New Delhi Television Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2023

Notes:

1. This statement has been prepared in accordance with the Companies (Indian Accounting Standards)Rules,2015 (Ind AS) prescribed under Section 133 of the Companies Act,2013 and other recognised accounting practices and policies to the extent applicable.

2. With regard to certain matter(s) before the Securities & Exchange Board of India ("SEBI") for which the Company had earlier filed settlement application(s) and which were rejected by SEBI, the Company had filed a Writ Petition, against the said rejection order(s) of SEBI, before the Hon’ble High Court of Bombay. The Hon’ble High Court vide its judgment dated 4 September 2019 allowed the writ petition filed by the Company and has set aside the impugned orders dated 23 August 2017 and 31 August 2017 passed by SEBI in regard to rejection of settlement applications dated 21 March 2017 and 24 July 2017. The Hon’ble High Court has further condoned the delay in filing the settlement applications and has directed SEBI to decide the said applications on merits. The Hon’ble High Court has further directed that if any order of adjudication has been passed after the filing of the settlement applications in respect of the show cause notices, which are the subject matter of these settlement applications, the same would be rendered invalid. SEBI has filed a Special Leave Petition ("SLP') against the judgment of the Hon’ble High Court dated 4 September 2019. No stay has been granted to SEBI yet. The matter is likely to be listed in August 2023 on a non-miscellaneous day.

3. The Company had received a Notice of Demand (“Notice”) dated 22 November 2019, issued by SEBI whereby, the Company was directed to pay a sum of INR 307 lakhs (INR 3.07 crores) along with further interest, all costs, charges and expenses, within 15 (fifteen) days of the receipt of the notice, failing which the recovery shall be made in accordance with the provisions of applicable laws. The matter pertains to the penalty of INR 200 lakhs (INR 2 crores) imposed by SEBI vide order dated 4 June 2015 (“First Impugned Order”) for alleged non-disclosure of a disputed tax demand of INR 45,000 lakhs (INR 450 crores) raised by the Income Tax Department on 21 February 2014. The said tax demand was unconditionally stayed by the Hon’ble Delhi High Court on 12 December 2018. The appeal filed by the Company before the Securities Appellate Tribunal (SAT) assailing the First Impugned Order was dismissed by SAT on 7 August 2019 (“Second Impugned Order”). The Company has been advised that in view of the Judgment dated 4 September 2019 passed by the Hon’ble Bombay High Court, the adjudication in respect of said penalty of INR 200 lakhs (INR 2 crores) has been invalidated and consequently the said Notice is untenable in law. SEBI has filed a Special Leave Petition (“SLP”) before the Hon’ble Supreme Court assailing the Judgment dated 4 September 2019 passed by the Hon’ble Bombay High Court, which is pending. While the primary stand of the Company is that the Judgment dated 4 September 2019 passed by the Hon’ble Bombay High Court has rendered the Second Impugned Order otiose and unenforceable, the Company has filed a Civil Appeal assailing the Second Impugned Order to preserve its rights and remedies and to seek interim relief in regard to the said Notice. During the hearing on 9 December 2019, in the Civil Appeal filed by the Company before the Hon’ble Supreme Court, the Solicitor General appearing for SEBI orally undertook that in the meanwhile no coercive action shall be taken for recovery of the demand mentioned in the Notice. The matter is likely to be listed in August 2023 on a non-miscellaneous day.

4. The Company had received a notice dated 20 August 2018 from SEBI in regard to alleged violation of Clause 36 of erstwhile Listing Agreement for non-disclosure of loan agreements entered into by Dr. Prannoy Roy, Mrs. Radhika Roy (“Promoters”) and RPRR Holding Private Limited (Promoter Group Company) with Vishvapradhan Commercial Private Limited (VCPL) in 2009 - 10. SEBI vide its order dated 29 December 2020 imposed a penalty of INR 500 lakhs (INR 5 crores) on the Company for the alleged violation. The Company was not a party to the said loan arrangements and had made disclosures in 2015 in regard to the said loan agreements in response to media reports that speculated change in control. The Company filed an appeal before the Securities Appellate Tribunal (“SAT”) challenging the order dated 29 December 2020 passed by SEBI. The SAT vide order dated 20 July 2022 has partly allowed the appeal and reduced the penalty from INR 500 lakhs to INR 10 lakhs for violation of clause 36 of the listing agreement. Without prejudice to its rights and contentions, the Company has paid the penalty of INR 10 Lakhs as directed by SAT order. SEBI has filed an appeal before the Supreme Court challenging the SAT order. The Supreme Court vide order dated 1 May 2023 issued notice and stayed the recovery of demand. The matter shall be listed in July 2023.

