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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 533217ISIN: INE871K01015INDUSTRY: Printing/Publishing/Stationery

BSE   ` 89.00   Open: 87.20   Today's Range 83.43
89.00
+0.94 (+ 1.06 %) Prev Close: 88.06 52 Week Range 72.60
114.25
Year End :2024-03 

I. Capital work in progress (CWIP)

The capital work in progress as at March 31, 2024 and March 31, 2023 comprises mainly expenditure for Buildings & Plant and Machinery.

The Company accounts for capitalization of property, plant and equipment to the extent applicable through capital work in progress and therefore the movement in capital work-in-progress is the difference between closing and opening balance of capital work-in-progress as adjusted in additions to property, plant and equipment. During the year ended March 31, 2024, CWIP of INR 4,099 Lakhs has been reclassified to Investment Property (refer note 4)

Note I : Additional information for which provision for impairment loss has been recognized are as under:

1) Nature of asset: Investment Property

2) Amount of Provision for impairment/(Reversal of impairment): INR 46 lakhs [Previous Year: INR (171) lakhs]

3) Reason for Provision for impairment/ (Reversal of impairment): Fair value being recoverable amount was determined for disclosure requirement. The same is being compared with the carrying amount for impairment assessment. Where recoverable amount is higher than the carrying amount, the reversal of impairment is being considered to the extent of previous impairment.

The management has determined that the investment properties consist of two classes of assets — residential and commercial-based on the nature, characteristics and risks of each property.

As at March 31, 2024 and March 31, 2023, the fair values of the properties are INR 17,530 lakhs and INR 11,464 lakhs respectively (excluding market value pertaining to properties categorised as held for sale). These valuations are based on valuations performed by a registered independent valuer who is a specialist in valuing these types of investment properties. A valuation model in accordance with Ind AS 113 has been applied.

The Company has no restrictions on the realisability of its investment properties and there exist contractual obligations as at March 31, 2024 and March 31, 2023 of INR 2,806 lakhs and INR 1,608 lakhs respectively (excluding contractual obligations pertaining to properties categorised as held for sale) to purchase the investment property whereas there are no contractual obligation to develop investment property or for repairs and enhancements.

Estimation of Fair Value

During the current year ended March 31, 2024 and the previous year ended March 31, 2023, the fair value of investment property is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 The valuation has been determined basis the market approach by reference to sales in the market of comparable properties. However, where such information is not available, current prices in an active market for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences, has been considered to determine the valuation. All resulting fair value estimates for investment properties are included in Level II.

For the purposes of impairment testing of Brand with indefinite life, the recoverable amount of Brand is based on its fair value less costs of disposal. The fair value has been determined as per Royalty Relief method. The recoverable amount is being compared with the Carrying amount of Brand as stated above. No impairment has been observed. Discount rate (14% to 17%) and Royalty rate (4%) are the key assumptions considered in determining fair value. It is a Level III valuation. There has been no change in the valuation technique. The values assigned to the key assumptions represent management's assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

Note I:

Impairment of investments in HT Noida Company Limited (HTNL) amounting to INR 125 lakhs was made during the previous year on account of recoverable amount being lower than the carrying amount. The recoverable amount was based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Note II:

Impairment of investments in HT Content Studio LLP amounting to INR 634 lakhs was made during the previous year on account of recoverable amount being lower than the carrying amount. The recoverable amount was based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Note III:

Impairment of investments in HT Content Studio LLP amounting to INR 53 lakhs has been reversed during the year on account of recoverable amount being higer than the carrying amount. The recoverable amount was based on the fair value determined basis Net Assets Value. The same is being presented as Exceptional item.

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

Note I - External commercial borrowing from bank (secured)

External commercial borrowing of USD 100 Lakhs from Bank carries interest @USD 3 months Libor 0.65% spread p.a. This has

been fully repaid in FY 23-24.

Note II- Buyer's credit from Bank (Unsecured)

Outstanding Buyer's Credit loan from Bank has been drawn in various tranches from during FY 23-24 @ average Interest Rate of

6.47% p.a. (Applicable LIBOR Margin / Fixed rate) and are due for repayment in FY 2024-25.

