7. Provisions and Contingent Liabilities and Contingent Assets

A provision is recognised only when there is a present legal or constructive obligation as a result of a past event that probably requires an outflow of resources to settle the obligation and in respect of which a reliable estimate can be made. Provision is not discounted to its present value and is determined based on the best estimate required to settle the obligation at the Balance Sheet date. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions and Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date. Contingent Assets and related income are recognised when there is virtual certainty that inflow of economic benefit will arise.

A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.

8. Revenue Recognition

Revenue recognition is based on the delivery of performance obligations and an assessment of when control is transferred to the customer. Revenue is recognised either when the performance obligation in the contract has been performed (point in time' recognition) or ‘over time' as control of the performance obligation is transferred to the customer. The Company enters into contracts which have combinations of services which are generally capable of being distinct and are accounted as separate performance obligations.

The transaction price, being the amount to which the Company expects to be entitled and has rights to under the contract is allocated to the identified performance obligations. The transaction price will also include an estimate of any variable consideration based on the achievement of agreed targets. Variable consideration is not recognised until the performance obligations are met. Revenue is stated exclusive of Goods and Service tax and other taxes, which are subsequently remitted to the government authorities. Following are the revenue recognition principles for major streams of business:

a. Commission Revenue in respect of advertisements placed with media by the Company on behalf of its clients (net of trade discount, as applicable) is recognised on telecast or publishing of the advertisements.

b. Revenue from creative jobs and other media related services is recognised at a point in time or over a period based on assessment of the terms of respective agreements.

The amount of revenue recognised depends on whether the Company acts as an agent or as a principal.

Certain arrangements with customers are such that the Company's responsibility is to arrange for a third party to provide a specified good or service to the customer. In these cases the Company is acting as an agent as the Company does not control the relevant good or service before it is transferred to the client. When the Company acts as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as work in progress until billed.

The Company acts as principal when the Company controls the specified good or service prior to transfer. When the Company acts as a principal, the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised at the gross amount billed with a corresponding amount recorded as an expense.

9. Other Income

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Dividend income is recognised when the right to receive the amount is established.

10. Employee benefits

a. Defined contribution plans

Provident Fund: Contribution towards provident fund is made to the regulatory authorities. Such benefits are classified as Defined Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Employee State Insurance: Fixed contributions towards contribution to Employee State Insurance etc. are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and where services are rendered by the employees.

b. Defined Benefit Plans

Gratuity: The Company provides for gratuity, a defined benefit plan (the "Gratuity Plan") covering eligible employees in accordance with the Payment of Gratuity Act, 1972 as amended. The Gratuity Plan provides a lump sum payment to vested employees at the time of separation, retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period by an independent Actuary. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in the Statement of profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

Defined benefit costs are categorised as follows:

i. Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

ii. Net interest expense or income; and

iii. Remeasurements

The Company presents the service costs in profit or loss in the line item ‘Employee benefits expense'. Net interest expense or income is recogised within employee benefit expenses (refer note 31). Curtailment gains and losses are accounted for as past service costs. Remeasurement, comprising actuarial gains and losses, (excluding net interest), recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Company's defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognised at the earlier of when the Company can no longer withdraw the offer of the termination benefit and when the Company recognises any related restructuring costs.

c. Long Term Employee Benefits:

The Company accounts for its liability towards compensated absences based on actuarial valuation done as at the Balance Sheet date by an independent actuary using the Projected Unit Credit Method. The liability includes the long-term component accounted on a discounted basis and the short-term component which is accounted for on an undiscounted basis.

d. Short-term and other long-term employee benefits:

A liability is recognised for benefits accruing to employees in respect of wages and salaries in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees upto the reporting date.

11. Foreign currency transactions

Income and expenses in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are recognised in the Statement of Profit and Loss.

Non-monetary items which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

12. Taxation

Income tax expense comprises current tax expense and the net change in deferred taxes recognised in the Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

a. Current tax

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of expense or income that are taxable or deductible

in other years and it further excludes items that are never taxable or deductible. The Company's liability for tax is calculated using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if, the Company:

i) has a legally enforceable right to set off the recognised amounts; and

ii) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

b. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if:

a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable Company.

