forms an independent segment.

2. Contingent Liabilities aand encumbrances on assets

a. Corporate guarantees given in connection with borrowings of subsidiaries (Rs. in million)

Name of Current year Previous Year borrowing entity

ibn18 Broadcast 2,719 880 Limited

TV 18 Home Shopping 100 250 Network Limited

Newswire 18 Limited 220 220 Television Eighteen 3,800 4,800 India Limited

Capital 18 Limited 1,129 2,547 Mauritius [(INR equiv alent to USD 25 million)(USD50 mill ion)]

Infomedia18 Limited 1,200 - b. Shortfall undertaking given in favour of a lender in connection with loans extended to B K Holdings Ltd., Mauritius Ã USD 85 million (USD 80 million).

c. Fixed Deposits of Rs 250 million (Rs. 180 million) are pledged in connection with loans to a subsidiary.

d. Investments of the market value of Rs. 1271 million (Rs. 902.58 million) are pledged in connection with loans availed by subsidiaries.

e. The Company has guaranteed the investment of USD 40 Million in Viacom 18 Media Private Limited by BK Holdings Limited, Mauritius (a subsidiary of Television Eighteen India Limited). As at the year end an amount of USD 10 million is yet to be invested.

3. Share Capital

a. During the year under review

i) 232,645 (120,198) Equity shares were issued pursuant to Stock Option plans,

ii) 15,762,889 (Nil) Equity Shares were issued pursuant to a QIB placement at a price of Rs. 130/- per share

iii) 17,181,818 (Nil ) Equity shares were issued consequent to conversion of SOFCDs which were issued at a rate of Rs. 110/- per

SOFCD share (Note 6 a) , iv) 9,202,650 (Nil) Equity shares were issued pursuant to a Preferential Allotment at a rate of Rs. 130/- per share v) 12,024 (10,272,355 ) Equity shares were issued consequent to conversion of PCCPs. vi) 13,177 (10,060,806) Equity shares were issued pursuant to conversion of warrants. b. During the year 12,072 PCCPs on which the call money was unpaid were forfeited. 5 Expenses on QIP /Preferential placements have been adjusted against Securities Premium.

4. Consequent to cancellation of the certifcate of registration granted to the company to act as a Non Banking Financial Institution, the company has decided to transfer the balance in the Special reserve created u/s 45IC of the Reserve Bank of India to the profit and Loss account.

5. Loans

a. As approved by the members, 18,181,818 Secured Optionally Fully Convertible Debentures of the Par value of Rs. 110/- per SOFCD were issued to a Promoter entity during the year. The SOFCDs were issued for a tenor of 18 months. Each SOFCD was convertible into 1 equity share of Rs. 5/- each of the company at anytime within the said tenor.

b. Loan from a Bank is secured by a pari passu charge on fxed assets and current assets. The loan is additionally guaranteed by the Managing Director.

c. Vehicle loans are secured by the hypothecation of vehicles fnanced.

d. Other loan is secured by pledge of a part of the companyÃs investments.

e. Amounts repayable within one year Rs. 1670.81 million (Rs. 1797.21 million)

f. Unsecured loans are guaranteed by the Managing Director.

g. Fixed Deposits repayable within one year Ã Rs. 996.29 million ( Nil)

6. Investments

a. 16,744,118 (12,894,000) Equity Shares in Television Eighteen India Limited are pledged in connection with loans to subsidiaries.

b. 17,639,000 (25,639,000) Equity shares in Television Eighteen India Limited are pledged in connection with loans availed by the Company.

c. The Indian Film Company (TIFC) was incorporated in Guernsey as a wholly owned subsidiary of the company in April 2007 and the company invested GBP 10 million as Equity in TIFC. Consequent to dilution upon listing of TIFC, on the Alternative Investment Market of the London Stock Exchange in June 2007, it had ceased to be a subsidiary of the company. However consequent to the acquisition, in an open offer , of 58.74 % shares of TIFC, Guernsey by Network18 Holdings, Cayman Island (a subsidiary of the company),and in addition to the 18.18% held directly by the company, TIFC became subsidiary of the company on September 7, 2009. The equity shares of TIFC were quoted, as at March 31, 2010 at substantially less than the initial issue price. However in view of TIFCÃs positive Net Worth and the long term strategic interest of the Company no provision for diminution in value of the investment is considered necessary in the accounts.

