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10 CIN: L64200MH2007PLC Regd. Office : 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Tel.: Fax: cs@tvvision.in Website: Notice is hereby given at e 10 (Ten) Annual General Meeting of e members of TV Vision Limited will be held on Monday, 25 September, 2017 at 12:45 p.m. at Celeial Banquets B-47, Paramount, New Link Road, Oshiwara, Andheri (We), Mumbai , to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt e Audited Financial Statements (including Consolidated Financial Statements) of e Company, for e year ended 31 March, 2017 togeer wi e Board s Reports and Auditors Report ereon. 2. To appoint a Director in place of Mr. Markand Adhikari (DIN: ), Managing Director of e Company, who retires by rotation and being eligible, offers himself for re-appointment. 3. To ratify e appointment of M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai (FRN: W), as approved by e members at e 8 Annual General Meeting as Statutory Auditors of e Company to hold office from e conclusion of 8 Annual General Meeting upto e conclusion of 11 Annual General Meeting and to fix remuneration for e financial year ending 31 March, To consider and if ought fit, to pass e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 139 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014 and e resolution passed by e members at e 8 Annual General Meeting (AGM) held on 26 September, 2015, for appointment of M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai (FRN:110324W) as Statutory Auditors of e Company to hold office from e conclusion of 8 AGM upto e conclusion of 11 AGM to be held for e financial year ending 31 March, 2018, e consent of e members of e Company be and is hereby accorded to ratify e appointment of M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, to hold office from e conclusion of 10 AGM till e conclusion of 11 AGM and e Board of Directors of e Company be and is hereby auorized to fix e Auditor s remuneration, as may be agreed upon between e Auditors and e Board of Directors of e Company. SPECIAL BUSINESS: N O T I C E 4. RE-DESIGNATION OF MR. GAUTAM ADHIKARI AS CHAIRMAN AND WHOLE TIME DIRECTOR OF THE COMPANY To consider and if ought fit, to pass e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 196, 197, 203 and oer applicable provisions, if any, of e Companies Act, 2013 ( e Act ) read wi e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof for e time being in force), approval of members be and is hereby accorded to re-designate Mr. Gautam Adhikari from Chairman and Non-Executive Director of e Company to Chairman and Whole Time Director of e Company for a period of 5 (Five) years w.e.f nd 22 Augu, 2017 to 21 Augu, 2022 at a remuneration of ` 3,00,000/- (Rupees Three Lakh Only) per mon (inclusive of all perquisites and allowances). RESOLVED FURTHER THAT e Board of Directors of e Company be and are hereby auorized to do all such acts, deeds, matters and ings, as it may be required for e purpose of giving effect to is Resolution. 5. PAYMENT OF REMUNERATION TO MR. RAVI ADHIKARI AS A CREATIVE DIRECTOR, FOR HOLDING OFFICE OR PLACE OF PROFIT/EMPLOYMENT IN THE COMPANY To consider and if ought fit, to pass e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 188(1)(f) of e Companies Act, 2013 ( e Act ) read wi Rule 15(3) of e Companies (Meetings of e Board and its Powers) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof for e time being in force), approval of e members of e Company be and is hereby accorded for payment of remuneration to Mr. Ravi Adhikari, as Creative Director of e Company, (relative of Mr. Gautam Adhikari, Chairman & Whole Time Director of e Company) for holidng office or place of profit/employment, wi effect from 1 October, 2017, not exceeding ` 4,00,000/- (Rupees Four Lakh Only) per mon (inclusive of all perquisites are allowances ). 8