Deferred tax asset / liabilities in respect of temporary differences which originate and reverse during the tax holiday period are not recognised. Deferred

tax assets / liabilities in respect of temporary differences that originate during the tax holiday period but reverse after the tax holiday period are recognised. Deferred tax assets on unabsorbed tax losses and tax depreciation are recognised only to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The tax effect is calculated on the accumulated timing differences at the year-end based on the tax rates and laws enacted or substantially enacted on the balance sheet date.

Current and deferred tax for the year:

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for business combination, the tax effect is included in the accounting for the business combination.

A new section 115BAA was inserted in the Income Tax Act, 1961, by The Government of India on September 20, 2019 vide the Taxation Laws (Amendment) Ordinance 2019 which provides an option to companies for paying income tax at reduced rates in accordance with the provisions / conditions defined in the said section. The provisions of MAT are also not applicable upon exercising this option. The Company has availed this option.

13. Lease (Where the Company is the lessee)

The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straightline basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise of fixed lease payments (less any lease incentives), variable lease payments, penalties, etc.

The lease liability is presented as a separate line in the Balance sheet.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

• the lease term has changed or changes in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

• the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is measured by discounting the revised lease payments using the initial discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).

• a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the effective date of the combination.

The Company has made such adjustments during the periods presented.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Company incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under Ind AS 37. The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.

The right-of-use assets are presented as a separate line in Balance sheet. The Company applies Ind AS 36 Impairment of Assets to determine whether a right-of-use asset is impaired.

14. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the profit/ (loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the year, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each year presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

15. Segment Reporting

Operating segments reflect the Company's management structure and the way the financial information is regularly reviewed by the Company's Chief Operating Decision Maker (CODM) who is the Chief Executive Officer of the Company. The CODM considers the business from both business and product perspective based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit / (loss) accounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue, where applicable, is accounted on the basis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assets and liabilities

which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under unallocated revenue / expenses / assets / liabilities.

Changes are made to the segment reporting, wherever necessary, based on the change in the business model duly considering the above factors.

16. Impairment of non-financial assets

The Company assesses at each reporting dates as to whether there is any indication that any Property, Plant and Equipment or Other Intangible assets or Investment Property or other class of an asset or Cash Generating Unit (‘CGU') may be impaired. If any such indication exists, the recoverable amount of the assets or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU to which the asset belongs.

An impairment loss is recognized in the Statement of the Profit and Loss to the extent, asset's carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset's fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

17. Events after reporting date

Where events occurring after the balance sheet date till the date when the financial statements are approved by the Board of Directors of the Company, provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the reporting balance sheet date of material size or nature are only disclosed.

18. Non-Current Assets held for Sale

Non-Current Assets classified as held for sale are measured at the lower of the carrying amount and fair value less cost of disposal. Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable, and the asset is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify as a completed for recognition as a completed sale within one year from the date of classification.

19. Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

20. Goods and Service Tax Input Credit

Goods and Service Input Credit is accounted for in the books during the period in which the underlying service received is accounted and where there is no uncertainty in availing/utilizing the same.

21. Related party transactions

Related party transactions are accounted for based on terms and conditions of the agreement / arrangement with the respective related parties. These related party transactions are determined on an arms-length basis and are accounted for in the period in which such transactions occur and adjustments if any, to the amounts accounted are recognised in the period of final determination.

There are common costs incurred by the Holding Company / Other Group Companies on behalf of various entities in the group including the Company. The cost of such common costs are allocated among beneficiaries on appropriate basis and accounted to the extent debited separately by the said related parties.

22. Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in Statement of Profit and Loss in the period of derecognition. Depreciable investment properties have been ascribed a useful life in the range of 30 years.

23. Earnings before interest, tax, depreciation and amortisation (“EBITDA")

The Company presents EBITDA in the Statement of Profit and Loss; this is not specifically required by Ind AS 1. The term EBITDA is not defined in Ind AS. Ind AS compliant Schedule II allows line items,

sub-line items and sub-totals to be presented as an addition or substitution on the face of the Financial Statements when such presentation is relevant to an understanding of the Company's financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the amendments to the Companies Act or under the Indian Accounting Standards.