Note III- Short term foreign currency non- repatriable (FCNR) loan from banks (Unsecured)

- Outstanding short term FCNR loan from bank was drawn @6.70% p.a during year ended March 31, 2024 and are due for repayment during FY 24-25.

Note IV- Commercial Papers

- Outstanding commercial paper was drawn during the year ended March 31, 2024 having face value of INR 2,500 lakhs carries interest rate of 8% and are due for repayment in FY 2024-25.

Note V- Inter Company Loan (Unsecured)

- Inter-corporate deposit (ICD) was drawn in various tranches in year 2022-23 @ Overnight MIBOR 132.26 bps p.a. It was repayable on March 20, 2024 and the same got extended for repayament on March 20,2026. The interest shall become due and payable along with principal.

Note VI- Cash credit/ overdraft from bank (Secured)

Outstanding Cash Credit/ Overdraft from Bank was drawn @ 7.60% p.a. and is payable on demand. The loan is secured by Lien

on Fixed Deposits. It has got debit balance as on March 31, 2024.

Basic EPS amounts are calculated by dividing the profit/ (loss) for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/ (loss) attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The Company has neither declared nor paid any dividend during the current and previous year as per the Section 123 of the Companies Act, 2013.

Note 29 : Capital management

For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves. The primary objective of the Company's capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital and net debt. The Company includes within net debt, interest bearing loans and borrowings and interest accrued on borrowings.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. The Company has satisfied all financial debt covenants prescribed in the terms of bank loan for the year ended March 31, 2024 and March 31, 2023.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.

The Company has a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service. The gratuity plan is managed through ‘HMVL Editorial Employees Gratuity Fund Trust' & ‘HMVL Non Editorial and Other Employees Gratuity Fund Trust'. The funds maintained by ‘HMVL Editorial

Employees Gratuity Fund Trust' & ‘HMVL Non Editorial and Other Employees Gratuity Fund Trust' represent plan assets for the Company.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

Gratuity plan

Changes in the defined benefit obligation and fair value of plan assets as at March 31, 2024 :

In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and Ind AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in respect of the scheme is assessed and accounted by the company . To have an understanding of the scheme, relevant disclosures are given below.

I. Employee Stock Options (ESOPs) granted by Hindustan Media Ventures Limited for eligible employees of the group.

The Hindustan Times Limited and HT Media Limited (the immediate Parent Company) has given loan to “HT Group company's - Employee Stock Option Trust” which in turn has purchased Equity Shares of HMVL for the purpose of granting Options under the ‘HT Group company's -Employee Stock Option Rules' (“HT ESOP”), to eligible employees of the group.

Options granted are exercisable for a maximum period of 14 years after the scheduled grant date as per the Scheme.

HMVL has availed exemption under Ind AS 101 in respect of Share-based payments that had been vested before the transition date. HMVL has elected to avail this exemption and accordingly, vested options as on transition date have been measured at intrinsic value.

The employee compensation cost (accounting charge for the year) during the year calculated using the fair value of stock options is INR 1 Lakhs (March 31, 2023: INR 2.8 lakhs).

II. The Holding Company, HT Media Limited has given Employee Stock Options (ESOPs) to employees of Hindustan Media Ventures Limited (HMVL).

A. Details of these plans are given below:

Employee stock options

A stock option gives an employee, the right to purchase equity shares of HT Media Limited at a fixed price within a specific period of time.

Note 32 : Commitments and contingencies (a) Commitments

(INR Lakhs)

Particulars

March 31, 2024

March 31, 2023

Capital commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances)

3,036

1,758

(b) Contingent liabilities

Claims against the company not acknowledged as debts

(INR Lakhs)

(i) Particulars

March 31, 2024

March 31, 2023

a) The Company has filed a petition before the Hon'ble Patna High Court against an initial claim for additional contribution of Rs. 73 lacs made by Employees State Insurance Corporation (ESIC) relating to the years 1989-90 to 1999-00. The Company has furnished a bank guarantee amounting to Rs. 13 lacs to ESIC. The Hon'ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. The chances of our loosing in the said matters are remote.