5. On 19 August 2019, FIR was uploaded on the website of Central Bureau of Investigation’s (“CBI”) against Dr. Prannoy Roy,Mrs. Radhika Roy Promoters of NDTV, Mr. Vikramaditya Chandra (erstwhile CEO and Director of NDTV) ,NDTV, unknown public servants and others. The allegations in the FIR inter alia are that certain amounts invested in NDTV, its group companies during the years 2004 to 2010 were of unknown public servants, which were brought as foreign direct investments (“FDI”) to India through multiple layers of complex transactions and shell companies. The FIR also alleges that an erstwhile group company of NDTV got approval of FIPB in violation of FDI provisions. The lawyers of the Company, based on their review of FIR and other relevant documents, have opined that it is unlikely that any case can be made out against the Company and its promoters/officers as has been alleged in the FIR.

6. The Securities and Exchange Board of India (“SEBI”) had issued notices dated 14 March 2018 to Dr. Prannoy Roy, Mrs. Radhika Roy (“Promoters”) and RRPR Holding Private Limited (“Promoter Company”), in relation to alleged violations of Securities and Exchange Board of India Act, 1992 (“SEBI Act”) read with SEBI (Prohibition of Fraudulent Trade Practices relating to Securities Market) Regulations and Clause 36 of erstwhile Listing Agreement read with Section 21 of the Securities Contract (Regulation) Act, 1956 on account of alleged non-disclosure of the loan agreements entered in 2008 – 10 by – (i) the Promoter Group Company with ICICI Bank Limited, and (ii) the Promoter Group Company and Promoters with Vishvapradhan Commercial Private Limited.



SEBI vide its order dated 14 June 2019 (“Impugned Order”) directed as follows:



• The Promoter Group Company and Promoters are restrained from accessing the securities market and are further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of two (2) years. It is also clarified that during the said period of restraint/prohibition, the existing holding, including units of mutual funds, of Promoter Group Company and Promoters shall remain frozen.

• The Promoters are restrained from holding or occupying any position as director or key managerial personnel in the Company for a period of two (2) years.

• The Promoters are restrained from holding or occupying any position as director or key managerial personnel in any other listed company for a period of one (1) year.



The Promoters and Promoter Company filed an appeal before the Securities Appellate Tribunal (“SAT”) challenging the order dated 14 June 2019 passed by SEBI. SAT vide order dated 20 July 2022 has set aside the SEBI order dated 14 June 2019 and held that the order which had barred the Promoters “from accessing the securities market or from accepting any position of a Director is totally out of context and does not commensurate with the alleged violation especially when no fraud has been committed nor does the loan agreement defraud the investors”. SEBI has filed an appeal before the Supreme Court challenging the SAT order. The Supreme Court vide order dated 1 May 2023 issued notice and directed to list the matter in Juy 2023."

7. On 7 November 2019, the Company received a notice from Hon’ble High Court of Delhi (Court) in regard to a civil suit filed by Mr. Luv Ranjan against 12 (twelve) Defendants including the Company and its subsidiary NDTV Convergence Limited arrayed as Defendant No. 3 and 4. The Plaintiff has prayed for a perpetual injunction and the damages of INR 2,500 lakhs (INR 25 crores) for the impugned articles published by the Defendants. The Company out rightly rejects any charges of defamation and will present relevant material to the Court to contest the matter. The next date of hearing is 31 May 2023.

8. On 18 October 2018, the Company received a notice from Ahmedabad City Civil Court (‘the Court’) about a suit for defamation, instituted by Reliance Infrastructure Limited and others against the Company, Executive Co-Chairperson of the Company and Managing Editor of the Company, claiming damages of INR 1,000,000 lakhs (INR 10,000 crores) because of a Company's show, ‘Truth vs Hype: The Ideal Partner in Rafael Deal’ broadcast on the channel ‘NDTV 24X7’. The Company out rightly rejects any charges of defamation; and has challenged the jurisdiction of the Court and filed its written statement in this matter. The next date of hearing is 3 May 2023.

9. Dr. Prannoy Roy,Mrs. Radhika Roy (“Promoters”) had received a Notice dated 31 August 2018, issued by the Securities and Exchange Board of India (“SEBI “) in regard to alleged violation of NDTV’s Code of Conduct and provisions of the SEBI (Prohibition of Insider Trading) Regulation, 1992 (“PIT”) for dealing in securities while being in possession of unpublished price sensitive information and trading in closed window period.



