o) Provisions
Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable
that an outflow of resources embodying
economic benefits will be required to settle
the obligation and a reliable estimate can be
made of the amount of the obligation. When
the Company expects some or all of a provision
to be reimbursed, for example, under an
insurance contract, the reimbursement is
recognised as a separate asset, but only when
the reimbursement is virtually certain. The
expense relating to a provision is presented
in the statement of profit and loss net of
any reimbursement.
If the effect of the time value of money is
material, provisions are discounted using
a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability.
When discounting is used, the increase in
the provision due to the passage of time is
recognised as a finance cost.
p) Employee benefits
Short term employee benefits and defined
contribution plans:
All employee benefits payable/available within
twelve months of rendering the service are
classified as short-term employee benefits.
Benefits such as salaries, wages and bonus
etc. are recognised in the statement of profit
and loss in the period in which the employee
renders the related service.
Employee benefit in the form of provident
fund is a defined contribution scheme. The
Company has no obligation, other than the
contribution payable to the provident fund.
The Company recognizes contribution payable
to the provident fund scheme as an expense,
when an employee renders the related service.
If the contribution payable to the scheme for
service received before the balance sheet date
exceeds the contribution already paid, the
deficit payable to the scheme is recognized
as a liability after deducting the contribution
already paid. If the contribution already paid
exceeds the contribution due for services
received before the balance sheet date, then
excess is recognized as an asset to the extent
that the pre-payment will lead to, for example,
a reduction in future payment or a cash refund.
Gratuity
Gratuity is a defined benefit scheme. The
cost of providing benefits under the defined
benefit plan is determined using the projected
unit credit method.
Re-measurements, comprising of actuarial
gains and losses, the effect of the asset ceiling,
excluding amounts included in net interest
on the net defined benefit liability and the
return on plan assets (excluding amounts
included in net interest on the net defined
benefit liability), are recognised immediately
in the balance sheet with a corresponding
debit or credit to retained earnings through
OCI in the period in which they occur. Re¬
measurements are not reclassified to profit or
loss in subsequent periods.
Past service costs are recognised in profit or
loss on the earlier of:
• The date of the plan amendment or
curtailment, and
• The date that the Company recognises
related restructuring cost
Net interest is calculated by applying the
discount rate to the net defined benefit
liability or asset.
The Company recognises the following changes
in the net defined benefit obligation as an
expense in the Statement of profit and loss:
• Service costs comprising current service
costs, past-service costs, gains and
losses on curtailments and non-routine
settlements; and
• Net interest expense or income
Termination benefits
Termination benefits are payable when
employment is terminated by the company
before the normal retirement date. The
Company recognises termination benefits at
the earlier of the following dates: (a) when the
company can no longer withdraw the offer
of those benefits; and (b) when the Company
recognises costs for a restructuring that is
within the scope of Ind AS 37 and involves
the payment of terminations benefits. Benefits
falling due more than 12 months after the
end of the reporting period are discounted
to present value.
Compensated Absences
Accumulated leave, which is expected to be
utilized within the next 12 months, is treated
as short term employee benefit. The Company
measures the expected cost of such absences
as the additional amount that it expects to pay
as a result of the unused entitlement that has
accumulated at the reporting date.
Re-measurements, comprising of actuarial
gains and losses, are immediately taken to
the statement of profit and loss and are not
deferred. The Company presents the leave as a
current liability in the balance sheet to the extent
it does not have an unconditional right to defer
its settlement for 12 months after the reporting
date. Where Company has the unconditional
legal and contractual right to defer the
settlement for a period beyond 12 months, the
same is presented as non- current liability.
q) Share-based payments
Employees (including senior executives) of the
Company receive remuneration in the form
of share-based payments, whereby employees
render services as consideration for equity
instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is
determin ed by the fair value at the date when the
grant is made using an appropriate valuation
model. The Company has availed option under
Ind-AS 101, to apply intrinsic value method to
the options already vested before the date of
transition and applied Ind-AS 102 Share-based
payment to equity instruments that remain
unvested as of transition date.
That cost is recognised, together with a
corresponding increase in share-based
payment (SBP) reserves in equity, over the
period in which the performance and/or
service conditions are fulfilled in employee
benefits expense. The cumulative expense
recognised for equity-settled transactions
at each reporting date until the vesting date
reflects the extent to which the vesting period
has expired and the Company’s best estimate
of the number of equity instruments that will
ultimately vest. The statement of profit and loss
expense or credit for a period represents the
movement in cumulative expense recognised
as at the beginning and end of that period and
is recognised in employee benefits expense.
Service and non-market performance
conditions are not taken into account when
determining the grant date fair value of awards,
but the likelihood of the conditions being met is
assessed as part of the Company’s best estimate
of the number of equity instruments that will
ultimately vest. Market performance conditions
are reflected within the grant date fair value.
Any other conditions attached to an award,
but without an associated service requirement,
are considered to be non-vesting conditions.
Non-vesting conditions are reflected in the fair
value of an award and lead to an immediate
expensing of an award unless there are also
service and/or performance conditions.
No expense is recognised for awards that
do not ultimately vest because non-market
performance and/or service conditions have
not been met. Where awards include a market
or non-vesting condition, the transactions are
treated as vested irrespective of whether the
market or non-vesting condition is satisfied,
provided that all other performance and/or
service conditions are satisfied.
When the terms of an equity-settled award are
modified, the minimum expense recognised
is the expense had the terms had not been
modified, if the original terms of the award are
met. An additional expense is recognised for
any modification that increases the total fair
value of the share-based payment transaction,
or is otherwise beneficial to the employee as
measured at the date of modification. Where
an award is cancelled by the entity or by the
counterparty, any remaining element of the
fair value of the award is expensed immediately
through profit or loss.
The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.
r) Financial instruments
A financial instrument is any contract that
gives rise to a financial asset of one entity and
a financial liability or equity instrument of
another entity.
Financial assets
Initial recognition and measurement
All financial assets (other than trade receivable
which is recognised at transaction price as per
Ind AS 115) are recognised initially at fair value
plus, in the case of financial assets not recorded
at fair value through profit or loss, transaction
costs that are attributable to the acquisition of
the financial asset.
Subsequent measurement
For purposes of subsequent measurement,
financial assets are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments, derivatives and equity
instruments at fair value through profit
or loss (FVTPL)
• Equity instruments measured at fair
value through other comprehensive
income (FVTOCI)
Debt instruments at amortised cost
A 'debt instrument' is measured at the amortised
cost if both the following conditions are met:
a) The asset is held within a business model
whose objective is to hold assets for
collecting contractual cash flows, and
b) Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI)
on the principal amount outstanding.
After initial measurement, such financial
assets are subsequently measured at amortised
cost using the effective interest rate (EIR)
method. Amortised cost is calculated by
taking into account any discount or premium
on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation
is included in finance income in the profit or
loss. The losses arising from impairment are
recognised in the profit or loss. This category
generally applies to trade and other receivables.
For more information on receivables,
refer to Note 10A.
Debt instruments at FVTPL
FVTPL is a residual category for debt
instruments. Any debt instrument, which
does not meet the criteria for categorization
as at amortized cost or as FVTOCI, is
classified as at FVTPL.
In addition, the Company may elect to designate
a debt instrument which otherwise meets
amortized cost or FVTOCI criteria, as at FVTPL.
However, such election is allowed only if doing
so reduces or eliminates a measurement
or recognition inconsistency (referred to as
‘accounting mismatch’).
The net changes in fair value are recognised
in the statement of profit and loss. Mutual
Funds Debt instruments included within the
FVTPL category are measured at fair value
with all changes recognized in the Statement
of Profit and Loss as “Finance income from
debt instruments at FVTPL” under the head
“Other Income”.
Equity investments
All equity investments in scope of Ind-AS 109
are measured at fair value. Equity instruments
which are held for trading and contingent
consideration recognised by an acquirer in a
business combination to which Ind-AS 103
applies are Ind-AS classified as at FVTPL. For
all other equity instruments, the Company may
make an irrevocable election to present in other
comprehensive income 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.
If the Company decides to classify an equity
instrument 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
P&L, even on sale of investment. However, the
Company may transfer the cumulative gain or
loss within equity.
Equity instruments included within the FVTPL
category are measured at fair value with all
changes recognized in the P&L.
De-recognition
A financial asset (or, where applicable, a
part of a financial asset or part of a Company
of similar financial assets) is primarily
derecognised (i.e. removed from the Company’s
balance sheet) when:
• The rights to receive cash flows from the
asset have expired, or
• The Company has transferred its rights to
receive cash flows from the asset or has
assumed an obligation to pay the received
cash flows in full without material delay
to a third party under a ‘pass-through'
arrangement; and either (a) the Company
has transferred substantially all the
risks and rewards of the asset, or (b) the
Company has neither transferred nor
retained substantially all the risks and
rewards of the asset, but has transferred
control of the asset.
When the Company has transferred its rights to
receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks
and rewards of ownership. When it has neither
transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred
control of the asset, the Company continues to
recognise the transferred asset to the extent of the
Company continuing involvement. In that case, the
Company also recognises an associated liability.
The transferred asset and the associated liability
are measured on a basis that reflects the rights
and obligations that the Company has retained.
Continuing involvement that takes the form
of a guarantee over the transferred asset is
measured at the lower of the original carrying
amount of the asset and the maximum amount
of consideration that the Company could be
required to repay.
Impairment of financial assets
In accordance with Ind-AS 109, the Company
applies expected credit loss (ECL) model for
measurement and recognition of impairment
loss on the following financial assets and
credit risk exposure:
a) Financial assets that are debt instruments,
and are measured at amortised cost e.g.,
loans, debt securities, deposits, trade
receivables and bank balance
b) Lease receivables under Ind-AS 116
c) Trade receivables o r any contractual right
to receive cash or another financial asset
that result from transactions that are
within the scope of Ind-AS 115 (referred
to as ‘contractual revenue receivables' in
these financial statements).
The Company follows ‘simplified approach' for
recognition of impairment loss allowance on:
• Trade receivables or contract revenue
receivables; and
• All lease receivables resulting from
transactions within the scope of Ind-AS 116
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 ECLs at each
reporting date, right from its initial recognition.