Measurement of EBITDA:

Accordingly, the Company has elected to present earnings before interest, tax, depreciation and amortisation (EBITDA) before exceptional items as a separate line item on the face of the Statement of Profit and Loss. The Company measures EBITDA before exceptional items on the basis of profit/(loss) from continuing operations including other income. In its measurement, the Company does not include exceptional items, depreciation and amortisation expense, finance costs, and tax expense.

24. Business Combinations of entities or businesses under common control

Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. The assets and liabilities of the transferor entity or business are accounted at their carrying amounts on the date of acquisition subject to necessary adjustments required to harmonise accounting policies. Any excess or shortfall of the consideration paid over the share capital of the transferor entity or business is recognised as capital reserve under equity. The financial information in the financial statements in respect of prior periods shall be restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

4. RECENT ACCOUNTING PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company

14.5 Restriction of Rights

The Company has only one class of equity shares having a face value of Rs.5 per share. Each shareholder is entitled to one vote per equity share held. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

14.6 Shares issued for other than cash:

i) The Company has issued 4,445,714 Equity Shares having a face value of Rs 10 each during the previous year pursuant to the Scheme of Arrangement. Refer note 45 for further details.

ii) The Company has issued and allotted 3,55,65,712 fully paid up ‘bonus shares' at par in proportion of 4 new equity shares of Rs 5 each for every one existing fully paid up equity share of Rs 5 each held on the record date of 25 July 2023.

Nature and purpose of reserves

General Reserve

General reserve represents appropriation of retained earnings and are available for distribution to the shareholders. The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies Act,2013 and rules made thereunder.

Securities Premium

Securities premium represents the premium received on issue of shares over and above the face value of equity shares. The same is available for utilisation in accordance with the provisions of the Companies Act, 2013.

Capital Reserve

The reserve arises on account of business combination pursuant to the Scheme of Arrangement (refer note 45)

Retained earnings

Retained earnings represent surplus/accumulated earnings of the Company and are available for distribution to shareholders. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the standalone financial statements of the Company and considering the requirements of the Companies Act, 2013.

Share application money pending allotment

Pursuant to the Scheme of Arrangement, the Company has issued 44,45,714 new equity shares and cancelled 40,80,000 existing equity shares during the previous year. The Company has given the effect of the Scheme in accordance of Appendix C of Ind AS 103 and restated comparative period financials in the previous year. Therefore, 3,65,714 equity shares (being additional number of Equity Shares) has been disclosed as share application money pending allotment in previous year and subsequently shares has been issued. Please refer note 45 for details.

16.1 Details of working capital and cash credit facilities:

a. Working capital facility from the Bank are secured by:

i) First charge on the current assets and hypothecation of movable fixed assets and fixed deposits (also refer note 10(a) & 13(b))

ii) An equitable mortgage of the property owned by a Director of the Company and also by a corporate guarantee of Hansa Vision India Private Limited (erstwhile holding company)

b. Interest on working capital facility ranges from 8.50% to 9.50% during the current year and 8.50% in previous year.

c. During the current year, the Company utilized short-term working capital facilities provided by HDFC Bank, which were fully repaid before the fiscal year-end. As of 31 March, 2024, the Company maintained a positive balance in its Cash Credit (CC) account.

16.2 Borrowings from HDFC Bank Limited on the basis of Security of Assets

The Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from bank on the basis of security of current assets. The quarterly returns or statements comprising information on book debt, ageing analysis of the debtors/other receivables and other stipulated financial information filed by the Company with such bank are in agreement with the unaudited books of account of the Company of the respective quarters and audited financial statements for the financial year end.

16.3 The terms and conditions laid down by the bank with respect of the above borrowing from bank contain certain stipulations / covenants which the Company has complied with. The bank also confirmed to the Company that the Company has complied with their lending terms as at 31 March 2024 and during the current year the account is in good order.

