NDL Ventures Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

B.10 Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of
a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is
material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, a receivable is recognised as an asset if it is virtually certain that reimbursements will be received
and the amount of the receivable can be measured reliably.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount
cannot be made. Contingent liabilities are disclosed in the notes. Contingent assets are not recognised in the
financial statements.

Provisions and contingent liabilities are reviewed at each balance sheet date.

B.11 Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the time frame established by regulation or convention in the marketplace.

After initial recognition

(I) Financial assets (other than investments and derivative instruments) are subsequently measured at
amortised cost using the effective interest method.

Effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash receipts (including all fees and points paid or received that form an

integral part of the effective interest rate, transaction costs and other premiums or discounts) through the
expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.

Investments in debt instruments that meet the following conditions are subsequently measured at
amortised cost:

• the asset is held within a business model whose objective is to hold assets in order to collect
contractual cash flow and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely
payments on principal and interest on the principal amount outstanding.

Interest Income on such debt instruments is recognised in profit or loss and is included in the
“Total Income”.

(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of
subsidiaries and associates) are subsequently measured at fair value.

Such financial assets are measured at fair value at the end of each reporting period, with any gains (e.g.
any dividend or interest earned on the financial asset) or losses arising on re-measurement recognised
in profit or loss and included in the “Total Income”.

Investments in equity instruments of subsidiaries and other equity instruments

The Company measures its investments in equity instruments of subsidiaries at cost less impairment, if any, in
accordance with Ind AS 27.

All other equity investments are measured at fair value. Equity instruments which are held for trading are classified
as at FVTPL. For equity instruments other than held for trading, the Company has irrevocable option to present
in OCI subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument
basis. The classification is made on initial recognition and is irrevocable.

Where the Company classifies equity instruments as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to Statement of
Profit and Loss, even on sale of investment.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in
the Statement of Profit and Loss.

Impairment of financial assets

A financial asset is regarded as credit impaired when one or more events that may have a detrimental effect on
estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for
recognising impairment loss (i.e. the shortfall between the contractual cash flows that are due and all the cash
flows (discounted) that the Company expects to receive, discounted at the original effective interest rate) and credit
risk exposure on the following financial assets;

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities,
deposits, and bank balance.

b) Trade receivables - The application of simplified approach does not require the company to track changes in
credit risk. Rather, it recognises impairment loss allowance based on lifetime expected credit losses at each
reporting date, right from its initial recognition. Trade receivables are tested for credit impairment on a specific
basis after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc.
and expectations about future cash flows.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, it estimates the asset''s recoverable
amount. An asset''s recoverable amount is the higher of an asset''s or Cash Generating Units'' (''CGU'') fair value less
costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down
to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. For the purpose of assessing impairment of
the cash inflows from other assets or Company''s assets cash-generating units (CGU).

Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end
of each reporting period.

De-recognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to
another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership
and continues to control the transferred asset, the Company recognises its retained interest in the asset and
an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the
difference between the asset''s carrying amount and the sum of the consideration received and receivable is
recognised in the Statement of profit and loss.

Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all
of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct
issue costs.

Repurchase of the Company''s own equity instruments is recognised and deducted directly in equity. No gain
or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company''s own equity
instruments.

Financial liabilities

All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the
effective interest method. The carrying amounts of financial liabilities that are subsequently measured at amortised
cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs
of an asset is included in the “Finance Costs”.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments (including all fees and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

De-recognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company''s obligations are discharged,
cancelled or have expired. An exchange between with a lender of debt instruments with substantially different
terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial
liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable
to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and
the recognition of a new financial liability. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in Statement of Profit or loss.

B.12 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term deposits
(with an original maturity of three months or less) highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of

the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined
above, as they are considered an integral part of the Company''s cash management.

B.13 Cash flow statement

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 any deferrals or accruals of past or future
operating cash receipts or payments and item of income or expenses associated with investing or financing
cash flows. The cash flows from operating, investing, and financing activities of the Company are segregated.

B.14 Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.

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

B.15 Critical accounting judgments and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company''s Management to
make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised
in the financial statements that are not readily apparent from other sources. The judgements, estimates and
associated assumptions are based on historical experience and other factors including estimation of effects
of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates (accounted on a prospective basis) and recognised in the period in which the estimate is revised if
the revision affects only that period, or in the period of the revision and future periods of the revision affects
both current and future periods.

The following are the critical judgements and estimations that have been made by the Management in the
process of applying the Company''s accounting policies and that have the most significant effect on the
amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the
reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.

(i) Taxation

Tax expense is calculated using applicable tax rate and laws that have been enacted or substantially
enacted. In arriving at taxable profit and all tax bases of assets and liabilities, the Company determines
the taxability based on tax enactments, relevant judicial pronouncements and tax expert opinions,
and makes appropriate provisions which includes an estimation of the likely outcome of any open tax
assessments / litigations. Any difference is recognised on closure of assessment or in the period in which
they are agreed.

Deferred income tax assets are recognised to the extent that it is probable that future taxable income
will be available against which the deductible temporary differences, unused tax losses, unabsorbed
depreciation and unused tax credits could be utilised.

(ii) Fair value measurements and valuation processes

Some of the Company''s assets and liabilities are measured at fair value for financial reporting
purposes. The Management determines the appropriate valuation techniques and inputs for the fair
value measurements. In estimating the fair value of an asset or a liability, the Company uses market-
observable data to the extent it is available. Where such inputs are not available, the Company engages
third party qualified valuers to perform the valuations in order to determine the fair values based on the
appropriate valuation techniques and inputs to fair value measurements.

(iii) Estimation of defined benefit plans

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions.
Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates, and life
expectancy. The discount rate is determined by reference to market yields at the end of the reporting

period on government bonds. The period to maturity of the underlying bonds correspond to the probable
maturity of the post-employment benefit obligation.

(iv) Contingent liabilities

Contingent liabilities are not recognised in the financial statements but are disclosed in the notes. They
are assessed continually to determine whether an outflow of resources embodying economic benefits
has become probable. If it becomes probable that an outflow of future economic benefits will be required
for an item previously dealt with as a contingent liability, a provision is recognised in the financial
statements of the period in which the change in probability occurs.

B.16 Foreign currency transactions

Foreign exchange transactions are recorded using the exchange rates which approximate to the rates
prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies as
at the balance sheet date are translated at the closing exchange rates on that date.

Any income or expense on account of exchange difference either on settlement or translation of monetary
items is recognised in the Statement of profit and loss.

i) Terms/Rights attached to equity shares:

The Company has only one class of shares referred to as equity shares having a face value of ? 10 per share.
Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees. Payment of dividend is also made in foreign currency
to shareholders outside India. The final dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.

Proposed dividend for FY 2024-25 is ? 0.50/- per equity share of face value of ? 10/- each (Previous year - ? 1/-
per equity share of face value of ? 10/- each), subject to approval at the ensuing Annual General Meeting of the
Company and hence is not recognised as a liability.

As per the Companies Act, 2013, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts in the event of liquidation of the Company. However, no such
preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the
shareholders.

(i) Capital Reserve :

Excess of net assets acquired over consideration paid/payable.

(ii) Retained earnings :

This reserve represents the surplus of the statement of profit and loss. The amount can be distributed by the
company as dividends to its equity shareholders and is determined based on the financial statements of the
Company and also considering the requirements of the Companies Act, 2013.

(iii) Remeasurement gain / (loss) on defined benefit obligations:

The company has recognised remeasurement loss on defined benefit plans in other comprehensive income (OCI).
These changes are accumulated within the OCI reserve within Other equity. The company transfers amounts from
this reserve to retained earnings when the relevant obligations are derecognised.

22 Litigations and claims

As a part of its real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli
Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though
in receipt of sale consideration did not fulfil its legal obligation to transfer the title in the name of the Company, the
Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was
passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli.
A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and subsequently, the Hon''ble High
Court of Karnataka vide order dated 19.07.2019 has quashed the criminal complaint filed before the Court at
Devanahalli and the proceedings is disposed of as such. The suit for Specific Performance in the Civil Court is
pending. The Department of Revenue, Government of Karnataka, has also raised certain issues relating to the title
of the land which are being addressed by the Company.

The Company''s activities expose it to a variety of financial risks: Market risk, credit risk, liquidity risk. The Company
has a risk management policy which covers risks associated with the financial assets and liabilities. The risk
managemet policy is approved by the Board of Directors. The focus of the policy is to assess the upredictability of
the financial environment and to mitigate potential adverse effects on the financial performace of the company.

i. 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 risks: interest rate risk, currency risk and other
price risk.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value of 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 inter corporate deposits. The Company''s inter corporate
deposits with fixed interest rate is primarily short-term, which do not expose it to significant interest
rate risk.

b. Foreign Currency Risk and Other price risk

The Company is not exposed to any foreign currency risk and other price risk as the company is not
dealing in any foreign operation nor it is having any investments.

i. 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 investment securities. Credit risk arises from cash held with banks
and financial institutions, as well as credit exposure to clients, including outstanding accounts
receivable. The maximum exposure to credit risk is equal to the carrying value of the financial
assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
The Company assesses the credit quality of the counterparties, taking into account their financial
position, past experience and other factors.

The Company is not exposed to credit risk as there are no trade receivables as on March 31,2025.
a. Inter Corporate Deposits

Inter Corporate Deposits of '' 4,467.80 lakh receivable as on March 31, 2025 (PY. '' 4,904.80 lakh)
are with a Company having a good financial position & credit rating in the market.

ii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due.

Liquidity risk management

The Company''s corporate treasury department is responsible for liquidity and funding as well as
settlement management. In addition, processes and policies related to such risks are overseen by
senior management. Management monitors the Company''s net liquidity position through rolling
forecasts on the basis of expected cash flows.

The Company ensures that it has sufficient cash on demand to meet expected operational
expenses for a month, including the servicing of financial obligations, this excludes the potential
impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters
and epidemics such as COVID-19.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date.
The amounts are gross and undiscounted, and include estimated interest payments and exclude
the impact of netting agreements.

Equity share capital and other equity are considered for the purpose of Company''s capital
management. The Company manages its capital so as to safeguard its ability to continue as a going
concern and to optimise returns to shareholders. The capital structure of the Company is based on
management''s judgment of its strategic and day-to-day needs with a focus on total equity so as to
maintain investor, creditors and market confidence. The management and the Board of Directors
monitors the return on capital to shareholders. The Company, if necessary, may take appropriate
steps in order to maintain or adjust its capital structure.

The Company''s aim is to manage its capital efficiently so as to safeguard its ability to continue as a
going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management''s judgement and in order to
maintain or adjust the capital structure the Company may adjust the amount of dividend if any paid
to shareholders, returned capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with the focus on total equity
so as to maintain investors, creditors and market confidence and to sustain future development and
growth of its business.

27 Employee benefits expense

The Company has classified various benefits provided to employees as under:
i. Defined contribution plan

a) Provident fund

b) State defined contribution plans

i. Employer''s contribution to employees'' state insurance

ii. Employer''s contribution to Employees'' Pension Scheme, 1995.

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

30 The Board of Directors of the Company, at its meeting held on November 25, 2022, has inter alia accorded approval
for a Scheme of Arrangement of Merger by absorption of Hinduja Leyland Finance Limited into the Company. The
said Scheme/ Merger is subject to necessary statutory/ regulatory approvals and approval of shareholders and
accordingly, no effect has been given in this Financial statements.