d. Network 18 Holdings Limited, the companyÃs wholly owned subsidiary in Cayman Islands has incurred losses but has a positive Net Worth as at March 31, 2010. However, in view of the companyÃs long term strategic interest in the subsidiary, no provision for diminution in the value of the investment is considered necessary in the accounts. Network18 Holdings Limited acquired majority stake in TIFC, a listed company on September 7, 2009. ( Note 7 c)

e. 2,827,000, .01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs. 10/- each, in Network 18 India Holdings Private Limited are redeemable at issue price of Rs. 600/- per share at any time within 10 years from the date of allotment.

f. 6,644,000, .01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs. 10/- each in Network 18 India Hold- ings Private Limited are redeemable at an effective annualised return of 10% on the issue price of Rs. 100/- per share. These are redeemable at such time as determined by the holder or upon the expiry of the maximum period prescribed under the Companies Act, 1956. In view of losses incurred by the issuer and the consequent uncertainty, the company has not recognized the effective annualised return in its books.

g. The 8% Cumulative Redeemable Non Convertible Preference Shares of Rs. 100 each in BK Media Pvt. Ltd., an entity owned and controlled by the Managing Director of Network 18 Media and Investments Limited are (a) redeemable at the end of 5 years from the date of issue, unless otherwise agreed by the Company and the issuer company and (b) proposed to be secured either by a personal guarantee of the promoters or by way of a frst charge on all assets created or acquired by the issuer company.

7. Share application money includes (a) Rs. 1,276 million paid in the financial year ended March 31,2009 to Network 18 India Holdings Private Limited, a wholly owned subsidiary towards a proposed issue of securities and (b) amounts paid as application money for the rights issue of Equity shares of IBN18 Broadcast Limited. These were allotted on April 1, 2010.

8. Leases

a) The Company has taken various offce premises under operating lease agreements. These are generally non cancelable and are renewable by mutual consent on mutually agreed terms.

b) Lease payments for the year: Rs. 29.53 million (Rs. 49.88 million)

9. Amount Due from Director or Offcer

Amount due from Director /Offcer of the company Rs. Nil (Nil). The maximum amount due from a Director /Offcer of the company during the period was Rs. Nil (Nil).

10. In the opinion of the Board, current assets, loans and advances have a value not less than the amount at which they are stated.

11. The company has carried out its tax computation in accordance with the mandatory standard on accounting, AS 22 Ã Accounting for taxes on income, referred to in Companies (Accounting Standards) Rules, 2006. In view of accumulated losses, the company has not provided for deferred tax assets as there is no virtual certainty that there will be suffcient future taxable income available to realize such assets.

12. Figures for the previous year have been regrouped and rearranged wherever necessary to conform to the current yearsÃ presentation.

13. Related party disclosures

a. List of related parties

i. Direct Subsidiaries by virtue of shareholding

- Setpro18 Distribution Limited (earlier Setpro Holdings Private Limited)

- Network18 India Holdings Private Limited

- Network18 Holdings Limited, Cayman Islands

ii. Direct Subsidiaries by virtue of Control

- Television Eighteen India Limited

- ibn18 Broadcast Limited

iii. Subsidiary companies of Subsidiaries

- Television Eighteen Mauritius Limited

- TV 18 UK Limited, UK - TV18 HSN Holdings Limited, Cyprus

- TV18 Home Shopping Network Limited

- Web 18 Holdings Limited, Cayman Islands - E-18 Limited, Cyprus

- e - Eighteen.com Limited

- Money control Dot Com India Limited

- Television Eighteen Commoditiescontrol.com Limited

- Web 18 Software Services Limited

- RVT Investments Private Limited

- iNews.com Limited

- NewsWire18 Limited

- Big Tree Entertainment Private Limited

- BK Holdings Limited, Mauritius

- Capital 18 Limited, Mauritius

- Care Websites Private Limited

- RVT Media Private Limited

- Colosceum Media Private Limited

- Stargaze Entertainment Private Limited

- Namono Investments Limited

- Capital 18 Acquisition Corporation, Cayman Island

- Television Eighteen Media and Investment Limited

- Ibn18 (Mauritius) Limited.

- Infomedia 18 Limited

- Cepha Imaging Private limited

- The India Film Company (Cyprus) Limited. (w.e.f. September 7,2009)

- IFC Distribution Private Limited. (w.e.f. September 7,2009)

- Glyph International U K Limited (Formerly Keyword Group Limited)

- Glyph International Limited (Formerly Glyph International Private Limited)

- Glyph International US LLC (Formerly Software Services LC Limited)

- The Indian Film Company Limited (w.e.f. September 7, 2009)

- Ibn18 Media & Software Private Limited (Formerly known as Jagran TV Private Limited).