16.4 Loans from related parties

Loans taken from related parties during the year are unsecured and carries interest rate of 10% (31 March 2023: 9%) per annum. All the loans are repayable within one year from the reporting date.

29 EARNINGS PER SHARE

Basic and Diluted earnings per share

During the year ended 31 March 2024, pursuant to resolution passed by our Board on 21 July 2023 and the approval of shareholders granted in the extra-ordinary General meeting held on 25 July 2023:

(i) the paid-up share capital of the Company has been sub-divided from face value of Rs 10 per equity share to Rs 5 per equity share;

(ii) the authorised share capital of the Company has been increased from Rs 1,000 Lakhs to Rs 3,000 Lakhs divided into 6,00,00,000 equity shares of Rs 5 each.

(iii) the Company has issued and allotted fully paid up ‘bonus shares' at par in proportion of 4 new equity shares of Rs 5 each for every one existing fully paid up equity share of Rs 5 each held on the record date of 25 July 2023.

(iv) the Company has issued and alloted 60,20,101 fully paid up equity shares of Rs 5 each via fresh issue through an initial public offering.

Post sub-division, issue of bonus shares and fresh issue, the issued, subscribed and paid-up equity share capital of the Company stood at Rs 2,523.87 Lakhs divided in 5,04,77,241 fully paid equity shares of Rs 5 each.

Considering the above capital structure changes, in accordance with IND AS 33 - Earnings per share, the earnings and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share are as follows:

31.2 Defined Benefit Plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee subject to ceiling of Rs 20 lakhs. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India. The following table sets out the status of the Gratuity scheme and the amount recognised in the standalone financial statements as per the Actuarial Valuation done by an Independent Actuary:

32 SEGMENT REPORTING

The Company operates in a single operating segment i.e. ‘Integrated Marketing Communications' and the information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of performance focuses on this operating segment. Accordingly, there is single reportable operating segment in accordance with Ind AS 108 ‘Operating Segments'.

33 CAPITAL MANAGEMENT

"For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximise 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 plus net debt. The Company includes within net debt - leases, interest bearing loans and borrowings as reduced by cash and cash equivalents and excluding discontinued operations.

Financial assets and financial liabilities that are not measured at fair value:

The Management considers that the carrying amount of all the financial asset and financial liabilities that are not measured at fair value in the standalone financial statements approximate fair values and, accordingly, no disclosure of the fair value hierarchy is required to be made in respect of these assets/liabilities.

35 FINANCIAL RISK MANAGEMENT

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors has established the Risk Management committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The committee reviews and agrees policies for managing each of these risks, which are summarized below:

35.1 Market Risk

The Company is exposed to market risks such as price, interest rate fluctuation and foreign currency rate fluctuation risks, capital structure and leverage risks.

35.2 Foreign Currency Risk Management:

The Company predominantly undertakes transactions in Indian rupees. The Company undertakes few transactions denominated in foreign currencies and consequently, exposures to exchange rate fluctuation arises. The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk management policy followed by the Company.

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of each reporting period are as follows :

Out of the above foreign currency exposures, none of the monetary assets and liabilities are hedged by a derivative instrument or otherwise.

B. Foreign Currency Sensitivity Analysis

The following table details the company's sensitivity to a 10% increase and decrease in the Indian Rupee against the relevant foreign currencies (USD). 10% is in the rate in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate (USD). The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 10% change in the foreign currency rates (USD). A positive number below indicates an increase in profit or equity where the Indian Rupee strengthens 10% against the relevant currency. For a 10% weakening of the Indian Rupee against the relevant currency (USD), there would be a comparable impact on the profit or equity and balance below would be negative.

35.3 Liquidity Risk Management :

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company. The Company invests its surplus funds in bank fixed deposits which carry minimal mark to market rates.

Interest Risk Management

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates. The Company does not have any long term debt as at reporting date.

The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings. Liquidity and Interest Risk Tables :

The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.

To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

an allowance for doubtful receivables that represents its estimate of expected losses in respect of trade receivables, loans and other receivables (refer note 9, 11 and 12). The credit risk from Government agencies, which form a significant portion of the Company's revenue and receivables, is minimal considering the sovereign nature of the receivables.