For recognition of impairment loss on
other financial assets and risk exposure, the
Company determines that whether there has
been a significant increase in the credit risk
since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used
to provide for impairment loss. However, if
credit risk has increased significantly, lifetime
ECL is used. If, in a subsequent period, credit
quality of the instrument improves such that
there is no longer a significant increase in
credit risk since initial recognition, then the
entity reverts to recognising impairment loss
allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses
resulting from all possible default events over
the expected life of a financial instrument.
The 12-month ECL is a portion of the lifetime
ECL which results from default events that
are possible within 12 months after the
reporting date.
As a practical expedient, the Company uses a
provision matrix to determine impairment loss
allowance on portfolio of its trade receivables.
The provision matrix is based on its historically
observed default rates over the expected life
of the trade receivables and is adjusted for
forward looking estimates. At every reporting
date, the historical observed default rates are
updated and changes in the forward looking
estimates are analysed.
ECL impairment loss allowance (or reversal)
recognized during the period is recognized as
income/ expense in the statement of profit and
loss (P&L). This amount is reflected under the
head ‘other expenses' in the P&L. The balance
sheet presentation for various financial
instruments is described below:
• Financial assets measured as at amortised
cost, contractual revenue receivables and
lease receivables: ECL is presented as
an allowance, i.e., as an integral part of
the measurement of those assets in the
balance sheet. The allowance reduces the
net carrying amount. Until the asset meets
write-off criteria, the Company does not
reduce impairment allowance from the
gross carrying amount.
For assessing increase in credit risk and
impairment loss, the Company combines
financial instruments on the basis of shared
credit risk characteristics with the objective
of facilitating an analysis that is designed to
enable significant increases in credit risk to be
identified on a timely basis.
The Company does not have any purchased
or originated credit-impaired (POCI) financial
assets, i.e., financial assets which are credit
impaired on purchase/ origination.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings,
payables, or as derivatives designated as
hedging instruments in an effective hedge,
as appropriate.
All financial liabilities are recognised initially
at fair value and, in the case of loans and
borrowings and payables, net of directly
attributable transaction costs.
The Company’s financial liabilities include
trade and other payables, loans and borrowings
including bank overdrafts and derivative
financial instruments.
Subsequent measurement
The measurement of financial liabilities
depends on their classification, as
described below:
Financial liabilities at fair value through profit
or loss
Financial liabilities at fair value through profit
or loss include financial liabilities designated
upon initial recognition as at fair value through
profit or loss. This category includes derivative
financial instruments entered into by the
Company that are not designated as hedging
instruments in hedge relationships as defined
by Ind-AS 109.
Financial liabilities designated upon initial
recognition at fair value through profit or loss
are designated as such at the initial date of
recognition, and only if the criteria in Ind-AS
109 are satisfied. For liabilities designated as
FVTPL, fair value gains/ losses attributable to
changes in own credit risk are recognized in
OCI. These gains/ loss are not subsequently
transferred to Statement of Profit and Loss.
However, the Company may transfer the
cumulative gain or loss within equity. All
other changes in fair value of such liability are
recognised in the statement of profit or loss.
Loans and borrowings
After initial recognition, interest-bearing loans
and borrowings are subsequently measured
at amortised cost using the EIR method. Gains
and losses are recognised in profit or loss
when the liabilities are derecognised as well as
through the EIR amortisation process.
Amortised cost is calculated by taking
into account any discount or premium on
acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation
is included as finance costs in the statement of
profit and loss.
This category generally applies to borrowings.
For more information refer Note 14A.
De-recognition
A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the
terms of an existing liability are substantially
modified, such an exchange or modification
is treated as the de-recognition of the original
liability and the recognition of a new liability.
The difference in the respective carrying
amounts is recognised in the statement of
profit or loss.
Embedded derivatives
An embedded derivative is a component of
a hybrid (combined) instrument that also
includes a non-derivative host contract - with
the effect that some of the cash flows of the
combined instrument vary in a way similar to a
stand-alone derivative. An embedded derivative
causes some or all of the cash flows that
otherwise would be required by the contract
to be modified according to a specified interest
rate, financial instrument price, commodity
price, foreign exchange rate, index of prices
or rates, credit rating or credit index, or other
variable, provided in the case of a non-financial
variable that the variable is not specific to
a party to the contract. Reassessment only
occurs if there is either a change in the terms
of the contract that significantly modifies the
cash flows that would otherwise be required or
a reclassification of a financial asset out of the
fair value through profit or loss.
If the hybrid contract contains a host that is a
financial asset within the scope of Ind-AS 109,
the Company does not separate embedded
derivatives. Rather, it applies the classification
requirements contained in Ind-AS 109 to the
entire hybrid contract. Derivatives embedded
in all other host contracts are accounted for as
separate derivatives and recorded at fair value
if their economic characteristics and risks are
not closely related to those of the host contracts
and the host contracts are not held for trading
or designated at fair value though profit or loss.
These embedded derivatives are measured at
fair value with changes in fair value recognised
in profit or loss, unless designated as effective
hedging instruments.
Offsetting of financial instruments
Financial assets and financial liabilities are
offset and the net amount is reported in the
balance sheet if there is a currently enforceable
legal right to offset the recognised amounts and
there is an intention to settle on a net basis,
to realise the assets and settle the liabilities
simultaneously.
s) Derivative financial Instruments and hedge
accounting
Derivative accounting
Initial recognition and subsequent
measurement
The Company uses derivative financial
instruments, such as forward currency
contracts. Such derivative financial instruments
are initially recognised at fair value on the
date on which a derivative contract is entered
into and are subsequently re-measured at fair
value. Derivatives are carried as financial assets
when the fair value is positive and as financial
liabilities when the fair value is negative.
Any gains or losses arising from changes in the
fair value of derivatives are taken directly to
profit or loss.
Hedge Accounting
For the purpose of hedge accounting, hedges
are classified as:
• Cash flow hedges when hedging the
exposure to variability in cash flows that is
attributable to a particular risk associated
with a recognised liability.
At the inception of a hedge relationship, the
Company formally designates and documents
the hedge relationship to which the Company
wishes to apply hedge accounting and the
risk management objective and strategy for
undertaking the hedge.
The documentation includes identification
of the hedging instrument, the hedged item,
the nature of the risk being hedged, and how
the Company will assess whether the hedging
relationship meets the hedge effectiveness
requirements (including the analysis of sources
of hedge ineffectiveness and how the hedge
ratio is determined). A hedging relationship
qualifies for hedge accounting if it meets all of
the following effectiveness requirements:
• There is ‘an economic relationship’
between the hedged item and the
hedging instrument.
• The effect of credit risk does not ‘dominate
the value changes’ that result from that
economic relationship.
• The hedge ratio of the hedging
relationship is the same as that resulting
from the quantity of the hedged item that
the Company actually hedges and the
quantity of the hedging instrument that
the Company actually uses to hedge that
quantity of hedged item.
Hedges that meet the strict criteria for
hedge accounting are accounted for, as
described below:
Cash flow hedges
The effective portion of the gain or loss on the
hedging instrument is recognised in OCI in the
Effective portion of cash flow hedges, while any
ineffective portion is recognised immediately
in the statement of profit and loss. The Effective
portion of cash flow hedges is adjusted to
the lower of the cumulative gain or loss on
the hedging instrument and the cumulative
change in fair value of the hedged item.
The Company designates (Cash Flow Hedge):
• Fair Value of hedging instruments taken to
hedge foreign currency risk for repayment
of Principal Amount in relation to FCNR
Loan availed in USD.
• Fair Value of hedging instruments
taken to hedge interest rate risk in
respect of Floating rate of interest in
relation to FCNR Loan.
Initial recognition and subsequent
measurement -Cash flow hedges that qualify
for hedge accounting
• The effective portion of changes in the fair
value of derivatives that are designated and
qualify as cash flow hedges is recognised
in the other comprehensive income in
cash flow hedging reserve within equity,
limited to the cumulative change in fair
value of the hedged item on a present value
basis from the inception of the hedge.
• The gain or loss relating to the ineffective
portion is recognised immediately in
profit or loss, within income or expenses.
• Amounts accumulated in equity are
reclassified to profit or loss in the periods
when the hedged item affects profit or loss.
• When a hedging instrument expires,
or is sold or terminated, or when a
hedge no longer meets the criteria for
hedge accounting, the cumulative gain
or loss that were reported in equity are
immediately reclassified to profit or loss
within income or expenses.
t) Cash dividend to equity holders of the
parent
The Company recognises a liability to make
cash distributions to equity holders of the
parent when the distribution is authorised and
the distribution is no longer at the discretion
of the Company. As per the corporate laws in
India, a distribution is authorised when it is
approved by the shareholders. A corresponding
amount is recognised directly in equity.
u) Contingent liabilities
A contingent liability is a possible obligation
that arises from past events whose existence
will be confirmed by the occurrence or non¬
occurrence of one or more uncertain future
events beyond the control of the Company or a
present obligation that is not recognized because
it is not probable that an outflow of resources
will be required to settle the obligation. A
contingent liability also arises in extremely
rare cases where there is a liability that cannot
be recognized because it cannot be measured
reliably. The Company does not recognize a
contingent liability but discloses its existence
in the financial statements. Contingent assets
are only disclosed when it is probable that the
economic benefits will flow to the entity.
v) Cash and cash equivalents
Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand and
short-term deposits with an original maturity
of three months or less, 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, net
of outstanding bank overdrafts as they are
considered an integral part of the Company’s
cash management. Cash flows from operating
activities are being prepared as per the Indirect
method mentioned in Ind AS 7.
w) Measurement of EBITDA
The Company has elected to present earnings
before finance costs, tax, depreciation and
amortization (EBITDA) as a separate line item
on the face of the statement of profit and loss.
The Company measures EBITDA on the face of
profit/ (loss) from continuing operations. In the
measurement, the Company does not include
depreciation and amortization expense,
finance costs and tax expense.
x) Investments in subsidiaries
An investor, regardless of the nature of its
involvement with an entity (the investee), shall
determine whether it is a parent by assessing
whether it controls the investee.
An investor controls an investee when it is
exposed, or has rights, to variable returns from
its involvement with the investee and has the
ability to affect those returns through its power
over the investee.
