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

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

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

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

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

c) Impairment assessment

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

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

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

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

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

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

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

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

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

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

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

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

ii) Terms / rights attached to CCPS

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

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

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

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

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

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

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

Nature of security and terms of repayment for borrowings:

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

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

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

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

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

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

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

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

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

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

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

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

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

37. Micro, Small and Medium Enterprises

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

(c) Investments made

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

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

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

43. Segment information

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

44. Dividend paid and proposed

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

45. Financial instrumentsA Financial risk management objective and policies

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

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

(i) Market risk

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

1 Interest rate risk

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

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

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

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

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

(iii) Liquidity risk

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

Exposure to liquidity risk

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

B Capital management Risk Management

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

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

(ii) Fair value hierarchy

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

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

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

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

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

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

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

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

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

46. Gratuity and other long-term benefit plans

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

(a) Defined contribution plan:

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

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

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

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

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

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

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

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

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

(c) Other long term benefits

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

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

Zee Akaash News Private Limited

Indiadotcom Digital Private Limited (formerly Rapidcube Technologies Private Limited)

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

(ii) Associates

Today Merchandise Private Limited (extent of holding 49%)

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

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

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

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

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

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

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

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

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

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

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

Total assets - ' 288.51 million

Total liabilities - ' 131.39 million

Excess of assets over liabilities - ' 157.12 million

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

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

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

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

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

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

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

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

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

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

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

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

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

(viii) Utilization of borrowed funds and share premium

(a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("funding parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

56. Non-current assets held for sale

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

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

1

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

(iv) Key Management Personnel/Directors

a) Executive directors - Dinesh Kumar Garg

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