- I- ven Interactive Limited (upto August 25,2009)

- Keyword Typesetting Services Limited ( upto September 22,2009)

- Keyword Publishing Services Limited (upto September 22,2009)

vi. Key Management Personnel

- Raghav Bahl (Also exercises control by virtue of having a substantial interest in the voting power of the Company)

vii. Relatives of Key Management Personnel

- Ms .Subhash Bahl

- Ms. Ritu Kapur

- Ms. Vandana Malik

viii. Entities over which persons listed above are able to exercise signifcant Infuence

- RB Investments Private Limited

- RRB Holdings Private Limited

- RVT Holdings Private Limited

- RVT Fincap Private Limited

- RRK Holdings Private Limited

- RB Software Private Limited

- RB Softech Private Limited

- BK Media Private Limited

- BK Media Mauritius Private Limited, Mauritius

- Digital 18 Media Limited

- VT Investments Private Limited

- SGA News Limited

- VT Holdings Private Limited

- RVT Softech Private Limited

- Greycells 18 Media Private Limited

- Keyman Financial Services Private Limited

- RRB Investments Private Limited

- Tangerine Digital Entertainment Private Limited

- RRK Finhold Private Limited

- VT Softech Private Limited

- Network 18 Publications Limited

- RB Finhold Private Limited

- RRB Fincap Private Limited

- RVT Finhold Private Limited

- Wespro Digital Private Limited

- Film Investment Managers (Mauritius)Limited

- Media Venture Capital Trust II

- BK Communications Limited

- BK Ventures Limited

- BK Capital Limited, Cayman Island

- BK Network Limited

- International Media Advisors Private Limited

- BRR Securities Private Limited ( Earlier Kishore Securities Pvt. Ltd.)

- Ubona Technologies Private Limited

- Capital18 Advisors Limited, Mauritius.

- Juxt Consult Research and Consulting Private Limited

- Goosefsh Media Venture Private Limited

- Blue Slate Media Private Limited

- RRK Finvest Private Limited

- Web18 Securities Private Limited

- BK Finhold Private Limited

- RRK Media Private Limited

- Mobile NXTonline Private Limited

- Webchutney Studio Private Limited

- Capital18 Limited, Cayman Island

- RB Holdings Private Limited

- The Network18 Trust

- Jagran18 Publications Limited

- Capital 18 Media Advisors Private Limited

- RRB Media Private Limited

- VT Media Private Limited

- IBN Lokmat News Private Limited

- Network 18 Group Senior Professionals Welfare Trust

- Network 18 Employee Welfare Trust Note: Related party relationships are as identifed by the Company and relied upon by the Auditors

Mar 31, 2009

1. Background / Business

a. The company was incorporated as SGA Finance and Management Services Private Limited in 1996. The name was changed to Network 18 Fincap Private Limited in April 2006. The company was converted into a Public Company on October 20, 2006. The name was further changed to Network18 Media & Investments Limited on December 1, 2007.

b. The company is registered with the Reserve Bank of India as a Non Banking Finance Company and by virtue of its asset size, is classifed as a ÃSystemically Important Non Banking Financial Company Ã.

c. The company, as at March 31, 2009,

(i) jointly with Network 18 India Holdings Private Limited holds 49.21% of the issued capital of TV 18 and

(ii) jointly with RVT Investments Private Ltd and Network 18 India Holdings Private Limited holds 49.79% of the issued capital of ibn18 Broadcast Limited (ibn18) .

The company also controls the composition of the Board of Directors of both TV 18 and ibn18.

d. During the year under review, the company has taken over the business of Investment Advisory services of Capital 18 Media Advisors Private Limited alongwith its contracts , employees etc.

e. During the year under review, the company was engaged in the business of Investments, Event and Sports Management and Investment / Management advisory services .

2. Contingent Liabilities and encumbrances on assets

a. Corporate guarantees given in connection with borrowings of subsidiaries (Rs million)

Name of borrowing entity Current year Previous Year

ibn18 Broadcast Limited 880 620 TV 18 Home Shopping Network Limited 250 250 Newswire 18 Limited 220 220 Television Eighteen India Limited 4800 1750 Capital 18 Limited, Mauritius 2547 2000 ( INR equivalent to USD 50 million)

b. Shortfall undertaking given in favour of a lender in connection with loans extended to B K Holdings Ltd., Mauritius Ã USD 80 million.

c. Fixed Deposits of Rs 180 million are pledged in connection with loans to the company .

d. Investments of the market value of Rs 902.58 million ( Rs 17,506.23 million ) are pledged in connection with loans availed by subsidiaries..