Thus, an investor controls an investee if and
only if the investor has all the following:
(a) power over the investee;
(b) exposure, or rights, to variable returns
from its involvement with the investee and
(c) the ability to use its power over the
investee to affect the amount of the
investor’s returns.
The Company has elected to recognize its
investments in subsidiary companies at cost
in accordance with the option available in
Ind-AS 27, ‘Separate Financial Statements’.
Except where investments accounted for at
cost shall be accounted for in accordance with
Ind-AS 105, Non-current Assets Held for Sale
and Discontinued Operations, when they are
classified as held for sale.
Investment carried at cost will be tested for
impairment as per Ind-AS 36.
y) Business combinations
Business combinations are accounted for
using the acquisition method, other than
common control transactions. The cost of an
acquisition is measured as the aggregate of
the consideration transferred measured at
acquisition date fair value and the amount of
any non-controlling interests in the acquiree.
For each business combination, the Company
elects whether to measure the non-controlling
interests in the acquiree at fair value or at
the proportionate share of the acquiree’s
identifiable net assets. Acquisition-related
costs are expensed as incurred.
At the acquisition date, the identifiable assets
acquired and the liabilities assumed are
recognised at their acquisition date fair values.
For this purpose, the liabilities assumed
include contingent liabilities representing
present obligation and they are measured at
their acquisition fair values irrespective of
the fact that outflow of resources embodying
economic benefits is not probable. However,
the following assets and liabilities acquired in
a business combination are measured at the
basis indicated below:
• Deferred tax assets or liabilities, and the
assets or liabilities related to employee
benefit arrangements are recognised and
measured in accordance with Ind-AS
12 Income Tax and Ind-AS 19 Employee
Benefits respectively.
• Liabilities or equity instruments related
to share based payment arrangements of
the acquiree or share - based payments
arrangements of the Company entered
into to replace share-based payment
arrangements of the acquiree are
measured in accordance with Ind-
AS 102 Share-based Payments at the
acquisition date.
When the Company acquires a business, it
assesses the financial assets and liabilities
assumed for appropriate classification
and designation in accordance with the
contractual terms, economic circumstances
and pertinent conditions as at the acquisition
date. This includes the separation of embedded
derivatives in host contracts by the acquiree.
If the business combination is achieved in
stages, any previously held equity interest is re¬
measured at its acquisition date fair value and
any resulting gain or loss is recognised in profit
or loss or OCI, as appropriate.
Any contingent consideration to be transferred
by the acquirer is recognised at fair value at
the acquisition date. Contingent consideration
classified as an asset or liability that is a
financial instrument and within the scope of
Ind-AS 109 Financial Instruments, is measured
at fair value with changes in fair value
recognised in profit or loss. If the contingent
consideration is not within the scope of Ind-
AS 109, it is measured in accordance with the
appropriate Ind-AS. Contingent consideration
that is classified as equity is not re-measured at
subsequent reporting dates and subsequent its
settlement is accounted for within equity.
Goodwill is initially measured at cost, being
the excess of the aggregate of the consideration
transferred and the amount recognised for
non-controlling interests, and any previous
interest held, over the net identifiable assets
acquired and liabilities assumed. If the fair
value of the net assets acquired is in excess
of the aggregate consideration transferred,
the Company re-assesses whether it has
correctly identified all of the assets acquired
and all of the liabilities assumed and reviews
the procedures used to measure the amounts
to be recognised at the acquisition date. If
the reassessment still results in an excess of
the fair value of net assets acquired over the
aggregate consideration transferred, then the
gain is recognised in OCI and accumulated in
equity as capital reserve. However, if there is no
clear evidence of bargain purchase, the entity
recognises the gain directly in equity as capital
reserve, without routing the same through OCI.
After initial recognition, goodwill is measured
at cost less any accumulated impairment
losses. For the purpose of impairment testing,
goodwill acquired in a business combination
is, from the acquisition date, allocated to each
of the Company’s cash-generating units that
are expected to benefit from the combination,
irrespective of whether other assets or liabilities
of the acquiree are assigned to those units.
A cash generating unit to which goodwill
has been allocated is tested for impairment
annually, or more frequently when there is an
indication that the unit may be impaired. If the
recoverable amount of the cash generating unit
is less than its carrying amount, the impairment
loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit
and then to the other assets of the unit pro rata
based on the carrying amount of each asset
in the unit. Any impairment loss for goodwill
is recognised in profit or loss. An impairment
loss recognised for goodwill is not reversed in
subsequent periods.
Where goodwill has been allocated to a cash¬
generating unit and part of the operation within
that unit is disposed off, the goodwill associated
with the disposed operation is included in
the carrying amount of the operation when
determining the gain or loss on disposal.
Goodwill disposed in these circumstances is
measured based on the relative values of the
disposed operation and the portion of the cash¬
generating unit retained.
If the initial accounting for a business
combination is incomplete by the end of the
reporting period in which the combination
occurs, the Company reports provisional
amounts for the items for which the
accounting is incomplete. Those provisional
amounts are adjusted through goodwill
during the measurement period, or additional
assets or liabilities are recognised, to reflect
new information obtained about facts and
circumstances that existed at the acquisition
date that, if known, would have affected
the amounts recognized at that date. These
adjustments are called as measurement period
adjustments. The measurement period does
not exceed one year from the acquisition date.
z) Business combinations - common control
transactions
Common control business combination means
a business combination involving entities or
businesses in which all the combining entities
or businesses are ultimately controlled by the
same party or parties both before and after
the business combination, and that control is
not transitory.
Common control business combination are
accounted for using the pooling of interests
method as follows:
• The assets and liabilities of the
combining entities are reflected at their
carrying amounts.
• No adjustments are made to reflect fair
values, or recognise any new assets or
liabilities. Adjustments are only made to
harmonise accounting policies.
• The financial information in the financial
statements in respect of prior periods is
restated as if the business combination
had occurred from the beginning of
the preceding period in the financial
statements, irrespective of the actual date
of the combination. However, where the
business combination had occurred after
that date, the prior period information is
restated only from that date.
• The balance of the retained earnings
appearing in the financial statements
of the transferor is aggregated with the
corresponding balance appearing in the
financial statements of the transferee or is
adjusted against general reserve.
• The identity of the reserves are preserved
and the reserves of the transferor become
the reserves of the transferee.
• The difference, if any, between the
amounts recorded as share capital issued
plus any additional consideration in
the form of cash or other assets and the
amount of share capital of the transferor
is transferred to capital reserve and
is presented separately from other
capital reserves
aa) Earnings per Share
Basic earnings per share
Basic earnings per share are
calculated by dividing:
- the profit attributable to
owners of the Company
- by the weighted average number of equity
shares outstanding during the financial
year, adjusted for bonus elements in
equity shares issued during the year and
excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjust the figures
used in the determination of basic earnings per
share to take into account:
- the after income tax effect of interest and
other financing costs associated with
dilutive potential equity shares, and
- the weighted average number of additional
equity shares that would have been
outstanding assuming the conversion of
all dilutive potential equity shares.
ab) Exceptional items
Items of income or expense which are
nonrecurring or outside of the ordinary
course of business and are of such size, nature
or incidence that their separate disclosure
is considered necessary to explain the
performance of the Company are disclosed
as exceptional items in the Statement of
Profit and Loss.
ac) Treasury shares
The Company has created HT Media Employee
Welfare Trust ("Trust") for providing share-
based payment to its employees. The Company
uses Trust as a vehicle for distributing shares to
employees under the employee remuneration
schemes. The Trust buys shares of the
company from the market, for giving shares
to employees. The Company treats Trust as its
extension and shares held by Trust are treated
as treasury shares.
Own equity instruments that are reacquired
(treasury shares) are recognised at cost and
deducted from equity. No gain or loss is
recognised in profit or loss on the purchase,
sale, issue or cancellation of the Comapny’s own
equity instruments. Any difference between
the carrying amount and the consideration, if
reissued, is recognised in Equity. Share options
exercised during the reporting period are
satisfied with treasury shares.
2.3. Significant accounting judgements, estimates
and assumptions
The preparation of the Company’s financial
statements requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates
could result in outcomes that require a material
adjustment to the carrying amount of assets or
liabilities affected in future periods.
The areas involving critical estimates are as
below:
Property, Plant and Equipment
The Company, based on technical assessment
management estimate, depreciates certain assets
over estimated useful lives which are different
from the useful life prescribed in Schedule II to
the Companies Act, 2013. The management has
estimated, supported by technical assessment, the
useful lives of certain plant and machinery as 16 to
21 years. These useful lives are higher than those
indicated in schedule II. The management believes
that these estimated useful lives are realistic and
reflect fair approximation of the period over which
the assets are likely to be used.
Defined benefit plans
The cost of the defined benefit gratuity plan and
the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial
valuation involves making various assumptions that
may differ from actual developments in the future.
These include the determination of the discount
rate, future salary increases and mortality rates. Due
to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount
rate. In determining the appropriate discount
rate for plans operated in India, the management
considers the interest rates of government bonds
in currencies consistent with the currencies of the
post-employment benefit obligation.
The mortality rate is based on publicly available
mortality tables for the specific countries. Those
mortality tables tend to change only at interval
in response to demographic changes. Future
salary increases and gratuity increases are
based on expected future inflation rates for the
respective countries.
Further details about gratuity obligations are
given in Note 33.
Impairment of financial assets
The impairment provisions for financial assets are
based on assumptions about risk of default and
expected loss rates. The Company uses judgement in
making these assumptions and selecting the inputs
to the impairment calculation, based on Company’s
past history, existing market conditions as well
as forward looking estimates at the end of each
reporting period.
The areas involving critical judgements are as
below:
Contingent Liabilities and commitments
The Company is involved in various litigations. The
management of the Company has used its judgement
while determining the litigations outcome of which
are considered probable and in respect of which
provision needs to be created.
Taxes
Uncertainties exist with respect to the interpretation
of complex tax regulations, changes in tax laws, and
the amount and timing of future taxable income.