31 Additional regulatory information required by Schedule III to the Companies Act, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or
are pending against the Company for holding benami property under the Benami Transactions (Prohibition)
Act, 1988 (as amended in 2016) and rules made thereunder.

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

(iii) The Company has not come across any transaction occurred with struck-off companies under section 248 of
the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or
government or any government authority.

(v) The Company does not have any charges or satisfaction of charges which is yet to be registered with the
Registrar of the Companies beyond the statutory period.

(vi) The Company has complied with the requirement with respect to number of layers as prescribed under
section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules,
2017.

(vii) Utilization of borrowed funds and share premium :

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

(a) 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

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

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

(a) 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

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(viii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income
Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

32 (a) The financial statements are approved for issue by the Audit Committee and the Board of Directors at their

respective meetings conducted on April 29, 2025.

(b) The Board of Directors at its meeting conducted on April 29, 2025 have recommended a dividend of '' 0.50/-
per share (on par value of '' 10 each per equity share) for the year ended March 31,2025, to be approved by
the Shareholders in the ensuing Annual General Meeting of the Company.

33 Previous year''s figures are re-grouped, re-classified and re-arranged, wherever considered necessary to conform
to current year''s presentation.

As per our report of even date For and on behalf of NDL Ventures Limited

For S K Patodia & Associates LLP (Formerly known as “NXTDIGITAL Limited”)

Chartered Accountants CIN: L65100MH1985PLC036896

Firm''s Registration No : 112723W/W100962

Sd/- Sd/-

Sudhanshu Tripathi Munesh Khanna

Chairman Director

DIN 06431686 DIN 00202521

Sd/- Sd/- Sd/-

Ankush Goyal Amar Chintopanth Sumati Sharma

Partner Whole Time Director & CFO Company Secretary

Membership No. 146017 DIN 00048789 ACS 51019

Place : Mumbai Place : Mumbai

Date : April 29, 2025 Date : April 29, 2025

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Mar 31, 2024

B.10 Provisions and Contingent Liabilities

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursements will be received and the amount of the receivable can be measured reliably.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed in the notes. Contingent assets are not recognised in the financial statements.

Provisions and contingent liabilities are reviewed at each balance sheet date.

B.11 Non-current assets held for sale (Discontinued operation)

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations. The results of discontinued operations are presented separately in the statement of profit and loss.

Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset and its sale is highly probable. The Management must be committed to the sale, which should be expected to qualify for recognition as completed sale within one year from the date of classification as held for sale, and actions required to complete the plan of sale should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Upon classification, non-current assets held for sale are measured at the lower of carrying amount and fair value less costs to sell and are presented separately from the other assets under ''Current Assets'' in the balance sheet. Liabilities associated if any, with non-current assets classified as held for sale, are disclosed under ''Current liabilities'' in the Balance Sheet.

B.12 Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial Assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

After initial recognition

(i) Financial assets (other than investments and derivative instruments) are subsequently measured at amortised cost using the effective interest method.

Effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Investments in debt instruments that meet the following conditions are subsequently measured at amortised cost:

• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flow and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments on principal and interest on the principal amount outstanding.

Interest Income on such debt instruments is recognised in profit or loss and is included in the “Revenue from Operations”.

(ii) Financial assets (i.e. derivative instruments and investments in instruments other than equity of subsidiaries and associates) are subsequently measured at fair value.

Such financial assets are measured at fair value at the end of each reporting period, with any gains (e.g. any dividend or interest earned on the financial asset) or losses arising on re-measurement recognised in profit or loss and included in the “Revenue from Operations”.

Investments in equity instruments of subsidiaries and other equity instruments

The Company measures its investments in equity instruments of subsidiaries at cost less impairment, if any, in accordance with Ind AS 27.

All other equity investments are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For equity instruments other than held for trading, the Company has the irrevocable option to present in OCI subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

Where the Company classifies equity instruments as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Impairment of financial assets

A financial asset is regarded as credit impaired when one or more events that may have a detrimental effect on estimated future cash flows of the asset have occurred. The Company applies the expected credit loss model for recognising impairment loss (i.e. the shortfall between the contractual cash flows that are due and all the cash flows (discounted) that the Company expects to receive, discounted at the original effective interest rate) and credit risk exposure on the following financial assets;

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, and bank balance.

b) Trade receivables - The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime expected credit losses at each reporting date, right from its initial recognition. Trade receivables are tested for credit impairment on a specific basis after considering the sanctioned credit limits, security like letters of credit, security deposit collected etc. and expectations about future cash flows.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, it estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or Cash Generating Units'' (''CGU'') fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. For the purpose of assessing impairment of the cash inflows from other assets or Company''s assets cash-generating units (CGU).

Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

De-recognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. On de-recognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable is recognised in the Statement of profit and loss.

Financial Liabilities and Equity Instruments Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company''s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue, or cancellation of the Company''s own equity instruments.

Financial liabilities

All financial liabilities (other than derivative instruments) are subsequently measured at amortised cost using the effective interest method. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the “Finance Costs”.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

De-recognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

B.13 Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term deposits (with an original maturity of three months or less) highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company''s cash management.

B.14 Cash flow statement

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 any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing, and financing activities of the Company are segregated.

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

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

B.16 Critical accounting judgments and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company''s Management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources. The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) and recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the critical judgements and estimations that have been made by the Management in the process of applying the Company''s accounting policies and that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(i) Taxation

Tax expense is calculated using applicable tax rate and laws that have been enacted or substantially enacted. In arriving at taxable profit and all tax bases of assets and liabilities, the Company determines the taxability based on tax enactments, relevant judicial pronouncements and tax expert opinions, and makes appropriate provisions which includes an estimation of the likely outcome of any open tax assessments / litigations. Any difference is recognised on closure of assessment or in the period in which they are agreed.

Deferred income tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, unabsorbed depreciation and unused tax credits could be utilised.

(ii) Fair value measurements and valuation processes

Some of the Company''s assets and liabilities are measured at fair value for financial reporting purposes. The Management determines the appropriate valuation techniques and inputs for the fair value measurements. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where such inputs are not available, the Company engages third party qualified valuers to perform the valuations in order to determine the fair values based on the appropriate valuation techniques and inputs to fair value measurements.

(iii) Estimation of defined benefit plans

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates, and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligation.

(iv) Contingent liabilities

Contingent liabilities are not recognised in the financial statements but are disclosed in the notes. They are assessed continually to determine whether an outflow of resources embodying economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognised in the financial statements of the period in which the change in probability occurs.

B.17 Foreign currency transactions

Foreign exchange transactions are recorded using the exchange rates which approximate to the rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates on that date.

Any income or expense on account of exchange difference either on settlement or translation of monetary items is recognised in the Statement of profit and loss.

B.18 Recent accounting pronouncements

The Company has applied the following Ind AS pronouncements pursuant to issuance of the Companies (Indian Accounting Standards) Amendment Rules, 2023 with effect from 1st April, 2023. The effect is described below:

a. Ind AS 1 - Presentation of Financial Statements - The amendment requires disclosure of material accounting policies instead of significant accounting policies. In the financial statements the disclosure of accounting policies has been accordingly modified. The impact of such modifications to the accounting policies is insignificant.

b. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - The amendment has defined accounting estimate as well as laid down the treatment of accounting estimate to achieve the objective set out by accounting policy. There is no impact of the amendment on the financial statements.

c. Ind AS 12 - Income taxes - the definition of deferred tax asset and deferred tax liability is amended to apply initial recognition exception on assets and liabilities that does not give rise to equal taxable and deductible temporary differences. There is no impact of the amendment on the financial statements

The Company''s activities expose it to a variety of financial risks: Market risk, credit risk, liquidity risk. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The risk managemet policy is approved by the Board of Directors. The focus of the policy is to assess the upredictability of the financial environment and to mitigate potential adverse effects on the financial performace of the company.

i. 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 risks: interest rate risk, currency risk and other price risk.

a. Interest Rate Risk

Interest rate risk is the risk that the fair value of 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 inter corporate deposits. The Company''s inter corporate deposits with fixed interest rate is primarily short-term, which do not expose it to significant interest rate risk.

b. Foreign Currency Risk and Other price risk

The Company is not exposed to any foreign currency risk and other price risk as the company is not dealing in any foreign operation nor it is having any investments.

i. 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 investment securities. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

The Company is not exposed to credit risk as there are no trade receivables as on March 31,2024. Inter Corporate Deposits

Inter Corporate Deposits of ''4,904 lakhs receivable as on March 31, 2024 are with a Company having a good financial position & credit rating in the market.

ii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

Liquidity risk management

The Company''s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company ensures that it has sufficient cash on demand to meet expected operational expenses for a month, including the servicing of financial obligations, this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters and epidemics such as COVID-19.

The Company''s aim is to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders.

The capital structure of the Company is based on management''s judgement and in order to maintain or adjust the capital structure the Company may adjust the amount of dividend if any paid to shareholders, returned capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with the focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its business.

31 Additional regulatory information required by Schedule III to the Companies Act, 2013

(i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

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

(iii) The Company has not come across any transaction ocurred with struck-off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.

(v) The Company does not have any charges or satisfaction of charges which is yet to be registered with the Registrar of the Companies beyond the statutory period.

(vi) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(vii) Utilization of borrowed funds and share premium :

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

(a) 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

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

(a) 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

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

(viii) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

32 (a) The financial statements are approved for issue by the Audit Committee and the Board of Directors at their

respective meetings conducted on April 30, 2024.

(b) The Board of Directors at its meeting conducted on April 30, 2024 have recommended a dividend of '' 1/- per share (on par value of '' 10 each per equity share) for the year ended March 31,2024, to be approved by the Shareholders in the ensuing Annual General Meeting of the Company.

33 Previous years figures are re-grouped, re-classified and re-arranged, wherever considered necessary to conform to current year''s presentation.

As per our report of even date For and on behalf of

For S K Patodia & Associates LLP NDL Ventures Limited (Formerly known as “NXTDIGITAL Limited”)

Chartered Accountants CIN: L65100MH1985PLC036896

Firm''s Registration No : 112723W/W100962

Sudhanshu Tripathi Anil Harish

Chairman Director

DIN 06431686 DIN 00001685

Ankush Goyal Amar Chintopanth Ashish Pandey

Partner Whole Time Director & CFO Company Secretary

Membership No. 146017 DIN 00048789 FCS No. 6078

Place : Mumbai Place : Mumbai

Date : April 30, 2024 Date : April 30, 2024

---

Mar 31, 2018

Rights, Preferences and Restrictions attached to equity shares.

i) Right to receive dividend as may be approved by the Board of Directors / Shareholders at the Annual General Meeting.

ii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.

iii) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak or e-vote and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.

Notes:

1. Includes an amount of RS.156.76 (in lakh) [Previous Year - RS.7,144.06 (in lakh)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of RS.5,196.15 (in lakh) [Previous Year - RS.3,507.19 (in lakh)] has been deposited by the Company with income tax authorities under protest. The Company has received RS.3,318.99 (In lakh) upto 31st March, 2018 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. As per the assessment order u/s 143(3) of Income Tax Act, 1961 dated 27^th December, 2017 for the A.Y. 2015-16, a demand of RS.39,027,640.00 [Previous year R Nil (in lakh)] is made, of which the Company has deposited RS.7,808,000.00 as a deposit for getting a demand stay (20% of the amount demanded).