Cash and cash equivalents

The Company maintains its cash and cash equivalents with creditworthy banks and reviews it on ongoing basis. The creditworthiness of such banks is evaluated by the management on an ongoing basis and is considered to be good.

Other financial assets

Other financial assets are neither past due nor impaired. The loan to Hansa Vision India Private Limited was fully realised during previous year.

35.5 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

The Management considers that the carrying amount of financial assets and financial liabilities recognized in the standalone financial statements approximate their fair values.

35.6 Offsetting of financial assets and financial liabilities

The Company does not offset financial assets and financial liabilities

The Company has sufficient current assets comprising of Trade receivables, Cash and cash equivalents, Other bank balances, Loans and other current financial assets to manage the liquidity risk, if any, in relation to current financial liabilities. The fact that the Company also has credit facilities w ith Banks, the Company believes that it has enough sources to meet its financial obligations as they fall due, in case of any deficit.

35.4 Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in debt securities. The carrying amount of financial assets represents the maximum credit exposure.

Trade receivables, loans and other receivables

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the businesses periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. The Company establishes

Formulae used for calculation:

a. Current Ratio (times) = Current Assets / Current Liabilities

b. Debt-Equity Ratio = Debt [Non-Current and Current Borrowings and Lease liabilities] / Equity [Equity Share Capital Other Equity ]

c. Debt service coverage ratio = Earnings available for Debt service/ Debt service

Earnings available for Debt Service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc.

Debt service = Interest & Lease Payments Principal Repayments

"Net Profit after tax" means reported amount of "Profit / (loss) for the period" and it does not include items of other comprehensive income.

d. Return on Equity Ratio = Net Profits after taxes /Average Shareholder's equity

e. Trade Receivable Turnover (times) = Gross Billings / Average Trade Receivables (Simple Average: Opening Closing)

f. Trade Payable Turnover (times) = Net Credit Purchases / Average Trade Payables (Simple Average: Opening Closing)

g. Net Capital Turnover = Gross Billings / Working Capital ( Current Assets - Current Liabilities)

h. Net Profit Ratio = Net Profit After Tax /Revenue from Operations

i. Return on Capital employed = EBIT/ Capital Employed ( Total Debt Tangible Net Worth Deferred Tax Liability)

38.2 Commitments

The Company has other commitments for purchase/sale orders which are issued considering the requirements per operating cycle for purchase/sale of services, employee benefits. The Company does not have any long-term commitments or material non-cancellable contractual commitments/contracts, which might have material impact on the financial statements.

39 WILFUL DEFAULTER

The Company has not been declared as a wilful defaulter by any bank, finacial institutions or any other lender.

40 DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

During the current and previous year the Company has not traded or invested in Crypto or Virtual Currency.

41 UNDISCLOSED INCOME

There are no transactions which are 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.

42 UTILISATION OF BORROWED FUNDS

a) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kinds of funds) to any other persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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 or entities, 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 to or on behalf of the Ultimate Beneficiaries

The provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with the transactions of the Company during the year and the transactions are not violative of the Prevention of MoneyLaundering act, 2002 (15 of 2003).

43 CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act 2013 (the Act), the Company was required to spend Rs.26.77 lakhs, being 2% of the average net profits for the three immediately preceding financial years (calculated in accordance with the provisions of Section 198 of the Act), in pursuance of its Corporate Social Responsibility Policy. A CSR committee has been formed by the Company as per the Act.

44 DECLARATION AND PAYMENT OF DIVIDEND

Dividends paid during the year ended 31 March 2024 include an amount of Rs 4.00 per equity share towards dividend for the year ended 31 March 2023 amounting to Rs.177 lakhs. Dividends paid during the year ended 31 March 2023 include an amount of Rs 5.00 per equity share towards dividend for the year ended 31 March 2022 amounting to Rs.204 lakhs.

The Board of Directors at its meeting held on 24 May, 2024 have recommended payment of dividend of Rs. 2 per equity share of face value of Rs.5 each for the financial year ended 31 March 2024, amounting to Rs.1,009.54 lakhs.The proposed dividend is subject to approval by shareholders at the ensuing Annual General Meeting of the Company.