Given the wide range of business relationships
and the long-term nature and complexity of
existing contractual agreements, differences arising
between the actual results and the assumptions
made, or future changes to such assumptions,
could necessitate future adjustments to tax income
and expense already recorded. The Company
establishes provisions, based on reasonable
estimates. The amount of such provisions is based
on various factors, such as experience of previous
tax assessments and differing interpretations of tax
regulations by the taxable entity and the responsible
tax authority. Such differences of interpretation
may arise on a wide variety of issues depending on
the conditions prevailing in the respective domicile
of the Companies.
Deferred tax assets are recognised for unused tax
losses to the extent that it is probable that sufficient
taxable profit will be available against which the
losses can be utilised. Significant management
judgement is required to determine the amount of
deferred tax assets that can be recognised, based
upon the likely timing and the level of future taxable
profits together with future tax planning strategies.
Further details on taxes are disclosed in Note 16.
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, the
Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an
asset’s or CGU’s fair value less costs of disposal and its
value in use. It is determined for an individual asset,
unless the asset does not generate cash inflows that
are largely independent of those from other assets
or group 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 costs of disposal, recent
markets transactions are taken into account. If no
such transactions can be identified, an appropriate
valuation model is used. These calculations are
corroborated by valuation multiples, quoted share
prices for publicly traded subsidiaries or other
available fair value indicators.
Share Based Payment
The Company measures the cost of equity-settled
transactions with employees by reference to the fair
value of the equity instruments at the date at which
they are granted. Estimating fair value for share-
based payment transactions requires determination
of the most appropriate valuation model, which is
dependent on the terms and conditions of the grant.
This estimate also requires determination of the most
appropriate inputs to the valuation model including
the expected life of the share option, volatility and
dividend yield and making assumptions about them.
The assumptions and models used for estimating
fair value for share-based payment transactions are
disclosed in Note 34.
Volume discounts and pricing incentives
The Company accounts for volume discounts and
pricing incentives to customers as a reduction
of revenue based on the rateable allocation of
the discounts/ incentives amount to each of the
un derlying revenue transaction that results
in progress by the customer towards earning
the discount/ incentive. Also, when the level of
discount varies with increases in levels of revenue
transactions, the Company recognizes the liability
based on its estimate of the customer’s future
purchases. If it is probable that the criteria for the
discount will not be met, or if the amount thereof
cannot be estimated reliably, then discount is not
recognized until the payment is probable and the
amount can be estimated reliably. The Company
recognizes changes in the estimated amount of
obligations for discounts in the period in which
the change occurs.
Determining the lease term of contracts with
renewal and termination options - as lessee
The Company determines the lease term as the
non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it
is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.
The Company applies judgement in evaluating
whether it is reasonably certain whether or not to
exercise the option to renew or terminate the lease.
That is, it considers all relevant factors that create
an economic incentive for it to exercise either the
renewal or termination. After the commencement
date, the Company reassesses the lease term if there
is a significant event or change in circumstances
that is within its control and affects its ability to
exercise or not to exercise the option to renew
or to terminate.
The periods covered by termination options are
included as part of the lease term only when they are
reasonably certain not to be exercised.
For further details about leases, refer to accounting
policy on leases and Note 29.
2.4. Changes in accounting policies and disclosures
New and amended standards
The Company applied for the first-time certain
standards and amendments, which are effective for
annual periods beginning on or after 1 April 2024.
The Company has not early adopted any standard,
interpretation or amendment that has been issued
but is not yet effective.
(i) Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA)
notified the Ind AS 117, Insurance Contracts,
vide notification dated 12 August 2024,
under the Companies (Indian Accounting
Standards) Amendment Rules, 2024, which
is effective from annual reporting periods
beginning on or after 1 April 2024.
Ind AS 117 Insurance Contracts is a
comprehensive new accounting standard for
insurance contracts covering recognition and
measurement, presentation and disclosure. Ind
AS 117 replaces Ind AS 104 Insurance Contracts.
Ind AS 117 applies to all types of insurance
contracts, regardless of the type of entities that
issue them as well as to certain guarantees
and financial instruments with discretionary
participation features; a few scope exceptions
will apply. Ind AS 117 is based on a general
model, supplemented by:
• A specific adaptation for contracts
with direct participation features (the
variable fee approach)
• A simplified approach (the premium
allocation approach) mainly for short-
duration contracts
The application of Ind AS 117 had no impact on
the Company’s standalone financial statements
as the Company has not entered any contracts
in the nature of insurance contracts covered
under Ind AS 117.
(ii) Amendment to Ind AS 116 Leases - Lease
Liability in a Sale and Leaseback
The MCA notified the Companies (Indian
Accounting Standards) Second Amendment
Rules, 2024, which amend Ind AS 116, Leases,
with respect to Lease Liability in a Sale
and Leaseback.
The amendment specifies the requirements
that a seller-lessee uses in measuring the
lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not
recognise any amount of the gain or loss that
relates to the right of use it retains.
The amendment is effective for annual
reporting periods beginning on or after 1 April
2024 and must be applied retrospectively to
sale and leaseback transactions entered into
after the date of initial application of Ind AS 116.
The amendment does not have any impact on
the Company’s financial statements.
vi. Restatement of PPE Schedule
During the current year, the Company has made an adjustment in the PPE schedule in respect of opening gross
block and accumulated depreciation as at April 1, 2023 in relation to disposals made in earlier years, at original
cost and accumulated depreciation instead of deemed cost (post transition to Ind AS). The gross block and
accumulated depreciation in relation to disposals for comparative year ended March 31, 2024 has been restated.
This correction has no impact on the net value of PPE as presented in the earlier years. Also, there is no impact on
the Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity, Statement of Cash Flow, EBITDA,
EPS, Debt covenants and Income-taxes for any of the earlier years. Accordingly, no further additional disclosures
are required under Ind AS 8.
Note I : Additional information for which provision for impairment has been recognized are as under:
1) Nature of asset: Investment properties
2) Amount of Provision for impairment/(reversal of impairment): INR 28 lakhs {Previous Year: (INR 477 lakhs)}
3) Reason for Reversal of impairment: Fair value being recoverable amount was determined for disclosure
requirement. The same is being compared with the carrying amount for impairment assessment. Where
recoverable amount is higher than the carrying amount, the reversal of impairment is being considered to the
extent of previous impairment.
The management has determined that the investment properties consist of two classes of assets residential and
commercial based on the nature, characteristics and risks of each property.
As at March 31, 2025 and March 31, 2024, the fair values of the properties are INR 27,462 lakhs and INR 27,744 lakhs
respectively(excluding market value pertaining to properties categorised as held for sale). These valuations are based
on valuations performed by a registered independent valuer who is specialist in valuing these types of investment
properties. A valuation model in accordance with Ind AS 113 has been applied.
Note 4 : Investment Property (Cont’d)
The company has no restrictions on the realisability of its investment properties. The fair values of the fully constructed
investment properties held by the Company in Lavasa Corporation Limited are not reliably measurable on a
continuing basis. The market for comparable properties is inactive and alternative reliable measurements of fair value
are not available.
There are contractual obligations as at March 31, 2025 and March 31, 2024, of INR 412 lakhs and INR 461 lakhs respectively
(excluding contractual obligations pertaining to properties categorised as held for sale) to purchase investment
properties whereas there are no contractual obligations to construct or develop investment properties or for repairs
and enhancements.
Estimation of fair value
During the current year ended March 31, 2025 and the previous year ended March 31, 2024, the fair value of investment
property is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers
and Valuation) Rules, 2017. The valuation has been determined basis the market approach by reference to sales in the
market of comparable properties. However, where such information is not available, current prices in an active market
for properties of different nature or recent prices of similar properties in less active markets, adjusted to reflect those
differences, has been considered to determine the valuation. All resulting fair value estimates for investment properties
are included in Level II.
Note I:
For year ended March 31, 2025:
(i) Impairment of investments in Next Radio Limited (NRL) amounting to INR 6,015 Lakhs has been made during the
current year on account of recoverable amount lower than the carrying amount. The recoverable amount is based
on the value in use (Equity Value) which was determined to be INR 5,186 lakhs using discount rates of 15%. The
same is being presented as part of Exceptional item.
(ii) Reversal of impairment of investments in Next Mediaworks Limited (NMW) amounting to INR 414 lakhs has been
made during the current year on account of recoverable amount higher than the carrying amount. The recoverable
amount is based on the value in use (Equity Value) which was determined to be INR 414 lakhs using discount rates
of 15%. The same is being presented as part of Exceptional item.
(iii) Impairment of investments in HT Music and Entertainment Company Limited (HTME) amounting to INR 645
Lakhs has been made during the current year on account of recoverable amount lower than the carrying amount.
The recoverable amount is based on the value in use (Equity Value) which was determined to be INR 791 lakhs
using discount rates of 15%. The same is being presented as part of Exceptional item.
Note II:
For year ended March 31, 2024:
(i) Impairment of investments in HT Music and Entertainment Company Limited (HTME) amounting to INR 564
lakhs has been made during the current year on account of recoverable amount lower than the carrying amount.
The recoverable amount is based on the value in use (Equity Value) which was determined to be INR 1,437 lakhs
using discount rates of 15% . The same is being presented as part of Exceptional item.
(ii) Impairment of investments in Next Mediaworks Limited (NMW) and its subsidiary Next Radio Limited (NRL)
amounting to INR 397 lakhs and INR 735 Lakhs respectively has been made during the current year on account of
recoverable amount lower than the carrying amount. The recoverable amount of INR Nil lakhs and INR Nil lakhs
in Next Mediaworks Limited (NMW) and its subsidiary Next Radio Limited (NRL) respectively is determined as a
weighted average of value in use using the discount rate of 14.40% and fair value less cost of disposal. The same is
being presented as part of Exceptional item.
Note 14A : Borrowings (at amortised cost) (Cont’d)
Note IV- Cash credit/ overdraft from banks (secured)
- Outstanding cash credit/ overdraft from bank was drawn @ 7.6% p.a. and Cash credit/ overdraft is payable on
demand. The cash credit/ overdraft from banks are secured by lien on bank deposits.
Note V- Short term loan from banks (secured)
- Outstanding term loan from bank was drawn during the year ended March 31, 2025 at effective rate ranging from
7.4% to 8.10% (linked to T-bill rate) and due for repayment in FY 25-26. The loan is secured by parri passu charge
on current assets/Mutual Funds of company.
Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in
agreement with the books of accounts.
Note VI- Buyer's credit from bank (unsecured)
- Outstanding buyer's credit loan from bank was drawn in various tranches during FY 24-25 @ average Interest Rate
of 5.8%-5.9% p.a. and are due for repayment during FY 25-26.
Note VII- Short term loan from banks (unsecured)
- Outstanding term loan from bank was drawn during the year ended March 31, 2025 at effective rate ranging from
8.0% to 8.25% linked to T-bill rate and due for repayment in FY 25-26.
Note VIII- Commercial Papers
- Outstanding commercial paper was drawn during the year ended March 31, 2025 having face value of INR 23,000
lakhs carries average interest rate of 7.89% and are due for repayment in FY 2025-26.
Note IX- Short term foreign currency non- repatriable (FCNR) loan from banks (unsecured)
- Outstanding short term FCNR loan from bank was drawn @6.70%-6.85% p.a during year ended March 31, 2024
which was paid completely during the year.
Note X- Inter-corporate deposit (unsecured)
- Inter-corporate deposit (ICD) was drawn in various tranches in year 2019-20 onwards @ 6.50% p.a. compounded
annually and is repayable on demand. The interest shall become due and payable along with principal.
Note XI- Inter-corporate deposit (unsecured)
- Inter corporate deposits of INR 225 lakhs (including accrued interest on the loan) from HT Digital Streams Limited
at an interest of 10.50 % p.a. compunded annually and repayable within 60 months from drawn date. The same was
repaid during the year.
Note I
For year ended March 31, 2024: Impairment of loan given to Next Radio Limited (NRL) subsidiary of Next Mediaworks
Limited (NMW) amounting to INR 4,900 lakhs has been made during the current year on account of recoverable amount
lower than the carrying amount. The recoverable amount is based on the value in use which was determined to be INR
lakhs 6,285 lakhs using discount rates of 14.4%.
Note II
For year ended March 31, 2025: As the recoverable amount of Cash Generating Unit ("CGU') is lower than the carrying
amount of assets, the Company has recognised impairment loss of INR 404 lakhs towards Radio Licenses and INR 2
lakhs towards Property, Plant and Equipment as an exceptional item. The recoverable amount of CGU is based on
its value in use which was determined to be INR 4,280 lakhs using discount rate in range of 14.5%. The same is being
compared with the carrying amount of CGU as at 31 March, 2025 to assess impairment. For this purpose, each radio
station has been considered as a separate CGU.
Note 34 : Share-based payments
In accordance with the Securities and Exchange Board of India (Share Based Employee benefits) Regulations, 2014 and
Ind-AS 102 Share-based Payment, the scheme detailed below is managed and administered, compensation benefits in
respect of the scheme is assessed and accounted by the Company. To have an understanding of the scheme, relevant
disclosures are given below.
I. Employee Stock Options (ESOPs) granted by HT Media Limited under Plan B and Plan C for eligible
employees of the group.
The Company has given interest-free loan to HT Media Employee Welfare Trust which in turn has purchased
Equity Shares of HT Media Limited from the open market, for the purpose of granting Options under the ‘HTML
Employee Stock Option Scheme’ (the Scheme), to eligible employees of HT Media Limited.
The Options granted under the Scheme shall vest as per the Schedules of vesting period which are hereinafter
referred to as ‘Plan B’ and 'Plan C' . Options granted under above mentioned plans are exercisable for a period of 10
years after the scheduled vesting date of the last tranche of the Options as per the Scheme. Options granted under
Plan A had completely expired in FY 19-20, hence no disclosure is shown in that respect.
The Company has availed exemption under Ind-AS 101 in respect of Share-based payments that had been vested
before the transition date. The Company has elected to avail this exemption and accordingly, vested options have
been measured at intrinsic value .
The employee compensation cost (accounting charge for the year) during the year calculated using the fair value of
stock options is INR Nil Lakhs (March 31, 2024: INR Nil Lakhs).
II. Employee Stock Options (ESOPs) granted by Hindustan Media Venture Limited (HMVL) - Subsidiary
Company of HT media Limited for employees of HT Media Limited.
HT Media Limited has given loan to “HT Group Companies - Employee Stock Option Trust” which in turn has
purchased shares of Hindustan Media Venture Limited (HMVL) - Subsidiary Company of HT media Limited, for
the purpose of granting Options under the ‘HT Group Companies -Employee Stock Option Scheme’ (the Scheme),
to eligible employees of the group.
Details of these plans are given below:
Employee stock options
A stock option gives an employee, the right to purchase equity shares of the HMVL at a fixed price within a specific
period of time.
ii) Other commitments- commitment under EPCG Scheme
The Company has obtained licenses under the Export Promotion Capital Goods (‘EPCG’) Scheme for
importing capital goods at a concessional rate of customs duty against submission of bonds in September
2008. Under the terms of the respective scheme, the Company is required to export goods or/and services of
FOB value equivalent to eight times the duty saved in respect of licenses within eight years from the date of
issuance of license. Accordingly, the Company was required to export goods and services of FOB value of H
20,017 lakhs by September 18, 2018 (after extended time). However, due to oversight of the assessing officers
of Customs at the time of clearance of the goods, unconditional concession from BCD of 5% prescribed vide
Sr. No. 267A of the Notification No. 21/2002-Cus dated 01 March 2002 as also CVD of 8% under Sr. No. 12 of
Notification No. 6/2006-CE dated 01 March 2006 was not provided/applied. As a result of the said omission, the
duty foregone/ duty saved amount has been incorrectly computed and consequently, the export obligation
also been incorrectly computed.
The duty saved amount under the EPCG Scheme is ascertained basis the actual import duty of capital goods
effected by a license holder, such as the Petitioner (HT Media) in the present case. The Company filed a letter
in March, 2019 with custom authorities for rectification in custom tariff rates used to compute ‘duty saved
amount’ and for corresponding amendment in export obligation as mentioned above thereby reducing the
actual export obligation. This letter was rejected by custom authorities in May 2019 against which the Company
has filed a writ petition vide Civil Writ Petition No. 1384/2020, before Bombay High Court in August 2019.
The department has filed its reply to the Writ Petition. The matter came up for hearing on 27.04.2020 when
Hon’ble High Court of Bombay has directed the Customs Department that no coercive action shall be taken
against HT Media and adjourned the matter for 9th June, 2020.
However, due to Covid-19 and limited functioning of the High Court the matter didn’t come up for hearing
until 20.01.2023. On 20.01.2023 it got adjourned. Finally on 11.12.2023, the matter was heard and order was
passed that the matter to be remanded back to the Designated Officer, Commissioner of Custom(COC) Mumbai
with direction to hear the petitioner (HT Media Ltd) and pass an appropriate orders in accordance with law.
Hon’ble High Court directed that HT Media Ltd will be issued 48 hours’ notice in regard to the date of hearing
which may be fixed by the Concerned Officer, Commissioner of Custom(COC). Subsequently, letter on behalf
of HT Media has been submitted in the office of Dy/Assistant Commissioner of Custom for hearing on
the issue of EPCG
The Custom Department issued letter dated 07.03.2025 of hearing which was fixed for hearing 13.03.2025, the
counsel on behalf of the HT Media Ltd appeared before the Custom Department and filed relevant written
submission along with documents and argued the matter and same is reserved for order.
Basis management assessment, the balance export obligation as on March 31, 2025 is INR Nil (Previous
Year: INR Nil).
Note 35 : Commitments and contingencies (Cont’d)
C. Letter of support
The Company has given letter of support to Next Mediaworks Limited (subsidiary) to enable the said subsidiaries
to continue its operations for the financial year ended March 31, 2025 and for additional period of 12 months from
subsidiary's board meeting date (May 15, 2025).
The Company has given letter of support to Mosaic Media Ventures Private Limited (subsidiary) to enable the said
subsidiary to continue its operations for the financial year ended March 31, 2025 and for additional period of 12
months from subsidiary's board meetng date (May 20, 2025).
D. Contingent liabilities
Claims against the Company not acknowledged as debts
(i) In respect of income tax demand under dispute INR 420 lakhs (previous year INR 420 lakhs) against the same
the Company has paid tax under protest of INR 402 lakhs (previous year INR 402 lakhs). The tax demands are
mainly on account of disallowances of expenses claimed by the Company under the Income Tax Act. Based
on management assessment and current status of the above matter, the management is confident that no
provision is required in the financial statements as on March 31, 2025.
(ii) Service tax authorities have raised demands for INR 174 lakhs (Previous Year: INR 174 lakhs) for various
financial years against the same the Company has paid tax under protest of INR 160 lakhs (previous year INR
160 lakhs). Based on management assessment and current status of the above matter, the management is
confident that no provision is required in the financial statements as on March 31, 2025.
(iii) Goods and Service Tax authorities have raised demands for INR 2,857 lakhs (Previous Year: INR 43 lakhs ),
against the same the Company has paid tax under protest of INR 728 lakhs (previous year INR 4 lakhs). Based
on management assessment and current status of the above matter, the management is confident that no
provision is required in the financial statements as on March 31, 2025.
The above listed tax demands are being contested by the Company before the appropriate appellate
authorities. Management believes that Company’s tax positions are likely to be upheld by such authorities.
No tax expenses have been accrued in the standalone financial statements for these tax demands.
(iv) During the year ended March 31, 2005, the Company acquired the printing undertaking at New Delhi from The
Hindustan Times Limited (“HTL”). Ex-workmen of HTL challenged the transfer of business in the industrial
dispute before Industrial Tribunal-I, New Delhi (“Tribunal”). The case was decided by an award by Industrial
Tribunal, on January 23, 2012, wherein the workmen were granted reinstatement and relief of treating them
in continuity of services under terms and conditions of service as before their alleged termination w.e.f.
October 3, 2004. As per the award, they will not be entitled to any notice pay or compensation u/s 25 FF
of Industrial Dispute Act. The said notice - pay or compensation, if any, received by them, will have to be
refunded to the Company.