With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) Grant Investrade Limited (“GIL”), a wholly owned subsidiary of the Company (upto 30th September, 2017 - Refer Note No. 46) had in the financial year 2014-15, availed a Loan against share facility of RS.29,500.00 lakh [Previous year RS.29,500.00 (in lakh)] from Yes Bank Limited (“YBL”) repayable afteRs.96 months from the date of disbursement. The Company has given an undertaking to YBL that in the event of any shortfall, the Company will infuse additional equity in GIL towards time, cost overrun and losses during the tenor of the loan. Upon demerger of HITS business, with effective date of 1st October, 2016, from GIL to IndusInd Media & Communications Limited (‘IMCL’) (subsidiary of the company), the loan amount has been transferred from GIL to IMCL.

b) The Company has given an undertaking to three banks (i.e. Yes Bank Ltd., Axis Bank Ltd. and RBL Bank Ltd.) to retain shareholding to the extent of 51% in the subsidiary viz. IMCL and 100% in the subsidiary viz. GIL (upto 30th September, 2017 - Refer Note No. 46), until all amounts outstanding under various Facility Agreements entered into by IMCL and GIL with the said banks are repaid in full by IMCL and GIL respectively.

1 Operating leases

Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement with IndusInd Media and Communications Limited (‘IMCL’), a subsidiary of the company relating to office premises extending upto a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of RS.106.56 (in lakh) [Previous Year - RS.104.44 (in lakh)] has been included in ‘Rent’ - Refer Note No. 26 of the financial statements.

Where the Company is a lessor:

The Company has entered into cancellable leasing arrangement with IndusInd Media and Communications Limited ‘(IMCL’), a subsidiary of the company, relating to lease of Dark Fibre Cable owned by the company extending upto a maximum of three years from the respective date of inception which is renewable on mutual consent. Lease rental income of RS.300.00 (in lakh) [Previous Year - RS.300.00 (in lakh)]. (Refer Note No. 20)

A cancellable operating lease of dark optic fibre cable was entered with Planet E-Shop w.e.f. 1st March, 2018, valid for four years and has recognised RS.263.56 lakh for the year ended 31st March, 2018 which has been included in ‘Lease income - Optical Fibre Cable’ - Refer Note No. 20 of the financial statements.

2 MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the earlier years, which is carried forward for a period of fifteen year During the current year, the Company utilised MAT Credit of RS.1,488.82 lakh [Previous Year - R Nil]. The balance MAT will be set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

3 Segment reporting Primary Segment

The Company’s primary business segments are reflected based on principal business activities carried on by the Company. The Company’s primary businesses are as under:

i. Treasury & Investment activities include trading of shares which the Company carries out on its own account, advancing of inter corporate loans and advances and sub-broking activities for shares.

ii. Media & Entertainment activities include the commercial exploitation of Dark Fibre owned by the Company as a licensee under the Telecom regulations and also its strategic investments in a subsidiary in the Cable TV Industry.

iii. Real estate activities include real estate assets (Land) acquired for the purpose of development in future. Secondary Segment

The Company operates solely in one Geographic segment namely “Within India” and hence no separate information for Geographic segment wise disclosure is required.

4 Related party disclosures (as identified by the Management)

I. Individual having control together with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. Grant Investrade Limited (upto 30th September, 2017) (Refer Note No. 46)

2. IndusInd Media & Communications Limited (Effective from 22nd August, 2017 as it was an indirect subsidiary upto the said date)

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Bhima Riddhi Infotainment Private Limited

4. United Mysore Network Private Limited

5. Apna Incable Broadband Services Private Limited

6. Sangli Media Services Private Limited

7. Sainath In Entertainment Private Limited

8. Sunny Infotainment Private Limited

9. Goldstar Infotainment Private Limited

10. Ajanta Sky Darshan Private Limited

11. Darpita Trading Company Private Limited

12. RBL Digital Cable Network Private Limited

13. Vistaar Telecommunication and Infrastructure Private Limited

14. Advance Multisystem Broadband Communications Limited

15. Amaravara Indigital Media Services Private Limited.

16. Vinsat Digital Private Limited (Effective from 2nd January, 2018)

III. Key Management Personnel

1. Mr. Ashok Mansukhani, Managing Director, w.e.f. 30th April, 2018 (Whole-Time Director upto 29th April, 2018)

IV. Enterprises where common control exists and with whom the company has transactions during the year

1. Hinduja Group Limited

2. Hinduja Realty Ventures Limited

3. Hinduja Global Solutions Limited

4. HGS International Services Private Limited

5. Hinduja Energy (India) Limited

6. IN Entertainment (India) Limited

7. Hinduja Finance Limited.

8. Planet E- Shop Holdings India Limited

Notes :

A. Figures in brackets are in respect of the previous year.

B. Includes other long term benefits amounting to RS.29.05 lakh (Previous year RS.13.13 lakh)

C. Includes RS.33.70 lakh (Previous year: RS.39.51 lakh) under unamortised borrowing cost .

D. Non Cash Transaction : During the previous year, the HITS business undertaking of Grant Investrade Limited (GIL) a 100% subsidiary of the Company was de-merged into IndusInd Media Communications Limited (IMCL) another subsidiary of the Company under a Scheme of Arrangement approved by the National Company Law Tribunal, with 1st October 2016 being the Appointed Date. In line with the terms of the Scheme, IMCL alloted equity shares as consideration to the Company. IMCL has alloted 338 shares of face value of RS.10 each for every 100 shares held by Hinduja Ventures Limited in Grant Investrade Limited. IMCL thereby allotted 22,948,239 Equity Shares to Hinduja Ventures Limited.

E. Including shares held jointly with Hinduja Realty Ventures Limited

5 Disclosure in accordance with Accounting Standard 15 ‘Employee Benefits’

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer’s contribution to employees’ state insurance

ii) Employer’s contribution to Employees’ Pension Scheme, 1995

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

* Included in contribution to employees provident and other funds - Refer Note No.23 of the Financial statements.

II Defined Benefit Plan

Gratuity

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was carried out in respect of the aforesaid defined benefit plan of gratuity based on the following assumptions:

The liability for leave encashment and compensated absences as at 31st March, 2018 aggregates RS.22.60 (in lakh) [Previous Year - RS.12.88 (in lakh)].

1) The estimates of future salary increases considered in actuarial valuation, take account of Inflation, seniority, promotion, and other relevant factor, such as supply and demand in the employment market

2) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance sheet date for the estimated term of the obligation.

3) As the defined benefit plan is unfunded, disclosure regarding plan assets is not applicable.

6 The details of derivative instruments and foreign currency exposures are as under:

(i) The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as given below:

Amounts payable in foreign currency on account of the following:

(ii) All derivate instruments acquired by the company are for hedging purpose only.

(iii) Outstanding foreign exchange contracts entered into by the Company as on March 31, 2018 are

- Loans and advances, in the nature of loans to subsidiaries as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- Loans and advances to employees and investment by such employees in the shares of the Company, if any, are excluded from the above disclosure.

Note

1. TL -1 to TL 7 and STL-1 to STL-3 are secured against pledge of shares in IndusInd Bank Limited.

2. TL-8- The Loan is repayable in 7 years in 28 quarterly instalments, for each tranche of disbursement. First repayment will commence from 4th month of the date of each tranche of disbursement. Interest rate 6 months MCLR and Yes Bank Limited shall reset the 6 months MCLR on 1st day of the month falling after six calendar months including the month in which drawdown has been made.

First Charge on all current and movable assets (both present and future) and Escrow Account for collection of proceeds of lease rentals to be created in favour of Vistra ITCL India Ltd.

7. As a part of its real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though in receipt of sale consideration did not fulfill its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and the investigation was stayed by the Hon’ble High Court of Karnataka vide order dated 15.12.2015 which lapsed in the month of August, 2016. The sub-inspector of Police Devanahalli filed charge sheet on 29.11.2016 and an order for arrest of the aforesaid party was made on 09.02.2017 and party was arrested on 15.02.2017 and produced before the Magistrate Court on 17.02.2017 and was released on bail. On 18.04.2017, the Hon’ble High Court asked to explore the possibilities of a settlement and no interim order of stay was granted. The suit for Specific Performance in the Civil Court, the Criminal Compliant at Devanahalli Court are pending. The Department of Revenue, Government of Karnataka, has also raised certain issues relating to the title of the land which are being addressed by the Company.

8. The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not required to register as a non-banking financial Company with Reserve Bank of India.

9. The Company, based on independent legal opinion, is of the view that the Indian Accounting Standards (IND AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, as amended, are not applicable to the Company for this year, and will be applicable from the financial year commencing from April 1, 2018, in view of the Notification No.G.S.R. 365 (E) dated 30th March 2016 issued by the Ministry of Corporate Affairs. Accordingly, the standalone financial statements for the year ended March 31, 2018 have been prepared in accordance with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the Companies (Accounting Standards) Rules 2006, as amended.

10. Details of loans given during the year in the form of Inter Corporate Deposits and the purpose for which the loan is proposed to be utilised by the recipient of the loan as required under Section 186 (4) of the Companies Act, 2013 are as under:

11 The Company has not received any responses from its “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006, accordingly the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act and provision for interest on delayed payments, if any, is not ascertainable at this stage.

12 Corporate Social Responsibility

a) Gross amount required to be spent by the Company during the year for Corporate Social Responsibility (CSR) :- RS.100.00 lakh [Previous Year - RS.60.00 lakh)

b) Following are the details of amount spent during the year for CSR :-

Note - Figures in brackets are in relation to previous year

13 Accounting for Amalgamation

a) The standalone financial statements of the Company for the year ended March 31, 2018 which were earlier approved by the Board of Directors of the Company in their meeting held on May 7, 2018 were subject to revision by the Company so as to give effect to the Scheme of Amalgamation between Grant Investrade Limited (GIL), a wholly owned subsidiary of the Company with the Company (the Scheme).

b) Pursuant to the above Scheme, the undertaking and the entire business, including all assets and liabilities of GIL stand transferred to and vest in the Company. GIL was engaged in the business of running movie channels on cable TV, business activities relating to optic fibre and treasury business.

c) The Scheme has been approved by the National Company Law Tribunal (NCLT) on May 10, 2018 and the necessary filings have been done with the Registrar of Companies on July 2, 2018. Consequently, these revised financial statements have been prepared by the Company and the Scheme has been given effect to in the books with effect from October 1, 2017, being the appointed date as per the Scheme approved by the NCLT.

d) Combination of authorised capital:

Pursuant to the aforesaid amalgamation and in terms of the said approved Scheme, the authorised share capital of the Company stands increased by the authorised share capital of the Transferor Company aggregating RS.1,000.00 lakh.

Accordingly, effective October 1, 2017, the authorised capital of the Company stands at RS.9,001.00 lakh.

e) Accounting treatment

The Company has followed the accounting treatment prescribed in the said approved Scheme of Amalgamation, as follows:

i. The amalgamation of GIL with the Company has been accounted by the Company in the books by using the pooling of interest method in accordance with the said approved Scheme of Amalgamation and Accounting Standard (AS) 14 as notified under the Companies Act, 2013.

ii. The Company has recorded all the assets and liabilities, and reserves of GIL at their respective book values as appearing in the books of GIL as at September 30, 2017, as shown hereunder and difference between the share capital including securities premium account of the transferor Company and the investment in the transferor Company recorded in the books of the Company amounting to RS.734.35 lakh has been transferred to Capital Reserve account.

iii. Consequent to the aforesaid amalgamation, figures in respect of previous year are not comparable.