The Company has complied with provisions of Section 123 of Companies Act, 2013 with respect to declaration and payment of proposed final dividend during respective years.

45 ACCOUNTING FOR THE SCHEME OF ARRANGEMENTS

The Board of Directors of Hansa Vision India Private Limited (Holding company before demerger) and Board of Directors of the Company at their respective meeting held on 8 November 2022, approved the Scheme of Arrangement of Demerger of the Marketing Communication and Allied Businesses division ("MARCOM" or "demerged undertaking") of Hansa Vision India Private Limited ("HVIPL" or "Demerged Company"), and transfer to the Company ("Resulting Company") under section 233 read with section 230 to 232 of the companies Act,2013, with effect from 1 September 2022, ("The Appointment Date") subject to obtaining necessary approvals of Regional Director (RD) at Chennai.

The said Scheme received the approval of the Regional Director and other statutory and regulatory authorities on 24 January 2023. The Scheme has become effective from 8 February 2023.

As per the share swap ratio approved by RD in its Order, the Company has allotted Equity Shares in the ratio of 1,000 Equity Shares of Rs 10 each for every 6,660 Equity Shares of Rs 10 each held by the shareholders of HVIPL. Therefore, the Company has issued 44,45,714 Equity Shares of Rs 10 each ("New Equity Shares") to Shareholders of HVIPL during the year ended 31 March 2023. Further, as per the Order, existing Equity Shares of the Company held by HVIPL comprising of 40,80,000 shares (including 14,33,000 equity shares acquired during the previous year) of Rs 10 each stand cancelled. Hence, HVIPL ceases to continue as Holding Company w.e.f. 8 February 2023.

The Merger is accounted as per the "pooling of interest" method since the conditions as per the requirements of Ind AS 103 - Business Combinations of entities under common control are met. Further, previous year numbers have been restated as per the requirements of Ind AS 103 from the earliest period presented i.e 1 April 2021, as if the Appointed date is 1 April 2021. Accordingly, the carrying values of the assets and liabilities pertaining to the MARCOM Division as appearing in the standalone financial statements of the Demerged Company have been recorded in the books of the Company. All the transaction of MARCOM Division were carried out on behalf the Company and the same is recorded as receivables as at 31 March 2023 from the Demerged Company. The said receivables have been fully received during the current year amounting to Rs. 178.47 lakhs.

46 INVESTMENTS IN IL&FS SECURITIES BY PROVIDENT FUND TRUST ADMINISTERED BY THE COMPANY AND RELATED ACCOUNTING

The Company had an exempted (exempted from the operation of the provisions of the Employees Provident Funds Scheme, 1952) Provident Fund (PF) Trust (Trust) which was administered by it and as per the trust deed, the Company shall make good any deficiency in the interest rate declared by the Trust below the statutory limit as well as any loss on account of investments made by the Trust. The Company had surrendered the exemption in the month of August 2019 and effective 1 October 2019, pursuant to an in-principle acceptance by the PF Department of the surrender of exemption subject to specified conditions, the Company started making contributions to the fund administered by the Central Government of India for qualifying employees. Consequent to the surrender of exemption in August 2019, the Company initiated the process of transfer of investments held by the Trust in favour of the PF Department in September 2019 and had also committed to the PF Department that any losses on account of the investments held by the PF Trust would be borne by the Company. The PF Department had carried out a special audit of the PF Trust and the settlement process related to the surrender of exemption with the PF Department was completed in the financial year ended 31 March 2022.

As part of the investments held by the PF Trust at the time of surrender, an amount of Rs. 331 lakhs were investments in the securities of Infrastructure Leasing & Finance Services Limited, in respect of which the proceedings before the National Company Law Appellate Tribunal (NCLAT) are ongoing since 2018-2019. The PF Department required the Company to pay the amount of principal and the interest shortfall in respect of this investment and during the year ended 31 March 2022, the Company has paid an amount of Rs. 417.14 lakhs to the PF Department, comprising of Rs. 331.00 lakhs of the principal portion and Rs. 86.44 lakhs being the interest/other charges for the period upto the date of settlement. The securities of IL&FS have been transferred in the name of the Company in April 2022 and the Company is awaiting the outcome of the proceedings before the NCLAT.