3. Share Capital

a. During the year under review 120,198 (618,860) Equity Shares of Rs 5/- each were issued to Employees / Network 18 Employees

Welfare Trust pursuant to various Stock Option/ Stock award plans.

b. The Board of Directors of the Company, in their meeting held on March 5,2007 approved a resolution under Section 81(1) of the Companies Act,1956 for Issue of Partly Convertible Cumulative Preference Shares of Rs 200/- each. Each PCCPS would consist of a convertible part of Rs 50/- , convertible into one equity shares at a premium of Rs 45/- per share and a non convertible part of Rs 150/- each. Each fully paid up PCCPS would also entitle the holder to a detachable warrant convertible into one Equity share within the exercise period commencing from 24 months from the date of allotment upto 48 months from the said date.

The issue opened in April 2008 and the PCCPs were alloted on May 15,2008 . On payment of call money , 10,272,355 PCCPs were converted into Non Convertible part (of Rs 150/- each ) of the PCCPs and Rs 50/- each was converted into one equity shres of Rs 5/- at a premium of Rs 45/- per share. The same number of detachable warrants were issued.

c. At a meeting of the warrant holders convened on January 9,2009, a resolution for early conversion of the said warrants was approved at a price of Rs 49.69 per warrant ( inclusive of premium of Rs 44.69 per share) . 10,060,806 Equity shares of Rs 5/- each were issued to eligible warrant holders on payment of the conversion money.

d. Sums of Rs 598,473,received as at year end, were outstanding, pending conversion into Shares / warrants.

4. In view of losses, the company has not created any Reserve u/s 45IC of the Reserve Bank of India Act.

5. Loans

a. Vehicle loans are secured by the hypothecation of vehicles financed.

b. All other loans are secured by the Pledge of Investments. A loan of Rs 130 million (Previous Year Rs 250 million) is additionally secured by subservient charge over current assets.

c. Unsecured Loans are from Banks .These are guaranteed by the Managing Director.

d. Amounts repayable within one year: 1,797.21 million (Previous Year Rs 2,105.94 million)

6. Investments

a. 12,894,000 (5,106,542) Equity Shares in Television Eighteen India Limited are pledged in connection with loans to subsidiaries (Previous year to a Director and entities under significant influence)

b. 25,639,000 (23,284,730) Equity shares in Television Eighteen India Limited are pledged in connection with loans availed by the Company.

c. 44,704,995 ( 50,785,500) Equity shares in ibn18 Broadcast Limited and 14,830,000 (22,020,000) Equity shares in Television Eighteen India Limited are subject to non disposal undertakings in favour of lenders in connection with loans extended to subsidiaries.

d. The Indian Film Company (TIFC), was incorporated in Guernsey as a wholly owned subsidiary of the company in April 2007 and the company invested 10 million GBP as Equity in TIFC. Consequent to dilution upon listing of TIFC, on the Alternative Investment Market of the London Stock Exchange in June 2007, it has ceased to be a subsidiary of the company. The equity shares of TIFC were quoted, as at March 31, 2009 at substantially less than the issue price. However in view of TIFCÃs profitability, positive Net Worth and the long term strategic interest of the Company no provision for diminution in value of the investment is considered necessary in the accounts.

e. 3,680,716 (3,861,812) units of a mutual fund are pledged in connection with loans to a related party. ( Previous year: loans to a Director and a related party)

f. Network 18 Holdings Limited, the companyÃs wholly owned subsidiary in Cayman Islands has incurred losses but has a positive Net Worth as at March 31, 2009. However, in view of the companyÃs long term strategic interest in the subsidiary, no provision for diminution in the value of the investment is considered necessary in the accounts.

g. Network 18 India Holdings Private Limited, the companyÃs wholly owned subsidiary has incurred losses in the year ended March 31, 2009. However, in view of the companyÃs long term strategic interest in the subsidiary, no provision for diminution in the value of the investment is considered necessary.

h. 2,827,000, 0.01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs 10/- each, in Network 18 India Holdings Private Limited are redeemable at issue price of Rs 600/- per share at any time within 10 years from the date of allotment.