14 The Board of Directors have recommended a dividend of RS.17.50 per share (on par value of RS.10/- each per equity share) for the year ended March 31, 2018, to be approved by the Shareholders in the ensuing Annual General Meeting of the Company.

15 Previous Year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

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Mar 31, 2017

Rights, Preferences and Restrictions attached to equity shares.

i) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

ii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.

iii) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak or e-vote and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.

Notes:

1. Includes an amount of RS.7,144.06 (in Lakhs) [Previous Year - RS.7,173.48 (in Lakhs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of RS.3,507.19 (in Lakhs) [Previous Year - RS.5,738.20 (in Lakhs)] has been deposited by the Company with income tax authorities under protest. The Company has received RS.3,318.99 (In Lakhs) upto 31st March, 2017 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) Grant Investrade Limited (‘Grant’), a wholly owned subsidiary of the Company has in Financial Year 2014-15, availed a Loan against share facility of RS.29,500 Lakhs from Yes Bank Limited (YBL) repayable afteRs.96 months from the date of disbursement. The Company has given an undertaking to YBL that in the event of any shortfall, the Company will infuse additional equity in Grant towards time, cost overrun and losses during the tenor of the loan.

b) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the subsidiary viz. IndusInd Media & Communications Limited (‘IMCL’) and 100% in the subsidiary viz. Grant Investrade Limited (Grant), until all amounts outstanding under various Facility Agreements entered into by IMCL and Grant with the said banks are repaid in full by IMCL and Grant respectively.

2 Operating leases

Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending upto a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of RS.104.44 (in Lakhs) [Previous Year - RS.123.52 (in Lakhs)] has been included in ‘Rent’ - Refer Note 25 of the financial statements.

3 MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of fifteen years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

4 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders’ value in subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Investments and Treasury - This segment consists of activities relating to

i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate assets / liabilities”.

Secondary Segment

There is no reportable Geographical Segment.

5 Related party disclosures (as identified by the Management)

I. Individual having control together with relatives and associates Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. Grant Investrade Limited

B) Indirect Subsidiaries

1. IndusInd Media & Communications Limited (effective from 23rd March 2017)

2. USN Networks Private Limited

3. Gold Star Noida Network Private Limited

4. Seven Star Information Technology Private Limited (upto 29th June, 2016)

5. Bhima Riddhi Infotainment Private Limited

6. United Mysore Network Private Limited

7. Apna Incable Broadband Services Private Limited

8. Sangli Media Services Private Limited

9. Sainath In Entertainment Private Limited

10. Sunny Infotainment Private Limited

11. Goldstar Infotainment Private Limited

12. Ajanta Sky Darshan Private Limited

13. V4U Entertainment Private Limited (upto 12th July, 2016)

14. Darpita Trading Company Private Limited

15. RBL Digital Cable Network Private Limited

16. Vistaar Telecommunication and Infrastructure Private Limited

17. Advance Multisystem Broadband Communications Limited

18. Amaravara Digital Private Limited (effective from 1st April, 2015)

III. Associates

1. Planet E-Shop Holdings India Limited (upto 24th. March, 2016)

2. IN Entertainment (India) Limited (upto 24th. March, 2016)

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole - Time Director

V. Enterprises where common control exists

1. Hinduja Group Limited

2. Aasia Advisory Services Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

8. Planet E-Shop Holdings India Limited (effective 25th. March, 2016)

9. IN Entertainment (India) Limited (effective 25th. March, 2016)

Notes :

A. Figures in brackets are in respect of the previous year.

B. Includes other long term benefits amounting to RS.13.13 Lakhs (Previous year RS.1.19 Lakhs)

C. Non Cash Transaction: During the current year IndusInd Media Communications Limited (IMCL) issued shares on Rights basis to the eligible shareholders of IMCL in the ratio of 1:2 i.e., 1 new equity share of RS.10 each at a premium of RS.195 per share for every 2 equity shares held (1:2) as on the record date. However, the Company renounced 22,329,292 equity shares offered on rights basis, at free of cost, in favour of Grant Investrade Limited, a wholly owned subsidiary of the Company, resulting in dilution of its stake from 61.71% to 40.28%.

6 Disclosure in accordance with Accounting Standard 15 ‘Employee Benefits’

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer’s contribution to employees’ state insurance

ii) Employer’s contribution to Employees’ Pension Scheme 1995

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

* Included in contribution to employees provident and other funds - Refer Note 22 of the financial statements.

II Defined Benefit Plan Gratuity

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was carried out in respect of the aforesaid defined benefit plan of gratuity based on the following assumptions:

A) Changes in the Present Value of Obligation

B) Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets

D) Expenses recognised in the Statement of Profit and Loss

E) Experience Adjustments

The liability for leave encashment and compensated absences as at 31st March, 2017 aggregates RS.12.88 (in Lakhs) [Previous Year - RS.8.41 (in Lakhs)].

1) The estimates of future salary increases considered in actuarial valuation, take account of Inflation, seniority, promotion, and other relevant factor, such as supply and demand in the employment market

2) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance sheet date for the estimated term of the obligation.

3) As the defined benefit plan is unfunded, disclosure regarding plan assets is not applicable.

7 The details of derivative instruments and foreign currency exposures are as under:

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as given below:

Amounts payable in foreign currency on account of the following:

Forward exchange contracts, which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables and receivables.

Outstanding foreign exchange contracts entered into by the Company as on March 31, 2017 are 37 Loans and advances in the nature of loans to subsidiaries and associates (pursuant to Clause 32 of the Listing Agreement with Stock Exchanges):

- Loans and advances, in the nature of loans to subsidiaries and associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- Loans and advances to employees and investment by such employees in the shares of the Company, if any are excluded from the above disclosure.

8 As a part of its real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though in receipt of sale consideration did not fulfill its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and the investigation was stayed by the Hon’ble High Court of Karnataka vide order dated 15.12.2015 which lapsed in the month of August, 2016. The sub-inspector of Police Devanahalli filed charge sheet on 29.11.2016 and an order for arrest of the aforesaid party was made on 09.02.2017 and party was arrested on 15.02.2017 and produced before the Magistrate Court on 17.02.2017 and was released on bail. On 18.04.2017, the Hon’ble High Court asked to explore the possibilities of a settlement and no interim order of stay was granted.

9 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not required to register as a non-banking financial Company with Reserve Bank of India.

10 The Company, based on independent legal opinion, is of the view that the Indian Accounting Standards (IND AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015 are not applicable to the Company for this year, and will be applicable from the financial year commencing from April 1, 2018, in view of the Notification No.G.S.R. 365 (E) dated 30th March 2016 issued by the Ministry of Corporate Affairs. Accordingly, the standalone and consolidated financial results for the year ended March 31, 2017 have been prepared as per the Accounting Standards issued under Companies (Accounting Standards) Rules 2006.

11 Details of loans given during the year and the purpose for which the loan is proposed to be utilised by the recipient of the loan as required under Section 186 (4) of the Companies Act, 2013 are as under:

12 The Company has not received any intimation from the “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

13 Specified Bank Notes (SBN) Disclosure

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification G.S.R. 308 (E) dated March 30, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016, the denomination wise SBNs and other notes as per the notification is given below:

14 Corporate Social Responsibility

a) Gross amount required to be spent by the Company during the year for Corporate Social Responsibility (CSR) :- RS.60.00 Lakhs [Previous Year - RS.25.13 Lakhs)

b) Following are the details of amount spent during the year for CSR :-

15 The Board of Directors have recommended a dividend of RS.17.50 per share (on par value of RS.10/- each per equity share) for the year ended March 31, 2017, to be approved by the Shareholders in the ensuing Annual General Meeting of the Company. However, as per the requirements of revised AS 4 - ‘Contingencies and Events Occurring after the Balance sheet date’ (AS 4), the Company is not required to provide for dividend proposed/ declared after the balance sheet date. Consequently, no provision has been made in respect of the aforesaid dividend proposed by the Board of Directors for the year ended March 31, 2017. Had the Company continued with creation of provision for proposed dividend, as at the balance sheet date, its Surplus in Statement of Profit and Loss would have been lower by RS.35,97,21,303/- and Short Term Provision would have been higher by RS.43,29,52,096 /- (including dividend distribution tax of RS.7,32,30,793/-).

16 The standalone financial statements of the Company for the year ended 31st March, 2017 were earlier approved by the Board of Directors of the Company in their meeting held on 12th May, 2017 which were subject to revision by the Company so as to give effect to the Scheme of Arrangement between Grant Investrade Limited, a wholly owned subsidiary of the Company [GIL] and IndusInd Media & Communications Limited, a subsidiary of the Company [IMCL] in terms of which GIL will de-merge its Headend-in-the-Sky [HITS] business undertaking in favour of IMCL. Consequent to obtaining requisite approvals, the aforesaid financial statements of the Company have been revised to give the effect of the said Scheme of Arrangement, with an appointed date of 1st October, 2016. Pursuant to the said Scheme of Arrangement, IMCL will issue 338 equity shares of face value of RS.10 each for every 100 shares of face value of RS.10 each held by the Company in GIL as part of consideration for take over of the HITS business undertaking. Pending allotment of such shares by IMCL to the Company, no effect of the same has been given in the standalone financial statements.

17 Previous Year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

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Mar 31, 2016

1. Includes an amount of Rs. 7,173.48 (in Lakhs) [Previous Year - Rs. 7,173.48 (in Lakhs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7^th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 5,738.20 (in Lakhs) [Previous Year - Rs. 5,738.20 (in Lakhs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 5,550.00 (In Lakhs) upto 31^st March, 2016 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) Grant Investrade Limited (''Grant''), a wholly owned Subsidiary of the Company has in previous year, availed a Loan against share facility of Rs. 29,500 Lakhs from Yes Bank Limited (YBL) repayable after 96 months from the date of disbursement. The Company has given shortfall undertaking to YBL that in the event of any shortfall, the Company will infuse additional equity in Grant towards time, cost overrun and losses during the tenor of the loan.

b) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the Subsidiary viz. IndusInd Media & Communications Limited (''IMCL'') and 100% in the Subsidiary viz. Grant Investrade Limited (Grant), until all amounts outstanding under various Facility Agreements entered into by IMCL and Grant with the said banks are repaid in full by IMCL and Grant respectively.

3 Operating leases

Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending up to a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of Rs. 123.52 (in Lakhs) [Previous Year - Rs. 109.81 (in Lakhs)] has been included in ''Rent'' - Refer Note 25 of the financial statements.

4 MAT credits

The Company has recognized Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

5 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders'' value in Subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate Companies.

III. Investments and Treasury - This segment consists of activities relating to

i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than Subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate assets / liabilities”.

Secondary Segment

There is no reportable Geographical Segment.

6 Disclosure in accordance with Accounting Standard 15 ‘Employee Benefits''

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer’s contribution to employees’ state insurance

ii) Employer’s contribution to employees’ pension scheme 1995

During the year, the Company has recognized the following amounts in the Statement of Profit and Loss:

Note 1- Short Term Loan (STL-1) from others is secured by pledge of shares and Buyer credits are secured by first charge against present and future current assets.