On the issue of Back Wages the workmen also filed the Execution Proceeding for Back wages on April 2, 2012,
Execution Court vide its order dated October 8, 2012, held that “No Back Wages” have been granted and decree
in relation thereto cannot be executed”. The Execution Court vide its order dated January 04, 2013 directed
the management to reinstate the workman without insisting for refund of notice pay and retrenchment
compensation. The said order of the Ld. Execution Court was challenged before High Court of Delhi. Since
HTL has no factory, it offered notional reinstatement & Salary w.e.f. April 18, 2013. HTL informed the High
Court during the pendency of the petition that since HTL is currently engaged in non-industrial activities,
it can offer non-industrial work to a maximum of 38 (thirty eight) workmen based on seniority. It was
also submitted that HTL will accordingly exercise its rights and remedies as available under the Industrial
Disputes Act, 1947 qua the remaining workmen. Accordingly, HTL issued letters of posting to 38 workmen
on December 4, 2013 and paid compensation under Section 25FFF of the Industrial Dispute Act, 1947 to
remaining 167 workmen. Single Bench of Delhi High Court on September 14, 2015 delivered the judgment
wherein Court relied on the Judgment of Division Bench and held that the parties will be at liberty to pursue
the logical corollary. The proceedings before the Execution Court re-started after judgment of Single Bench of
Delhi High Court.
The Execution Court vide order date 14.05.2016 directed HTL to reinstate the workmen as earlier
reinstatement was not in accordance with Award dated January 23, 2012 and also directed to make payment
of wages accordingly. HTL challenged the said order of Execution Court before single bench of Hon’ble
Delhi High Court.
Vide order dated August 27, 2018 Single Judge, Delhi High Court dismissed the Writ and directed the
Management to reinstate the workmen along with the benefits of “continuity of services” under terms and
conditions of the service as before their termination on October 03, 2004.
Hence, appointment letter dated 07.01.2019 were accordingly issued to Workmen and HTL started paying
salary to them from 07.01.2019. Their amount for the period between 01.01.2014 to 31.08.2018 was also paid
in terms of High Court order dated 27.08.2018. The Management of HTL filed appeal to the Division Bench
against the said judgment dated August 27, 2018 the Division Bench on October 16, 2018 dismissed the appeal
on technical / maintainability ground without getting into merits of the matter.
The Special Leave Petitions (SLP) of the Management of HTL challenging the orders dated August 27, 2018
read with order dated September 07, 2018 passed in Review Petition by the Single Judge of Delhi High Court
is pending before the Hon’ble Supreme Court of India. The SLP was admitted by Apex Court by issuing of
‘Notice’ to opposite parties without staying the execution proceeding but with directions that “consequential
action will, naturally, be subject to the outcome of the Special Leave Petition”. SLP is now listed in due course,
tentative to be listed after summer vacation
The Management of HTL issued letters of reinstatements and made payments to the workmen in accordance
with order dated December 24, 2018 before the Ld. Execution court against personal Bond for refund of the
amount so paid in case Supreme Court decides the matter in its favour.
Ld. Execution Court vide order dated 27.03.2019, 23.05.2019 and 27.05.2019 passed certain orders which were
challenges by HTL vide CM(M) 529/2019 W.P.(C) 6328/2019 and W.P.(C) 6505/2019 before Delhi High Court.
All 3 matters were listed before Delhi High Court for arguments on various dates and finally on October
22, 2019 these petitions were withdrawn with liberty to challenge final order passed by Execution Court in
accordance with law and the Hon’ble High Court directed the execution court to decide the execution petition
finally by comprehensively dealing with all the contentions raised by the parties regarding its very jurisdiction
as also regarding the scope and powers of the execution Court.
The Workmen did not join duty at the transferred locations. Hence in accordance with order dated September
5, 2019 passed by the Hon’ble Execution Court no salaries are being paid to Workmen w.e.f. September 9, 2019
on ‘no work no pay’ principle.
The Execution Court has decided the execution petition vide order dated 26.02.2022. The conclusions
directions summarized by the Execution Court, are as under:
1. All 143 eligible Decree Holders (DHs) stood already reinstated on 07.01.2019 in terms of award dated
23.01.2012. The reinstatement letter in line with earlier reinstatement letter dated 07.01.2019 be issued to
workman Sanjay as considering his date of birth given in his PAN card, he is yet to attain the age of 58.
2. The age of superannuation shall be 58 years for the purpose of reinstatement and calculations of dues of
reinstated workmen.
3. All the subsequent issues (1) placement of DH in non-printing establishment or non- grant of benefit
WJ Act on that count; (2) alleged transfers of DHs outside Delhi; (3) retiring workmen attaining 58 years
after 07.01.2019 without giving them extension of 2 years; (4) fresh retrenchment under any provision
of ID Act, are beyond the scope of powers and jurisdiction of the executing court and hence, cannot be
agitated here or decided by this court in the present execution. For raising such issues workmen/DHs
shall have the liberty to take recourse to other separate legal remedies available under law.
4. The Execution court held that in the instant case notional salary of more than 250 DHs who were working
with JD at different levels has to be fixed for calculations of their salary/salary dues/retiral dues in terms
of award. Besides that, benefits of Working Journalist Act shall also form part of their notional salary
for such specialized calculations, labour courts have special machinery and undoubtedly, they are more
equipped than a general civil court. Therefore, it is deemed appropriate to send the execution to labour
court through Ld. Labour Commissioner.
5. For quantification and payment of dues to all DHs except those who have already settled the matter, the
Execution court transferred the file to the Ld. Principal District & Sessions Judge, PHC, New Delhi with
a request to send the same to Ld. Labour Commissioner for its assignment to labour court of competent
jurisdiction. The Management has filed the objections to the directions of calculations by the labour
court. Notice issued by the District Court to counsel for the Workmen. However, in view of the cross CM
mains filed by both the parties challenging the Execution Court order dated 26.02.2022 before the Delhi
High Court the matter is kept in abeyance and is pending for further consideration, if any.
HTL has preferred to challenge the final order dated 26.02.2022 before Delhi High Court by way of CM(M)
335/2022 challenging the decision on grounds of entitlement and payment to the 38 workers for the period
Jan 2014 to August 2018 or till their retirement on the criteria of “no work, no pay” which principle has
already been accepted by the Execution court in relation to other set of workmen in the same order and the
directions to allow the benefit of Wage Board amongst other grounds, The CM(M) 335/2022 was listed before
the concerned single judge of Delhi High Court on 8th April 2022 and the Court after hearing the arguments
at length, asked HTL to submit compliance report pertaining to prior orders of this court and matter was
listed for 24.05.2022. Accordingly, an affidavit in relation to the compliance of the order dated 27.08.2018
passed by Hon’ble High Court in W.P.(C) 5607/2016 has been filed. On 24.05.2022 the Hon’ble High Court
directed HTL to pay the wages of three remaining workmen out of 38 workmen who were not paid the wages
during 01.01.2014 till 31st August 2018. The HTL has complied with the directions of Hon’ble Delhi High Court
and paid the wages to three workmen/ legal hires of the workmen.
The Decree Holders have also challenged the order dated 26.02.2022 passed by executing court, before Delhi
High Court with various prayers. The Petition of HTL vide CMM no.355/2022 and the Petition of Decree Holder
vide its no.CM(M) no.413/2022 have been clubbed together by the Delhi High Court. Matters were listed on
17.01.2023 and thereafter adjourned and are now both the matters listed for final arguments on 16th April
2025, matter was part-heard and is now kept for further hearing on 21st May 2025 before Delhi High Court.
On the issue of back wages, the workmen also filed Writ Petition against the order of Ld. Execution Court
dated October 08, 2012 denying them back wages. This issue of Back wages is finally decided by Hon’ble
Supreme Court vide order dated August 1, 2016 holding that back wages are not payable. Another small group
of workmen filed another SLP (C) No. 28705/2015 challenging the same order of Division Bench, Delhi High
Court, on same grounds, was also dismissed on 17.1.2024 . The workmen had filed a fresh Writ Petition
before the single bench of Delhi High Court challenging the award dated January 23, 2012 to the extent
of denial of back wages and concomitant benefits. The said Writ Petition was dismissed vide order dated
October 3, 2016 on the ground of Res- judicata and on account of delay or latches. The judgment of the Single
Bench of Delhi High Court was challenged by the workmen before Division Bench of Delhi High Court vide
LPA No.691/2026, wherein notice was issued to the Company. The arguments were heard and judgment
was passed by the Division Bench of Hon’ble High Court of Delhi on 13.09.2023 thereby Division Bench set
aside the impugned judgment dated 03.10.2016 passed by the learned Single Judge and remanded back the
matter for adjudication afresh on the issue of back -wages. The notice was served upon the Company and the
matter is listed on 21.07.2025 The Company does not expect a material adverse outcome in the current round
of litigation.
(v) During the current year and as in the previous financial year, the Management has received few claims from
employees who either retired, or were separated from the Company, regarding the benefits of Majhithia
Wage Board recommendations. We have raised our objections on the maintainability of the Claim and the
amount so claimed as due. The matters have been referred to respective Labour Courts for adjudication on
the eligibility/maintainability/ liability of such claims. Based on management assessment and current status
of the above matter, the management is confident that no additional provision is required in the financial
statements as on March 31, 2025.
Management has received several favourable orders dismissing claims of the various employees during
the current year.
As at March 31, 2024, certain Land and Building was re-classified from ""Investment Property"" to “Non-current assets
held for sale” being held for sale. During the year ended March 31, 2025, the company is able to dispose of partial
Investment Property and the Company remains committed to its plan to sell the balance. These assets are being
measured at the lower of its carrying amount and fair value less costs to sell. No impairment has been recognised during
year ended March 31, 2025 and March 31, 2024.
Further, during year ended March 31, 2025, certain additional Investment Property has been re-classified from
""Investment Property"" to “Non-current assets held for sale” being held for sale. Disposal is expected within one year
of classification as held for sale. These assets are being measured at the lower of its carrying amount and fair value less
costs to sell. No impairment has been recognised during year ended March 31, 2025.
"Non-current assets held for sale relating to investment property" are being presented as part of "Unallocated segment"
as part of Segment information in accordance with Ind AS 108 Operating Segments.
Note 38 : Segment information
For the purpose of management review, the Company is organized into business units based on the nature of products
and services and has three reportable segments, as follows:
- Printing and publication of newspapers & periodicals
- Radio broadcast & Entertainment and all other related activities through its Radio channels operating under
brand name ‘Fever 104’ , ‘Fever’ and ‘Radio Nasha 107.2’ in India.