SEBI vide its order dated 27 November 2020 directed the Promoters to, jointly or severally, disgorge the amount of wrongful gain of INR 1,697.38 lakhs (INR 16.97 crores) as computed in the Show Cause Notice dated 31 August 2018, along with interest at the rate of 6% per annum from 17 April 2008, till the date of actual payment of disgorgement amount along with interest, within 45 days from the date of coming into force of the order. SEBI has further directed that the Promoters shall be restrained from accessing the securities market and prohibited them from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of 2 years. Further, during the period of restrain the existing holding of securities, including the units of mutual funds shall remain under freeze in respect of the Promoters.



The Promoters have filed an appeal before the Securities Appellate Tribunal (“SAT”) challenging the order dated 27 November 2020 passed by SEBI. SAT vide its interim order dated 4 January 2021 granted partial interim relief to the Promoters and directed the Promoters to deposit 50% of the disgorged amount before SEBI within a period of four weeks.



The Promoters filed a Civil Appeal before the Hon’ble Supreme Court challenging the interim order dated 4 January 2021 passed by SAT. The Hon’ble Supreme Court vide its order dated 15 February 2021 directed that no amount shall be recovered coercively by SEBI pursuant to its order dated 27 November 2020, in the absence of any deposit by the Promoters.



The Company is not a party to the order passed by SEBI or the appeal filed by the Promoters and hence, there is no impact on the financial position of the Company. The matter shall be listed for hearing before SAT on 4 May 2023."

10. Dr. Prannoy Roy, Mrs. Radhika Roy (“Promoters”) had received a Show Cause Notice (“Notice”) dated 10 January 2019, issued by the Securities and Exchange Board of India (“SEBI “) in regard to alleged violation of NDTV’s Code of Conduct and provisions of the SEBI (Prohibition of Insider Trading) Regulation, 1992 (“PIT Regulations”) for dealing in securities while being in possession of unpublished price sensitive information and trading in closed window period. SEBI has asked to show cause as to why the penalty be not imposed on the Promoters under Section 15G(i) and 15HB of the SEBI Act for alleged violation of PIT Regulations. Promoters have filed their Reply to the aforesaid Notice denying the allegations contained therein.



The Promoters have also filed miscellaneous applications before the Supreme Court seeking a direction that the SEBI should not adopt precipitative steps in relation to the Show Cause Notices dated 10 January 2019. The applications seek to extend the orders of the Hon’ble Supreme Court dated 15 February 2021 to the Show Cause Notices dated 10 January 2019. At a hearing held on 3 September 2021, the Hon’ble Supreme Court granted liberty to SEBI to file its counter affidavit and adjourned the matter. The Solicitor General appearing for SEBI orally undertook that no precipitative or coercive steps shall be taken in relation to the Show Cause Notices dated 10 January 2019 in the meanwhile. The next date of hearing is tentatively scheduled on 9 May 2023."

11. The Securities and Exchange Board of India (“SEBI”) had issued a notice dated 5 September 2018 to Dr. Prannoy Roy, Mrs. Radhika Roy and RRPR Holding Private Limited (Promoter Company) in regard to alleged violations under Securities and Exchange Board of India Act, 1992 (“SEBI Act”) read with SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 and Equity Listing Agreement read with Securities Contracts (Regulation) Act, 1956 on account of alleged non-disclosure of the loan agreements entered in 2008 – 10 by – (i) the Promoter Group Company with ICICI Bank Limited, and (ii) the Promoter Group Company and Promoters with Vishvapradhan Commercial Private Limited.



SEBI vide its order dated 24 December 2020 imposed a penalty of INR 2,500 lakhs (INR 25 crores) on the Promoters and Promoter Group Company under Section 15HA of the SEBI Act, to be paid jointly and severally within 45 days of the receipt of the order and a penalty of INR100 lakhs (INR 1 crore) each has been imposed on the Promoters under Section 23H of the Securities Contracts (Regulation) Act, 1956, to be paid within 45 days of the receipt of the order.



The Promoters and Promoter Group Company filed an appeal before the Securities Appellate Tribunal (“SAT”) challenging the SEBI order dated 24 December 2020. SAT vide order dated 20 July 2022 has partly allowed the appeals and reduced the penalty from INR 2,500 lakhs ( INR 25 crore) to INR 500 lakhs ( INR 5 crore) for violation of Clause 49(I)(D) of the listing agreement.