Note 2- All the above loans are secured against pledge of investments in Indusind Bank Limited.

7 As a part of its real estate activity , the Company had acquired approximately 47 acres of land in Devanahalli Bengaluru from a party in terms of Agreement of Sale Deed dated 28.07.1995. However, as the said party, though in receipt of sales consideration, did not fulfill its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An order granting temporary injunction was passed on 11.03.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and the investigation has been stayed by the Hon''ble High Court of Karnataka vide order dated 15^th December, 2015 and that the same is being contested by the Company.

8 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not required to register as a non-banking financial Company with Reserve Bank of India.

9 Accounting for Amalgamation

a) In terms of the Scheme of Amalgamation (the Scheme), of IDL Specialty Chemicals Limited, a wholly owned Subsidiary of the Company (referred to as ''IDL'' or ''Transferor Company''), into the Company as approved by Honourable High Court of Judicature at Mumbai with an appointed date of April 1, 2015. The undertaking and the entire business, including all assets and liabilities of the Transferor Company stand transferred to and vest in the Company. The Transferor Company was engaged in the business of dairy and dairy products, Shares and Securities & Real estate business.

b) Combination of authorized capital:

Pursuant to the aforesaid amalgamation and in terms of the said approved Scheme, the authorized share capital of the Company stands increased by the authorized share capital of the Transferor Company aggregating Rs. 1,010.00 Lakhs.

Accordingly, effective April 1, 2015, the authorized capital of the Company stands at Rs. 8,010.00 Lakhs.

c) Accounting treatment

The Company has followed the accounting treatment prescribed in the said approved Scheme of Amalgamation, as follows:

i. The amalgamation of IDL with the Company has been accounted by the Company in the books by using the pooling of interest method in accordance with the said approved Scheme of Amalgamation and Accounting Standard (AS) 14 as notified under the Companies Act, 2013.

ii. The Company has recorded all the assets and liabilities, and reserves of IDL at their respective book values as appearing in the books of IDL as at April 1, 2015, as shown hereunder and difference between the share capital including securities premium account of the transferor Company and the investment in the transferor Company recorded in the books of the Company amounting to Rs. 6,195.64 Lakhs has been transferred to Capital Reserve account.

10 The Company has not received any intimation from the “suppliers” regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

11 Corporate Social Responsibility

a) Gross amount required to be spent by the Company during the year for Corporate Social Responsibility (CSR) :- Rs. 25.13 Lakhs [Previous Year - Rs. 40.10 Lakhs].

b) Following are the details of amount spent during the year for CSR :-

12Previous Year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

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Mar 31, 2015

1. Rights, Preferences and Restrictions attached to equity shares:

i) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

ii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the 2013 Act.

iii) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak or e-vote and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the Company.

2. Contingent liabilities in respect of:

(Rs. in Lacs)

Sr. Particulars As at As at No. 31.03.2015 31.03.2014

i. Income Tax matters against which the Company has filed appeals / objections. 7,326.65 14,229.00 (Refer Note 1 below)

ii. Summary Suit has been filed by Nishkalp Investments and Trading Company 867.12 867.12 Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

3. Includes an amount of Rs. 7,173.48 (in Lacs) [Previous Year - Rs. 12,209.79 (in Lacs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 5,738.20 (in Lacs) [Previous Year - Rs. 6,069.41 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. Nil (in Lacs) [Previous Year - Rs. 5,550.00 (in Lacs)] upto 31st March, 2015 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

4. With respect to the above, the Company does not expect any outflow of cash / resources.

5. Other commitments:

a) IDL Speciality Chemicals Limited ('IDL'), a wholly owned subsidiary of the Company has outstanding Non-convertible debentures ('NCD') of Rs. 15,000 Lacs (Previous Year- Rs. 7,500 Lacs) redeemable at the end of 18 months from the date of allotment. The Company provided pledge of its investment of Nil (Previous year- 900,000) shares in Indusind Bank Limited and has given a shortfall undertaking to the debenture trustee that in the event of default by the subsidiary in redeeming the said debentures, the Company shall meet the shortfall, if any, to the investors of NCD.

b) IDL Speciality Chemicals Limited ('IDL'), a wholly owned subsidiary of the Company has, during the year, availed the Loan against share facility of Rs. 6,100 Lacs (Previous Year- Rs. 5,000 Lacs) from Axis Finance Limited ('AFL') repayable at the end of 36 months (Previous year- 12 months) from the date of disbursement. The Company provided pledge of its investment of Nil (Previous year- 965,000) shares in Indusind Bank Limited The Company has given shortfall undertaking that in the event of any shortfall in amount due and payable, the Company would infuse capital by way of subscription to equity/ preference shares to pay all amounts due and payable in relation to the loan in case IDL fails to do so and has also given a non-disposal undertaking of its shareholding in IDL.

c) IDL Speciality Chemicals Limited ('IDL'), a wholly owned subsidiary of the Company has, during the year, availed the Loan against share facility of Rs. 2,500 Lacs (Previous year- Rs. 5,000 Lacs) from Bajaj Finance repayable at the end of 12 months from the date of disbursement. The Company has given shortfall undertaking that in the event of any shortfall in amount due and payable, the Company would infuse capital by way of subscription to equity/ preference shares to pay all amounts due and payable in relation to the loan in case IDL fails to do so and also given a non-disposal undertaking of its shareholding in IDL.

d) IndusInd Media and Communications Limited ('IMCL'), subsidiary of the Company has, during the year, availed a short term loan of Rs. 4,000 lacs from Ratnakar Bank Limited ('RBL') repayable in a bullet payment at the end of 12 months from the date of disbursement. The Company has given shortfall undertaking to RBL that in the event of any shortfall in servicing the interest accrued and instalment on the loan by IMCL, the Company shall infuse such additional funds in IMCL by way of subscription to equity or unsecured or subordinated loans or deposits, which shall not involve any charge or lien on or other interest in the assets of IMCL.

e) Grant Investrade Limited ('Grant'), a wholly owned subsidiary of the Company has during the year availed the Loan against share facility of Rs. 29,500 Lacs from Yes Bank Limited (YBL) repayable after 96 months from the date of disbursement. The Company has given shortfall undertaking to YBL that in the event of any shortfall, the company will infuse additional equity in Grant towards time, cost overrun and losses during the tenure of the loan.

f) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the subsidiary viz. IndusInd Media and Communications Limited ('IMCL') and 100% in the subsidiary viz. Grant Investrade Limited (Grant), until all amounts outstanding under various Facility Agreements entered into by IMCL and Grant with the said banks are repaid in full by IMCL and Grant respectively.

6. Operating leases

a) Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending upto a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of Rs. 109.81 (in Lacs) [Previous Year - Rs. 87.52 (in Lacs)] has been included in 'Rent' - Refer Note 22 of the financial statements.

b) Where the Company is a lessor:

The Company has given optical fibre cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. With effect from October 1,2013 the agreement is temporarily suspended by mutual consent. The lease income recognised in the Statement of Profit and Loss under lease income - optical fibre cable is Rs. Nil (in Lacs) [Previous Year - Rs. 218.66 (in Lacs)] - Refer Note 17 of the financial statements.

7. MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

8. Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

a. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders' value in subsidiaries belonging to the Company in this sector.

b. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

c. Investments and Treasury - This segment consists of activities relating to

i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate expenses ". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate assets / liabilities ".

Secondary Segment

There is no reportable Geographical Segment.

9. Related party disclosures (as identified by the Management)

I. Individual having control with relatives and associates Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media & Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited (upto 31st December, 2014)

17. Advance Multisystem Broadband Communications Limited

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole-Time Director

V. Enterprises where common control exists

1. Hinduja Group Limited

2. Aasia Advisory Services Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

10. Disclosure in accordance with Accounting Standard 15 'Employee Benefits'

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer's contribution to employees state insurance

ii) Employer's contribution to employees pension scheme 1995

11. As part of its Real estate activity, the Company had acquired approximately 47 acres of land in Devanahalli, Bengaluru from a party in terms of Agreement of Sale Deed dated 28.7.1995. However, as the said party, though in receipt of sales consideration, did not fulfill its legal obligation to transfer the title in the name of the Company, the Company filed a suit for specific performance in the Civil Court in 2011. An Order granting temporary injunction was passed on 11.3.2013 restraining the said party from alienating or in any way encumbering the land in Devanahalli. A criminal complaint was also filed at the Devanahalli Court on 10.11.2014 and investigations in this regard are in progress.

12. The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

13. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company revised the estimated useful life of its assets to align the useful life with those specified in Schedule II.

The depreciation expense in the Statement of Profit and Loss for the year is lower by Rs. 110.32 Lacs consequent to the change in the useful life of the assets.

14. The Company has not received any intimation from the "suppliers " regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

15. The Board of Directors of the Company (Board) at their meeting held on April 24, 2015 declared an interim dividend of Rs. 15 per share for the financial year 2014-15. The Company has obtained an independent legal advice to the effect that it would be permissible for the Board to declare an interim dividend after the Balance Sheet date so long as it is declared out of the profits of the financial year to which it relates. Accordingly, the Company has recognised a liability for the interim dividend and the related tax aggregating to Rs. 3,699.81 lacs as of March 31, 2015 in the financial statements.

16. Previous Year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

---

Mar 31, 2014

1 (A) Contingent liabilities in respect of:

(Rs in Lacs) Sr. Particulars As at As at No. 31.03.2014 31.03.2013

i.Income Tax matters against which the Company has fled appeals / objections. 14,229.00 20,749.21 (Refer Note 1 below).

ii.Summary Suit has been fled by Nishkalp Investments and Trading Company 867.12 867.12 Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of R 12,209.79 (in Lacs) [Previous Year - R 18,274.29 (in Lacs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of R 6,069.41 (in Lacs) [Previous Year - R 4,397.12 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received R 5,550.00 (in Lacs) [Previous Year - R 3,750.00 (in Lacs)] upto 31st March, 2014 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) IDL Speciality Chemicals Limited (''IDL''), a wholly owned subsidiary of the Company has outstanding Non–convertible debentures (''NCD'') of R 7,500 Lacs [Previous Year - R 25,000 Lacs] redeemable at the end of 18 months from the date of allotment. The Company has provided pledge of its investment of 9,00,000 shares in IndusInd Bank Limited and also a shortfall undertaking to the debenture trustee, that in the event of default by the subsidiary in redeeming the said debentures, the Company shall meet the shortfall, if any, to the investors of NCD.

b) IDL Speciality Chemicals Limited (''IDL''), a wholly owned subsidiary of the Company has during the year availed the Loan against share facility of R 5,000 Lacs from Axis Finance Limited (''AFL'') repayable at the end of 12 months from the date of disbursement. The Company has provided pledge of its investment of 9,65,000 shares in IndusInd Bank Limited. The Company has given shortfall undertaking to pay all amounts due and payable in relation to the loan in case IDL fails to do so and also given a non-disposal undertaking of its shareholding in IDL.

c) IN Entertainment (India) Limited (''INEL''), an associate of the Company has during the year availed the Loan against share facility of R 4,500 Lacs from Axis Finance Limited (''AFL'') repayable at the end of 12 months from the date of disbursement. The Company has also given shortfall undertaking to pay all amounts due and payable in relation to the loan in case INEL fails to do so.

d) The Company has given an undertaking to various banks to retain shareholding to the extent of 51% in the subsidiary viz. IndusInd Media & Communications Limited (''IMCL'') until all amounts outstanding under various Facility Agreements entered into by IMCL with the said banks are repaid in full by IMCL.