73

73

b) The Company has filed a petition before the Hon'ble Patna High Court against the demand of Rs.10 lacs (including interest) for short payment of ESI dues pertaining to the years from 2001 to 2005. The Hon'ble High Court had initially stayed the matter and on 18th July 2012 disposed of the Petition with the Order of “No Coercive Step shall be taken against HMVL” with direction to move for ESI Court. Matter is still pending in Lower Court. There is no further progress in the matter during the year. The chances of our loosing in the said matters are remote.

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(ii) During the current year and as in the previous financial year, the Management has received few claims from employees who either retired, or were separated from the Company, regarding the benefits of Majhithia Wage Board recommendations. We have raised our objections on the maintainability of the Claim and the amount so claimed as due. The matters have been referred to respective Labour Courts for adjudication on the eligibility/maintainability/ liability of such claims. Based on management assessment and current status of the above matter, the management is confident that no additional provision is required in the financial statements as on March 31, 2024.

(iii) In respect of income tax demand under dispute INR 1,071 Lakhs (previous year INR 1,051 Lakhs) against the same the Company has paid tax under protest of INR 1,054 Lakhs (previous year INR 1,046 Lakhs). The tax demand are mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act.

(iv) Goods and Service Tax authorities have raised additional demands for INR 49 lakhs (Previous Year: Nil ) for financial year 2017-18 against the same the Company has paid tax under protest of INR 1 lakh (previous year Nil). Based on management assessment and current status of the above matter, the management is confident that no provision is required in the financial statements as on March 31, 2024.

The Company is contesting the demands before the appropriate appellate authorities and the management believes that Company's tax positions are likely to be upheld by such authorities. No tax expenses have been accrued in the financial statements for these tax demands.

ii) Transactions with related parties

Refer note 33 A

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (other than InterCorporate Deposits) . There have been no guarantees provided or received for any related party receivables or payables.

Note 34 : Segment information

As per Ind AS 108 - Operating Segments, the Company has two reportable Operating Segments viz. Printing & Publishing of Newspaper & Periodicals and Digital. The financial information for these reportable segments has been provided in Consolidated Financial statements as per Ind-AS 108 - Operating Segments.

The Chief Operating Decision Maker (CODM) of the Company monitors the operating results of the above-mentioned business unit for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements. Also, the Company's financing (including finance costs and finance income) and income taxes are managed on a Company basis and are not allocated to operating segments.

Geographical revenue is allocated based on the location of the customers. The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risks and returns and hence, it has been considered as to be operating in a single geographical location.

Information about major customers:

No single customer represents 10% or more of the Company's total revenue during the year ended March 31, 2024 and March 31, 2023.

Note 35 : Hedging activities and derivatives Derivatives not designated as hedging instruments

The Company uses foreign exchange forward contracts, call spread option, Seagull option, interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts are not designated as cash flow hedges other than other than ECB Loan. These contracts are not designated as cash flow hedges and are entered into for periods consistent with underlying transactions exposure.

Derivatives designated as hedging instruments

The Company has taken USD 100 Lakhs ECB Loan with floating rate of interest. The Company has taken Call Spread option to mitigate foreign currency risk in relation to repayment of principal amount of USD 100 Lakhs and Interest Rate Swap (Floating to Fixed) to mitigate interest rate risk. The Company designates (Cash Flow Hedge):

• Intrinsic Value of Call Spread option to hedge foreign currency risk for repayment of Principal Amount in relation to ECB Loan availed in USD.

• Interest Rate Swap (Floating to Fixed) to hedge interest rate risk in respect of Floating rate of interest in relation to ECB Loan .

Hedge Effectiveness

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The Company performs a qualitative assessment of effectiveness. As all critical terms matched during the year, the economic relationship was effective.