i. 6,644,000, 0.01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs 10/- each in Network 18 India Holdings Private Limited are redeemable at an effective annualized return of 10% on the issue price of Rs 100/- per share. These are redeemable at such time as determined by the holder or upon the expiry of the maximum period prescribed under the Companies Act,1956. In view of losses incurred by the issuer and the consequent uncertainty, the company has not recognized the effective annualized return in its books.

j. The 8% Cumulative Redeemable Non Convertible Preference Shares of Rs 100 each in BK Media Pvt Ltd, an entity owned and controlled by the Managing Director of Network 18 Media and Investments Limited are (a) redeemable at the end of 5 years from the date of issue, unless otherwise agreed by the Company and the issuer company and (b) proposed to be secured either by a personal guarantee of the promoters or by way of a frst charge on all assets created or acquired by the issuer company .

7. Share application money has been paid to Network 18 India Holdings Private Limited, a wholly owned Subsidiary.

8. Expenses incurred towards Rights Issue of Partly Convertible Cumulative Preference Shares, have been adjusted from Securities Premium.

9. Amount Due from Director or Officer

Amount due from Director / officer of the company Rs Nil (Nil). The maximum amount due from a Director / Officer of the company during the period was Rs. Nil (Nil).

10. In the opinion of the Board, current assets, loans and advances have a value not less than the amount at which they are stated.

11. The company has carried out its tax computation in accordance with the mandatory standard on accounting, AS 22 Ã Accounting for taxes on income, referred to in Companies (Accounting Standards) Rules, 2006. In view of accumulated losses the company has not provided for deferred tax assets as there is no virtual certainty that there will be sufficient future taxable income available to realize such assets.

Fringe Benefit tax on exercise of stock options (s) has been paid by the company and subsequently recovered from grantees. Conse- quently, there is no impact on the profit and loss account.

12. Figures for the previous year have been regrouped and rearranged wherever necessary to conform to the current yearsÃ presentation.

13. Employee Stock Option / Stock Purchase / Stock Awards Plans

a. The CompanyÃs Employee Stock Option Plans (ESOPs) framed in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which have been approved by the Board of Directors and the Shareholders are listed below . Schemes listed at serial (i) to (viii) were established as mirror schemes of the then existing ESOP schemes in Television Eighteen India Limited, in terms of the Scheme of Arrangement. The Network 18 Employees Stock Option Plan 2002 (ESOP 2002) The Network 18 Employees Stock Purchase Plan 2003 (ESPP 2003) The Network 18 Employees Stock Option Plan 2004 (ESOP 2004) The Network 18 Senior Employees Stock Option Plan 2004 (Senior ESOP 2004) The Network 18 Employees Stock Option Plan 2005 (ESOP 2005).

The Network 18 Long Term Retention Employees Stock Option Plan 2005 (Long Term Retention ESOP 2005Ã). The Network 18 Strategic Acquisition Employees Stock Option Plan 2005 (Strategic Acquisition ESOP 2005Ã) The Network 18 Stock Award Plan 2005 (Stock Awards Plan 2005) The Network 18 Employees Stock Option Plan A 2007 ( ESOP A 2007) The Network 18 Employees Stock Option Plan B 2007 ( ESOP B 2007) The Network 18 Employees Stock Option Plan C 2007 ( ESOP C 2007) The Network 18 Employees Stock Option Plan 2007 ( ESOP 2007) The Network18 Employees Stock Purchase Plan 2008 (ESPP 2008)

14. In respect of the disposal / write off of companyÃs erstwhile investments in SGA Media Inc, USA, the company is yet to seek approval of the Reserve Bank of India.

15. Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED)

Based on the information available with the Company, the balance due to micro and small enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no interest has been paid or is payable under the terms of the MSMED Act, 2006

16. Utilisation of Rights Issue proceeds

The Company has utilized an aggregate sum of Rs 1,542.356 millions towards the stated purposes, from the proceeds of the the Rights Issue of Partly Convertible Cumulative Preference Shares of Rs 200/- each . The Unutilised funds are deployed in Mutual Funds / Bank Fixed Deposits

17. Contracts remaining to be executed on capital account: Rs 4.71 million (net of advances) (Rs. 8.03 million previous year)

18. Figures in (brackets) refer to the corresponding fgures in the accounts for the year ended March 31, 2008.

19. Compliance with Reserve Bank of India Guidelines

a. Implementation of the Scheme of Arrangement between SGA News Limited, the Company and Television Eighteen India Limited which was approved by the HonÃble Delhi High Court, has substantially determined the size and pattern of the companyÃs investments and resulted in non compliance of certain guidelines applicable to NBFCs, inter alia , Net Owned Funds and CRAR . The company has initiated steps to regularize the above

b. The Companys current activities do not require any provisioning in accordance with the above guidelines.