3 Operating leases

a) Where the Company is a lessee:

The Company has entered into cancellable leasing arrangement relating to office premises extending upto a maximum of five years from the respective date of inception which are renewable on mutual consent. Lease rental of R 87.52 (in Lacs) [Previous Year - R 87.52 (in Lacs)] has been included in ''Rent'' - Refer Note 21 of the financial statements.

b) Where the Company is a lessor:

The Company has given optical fbre cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. With effect from October 1, 2013 the agreement is temporarily suspended by mutual consent. The lease income recognised in the Statement of Profit and Loss under lease income - optical fbre cable of R 218.66 (in Lacs) [Previous Year - R 437.30 (in Lacs)] - Refer Note 17 of the financial statements.

4 MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of suffcient future taxable income against which the above MAT credit will be adjusted.

5 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the Specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders'' value in subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifes potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Investments and Treasury - This segment consists of activities relating to i. Deployment of surplus funds and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate expenses". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocated corporate assets / liabilities".

Secondary Segment

There is no reportable Geographical Segment.

6 Related party disclosures (as identified by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media & Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited

17. Advance Multisystem Broadband Communications Limited

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole-Time Director (effective from 30th April, 2012)

2. Mr. Dilip Panjwani, Director and Company Secretary (upto 30th April, 2012)

V. Enterprises where common control exists

1. Hinduja Group Limited (formerly known as Aasia Management and Consultancy Private Limited)

2. Aasia Advisory Services Limited (formerly known as Hinduja Group India Limited)

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

Note: A. Figures in brackets are in respect of the previous year.

B. During the year the Company has converted an amount of R 20,000.00 lacs of Inter Corporate Deposits into 1% Participatory Redeemable Non-Cumulative preference shares of R 10 each at a premium of R 990/- per share.

29 Disclosure in accordance with Accounting Standard 15 (Revised 2005) ''Employee benefits''

The Company has classifed various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State Defined contribution plans

i) Employer''s contribution to employees'' state insurance ii) Employer''s contribution to employees'' pension scheme 1995 During the year, the Company has recognised the following amounts in the Statement of Profit and Loss:

* Included in contribution to employees provident and other funds - Refer Note 19 of the financial statements.

II Defined benefit Plan

Gratuity

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was carried out in respect of the aforesaid Defined benefit plan of gratuity based on the following assumptions:

* Represents liability discharged in respect of employees transferred to group companies.

B) Reconciliation of Present Value of Defined benefit Obligation and the Fair Value of Assets

* Included in provisions – Refer Note 5 & 8 of the financial statements.

* Included in employee benefits expenses - Refer Note 19 of the financial statements.

The liability for leave encashment and compensated absences as at 31st March, 2014 aggregates r 6.21 (in Lacs) [Previous Year - r 10.48 (in Lacs)].

The estimates of future salary increases considered in actuarial valuation, take account of Infation, seniority, promotion, and other relevant factor, such as supply and demand in the employment market.

7 Unhedged foreign currency exposure

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are as given below:

Amount payable in foreign currency on account of the following:

- Loans and advances, in the nature of loans to subsidiaries and associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- Loans and advances to employees and investment by such employees in the shares of the Company, if any are excluded from the above disclosure.

8 As part of its Real estate activity the Company acquired approximately 47 acres of land in Bengaluru from a party in terms of an Agreement to sell. However in view of the fact that the said party, though is in receipt of sales consideration, has not fulfilled his part of the obligation by transferring the title to the said land in the name of the Company, the Company has fled a suit in a civil court in Bengaluru for Specific performance of the Agreement of sale so as to have proper conveyance to the said property in favour of the Company.

9 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

10 Previous Year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classifcation / disclosure.

---

Mar 31, 2013

1 (A) Contingent liabilities in respect of:

(Rs. in Lacs)

Sr. Particulars As at As at No 31.03.2013 31.03.2012

i. Corporate Guarantee provided by the Company for loan taken by IDL Speciality - 4,500.00 Chemicals Limited, a wholly owned subsidiary of the Company.

ii. Corporate Guarantee provided by the Company for loan taken by IN - 3,000.00 Entertainment (India) Limited, an associate of the Company.

iii. Income Tax matters against which the Company has filed appeals / objections. 20,749.21 17,784.30 (Refer Note 1 below).

iv. Summary Suit has been filed by Nishkalp Investments and Trading Company 867.12 867.12 Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac

Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of Rs.18,274.29 (in Lacs) [Previous Year - Rs. 16,662.50 (in Lacs)] being disputed income tax liabilities pertaining to IT / ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT / ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs.4,397.12 (in Lacs) [Previous Year - Rs.4,397.12 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 3,750.00 (in Lacs) [Previous Year - Rs.3,750.00 (in Lacs)] upto 31st March, 2013 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT / ITES business, which is netted from advance tax and tax deducted at source (net of provisions).

2. With respect to the above, the Company does not expect any outflow of cash / resources.

(B) Other commitments:

a) IDL Speciality Chemicals Limited (‘IDL''), a wholly owned subsidiary of the Company has during the year issued Non-convertible debentures (‘NCD'') of Rs.25,000 Lacs redeemable at the end of 18 months from the date of allotment. The Company has provided pledge of its investment of 5,50,000 shares in IndusInd Bank Limited and also a shortfall undertaking to the debenture trustee, that in the event of default by the subsidiary in redeeming the said debentures, the Company shall meet the shortfall, if any, to the investors of NCD.

b) IN Entertainment (India) Limited (‘INEL''), an associate of the Company has during the year availed the Loan against Share facility of '' 7,500 Lacs from Kotak Mahindra Prime Limited (‘KMPL'') repayable at the end of 18 months from the date of disbursement. The Company has provided pledge of its investment of 15,00,000 shares in IndusInd Bank Limited and also an undertaking to KMPL for the replenishment of margins in case INEL fails to maintain the margins stipulated in the loan agreement during the tenor of loan.

c) The Company has given an undertaking to a bank to retain shareholding to the extent of 61.71% in the subsidiary viz; IndusInd Media & Communications Limited (‘IMCL'') until all amounts outstanding under various Facility Agreements entered into by IMCL with the said Bank are repaid in full by IMCL.

2 Operating leases

a) Where the Company is a lessee:

The operating lease arrangement relating to office premises extend upto a maximum of five years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for office premises and towards which the lease rental of Rs.87.52 (in Lacs) [Previous Year - Rs. 90.39 (in Lacs)] has been included in ‘Rent'' - Refer Note 23 of the financial statements.

b) Where the Company is a lessor:

The Company has given optical fibre cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. The lease income recognised in the Statement of Profit and Loss under lease income - optical fibre cable of Rs.437.30 (in Lacs) [Previous Year - Rs.583.07 (in Lacs)] - Refer Note 17 of the financial statements.

3 Inter-corporate deposits

Inter-corporate deposit aggregating Rs.5,295.00 (in Lacs) [Previous Year - Rs.9,700.00 (in Lacs)] granted to Hinduja Realty Ventures Limited is secured by way of pledge of equity shares of Juhu Beach Resort Limited held by that company.

4 MAT credits

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income Tax Act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

5 Segment reporting Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders'' value in subsidiaries belonging to the Company in this sector.

II. Real estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury - This segment consists of activities relating to

i. Deployment of surplus funds; and

ii. Existing stock in trade / investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Corporate Expenses". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Corporate Assets / Liabilities".

Secondary Segment

There is no reportable Geographical Segment.

6 Related party disclosures (as identified by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media & Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited

17. Advance Multisystem Broadband Communications Limited (effective 9th November, 2012)

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

1. Mr. Ashok Mansukhani, Whole-Time Director (effective from 30th April, 2012)

2. Mr. Dilip Panjwani, Director and Company Secretary (upto 30th April, 2012)

V. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited

2. Hinduja Group India Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy (India) Limited

7 Disclosure in accordance with Accounting Standard 15 (Revised 2005) ‘Employee Benefits''

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident fund

b) State defined contribution plans

i) Employer''s contribution to employees'' state insurance

ii) Employer''s contribution to employees'' pension scheme 1995

- Loans and advances, in the nature of loans to subsidiaries and associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- In respect of the loan of Rs.23,133 Lacs (Previous Year Rs.22,148.00 Lacs) given to IDL Speciality Chemicals Limited and loan of Rs.18,755 Lacs (Previous Year Rs.5,002.00 Lacs) to Grant Investrade Limited, wholly owned subsidiaries of the Company, no interest is charged. However the provisions of Section 372A of the Companies Act, 1956 are not applicable to these loans in view of the loanees been wholly owned subsidiaries of the Company.

- Loans and advances to employees and investment by such employees in the shares of the company, if any are excluded from the above disclosure.

8 As part of its Real estate activity the Company acquired approximately 47 acres of land in Bengaluru from a party in terms of an Agreement to sell. However in view of the fact that the said party, though is in receipt of sales consideration, has not fulfilled his part of the obligation by transferring the title to the said land in the name of the Company, the Company has filed a suit in a civil court in Bengaluru for specific performance of the Agreement of Sale so as to have proper conveyance to the said property in favour of the Company.

9 The Company had obtained registration as a sub-broker of the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

10 Previous Year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2012

1 Share Capital

Rights, Preferences and Restrictions attached to equity shares:

i) Right to receive dividend as may be approved by the Board/ Annual General Meeting.

ii) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 1956.

iii) Every member of the Company holding equity shares has a right to attend the General Meeting of the company and has a right to speak and on a show of hands, has one vote if he is present and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the company.

1 Contingent liabilities in respect of: ( Rs. In Lacs)

Sr. Particulars As at As at No. 31.03.2012 31.03.2011

i. Counter Guarantee provided by the - 100.00 Company for guarantee given by IndusInd Bank Limited to IndusInd Media and Communications Limited, a subsidiary company.

ii. Corporate Guarantee provided by the 4,500.00 - company for loan taken by IDL Speciality Chemicals Limited, a wholly owned subsidiary of the company.

iii. Corporate Guarantee provided by the 3,000.00 - company for loan taken by IN Entertainment (India) Limited, an associate of the company.

iv. Income Tax matters against which the 17,784.30 16,138.87 Company has fled appeals/ objections. (Refer Note 1 below).

v. Summary Suit has been fled by 867.12 867.12 Nishkalp Investments and Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of Rs. 16,662.50 (in Lacs) [Previous Year - Rs. 15,390.48 (in Lacs)] being disputed income tax liabilities pertaining to IT/ ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 4,397.12 (in Lacs) [Previous Year - Rs. 3,797.12 (in Lacs)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 3,750.00 (in Lacs) [Previous Year - Rs. 3,150.00 (in Lacs)] upto 31st March, 2012 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT/ ITES business, which is netted from advance tax and tax deducted at source (Net of Provisions).

2. With respect to the above, the Company does not expect any outflow of cash/ resources.

2 Details of Traded Goods under broad heads:

Notes:

1. Figures in brackets represent previous year figures.

2. Sale of Stock/Index Futures includes Rs. 800.00 (in Lacs) representing Mark to Market valuation on open position in Nifty Futures Index as on 31st March, 2012.