The management assessed that fair value of trade receivables, cash and cash equivalents, loans, other bank balances, other current non- derivative financial assets, short- term borrowings, trade payables, lease liabilities and other current non- derivative financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

- The fair values of the investment in unquoted equity shares/ debt instruments have been estimated using Market Approach and/or Option Pricing Model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted investments.

- The Company has investment in quoted mutual funds being valued at Net Asset value.

- Investments in quoted market linked debentures/ Perpetual Bonds being valued being valued basis fair valuation available in market/public domain.

- The Company invests in quoted equity shares valued at closing price of stock on recognized stock exchange.

- The Company enters into derivative financial instruments such as foreign exchange forward contracts, call option spreads, interest rate swaps etc. being valued using valuation techniques, which employs the use of market observable inputs. The company uses Mark to Market valuation provided by Bank for valuation of these derivative contracts.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2024 and March 31, 2023 are as shown below:

Note 37: Financial risk management objectives and policies

The company's principal financial liabilities, other than derivatives, comprise loans and borrowings and trade & other payables. The main purpose of these financial liabilities is to finance the company's operations and to support its operations. The company's principal financial assets, other than derivatives comprise investments, loans given, trade and other receivables and cash and cash equivalents that derive directly from its operations. The company also enters into foreign exchange derivative transactions.

The company is exposed to market risk, credit risk and liquidity risk. The company's senior management oversees the mitigation of these risks. The company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the company's policy that no trading in foreign exchange derivatives for speculative purposes will be undertaken. The policies for managing each of these risks, which are summarised below:-

1) Market risk

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

The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other postemployment obligations and provisions.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2024 and March 31, 2023.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The companies exposure to the risk of changes in market interest rates relates primarily to-

a) The long-term ECB from bank with floating interest rates

The Company manages interest rate risk by taking interest rate swap (floating to fixed). Refer note 36 for details. The Sensitivity Analysis for impact on OCI in relation to interest rate swap for year ended 31 March 2024 and 2023 :

b) The long-term Inter-company borrowings with floating interest rates (refer note 15A).

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The company's exposure to the risk of changes in foreign exchange rates relates primarily to the company's operating activities (when revenue or expense is denominated in a foreign currency), investments & borrowing in foreign currency etc.

The company manages its foreign currency risk by hedging foreign currency transactions with forward covers and option/swap contracts, if required. These transactions generally relate to purchase of imported newsprint & borrowings in foreign currency.

When a derivative is entered into for the purpose of being a hedge, the company negotiates the terms of those derivatives to match the terms of the underlying exposure.

Foreign currency sensitivity- Unhedged Foreign Currency Exposure

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the company's profit before tax is due to changes in the fair value of monetary assets and liabilities.

(iii) Equity/Preference price risk

The company's listed and non-listed equity/preference securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity/ preference price risk through diversification and by placing limits on individual and total equity/preference instruments. Reports on the equity/preference portfolio are submitted to the company's senior management on a regular basis. The company's Investment Committee approves all equity/preference investment decisions.

2) Credit risk

Credit risk is the risk that 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 (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and Other Financial Assets at amortised cost

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 10A and 6C. The Company does not hold collateral as security other than secured trade receivables (refer Note 10A)

The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the company's policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity mechanism.

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of Bank loans & liquid MF Investments.

86% of the Company's borrowings will mature in less than one year at March 31, 2024 (March 31, 2023: 100%) based on the carrying value of borrowings reflected in the financial statements.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/ cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.

The Company has positive working capital position and positive Net Assets position as on 31 March, 2024. Accordingly, no liquidity risk is perceived. The Company has available undrawn borrowing facilities of INR 49,014 lakhs as at 31 March, 2024 (March 31, 2023: INR 50,615 lakhs).