The Promoters and Promoter Group Company have filed an appeal before the Supreme Court challenging the reduced penalty upheld by SAT. Further, SEBI has also filed an appeal challenging the SAT order. The Supreme Court vide order dated 1 May 2023 issued notice and stayed the recovery of demand. The matter shall be listed in July 2023. The Company is not a party to the order passed by SEBI or SAT and hence, there is no impact on the financial position of the Company

12. In respect of four joint ventures of the Company namely Indianroots Retail Private Limited, Indianroots Shopping Limited, Lifestyle & Media Broadcasting Limited, Lifestyle & Media Holdings Limited, we have not received financial statements of these entities for the quarter and year ended 31 March 2023. As investments made by NDTV group in these entities have been impaired in the earlier years on account of losses incurred by these entities, hence, based on their past performance, there is no adjustment required to the consolidated financial results of the Company.

13. On 30 December 2022, AMG Media Networks Ltd (AMNL), through its indirect subsidiary RRPR Holding Private Limited (Promoter Company), has acquired 27.26% stake in NDTV from Mrs. Radhika Roy and Dr. Prannoy Roy (Promoters of NDTV), resulting in a controlling stake of 64.71% in NDTV by AMNL through its subsidiaries. The Company has filed an application dated 17 April 2023 to seek approval of BSE Limited and National Stock Exchange of India, for re-classification of Dr. Prannoy Roy and Mrs. Radhika Roy from ‘Promoter’ to ‘Public’ category shareholders in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. On 19 January 2022, the Company and NDTV Networks Limited had signed a Share Sale and Purchase Agreement ("SPA”) with Astro Entertainment Sdn Bhd (“Astro”), for the sale of investment held by the Company along with its subsidiary NDTV Networks Limited for 3,424,500 ordinary shares constituting 20% of the total share capital (10% each 1,712,250 ordinary shares) in Astro Awani Network Sdn Bhd (“Awani”), for a consideration of Ringgit Malaysia eight million five hundred thousand (RM 8,500,000) only, net of any applicable taxes (approximately INR 151.6 million) at carrying cost of INR 27.09 million each, subject to receipt of approvals. The SPA has been terminated on account of non-receipt of the approvals by the long stop date i.e. 31 March 2023. However, there is no impact of the termination of this transaction on the results for the year

15. On 19 April 2022, the Board of Directors of the Company has approved the execution of Share Purchase Agreement between the Company and Bathla Teletech Private Limited and its affiliates (“the Purchasers”) for sale of 100% shares held in Delta SoftPro Private Limited (a subsidiary of the Company) for a consideration of INR 2800 lakhs. The transaction has been completed on 28 March 2023. Consequently, Delta Softpro Private Limited has ceased to be the wholly owned subsidiary of the Company w.e.f 28 March 2023, resulting into gain of INR 1066.10 lakhs (Standalone) and INR 1500.90 lakhs (Consolidated), this has been disclosed as an exceptional item in Statement of Standalone and Consolidated Financial results.



16. Exceptional item includes severance paid to left employee INR nil in Standalone Financial and INR 324.50 lakhs in Consolidated Financial results.

17. During the quarter ended 30 June 2022, the management undertook a detailed review of its “grouping of expenses” in statement of Profit and loss account and observed that certain expenses booked under “Marketing, distribution and promotional expense” would be more pragmatic to be classified under “Production expenses and cost of service” for better understanding of Statement of Profit and Loss. In the previous quarter the aforesaid re-classification has been done. The quantum of reclassification in previous quarter is as follows; Q4 of FY 21-22 INR 62.26 lakhs, and for FY 21-22 is INR 657.93 lakhs. The retrospective restatement of relevant items in Statement of Profit and Loss has no effect on the information in the balance sheet at the beginning of the preceding period (1 April 2021). The aforesaid adjustment does not have any impact on the Basic and Diluted Earnings per share. The re-classification of expense has no impact on current and previously reported cash flows from operating, investing, and financing activities. The reclassification of expense is done only in Standalone financial results.



18. The Company had received a Notice of Demand dated 31 March 2022 under Section 156 of the Income Tax Act, 1961 (“Assessment Order”) for the Assessment Year 2008-09, which provides that a sum of INR 35,336.43 lakhs (INR 353.36 Cr)is payable by the Company, but as per the High Court’s order dated 14 March 2022 there are no financial implications on the Company at this stage, and that the amount is not payable, a fact clearly acknowledged and stated by the Income Tax Department in its Assessment Order. The matter is likely to be listed on 25 August 2023.

19. The Code on Social Security, 2020 (‘Code’) relating to employee benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and related rules are yet to be framed. The impact of the changes, if any, will be assessed and recognised post notification of the relevant provisions.

20. The NDTV Group is primarily engaged in the business of Television Media and related operations. There is no separate reportable segment as per IND AS 108 - Operating Segments.

21. Figures for previous periods have been reclassified wherever necessary to conform to the current period's classification.

22. The above financial results were reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 01 May 2023.