Considering the obligations of the Company pursuant to the Trust Deed, the commitment to the PF Department that any losses on account of the investments held by the PF Trust would be borne by the Company and the ongoing proceedings relating to IL&FS at the NCLAT, the Company has accounted for Rs. 331.00 lakhs as provision towards shortfall in realization of the principal value of investments (Provision for Expected PF Trust Loss) on grounds of prudence and has debited the retained earnings on 1 April 2020, the earliest balance sheet presented, in respect of the same. Interest/ other charges obligations upto 1 April 2020 of Rs. 29.54 lakhs has been accounted in retained earnings and interest differential for the periods ended 31 March 2021 and 31 March 2022 of Rs. 36.14 lakhs and Rs. 20.76 lakhs has been accounted in the Statement of Profit and Loss for these periods, respectively.

As part of ongoing proceeding before NCLAT, the Company has received Rs 10.75 lakhs for the year ended 31 March 2024 (31 March 2023: Rs. 29.33 lakhs) against the said investment which the Company has accounted as income.

47 UTILISATION OF IPO PROCEEDS

During the year, the company has completed initial public offering (IPO) of ? 42,356.00 lakhs (including fresh issue of ? 17,300.00 lakhs) comprising of (i) equity shares of 58,79,751 each at an issue price of ? 288 per share towards fresh issue of equity shares (ii) equity shares of 87,00,000 each at an issue price of ? 288 per share towards offer for sale (iii) equity shares of 1,40,350 each at an issue price of ? 261 per share for employee quota towards fresh issue. The equity shares of the company were listed on National Stock Exchange of India Limited and BSE Limited w.e.f 12 March 2024. The Company has incurred issue expenses amounting to Rs 4,127.22 lakhs. These expenses are borne by the Company and Selling Shareholders, in proportion of the Equity Shares issued by the Company and sold by each of the Selling Shareholders in the Offer for Sale and in accordance with Applicable Law amounting to Rs.1,667.48 lakhs and Rs.2,459.74 lakhs respectively. The Company's share of expense of Rs.1,425.78 lakhs (excluding taxes) has been adjusted against Securities Premium as at 31 March 2024.

48 ADDITIONAL DISCLOSURES

(i) Title deeds of Immovable Properties not held in name of the Company:

The Company does not hold any immovable properties whose title deeds are not in the name of the Company (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee).

(ii) Loans or Advances:

The Company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are:

(a) repayable on demand; or

(b) without specifying any terms or period of repayment,

(iii) Intangible Assets under Development:

No assets have been classified as intangible assets under development.

(iv) Details of Benami Property held:

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.

(v) Relationship with Struck off Companies:

The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(vi) Registration of charges or satisfaction with Registrar of Companies (ROC):

The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period.

(vii) Compliance with number of layers of companies:

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

49 PREVIOUS YEAR COMPARATIVE

Previous year's numbers have been regrouped/reclassified, wherever necessary, to make them comparable with the figure of the current year.

50 OTHER MATTERS

Information with regards to other matters specified in Schedule III of the Companies Act, 2013 are either Nil or not applicable to the Company.

For and on behalf of the Board of Directors R K SWAMY LIMITED (FORMERLY KNOWN AS R K SWAMY PRIVATE LIMITED AND R.K. SWAMY BBDO PRIVATE LIMITED)

CIN: L74300TN1973PLC006304

Srinivasan K Swamy Narasimhan Krishnaswamy

Chairman and Managing Group Chief Executive Officer

Director and Whole time Director

DIN: 00505093 DIN: 00219883

Place: Mumbai Place: Mumbai

Date: May 24, 2024 Date: May 24, 2024

Desikan Rajagopalan Rajeev Newar

Company Secretary Group Chief Financial Officer

Membership No: A28348

Place: Mumbai Place: Mumbai

Date: May 24, 2024 Date: May 24, 2024