- Digital - Business of providing internet related services through a job portal Shine.com and by way of sale of
various other digital offerings in the form of online advertising, subscription revenue , syndication revenue etc.
Information about major customers:
No single customer represents 10% or more of the Company’s total revenue during the year ended March 31, 2025 and
March 31, 2024.
The Chief Operating Decision Maker (CODM) of the Company monitors the operating results of above-mentioned
business units separately for the purpose of making decisions about resource allocation and performance assessment.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the
consolidated financial statements. Also, the Company’s financing (including finance costs and finance income) and
income taxes are managed on a Company basis and are not allocated to operating segments.
The geographical revenue is allocated based on the location of the customers. The Company primarily caters to the
domestic market and hence it has been considered as to be operating in a single geographical location.
The financial information for these reportable segments has been provided in Consolidated Financial statements as per
Ind-AS 108 - Operating Segments.
Note 39 : Hedging activities and derivatives
Derivatives not designated as hedging instruments for year ended March 31, 2025:
The Company uses foreign exchange forward contracts, call spread option, Seagull with EUROPEAN KNOCK IN option,
interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts
are not designated as cash flow hedges other than USD 5,404,983 FCNR Loan and USD 10,882,709 FCNR Loan and are
entered into for periods consistent with underlying transactions exposure.
Derivatives not designated as hedging instruments for year ended March 31, 2024:
The Company uses foreign exchange forward contracts, call spread option, Seagull with EUROPEAN KNOCK IN option,
interest rate swaps (floating to fixed) to manage its foreign currency and interest rate risk exposures. These contracts
are not designated as cash flow hedges other than USD 6,005,537 FCNR Loan are entered into for periods consistent
with underlying transactions exposure.
Derivatives designated as hedging instruments for year ended March 31, 2025:
1. FCNR Loan
On 9 November, 2023, the Company has taken FCNR Loan in USD 6,005,537 (Hedge Item) with floating rate of
interest with duration of 3 years. The Company has got option to repay the loan in full or in part any time (once in
Financial Year) during the tenor of facility. On 30 August, 2024, the Company has repaid first installment of USD
600,554. On 8 November, 2024, the Company has rollover remaining FCNR Loan of USD 5,404,983 for one year till
7 November, 2025. On 8 November, 2025, the Company has got option to rollover for another 1 year till maturity. As
on 8 November, 2024, the Company has taken following Hedging Instruments for 1 Year with intention to continue
FCNR loan for at least 1 year to mitigate foreign currency risk in relation to repayment of principal amount of FCNR
Loan and to mitigate interest rate risk:
a) For the first installment of USD 600,554 due in 30 November, 2024, the Company is continuing with USD
floating rate of interest since reset is not going to happen before 3 months. For this installment, the Company
has taken two forwards- one for Principal and another for interest.
b) Currency cum interest rate swap: The Company has swapped remaining FCNR USD 4,804,429 with CHF and
pays fixed 2.70% interest on CHF Equivalent.
c) USD-CHF Seagull with EUROPEAN KNOCK IN option for second, third and fourth installment and for
remaining amount of loan.
d) USD-INR Seagull option with for second installment.
e) USD-INR Seagull with EUROPEAN KNOCK IN option for third and fourth installment and for remaining
amount of loan.
f) CHF-INR Forward on Interest payout.
The Company designates (Cash Flow Hedge) fair value of above-mentioned Hedging Instruments:
• To hedge foreign currency risk in relation to repayment of principal amount of FCNR Loan availed in USD.
• To hedge interest rate risk in respect of floating rate of interest in relation to FCNR Loan.
Note 39 : Hedging activities and derivatives (Cont’d)
2. FCNR Loan
On 31 May, 2023, the Company has taken FCNR Loan in USD 12,091,898 with floating rate of interest with duration
of 3 years. The company was applying Derivative Accounting on Hedging instruments taken to mitigate foreign
currency and interest rate risk. On 28 March, 2024, the Company has repaid first installment of USD 1,209,190.
On 31 May, 2024, the Company has rollover balance FCNR Loan of USD 10,882,709 with floating rate of interest for
one year till 30 May, 2025. On 31 May, 2025, the Company has got option to rollover for another 1 year till maturity.
The Company has got option to repay the loan or to convert the USD Loan into INR Loan during the tenor of facility.
As on 31 May, 2024, the Company has taken following Hedging Instruments for 1 Year with intention to continue
FCNR loan for at least 1 year to mitigate foreign currency risk in relation to repayment of principal amount of FCNR
Loan and to mitigate interest rate risk:
a) Currency cum interest rate swap: The Company has swapped FCNR USD 10,882,709 with CHF and pays fixed
3.46% interest on CHF Equivalent.
b) USD-CHF Seagull with EUROPEAN KNOCK IN option for first installment and for remaining amount of loan.
c) USD-INR Seagull option with for first installment.
d) USD-INR Seagull with EUROPEAN KNOCK IN option for remaining amount of loan.
e) CHF-INR Forward on Interest payout.
The Company designates (Cash Flow Hedge) fair value of above-mentioned Hedging Instruments:
• To hedge foreign currency risk in relation to repayment of principal amount of FCNR Loan availed in USD.
• To hedge interest rate risk in respect of floating rate of interest in relation to FCNR Loan.
Hedge Effectiveness:
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and
hedging instrument.
The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly
with the terms of the hedged item. The Company performs a qualitative assessment of effectiveness. As all critical
terms matched during the year, the economic relationship was effective.
Derivatives designated as hedging instruments for year ended March 31, 2024:
1. FCNR Loan
FCNR Loan in USD 6,005,537 (Hedge Item) with floating rate of interest with duration of 3 years. The Company
has got option to repay the loan in full or in part any time (once in Financial Year) during the tenor of facility. The
Company has taken following Hedging Instruments for 1 Year with intention to continue FCNR loan for at least 1
year to mitigate foreign currency risk in relation to repayment of principal amount of FCNR Loan and to mitigate
interest rate risk:
• Currency cum interest rate swap: The Company has swapped USD FCNR with CHF and pays fixed 3.85% on
CHF Equivalent.
• USD-CHF Seagull with EUROPEAN KNOCK IN option for first installment and for remaining amount of loan.
• USD-INR Seagull option with for first installment.
• USD-INR Seagull with EUROPEAN KNOCK IN option for remaining amount of loan.
The Company designates (Cash Flow Hedge) fair value of above-mentioned Hedging Instruments:
• To hedge foreign currency risk in relation to repayment of principal amount of FCNR Loan availed in USD.
• To hedge interest rate risk in respect of floating rate of interest in relation to FCNR Loan .
Note 40 : Fair values (Cont’d)
The following methods and assumptions were used to estimate the fair values:
- The fair values of the investment in unquoted equity shares/ debt instruments have been estimated using Market/
Income Approach and Option Pricing Model. The valuation requires management to make certain assumptions
about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of
the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair
value for these unquoted investments.
- Investments in quoted mutual funds/bonds being valued at Net Asset Value.
- Investments in venture capital funds are valued using valuation techniques, which employs the use of market
observables inputs and the assessment of Net Asset Value.
- Investments in quoted equity shares are valued at closing price of stock on recognized stock exchange.
- The Company enters into derivative financial instruments (not designated as hedge) such as Interest rate
swaps, Coupon only swap, Call Spread Options, Seagull with EUROPEAN KNOCK IN options, Seagull options,
foreign exchange forward contracts,etc being valued using valuation techniques, which employs the use of
market observable inputs. The Company uses Mark to Market valuation provided by Bank for valuation of these
derivative contracts.
- The Company enters into derivative financial instruments (designated as hedge) such as Currency cum interest rate
swap, Seagull with EUROPEAN KNOCK IN options and Seagull options being valued using valuation techniques,
which employs the use of market observable inputs. The Company uses Mark to Market valuation provided by
Bank for valuation of these derivative contracts.
Note 41: Financial risk management objectives and policies
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other
payables. The main purpose of these financial liabilities is to finance the Company's operations and to support its
operations. The Company's principal financial assets other than derivatives comprise investments, loans given, trade
and other receivables and cash and cash equivalents that derive directly from its operations. The Company also enters
into foreign exchange derivative transactions.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the
mitigation of these risks. The Company's financial risk activities are governed by appropriate policies and procedures and
that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills,
experience and supervision. It is the Company's policy that no trading in foreign exchange derivatives for speculative
purposes will be undertaken. The policies for managing each of these risks, which are summarized below:-
Note 41: Financial risk management objectives and policies (Cont’d)
(1) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and
equity price risk.
The sensitivity of the relevant profit and loss/OCI item is the effect of the assumed changes in respective market
risks. This is based on the financial assets and financial liabilities held at March 31, 2025 and March 31, 2024.
(i) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates.
For year ended March 31, 2025-
a) The Company's exposure to the risk of changes in market interest rates relates primarily to long-term
FCNR Loan of USD 5,404,983 (O/s USD 4,203,876) with floating interest rates. The Company manages
interest rate risk by taking Currency cum interest rate swap (floating to fixed) designated as hedge. Refer
Note 39 for details.
c) The Company’s other long-term fixed rate borrowings are carried at amortized cost. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate on account of a change in market interest rates.
For year ended March 31, 2024-
a) The Company's exposure to the risk of changes in market interest rates relates primarily to long-term
FCNR Loan of USD 6,005,537 (O/s USD 6,005,537) with floating interest rates. The Company manages
interest rate risk by taking Currency cum interest rate swap (floating to fixed) designated as hedge. Refer
Note 39 for details.
c) The Company’s other long-term fixed rate borrowings are carried at amortized cost. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate on account of a change in market interest rates.
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange
rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a
foreign currency) and borrowing in foreign currency, etc.
The Company manages its foreign currency risk by hedging foreign currency transactions with forward
covers and option/swap contracts. These transactions generally relates to purchase of imported newsprint &
borrowings in foreign currency.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those
derivatives to match the terms of the underlying exposure.