20. a. The excess of Business Consideration paid over the Net Assets acquired from Capital 18 Media Advisors Pvt Ltd has been recognized as Goodwill and , on a conservative assessment been impaired .

b. Other Income includes write back of amounts provided for in the previous year on fnal settlement with Viacom 18 Media Private Limited.

Mar 31, 2008

1. Background/Business

a. The company was incorporated as SGA Finance and Management Services Private Limited in 1996. The name was changed to Network 18 Fincap Private Limited in April 2006 . The company was converted into a Public Company on October 20, 2006. The name was further changed to Network18 Media & Investments Limited on December 1,2007.

b. The company is registered with the Reserve Bank of India as a Non Banking Finance Company and by virtue of its asset size, is classified as a Systemically Important Non Banking Financial Company

c. The company, as at March 31,2008 , (i) jointly with Network 18 India Holdings Private Limited holds 48.93 % of the issued capital of TV 18 and (ii) jointly with RVT Investments Private Ltd holds 56.50% of the issued capital of ibnl 8 Broadcast Limited (ibn18) (earlier known as Global Broadcast News Limited) .

The company also controls the composition of the Board of Directors of both TV 18 and ibn18.

d. The company entered into an agreement with Viacom 18 Media Private Limited (Viacom) (earlier known as MTV Networks Private Limited) for the transfer of its film business to Viacom The effective date of such transfer was November 6,2007. Amounts receivable from Viacom in this regard included (i) business consideration, and (ii) Net Current Assets at mutually agreed valuations.

e. During the year under review, the company was engaged in the business of Investments, Films (later transferred to Viacom 18 Media Private Limited - see (d) above) and Event Management.

2. Contingent Liabilities

a. Counter guarantees given in connection with borrowings of subsidiaries (Rs million)

Name of borrowing entity Current year Previous Year

ibn 18 Broadcast Limited 620 200 TV 18 Home Shopping Network Private Limited 250 - News Wire 18 India Private Limited 220 140 Television Eighteen India Limited 1750 1000 Capital 18 Limited, Mauritius (INR equivalent to USD 50 million) 2000 - BK Holdings Limited, Mauritius (INR equivalent to USD 60 million) 2400 -

b. In respect of market value of investments pledged in connection with loans availed by related parties Rs 17506.23 million (Rs 538.63 million)

c. The company has Guaranteed the investment of USD 40 Million in Viacom 18 Media Private Limited by BK Holdings Limited , Mauritius (Previous year Nil)

3. Equity Capital

During the year 618,860 Equity Shares of Rs 5/- each have been issued to the Network 18 Employees Welfare Trust pursuant to various Stock Option plans.

4. Secured Loans

a. The Debentures are secured against investments of the company in Mutual Funds . The entire amount is repayable within one year.

b. Facilities by way of Cash Credit and Term Loan are secured by exclusive charge over (i) current and movable assets (ii) Personal Guarantee of the Managing Director (iii) Escrow of all dividend flows from TV 18.

c. All loans are secured by the Pledge of Investments. One Loan is additionally secured by the pledge of mutual fund investments. Another loan of Rs 250 million is additionally secured by charge over current assets.

d. Vehicle loans are secured by the hypothecation of vehicles financed.

e. Amounts repayable within one year: 2,105.94 million ( Previous Year Rs 602.55 million)

5. Investments

a. 27,126,542 ( 4,177,896) Equity Shares in Television Eighteen India Limited are pledged in connection with loans to a Director and entities under significant influence . A part of these investments were re - pledged on October 27,2006 in pursuance of a resolution passed on October 12,2006 when the company was a Private Limited Company. As per opinion received by the company , the said pledge does not attract provisions of Section 295 since the loans were availed and securities originally pledged when the company was a private company.