3. Sales include amortisation of cost of film rights exploited during the year.

3 Operating Leases

a) Where the Company is a lessee:

The operating lease arrangement relating to office premises extend upto a maximum of five years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for office premises and towards which the lease rental of Rs. 90.39 (in Lacs) [Previous Year - Rs. 56.98 (in Lacs)] has been included in ‘Rent’ - Refer Note 24 of the financial statements.

b) Where the Company is a lessor:

The Company has given Optical Fibre Cable under operating lease. These are generally cancellable and are renewable by mutual consent on mutually agreeable terms. The lease income recognised in the Profit and Loss Account under Lease Income - Optical Fibre Cable of Rs. 583.07 (in Lacs) [Previous Year - Rs. 548.72 (in Lacs)] - Refer Note 18 of the financial statements.

4 Inter-Corporate Deposits

Inter Corporate Deposit aggregating Rs. 9,700.00 (in Lacs) [Previous Year - Rs. 8,200.00 (in Lacs)] is secured by way of pledge of equity shares held by a borrower in a company.

5 MAT Credits:

The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income tax act, 1961 in the current year, which can be carried forward for a period of ten years and set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

6 Segment Reporting

Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identified its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and Communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders value in subsidiaries belonging to the Company in this sector.

II. Real Estate - The Company has real estate activities in the form of property development. The segment also identifies potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury - This segment consists of activities relating to

i. Deployment of surplus funds;

ii. Existing stock in trade/ investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Assets/ Liabilities”.

Secondary Segment

There is no Reportable Geographical Segment.

7 Related Party Disclosures (as identified by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media and Communications Limited

2. Grant Investrade Limited

3. IDL Speciality Chemicals Limited

4. HTMT Telecom Private Limited (upto 31st December, 2010)

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited

9. Sunny Infotainment Private Limited

10. Goldstar Infotainment Private Limited

11. Ajanta Sky Darshan Private Limited

12. V4U Entertainment Private Limited

13. Darpita Trading Company Private Limited

14. RBL Digital Cable Network Private Limited

15. Vistaar Telecommunication and Infrastructure Private Limited

16. Jagsumi Perspectives Private Limited (effective 1st October, 2011)

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

Mr. Dilip Panjwani, Director and Company Secretary (Whole Time Director effective 10th May, 2011)

V. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited

2. Hinduja Group India Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

6. Hinduja National Power Corporation Limited

7. Hinduja Energy India Limited

8 Disclosure in accordance with Accounting Standard 15 (Revised 2005) 'Employee Benefts'

The Company has classified various benefits provided to employees as under:

I Defined Contribution Plans

a) Provident Fund

b) State Defined Contribution Plans

i) Employer's Contribution to Employees' State Insurance

ii) Employer's Contribution to Employees' Pension Scheme 1995

9 Loans and Advances in the nature of loans to subsidiaries and associates (pursuant to Clause 32 of the Listing Agreement with Stock Exchanges):

- Loans and Advances, in the nature of Loans to Subsidiaries and Associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- All loans and advances in the nature of loans are given on terms and within the limits specified under Section 372A of the Act.

- Loans and Advances to employees and investment by such employees in the shares of the company, if any are excluded from the above disclosure.

10 As a part of its Real Estate activity the company acquired approximately 47 acres of land in Bangalore from party in terms of an agreement to sell. However in view of the fact that the said party though in receipt of sales consideration has not fulfiled his part of obligation by transferring the title of the said land in the name of the Company. The Company has file a suit in a civil court in Bangalore for specific performance of the Agreement of Sale so as to have proper conveyance to the said property in favour of the Company.

11 The Company had obtained registration as a sub-broker for National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

12 The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

---

Mar 31, 2011

1. Capital Commitments and Contingent Liabilities

a) Estimated amount of contracts (net of capital advances) remaining to be executed on capital account and not provided for Rs. Nil [Previous Year Rs. 3,880 (000s)].

b) Contingent liabilities in respect of:

(Rs. 000s)

Sr. Particulars As at As at No. 31.03.2011 31.03.20010

i. Counter Guarantee provided by the Company for guarantee 10,000 10,000

given by IndusInd Bank Limited to IndusInd Media and Communications Limited, a subsidiary company.

ii. Income Tax matters against which the Company has filed 1,613,887 1,379,202 appeals/ objections. (Refer Note 1 below).

iii. Summary Suit has been filed by Nishkalp Investments and 86,712 6,712 Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated 25th November, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

Notes:

1. Includes an amount of Rs. 1,539,048 (000s) [Previous Year – Rs. 1,220,843 (000s)] being disputed income tax liabilities pertaining to IT/ ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business sanctioned by High Court of Judicature of Bombay and made effective on 7th March, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 379,712 (000s) [Previous Year – Rs. 194,712 (000s)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 315,000 (000s) [Previous Year – Rs. 135,000 (000s)] upto 31st March, 2011 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT/ ITES business, which is netted from advance tax and tax deducted at source (Net of Provisions).

2. With respect to the above, the Company does not expect any outfl ow of cash/ resources

5. Segment Reporting

Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identifi ed its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal financial reporting systems, so far as they relate to the specific groups included in the segments, which are as under:

I. Media and Communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders value in subsidiaries belonging to the Company in this sector.

II. Real Estate – The Company has real estate activities in the form of property development. The segment also identifi es potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury – This segment consists of activities relating to i. deployment of surplus funds and

ii. existing stock in trade/ investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Expenses". Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Assets/ Liabilities".

Secondary Segment

There are no Reportable Geographical Segment

6. Related Party Disclosures (as identifi ed by the Management) I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries

A) Direct Subsidiaries

1. IndusInd Media and Communications Limited

2. Grant Investrade Limited

3. HTMT Telecom Private Limited (upto 31st December, 2010)

4. IDL Speciality Chemicals Limited

B) Indirect Subsidiaries

1. USN Networks Private Limited

2. Gold Star Noida Network Private Limited

3. Seven Star Information Technology Private Limited

4. Bhima Riddhi Infotainment Private Limited

5. United Mysore Network Private Limited

6. Apna Incable Broadband Services Private Limited

7. Sangli Media Services Private Limited

8. Sainath In Entertainment Private Limited (effective 29th May, 2010)

9. Sunny Infotainment Private Limited (effective 26th October, 2010)

10. Goldstar Infotainment Private Limited (effective 18th October, 2010)

11. Ajanta Sky Darshan Private Limited (effective 25th October, 2010)

12. V4U Entertainment Private Limited (effective 29th October, 2010)

13. Darpita Trading Company Private Limited (effective 15th November, 2010)

14. RBL Digital Cable Network Private Limited (effective 29th November, 2010)

15. Vistaar Telecommunication and Infrastructure Private Limited (effective 1st December, 2010)

III. Associates

1. Planet E-Shop Holdings India Limited

2. IN Entertainment (India) Limited

IV. Key Management Personnel

Mr. Dilip Panjwani, Manager and Company Secretary

V. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited

2. Hinduja Group India Limited

3. Hinduja Realty Ventures Limited

4. Hinduja Global Solutions Limited

5. APDL Estates Limited

7. a) Loans and Advances in the nature of loans to subsidiaries and associates (pursuant to Clause 32 of the Listing Agreement with Stock Exchanges):

- Loans and Advances, in the nature of Loans to Subsidiaries and Associates as shown above are repayable on demand.

- There are no other loans and advances in the nature of loans where there is no repayment schedule.

- All loans and advances in the nature of loans are given on terms within the limits specifi ed under Section 372A of the Act.

- Loans and Advances to employees and investment by such employees in the shares of the company, if any are excluded from the above disclosure.

9. Quantitative Details

b) Refer Annexure C in respect of investments purchased and sold during the year.

10. Operating Leases

a) Where the Company is a lessee:

The operating lease arrangement relating to office premises extend upto a maximum of fi ve years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for office premises and towards which the lease rental of Rs. 5,698 (000s) [Previous Year - Rs. 4,384 (000s)] has been included in Rent under Schedule 18 to the Profit and Loss Account.

b) Where the Company is a lessor:

The Company has given Optical Fibre Cable under operating lease. These are generally cancelable and are renewable by mutual consent on mutually agreeable terms. The lease income recognized in the Profit and Loss Account under Lease Income – Optical Fibre Cable of Rs. 54,872 (000s) [Previous Year - Rs. Nil] under Schedule 13 to the Profit and Loss Account.

13. The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are Nil [Previous Year – Nil].

14. The company has not received any intimation from "Suppliers" regarding their status under the "Micro, Small and Medium Enterprise Development Act 2006" and hence disclosures if any, relating to amounts unpaid as at year end together with amount paid / payable as required under the said Act has not been given.

15. As at 31st March, 2011, there are no amounts on account of Unclaimed Dividend, which are Due to the Investors Education Protection Fund (IEPF). During the year, the Company has transferred Rs. 349 (000s) [Previous Year - Rs. 187 (000s)] to the IEPF on account of Unclaimed Dividend outstanding for the period exceeding seven years.

16. Disclosure in accordance with Accounting Standard 15 (Revised 2005) Employee Benefits The Company has classifi ed various benefi ts provided to employees as under:

I Defined Contribution Plans

a) Provident Fund

b) State Defined Contribution Plans

i) Employers Contribution to Employees State Insurance

ii) Employers Contribution to Employees Pension Scheme 1995 During the year, the Company has recognised the following amounts in the Profi t and Loss Account

17. Employee Stock Option Scheme (ESOS)

The exercise price per share is calculated on the basis of closing price at the National Stock Exchange of India Limited immediately preceding the date of grant.

Under the scheme, one-third of the granted options shall vest and become exercisable one year from date of grant; and thereafter the right under the options would be exercisable after the earliest applicable vesting date and prior to the completion of the 48th month from the grant. The balance two third of the options will vest equally on the second and third anniversary of the grant date, respectively.

12,000 Options granted under Grant III have lapsed in earlier years.

The fair value of stock option has been calculated using Black-Scholes Option Pricing Model.

The compensation costs of stock options granted to employees are accounted using the intrinsic value method. Intrinsic value is the amount by which the quoted market price of the underlying share exceeds the exercise price of the option. In view of exercise price being equal to closing market price on the day prior to the date of the grant, the intrinsic value of the option is Rs. Nil. Consequently, the accounting value of the option (compensation cost) is also Rs. Nil.

Had the Company adopted fair value method in respect of options granted, the employee compensation cost would have been lower by Rs. Nil [Previous Year - lower by Rs. 2,448 (000s)], Profit After Tax would have been higher by Rs. Nil [Previous Year - higher by Rs. 2,448 (000s)], and the basic and diluted earning per share would have been higher by Rs. Nil (Previous Year - lower by Rs. 0.12).

18. Scheme of Amalgamation of HTMT Telecom Private Limited with the Company

a) Pursuant to the Scheme of Amalgamation made under section 391 and 394 of the Companies Act 1956, between the Company and HTMT Telecom Private Limited (HTMT Telecom), a wholly owned subsidiary of the Company, as sanctioned by the Honourable High Court of Judicature at Bombay on 15th April, 2011, all the assets and liabilities of HTMT Telecom were transferred to and vested in the Company with effect from 1st January, 2011, the appointed date. Accordingly, the Financial Statements of the Company for the year refl ect the aforesaid Scheme. The said amalgamation has been accounted for under the Pooling of interests method as prescribed by Accounting Standard (AS-14) notifi ed under the Companies Accounting Standard Rules 2006. Accordingly, all the assets, liabilities and other reserves of HTMT Telecom as on the appointed date have been taken over at book values. No adjustment is required to be made for the differences in the accounting policies between the Companies.