(iii) Equity/Preference price risk
The Company invests in listed and non-listed equity/preference securities which are susceptible to market
price risk arising from uncertainties about future values of the investment securities. The Company manages
the equity/preference price risk through diversification and by placing limits on individual and total equity/
preference instruments. Reports on the equity/preference portfolio are submitted to the Company's senior
management on a regular basis. The Company's Investment Committee reviews and approves all equity/
preference investment decisions. Sensitivity analyses of these investments have been provided in Note 40
on Fair Values.
(2) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables), loan given, other financial assets, financial investments and bank deposits.
Trade receivables, loan given and other financial assets at amortised cost
An impairment analysis is performed at each reporting date on an individual basis for major clients in respect
of Trade Receivables. The maximum exposure to credit risk at the reporting date is the carrying value of trade
receivables, loan given and other financial assets disclosed in Note 10A, Note 6C and Note 6D. The Company does
not hold collateral as security other than secured trade receivables (refer Note 10A)
The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are
located in several jurisdictions and industries and operate in largely independent markets.
The Company based on internal assessment which is driven by the historical experience/ current facts available
in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. Refer
Note 10A for movement in expected credit loss allowance of trade receivables.
Note 41: Financial risk management objectives and policies (Cont’d)
Financial investments and bank deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department
in accordance with the Company's policy. Investments of surplus funds are made as per guidelines and within
limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to
time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate
financial loss through counterparty's potential failure to make payments. The maximum exposure to credit risk at
the reporting date is the carrying value of financial investments and bank deposits disclosed in Note 6B, Note 10B
and Note 10C. The Company does not hold any collateral for the same.
Liquidity risk
The Company monitors its risk of a shortage of funds using a liquidity mechanism.
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of
Bank loans & liquid MF Investments.
The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.
The Company has access to a sufficient variety of sources of funding i.e. investments / Bank limits for Borrowing/
cash accrual from Operation and debt maturing within 12 months can be paid/ rolled over with existing lenders.
For further details refer note 51.
Collateral
The Company has pledged part of its Investment in Mutual Funds (refer note 6B) and fixed deposits (refer note 10C)
in order to fulfill the collateral requirements for Borrowing. The counterparties have an obligation to return the
securities to the company and the company has an obligation to repay the borrowing to the counterparties upon
maturity/ Due Date / mutual agreement. There are no other significant terms and conditions associated with the
use of collateral securities except pledge given against outstanding Bank facilities (refer note 14 A)
Note 42: Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all
other equity reserves . The primary objective of the Company's capital management is to maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the
dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital
using a gearing ratio, which is net debt divided by total capital and net debt. The Company includes within net debt,
interest bearing loans and borrowings and interest accrued on borrowings.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure
that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure
requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and
borrowings. The Company has satisfied all financial debt covenants prescribed in the terms of bank loan for the year
ended March 31, 2025 and March 31, 2024.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,
2025 and March 31, 2024.
Note 43: Standards issued but not yet effective
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such
notification which would have been applicable from April 1, 2025
Note 45
The Company has consolidated the financial statements of HT Media Employee Welfare Trust ("Trust") in its standalone
financial statements. Accordingly, the amount of loan of INR 1,207 Lakhs (Previous Year INR 1,207 Lakhs) outstanding
in the name of Trust in the books of the Company at the year end has been eliminated against the amount of loan
outstanding in the name of Company appearing in the books of Trust at the year end. The investment of INR 1,264 Lakhs
(Previous year INR 1,264 Lakhs) made by the Trust in the equity shares of the Company (through secondary market) has
been shown as deduction from the Share Capital to the extent of face value of the shares [INR 29 Lakhs (Previous year
INR 29 Lakhs)] and Securities Premium Account to the extent of amount exceeding face value of equity shares [INR 1,235
Lakhs (Previous year INR 1,235 Lakhs )]. The investment of INR 66 Lakhs (Previous Year INR 35 Lakhs) made by the Trust
in the equity shares of Digicontent Limited has been shown as Investments at fair value through other comprehensive
income . Further, the amount of dividend of INR Nil Lakhs (previous year INR Nil Lakhs) received by the Trust from the
Company during the year end has been added back to the surplus in the Statement of Profit and Loss.
Note 46
Capital advances include INR 119 lakhs (Previous year: INR 119 lakhs) paid towards Company’s proportionate share for
right to use in the common infrastructure for channel transmission (for its four stations) to be built on land owned by
Prasar Bharti and to be used by all the broadcasters at respective stations as per the terms of bid document on FM radio
broadcasting (Phase II & Phase III).
Note 50: Scheme of amalgamation between HT Mobile Solutions Limited (HTMSL) with HT
Media Limited (HTML)
The Composite Scheme of Amalgamation (“the Scheme”) u/s 230-232 of the Companies Act, 2013 which provides for
merger of HT Mobile Solutions Limited (HTMSL) (""Transferor Company"") with HT Media Limited (HTML) (""the
Company"") has been sanctioned by the Hon’ble National Company Law Tribunal (NCLT), New Delhi Bench vide order
dated December 3, 2024 (""NCLT Delhi order""). In terms of the Scheme, consequent upon filing of the NCLT order with
the Registrar of Companies, NCT of Delhi on December 21, 2024 , the Scheme has become effective from the Appointed
Date of April 1, 2020.
The transaction as per Scheme of Amalgamation is in the nature of business acquisition under Common
Control as defined under Ind AS 103 “Business Combinations”. Accordingly, the Scheme has been given
effect from April 1, 2023 i.e. acquisition date under common control business combination accounting.
Consequently, the numbers related to the comparative year (i.e., FY 2023-24) has been restated accordingly.
In terms of the Scheme, effective from April 1, 2023 :
a) The assets, liabilities & Reserves of the transfeor entities have been transferred to the Company at the same book
value as appearing in the respective books on April 1, 2023.
b) In terms of the Scheme, the Company shall issue and allot its 24,835 equity shares of INR 2 each to the shareholders
of the Transferor Company. Pending such allotment by the Company 24,835 shares of INR 2 each (amounting to
INR 0.5 lakhs) have been accounted in Shares pending issuance on April 1, 2023 and have been considered for
the purpose of calculation of earnings per shares subsequent to acquisition date. Subsequently, the company has
issued and alloted 24,835 equity shares of INR 2 each on February 4, 2025.
c) The excess of the book value of the assets , liabilities and reserves over the consideration is accounted for as
capital reserve.
d) In terms of the Scheme, the shares held by HTML in HTMS stands cancelled and investment in HTMS as appearing
in books of HTML gets de-recognised.
Note 51:
The Company has incurred losses in current year and previous year. Further, the Company’s current liabilities exceed
current assets as at March 31, 2025. However, the Company has a positive net worth as at March 31, 2025. The Company
believes it’s fully available revolving undrawn credit facilities as at March 31, 2025 and certain other current assets
(financial and non-financial) as at March 31, 2025 will enable it to meet its future known obligations due in next year, in
the ordinary course of business.
The Company also has investments in debt mutual funds, which are liquid, are not under any lien, and which presently
are classified as non-current financial assets and can be monetized, if required.
Further, the Company believes that obligation falling due beyond one year from the reporting date can also be met from
various internal and external sources, in the ordinary course of business. In view of the above, the use of going concern
assumption has been considered appropriate in preparation of these standalone financial statements.
Note 52: Statutory Information
(i) No proceeding has been initiated or pending against the company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
(iii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies
Act, 2013 or section 560 of Companies Act, 1956.
(iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961.
(v) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
(vi) There are no funds which have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
(“Ultimate Beneficiaries”) by or on behalf of the Company or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vii) There are no funds which have been received by the Company from any persons or entities, including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
a) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
(“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(viii) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have
more than one CIC (the same is not required to be registered with RBI as not being Systemically Important CIC ).
(ix) The company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both during the current or previous year.
(x) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(xi) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(xii) Refer Note 50 on Scheme of amalgamation between HT Mobile Solutions Limited(HTMSL) with HT Media Limited
(HTML), the effect of such Scheme of Arrangement has been accounted for in the books of account of the Company
‘in accordance with the Scheme’ and ‘in accordance with accounting standards’.
Note 53. The Company has used accounting software - SAP for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software, except that audit trail feature was enabled at the database level from June 1, 2024. Further, the
Company is using certain sub-systems for maintaining and processing of revenue records which is operated by a third
party software service provider, whose independent auditor has not covered testing of audit trail at application or/and
database level in its SOC Type II report.
Further, there are no instance of audit trail feature being tampered with. Additionally, the audit trail of prior year has
been preserved as per the statutory requirements for record retention to the extent it was enabled and recorded in
the prior year.
Note 55 :
During the year ended March 31, 2025, HT Overseas Pte Ltd (HTOS), a wholly owned overseas subsidiary of the Company,
has carried out buy back of its 3.30 Lakhs fully paid up equity shares of SGD 1 each held by the Company (representing
20% of total equity share capital of HTOS), at a price of SGD 2.36 per equity share. Investment of INR 191 Lakhs has been
written off with corresponding reversal of provision for impairment of INR 21 Lakhs. The aforesaid buy-back will not
entail any change in the shareholding pattern of HTOS, as it continues to be a wholly-owned subsidiary of the Company.
During the year ended March 31, 2024, Pursuant to Section 78A read together with Section 78B of the Companies Act 1967
of Singapore (the “Act”), HT Overseas Pte. Ltd., Singapore (HT Overseas), wholly owned subsidiary of the Company, has
gone for cancellation of 14,161,708 ordinary shares by way of a capital reduction by adjusting accumulated losses. Pre
and post capital reduction, the carrying value of investment by the Company in HT Overseas remains same. Investment
of INR 7,153 Lakhs has been written off with corresponding reversal of provision for impairment of INR 7,153 Lakhs.
In terms of our report of even date attached
For S.R. Batliboi & Co. LLP For and on behalf of the Board of Directors of HT Media Limited
Chartered Accountants
(Firm Registration Number: 301003E/E300005)
Vishal Sharma Piyush Gupta Manhar Kapoor
Partner Group Chief Financial Group General Counsel
Membership No. 096766 Officer & Company Secretary
Sameer Singh Shobhana Bhartia
Group Chief Executive Chairperson &
Place: New Delhi Officer Editorial Director
Date: May 20, 2025 (DIN: 00020648)
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