The investments as on the balance sheet date are post 1:1 bonus

b. 50,785,500 (Nil) Equity Shares in ibnl 8 Broadcast Limited are pledged in connection with loans to an entity under significant influence

c. The Non Convertible part of Zero Coupon Partly Convertible Debentures in Television Eighteen India Limited are pledged in connection with loan to a Director.

d. The Indian Film Company (TIFC), was incorporated in Guernsey as a wholly owned subsidiary of the company in April 2007 and the company invested 10 million GBP as Equity in TIFC. Consequent to dilution upon listing of TIFC, on the Alternative Investment Market of the London Stock Exchange in June 2007 , its has ceased to be a subsidiary of the company. The equity shares of TIFC were quoted, as at March 31,2008 at less than the issue price . However in view of TIFCs profitability positive Net Worth and the long term strategic interest of the Company no provision for diminution in value of the investment is considered necessary in the accounts.

e. 38,61,812 (5,130,991) units of a mutual fund are pledged in connection with loans to a Director and a related party.

f. In absence of market quotes, the Non Convertible part of debentures in TV18 have been valued at book value.

g. Network 18 Holdings Limited , the companys wholly owned subsidiary in Cayman Islands has incurred losses but has a positive Net Worth as at March 31,2008 . However, in view of the companys long term strategic interest in the subsidiary , no provision for diminution in the value of the investment is considered necessary in the accounts.

h. Network 18 India Holdings Private Limited , the companys wholly owned subsidiary has incurred losses in the period ended March 31,2008. However, in view of the companys long term strategic interest in the subsidiary , no provision for dimunition in the value of the investment is considered necessary.

i. The .01% Redeemable Non Cumulative Non Convertible Preference Shares of Rs 10/- each , in Network 18 India Holdings Private Limited are redeemable at issue price at any time within 10 years from the date of allotment.

j. The 15% Cumulative Redeemable Convertible Preference Shares of Rs 10/- each in VT Holdings, having a tenor of 10 years, the Preference Shares are convertible into Equity Shares subject to other terms of issue .

The terms of issue of the Preference Shares also stipulate that in a situation where the Preference Shareholders are entitled to additional voting rights due to non payment of Dividend, the same rights have been voluntarily relinquished in favour of the Equity Shareholders of the issuer company.

In the event no dividend is paid during the tenure of the Preference Shareholders , the Preference Shareholders shall have the option and the right to redeem the said Preference Shares at a value which shall be the investment amount alongwith the Redemption Premium calculated @ 15% per annum for the period during which the dividend remains unpaid.

k. The 8% Cumulative Redeemable Non Convertible Preference Shares of Rs 100 each in BK Media Pvt Ltd , an entity owned and controlled by the Managing Director of Network 18 Media and Investments Limited are (a) redeemable at the end of 5 years from the date of issue, unless otherwise agreed by the Company and the issuer company and (b) proposed to be secured either by a personal guarantee of the promoters or by way of a first charge on all assets created or acquired by the issuer company .

6. Share application money paid to Network 18 India Holdings Private Limited has been received back subsequent to the Balance Sheet date

7. Miscellaneous Expenditure includes expenses incurred towards Rights Issue of Partly Convertible Cumulative Preference Shares, subscription to which was open as at the Balance Sheet date.

8. Capitalisation of borrowing costs : Borrowing costs are net of Rs Nil (Rs 6,872,531) which have been capitalised as part of film projects in progress, as recommended by Accounting Standard 16 issued by the Institute of Chartered Accountants of India.

9. Scheme of Restructuring

The Scheme of Arrangement between Television Eighteen India Limited , Network 18 Fincap Limited ( now known as Network 18 Media and Investments Limited) (the company) and SGA News Limited was approved by the Honble High Court of Delhi on July 20,2006. Copies of the said order were filed with the Registrar of Companies, Delhi and Haryana on September 27,2006 and the Scheme was therefore effective from that date. As per the scheme :

a. the Media Investment Undertaking of Television Eighteen India Limited (TV18) comprising the business activity of undertaking and managing strategic/financial investments in media companies along with the related assets , liabilities .employees including invest- ment in group companies engaged in Television News Space, Preference Capital Investment in the company and other identified liquid assets (detailed in (c) below) , were transferred at book value to the company from the appointed date of October 1,2005.

b. in exchange for the said transfer, the company issued 12 Equity Shares of Rs 5/- each , to all Shareholders of TV 18 , for every 10 Equity shares of Rs 10/- each ,held by that Shareholder in TV 18 . Since the company already held Equity shares in that Company, pursuant to the above mentioned Demerger Scheme , no shares were issued by the company to itself.

c. The assets actually transferred to the company have differed , from that approved by the court, but the aggregate transfer was for the approved amount.