Collateral

The Company has pledged part of its Investment in Mutual Funds in order to fulfill the collateral requirements for Borrowing. At March 31, 2024 and March 31, 2023, the invested values of the Investment in Mutual Funds pledged were INR 15,583 Lakhs Fair value [Original cost: INR 13,353 Lakhs] and INR 17,125 Lakhs Fair value [Original cost: INR 15,853 Lakhs] respectively. The counterparties have an obligation to return the securities to the company and the company has an obligation to repay the borrowing to the counterparties upon maturity/ Due Date / mutual agreement. There are no other significant terms and conditions associated with the use of collateral securities except pledge given against outstanding Bank facilities (details are provided in borrowing note, refer note 15 A).

Note 38: Standards issued but not yet effective

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2024

Leases as Lessor v) Operating lease

The Company has entered into operating leases on its Property, Plant and Equipment (Refer Note 3) and Investment Property (refer note 4).

Rental income recognised by the Company during 2023-24 is INR 766 Lakhs (Previous year INR 669 Lakhs) (refer note 19).

As at September 30, 2020, certain Land and Building was classified as “Non-current assets held for sale” due to outsourcing of printing work at certain units. As at March 31, 2024, the company is able to dispose of substantial Land and Building and the Company remains committed to its plan to sell the balance. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. Impairment of INR 23 Lakhs has been recognised during year ended March 31, 2024 (Previous year INR 12 Lakhs).

As at March 31, 2023, certain Leasehold Land was re-classified from ""Right-of-use assets"" to “Non-current assets held for sale” being held for sale. During the year ended March 31, 2024, the company is able to dispose off the same in entirety. No impairment has been recognised during year ended March 31, 2024 and March 31, 2023.

As at March 31, 2023, certain Land and Building was re-classified from ""Investment Property"" to “Non-current assets held for sale” being held for sale. During the year ended March 31, 2024, the company is able to dispose of partial Investment Property and the Company remains committed to its plan to sell the balance. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. No impairment has been recognised during year ended March 31, 2024 and March 31, 2023.

Further, during year ended March 31, 2024, certain additional Investment Property has been has been re-classified from "Investment Property" to “Non-current assets held for sale” being held for sale. Disposal is expected within one year of classification as held for sale. These assets are being measured at the lower of its carrying amount and fair value less costs to sell. No impairment has been recognised during year ended March 31, 2024.

Non-current assets held for sale relating to property, plant and equipment" and "Non-current assets held for sale relating to Right-of-use asset" are being presented as part of "Printing and publishing of newspaper and periodicals segment" as part of Segment information in accordance with Ind AS 108 Operating Segments.

"Non-current assets held for sale relating to investment property" are being presented as part of ""Unallocated segment"" as part of Segment information in accordance with Ind AS 108 Operating Segments."

Note 44: Business Combination [Acquisition of HTCSLLP Business from HTCSLLP, a joint venture LLP)

On February 20, 2024, Hindustan Media Ventures Limited (HMVL or “the Company”) has entered into Slump Sale Agreement with HT Content Studio LLP (HTCSLLP), a joint venture LLP, to acquire “HTCSLLP Business” from HTCSLLP as a 'going concern' on a slump sale basis. In the regard, the Company has settled consideration of INR 203 Lakhs in cash on March 4, 2024 (Acquisition date).

The acquisition was carried out by the Company since the partners of HTCSLLP are desirous of winding up HTCSLLP by carving out its existing business to the Company via slump sale on a going concern basis.

The fair value of the trade receivables amounts to INR 7 lakhs. None of the trade receivables is credit impaired and it is expected that the full contractual amounts can be collected.

Transaction costs were expensed and are included in other expenses.

From the date of acquisition, HTCSLLP business have contributed INR 9 lakhs of revenue (including other income) and INR 8 lakhs of profit before tax to the Company for year ended March 31, 2024. If the acquisitions had occurred on April 1, 2023, revenue and profit/(loss) before tax for the year ended March 31, 2024 would be INR 354 lakhs and INR 61 Lakhs respectively.

Note 46: Other Statutory information

(i) 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.

(ii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

(iii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

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

(vi) There are no funds which 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(vii) There are no funds which have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

a) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(viii) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC (the same is not required to be registered with RBI as not being Systemically Important CIC ).

(ix) The company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(xi) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year