The assets and liabilities transferred to the Company pursuant to the Scheme are in the name of HTMT Telecom as on 31st March, 2011 pending completion of the relevant formalities of transfer.

c) No consideration is due for the acquisition of the net assets of HTMT Telecom Private Limited as it is a Wholly Owned subsidiary of the Company. The 10,010,000 Equity shares of Rs. 10 each and 9,90,000 1% Participatory Redeemable Non-Cumulative Preference shares of Rs.10 each at a premium of Rs.990/- each of HTMT Telecom held as investments by the Company have been cancelled, pursuant to the Scheme.

19. The Company had obtained registration as a sub-broker for National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company is engaged in the activity of sub-broking during the year. In the opinion of the Management and based on a legal opinion, the Company is not considered as a Non-Banking Financial Company as per the guidelines issued by Reserve Bank of India.

20. The Company has recognised Minimum Alternate Tax (MAT) credit as per the provisions of section 115JAA of the Income tax Act, 1961 in the current year, which can be carried forward for a period of ten years and can be set-off against the tax payable when the Company will fall under the normal tax rate. The convincing evidence of obtaining tax credit is supported by subsequent performance of the Company and subsisting business, which will ensure availability of sufficient future taxable income against which the above MAT credit will be adjusted.

21. a) Inter Corporate Deposit aggregating Rs. 820,000 (000s) [Previous Year - Rs. 900,000 (000s)] is secured by way of pledge of equity shares held by a borrower in a company.

b) Inter Corporate Deposit aggregating Rs. Nil [Previous Year - Rs. 50,000 (000s)] and accrued interest of Rs. Nil [Previous Year – Rs. 12,541 (000s)] are secured by way of mortgage of borrowers immovable property at Bangalore.

22. Previous Years fi gures have been regrouped/ rearranged, wherever considered necessary to conform to current year fi gures. However the current years fi gures are strictly not comparable due to amalgamation of a subsidiary i.e. HTMT Telecom Private Limited, with the Company.

---

Mar 31, 2010

1. Capital Commitments and Contingent Liabilities

a) Estimated amount of contracts (net of capital advances aggregating Rs. 7,260 (000’s) [Previous Year Rs. 416 (000’s)] remaining to be executed on capital account and not provided for is Rs. 3,880 (000’s) [Previous Year - Rs. 520 (000’s)].

b) Contingent liabilities in respect of:

(Rs. 000s) Sr. Particulars As at As at No. 31.03.2010 31.03.2009 i. Counter Guarantee provided by the Company for guarantee 10,460 10,000 given by IndusInd Bank Limited to IndusInd Media and Communications Limited, a subsidiary company.

ii. Income Tax matters against which the Company has fled 158,359 166,355 appeals/ objections. (Refer Note 1 below).

iii. Summary Suit has been fled by Nishkalp Investments and 86,712 86,712 Trading Company Limited with regard to the dispute for buyback of shares of Plus Paper Foodpac Limited (PPFL) vide an agreement dated November 25, 1997. The Management is of the opinion that the Company has a good case and the summary suit is not sustainable.

iv. Other Claims against the Company not acknowledged as debts - 158 (to the extent ascertainable).

Notes:

1. Net of amount of Rs. 1,220,843 (000’s) [Previous Year – Rs. 308,164 (000’s)] being disputed income tax liabilities pertaining to IT/ ITES business, which is reimbursable from Hinduja Global Solutions Limited, pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business sanctioned by High Court of Judicature of Bombay and made effective on March 7, 2007. In respect of the aforesaid disputed dues, an amount of Rs. 194,712 (000’s) [Previous Year – Rs. 72,768 (000’s)] has been deposited by the Company with income tax authorities under protest. The Company has received Rs. 135,000 (000’s) [Previous Year – Rs. 50,000 (000’s)] upto March 31, 2010 from Hinduja Global Solutions Limited to discharge part payment of disputed income tax liabilities pertaining to IT/ ITES business, which is netted from advance tax and tax deducted at source (Net of Provisions). Additionally, an objection in respect of income tax matters pertaining to IT/ ITES business has been fled with Dispute Resolution Panel involving an amount of Rs. 183,438 (000’s) [Previous Year – Rs. Nil], which is pending disposal.

2. With respect to the above, the Company does not expect any outfow.

3. Segment Reporting

Primary Segment

In accordance with Accounting Standard 17 - Segment Reporting, the Management has identifed its business segments based on the nature of services, nature of risks and returns as applicable to each segment and the internal fnancial reporting systems, so far as they relate to the specifc groups included in the segments, which are as under:

I. Media and Communications - consists of various media / communication related activities spearheaded by the Corporate Group. This segment also includes all activities relating to increase in shareholders value in subsidiaries belonging to the Company in this sector.

II. Real Estate – The Company has real estate activities in the form of property development. The segment also identifes potential investment opportunities in real estate properties either itself or through participation in the form of shares or securities of real estate companies.

III. Treasury – This segment consists of activities relating to i. deployment of surplus funds and

ii. existing stock in trade/ investments in shares and securities, other than subsidiaries.

Revenue and expenses have been accounted for on the basis of their relationship to the operating activities of the segment. Expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Expenses”. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocable Assets/ Liabilities”.

Secondary Segment

The Company has identifed its secondary segment as geographical segment, based on the location of the customers. Customers are classifed as either domestic or overseas.

4. related Party Disclosures (as identifed by the Management)

I. Individual having control with relatives and associates

Mr. Ashok P. Hinduja, Executive Chairman

II. Subsidiaries of Hinduja Ventures Limited (includes indirect subsidiaries)

1. IndusInd Media and Communications Limited 2. Grant Investrade Limited 3. HTMT Telecom Private Limited 4. IDL Speciality Chemicals Limited (effective March 29, 2010) 5. USN Networks Private Limited 6. Gold Star Noida Network Private Limited (effective April 1, 2008) 7. Seven Star Information Technology Private Limited (effective April 1, 2008) 8. Bhima Riddhi Infotainment Private Limited (effective April 1, 2008) 9. United Mysore Network Private Limited (effective October 1, 2008) 10. Apna Incable Broadband Services Private Limited (effective January 19, 2009) 11. Sangli Media Services Private Limited (effective July 2, 2009)

III. Associates

1. United Mysore Network Private Limited (upto September 30, 2008) 2. Planet E-Shop Holdings India Limited 3. IN Entertainment (India) Limited (formerly Shop24Seven India Limited)

IV. Joint Venture

1. RMD Baroda Network Private Limited (effective April 1, 2009)

v. Key Management Personnel

Mr. Dilip Panjwani, Manager and Company Secretary

VI. Enterprises where common control exists

1. Aasia Management and Consultancy Private Limited 2. Hinduja Group India Limited 3. Hinduja Realty Ventures Limited 4. Hinduja Global Solutions Limited 5. APDL Estates Limited

5. Operating Leases

The operating lease arrangement relating to offce premises extend upto a maximum of fve years from the respective date of inception and are renewable on mutual consent. In addition, the Company has entered into cancellable leasing arrangements for offce premises and towards which the lease rental of Rs. 4,384 (000’s) [Previous Year - Rs. 4,384 (000’s)] has been included in ‘Rent’ under Schedule ‘S’ to the Proft and Loss Account.

6. There are no delays in payment to Micro and Small Enterprises as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006.

This has been determined to the extent to such parties have been identifed on the basis of information available with the Company. This has been relied upon by the Auditors.

7. As at March 31, 2010, there are no amounts on account of Unclaimed Dividend, which are due to the Investors’ Education Protection Fund (IEPF). During the year, the Company has transferred Rs. 187 (000’s) [Previous Year - Rs. 186 (000’s)] to the IEPF on account of Unclaimed Dividend outstanding for the period exceeding seven years.

8. Disclosure in accordance with Accounting Standard 15 (Revised 2005) ‘Employee Benefts’ The Company has classifed various benefts provided to employees as under:

i Defned Contribution Plans

a) Provident Fund

b) State Defned Contribution Plans

i) Employer’s Contribution to Employees’ State Insurance

ii) Employer’s Contribution to Employees’ Pension Scheme 1995

The exercise price per share is calculated on the basis of closing price at the National Stock Exchange of India Limited immediately preceding the date of grant.

Under the scheme, one-third of the granted options shall vest and become exercisable one year from date of grant; and thereafter the right under the options would be exercisable after the earliest applicable vesting date and prior to the completion of the 48th month from the grant. The balance two third of the options will vest equally on the second and third anniversary of the grant date, respectively.

12,000 Options granted under Grant III have lapsed in earlier years.

The fair value of stock option has been calculated using Black-Scholes Option Pricing Model.

The compensation costs of stock options granted to employees are accounted using the intrinsic value method. Intrinsic value is the amount by which the quoted market price of the underlying share exceeds the exercise price of the option. In view of exercise price being equal to closing market price on the day prior to the date of the grant, the intrinsic value of the option is Rs. Nil. Consequently, the accounting value of the option (compensation cost) is also Rs. Nil.

Had the Company adopted fair value method in respect of options granted, the employee compensation cost would have been lower by Rs. 2,448 (000’s) [Previous Year - higher by Rs. 5,606 (000’s)], Proft After Tax would have been higher by Rs. 2,448 (000’s) [Previous Year - lower by Rs. 5,606 (000’s)], and the basic and diluted earning per share would have been higher by Rs. 0.12 (Previous Year - lower by Rs. 0.27).

9. In the previous year, the Company had obtained registration as a sub-broker for National Stock Exchange of India Limited and Bombay Stock Exchange Limited from Securities and Exchange Board of India. The Company commenced the activity of sub-broking during the year. In the opinion of the Management and based on the legal opinion obtained, the Company is not considered as Non-Banking Financial Company as per guidelines issued by Reserve Bank of India.

10. a) Inter Corporate Deposit aggregating Rs. 900,000 (000’s) [Previous Year - Rs. 910,000 (000’s)] and accrued interest of Rs. Nil [Previous Year – Rs. 25,803 (000’s)] as at March 31, 2010 are secured by way of pledge of equity shares held by a borrower in a company. The original equity share certifcates are deposited with an Escrow Agent, who has the right to facilitate the transfer of pledged shares in favour of the Company in case of a default. The market value of such equity shares determined by an independent valuer during the year aggregates Rs. 2,513,102 (000’s) [Previous Year - Rs.1,560,183 (000’s)].

b) Inter Corporate Deposit aggregating Rs. 50,000 (000’s) [Previous Year - Rs. 230,000 (000’s)] and accrued interest of Rs. 12,541 (000’s) [Previous Year – Rs. 6,736 (000’s)] as at March 31, 2010 are secured by way of mortgage on borrower’s immovable property at Bangalore.

11. Information with regard to other matters specifed in Part II of Schedule VI to the Act are either nil or not applicable to the Company for the year ended March 31, 2010.

12. Previous Year’s fgures have been regrouped/ rearranged, wherever considered necessary.

The Schedules A to U and Annexures A to C referred to above form an integral part of the fnancial statements.