(Rs. million)

Particulars Actual transfer

Equity Shares in SGA News Limited 391.00 Equity Shares in SRH Broadcast News Holdings P Ltd 197.00 Preference Shares - Network 18 Fincap Ltd 201.50 Share Application Money - TV 18 Holdings Ltd ( Now Network18 Holdings Ltd), Cayman Islands 67.90 Cash and cash equivalents 664.32 Total 1521.72

d. As per the scheme , for the period between the appointed date and the effective date, TV 18 was deemed to have been carrying on all business and activities relating to the demerged undertaking on behalf of the company and all profits accruing to the Transferor Company ,or losses arising or incurred by them relating to the Demerged Undertaking were treated as the profits or losses of the company.

e. TV18 earned dividends on the aforesaid investments aggregating to Rs 26.33 million during the period between the appointed date and the effective date. Of the said 26.33 million , Rs 13.81 million pertained to the period starting from the appointed date and ending on March 31,2006 was adjusted as a credit balance in the Profit and Loss account of the company in the financial year ended March 31,2007. The remaining was shown as income of that period.

f. Transfer to a Trust of 10.56% of the fully diluted Equity Capital of the company, as required by the Scheme was given effect to on November 15,2006.

10. Stock Option Charge Out

Pursuant to the Scheme of Arrangement, all persons entitled to Shares under various ESOP / ESPS plans of Television Eighteen India Limited , were to be compensated for dilution in their grants by issue of Equity Shares in Network 18 Media and Investments Limited (then known as Network 18 Fincap Limited ). A sum of Rs 97,836,059 relating to such grants and pertaining to periods before the effective date of the scheme was adjusted directly in the opening balance of the Profit and Loss account during the financial year ended March 31,2007. Proportionate costs relating to periods after the effective date were charged to revenue .

11. Amount Due from Director or Officer

Amount due from Director / officer of the company Rs Nil (Nil). The maximum amount due from a Director / officer of the company during the period was Rs. Nil (Rs. 9,39,60,000).

12. In the opinion of the Board, current assets, loans and advances have a value not less than the amount at which they are stated.

13. The company has carried out its lax computation in accordance with the mandatory standard on accounting , AS 22 - Accounting tor taxes on income, referred to in Companies ( Accounitng Standards ) Rules ,2006 . In view of accumulated losses the company has not provided for deferred tax assets as there is no virtual certainty that there will be sufficient future taxable income available to realize such assets.

Fringe Benefit tax on exercise of stock options (s) has been paid by the company and subsequently recovered from grantees. Consequently , there is no impact on the profit and loss account.

14. Figures for the previous year have been regrouped and rearranged wherever necessary to conform to the current years presentation.

15. In respect of the disposal / write off of companys erstwhile investments in SGA Media Inc, USA, the company is yet to seek approval of the Reserve Bank of India.

16 . Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED) Pursuant to amendments to Schedule VI to the Companies Act, 1956 vide Notification No. GSR 719 (E) dated 16 November, 2007, the amounts due to micro and small enterprises only are to be disclosed as against the earlier disclosure requirement of amounts due to small scale industrial undertakings

Based on the information available with the Company, the balance due to micro and small enterprises as defined under the MSMED Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no interest has been paid or is payable under the terms of the MSMED Act, 2006. Further, during the previous year no amounts were payable to small scale undertakings which were outstanding for more than 30 days.As per the Micro, Small and Medium Enterprises Development Act, 2006 Act, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdues beyond the specified period irrespective of the terms agreed with the suppliers. The company has initiated the process of identification of such suppliers. In view of this, the liability of interest cannot be reliably estimated nor can the required disclosures be made. Accounting in this regard will be carried out after process is complete and reliable estimate can be made in this regard. However, management is of opinion that liability in any case will be insignificant in view of supplier profile of the Company 27. Contracts remaining to be executed on capital account: Rs 8.03 million ( net of advances) (Nil) 28 . Figures in (brackets) refer to the corresponding figures in the accounts for the year ended March 31,2007.

17. Compliance with Reserve Bank of India Guidelines

a. The company has filed an application before the Reserve Bank of India seeking modification of inter alia, prescribed norms for capital adequacy and concentration of investments, by the Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms ( Reserve Bank) Directions, 2007, issued by the Reserve Bank of India and response of Reseve Bank of India is awaited.

b. The Companys current activities do not require any provisioning in accordance with the above guidelines.

18.a. The excess of Business Consideration of USD 450,000 received from Viacom 18 Media Private Limited (earlier MTV Networks Pvt Ltd) over book value of Fixed Assets transferred is recorded as a surplus on disposal of assets . The excess of book value of the net current assets transferred, over the estimated realisable value has been provided for. The amounts due from Viacom 18, on account of business transfer and other transactions are subject to confirmation.

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