11 TH 10 ANNUAL REPORT RESOLVED FURTHER THAT e Board of Directors of e Company be and are hereby auorized to do all such acts, deeds, matters and ings as may be required for e purpose of giving effect to is Resolution. 6. PAYMENT OF REMUNERATION TO MR. KAILASNATH ADHIKARI AS A CORPORATE COMMUNICATIONS HEAD PERSONAL RELATIONS OFFICER, FOR HOLDING OFFICE OR PLACE OF PROFIT/EMPLOYMENT IN THE COMPANY To consider and if ought fit to pass, e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 188(1)(f) of e Companies Act, 2013 ( e Act ) read wi Rule 15(3) of e Companies (Meetings of e Board and its Powers) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof for e time being in force), approval of e members of e Company be and is hereby accorded for payment of remuneration to Mr. Kailasna Adhikari, as a Corporate Communications Head Personal Relations Officer of e Company, (relative of Mr. Markand Adhikari, Managing Director of e Company) for holding office or place of profit/employment, wi effect from 1 October, 2017, not exceeding ` 4,00,000/- (Rupees Four Lakh Only) per mon (inclusive of all perquisites are allowances ). RESOLVED FURTHER THAT e Board of Directors of e Company be and are hereby auorized to do all such acts, deeds, matters and ings as may be required for e purpose of giving effect to is Resolution. 7. AUTHORITY TO THE BOARD OF DIRECTORS TO CREATE, OFFER, ISSUE & ALLOT FURTHER SECURITIES OF THE COMPANY To consider and if ought fit to pass, e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 41, 42, 62, 71 and all oer applicable provisions of e Companies Act, 2013 ( e Act ) read wi e Companies (Share Capital and Debentures) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof, for e time being in force) and subject to all applicable laws and in accordance wi all relevant provisions of e Memorandum and Articles of Association of e Company and subject to e provisions of SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 ( Liing Regulations ) and e Liing Agreement/s entered into by e Company wi e Stock Exchange(s) where e Company s shares are lied and subject to any oer necessary approval, consent, permission and/or sanction of e Securities and Exchange Board of India ( SEBI ), Government of India ( GOI ), Reserve Bank of India ( RBI ), Foreign Invement Promotion Board ( FIPB ), Department of Indurial Policy & Promotion ( DIPP ) and/or any oer appropriate auorities, including Banks, Financial Initutions or oer Creditors; subject to e provisions of e Foreign Exchange Management Act, 1999 (FEMA), Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000, as amended and all applicable regulations framed and notifications issued ere under; SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( SEBI Regulations ), including e guidelines for Qualified Initutional Placement prescribed in Chapter VIII ereof; subject to such conditions as may be prescribed by any of em while granting any such approval, consent, permission or sanction and which may be agreed to by e Board of Directors of e Company (hereinafter referred to as e Board which term shall be deemed to include any Committee(s) conituted /to be conituted by e Board to exercise its powers including powers conferred on e Board by is resolution and/or by duly auorized persons ereof for e time being exercising e powers conferred on e Board by is resolution), e consent and approval of e members of e Company be and is hereby accorded to create, offer, issue and allot, in e course of one or more public/private offerings in domeic and/or in e course of international offerings wi or wiout green shoe options, equity shares (including Qualified Initutions Placement (QIPs) under ICDR Regulations) and/or equity shares rough Global Depository Receipts (GDRs) and/or American Depository Receipts (ADRs) or Foreign Currency Convertible Bonds (FCCBs) and/or oer securities convertible into equity shares at e option of e Company and/or holder(s) of such securities and/or securities linked to equity shares and/or securities including non convertible debentures wi warrants or oer securities wi or wiout warrants, which may be eier detachable or linked and which warrant has a right exercisable by e warrant holder to subscribe for equity shares and/or any inruments or securities representing eier equity shares and/or convertible securities linked to equity shares (including e issue and allotment of equity shares pursuant to a green shoe option, if any), (all of which are hereinafter collectively referred as securities ) to eligible inveors under applicable laws, regulations and guidelines wheer residents or non residents and/or initutions/banks and/or incorporated bodies, mutual funds, venture capital funds, and/or multilateral financial initutions and/or individuals and/or truees and/or abilizing agents or oerwise and wheer or not such inveors are members of e Company, rough Prospectus and/or Letter of Offer or Circular and/or on public and/or private/preferential basis, such issue and allotment to be made at such times/intervals, in one or more tranches, for cash, at such price or prices, in such manner and where necessary, in consultation wi e Book Running Lead Managers and/or oer Advisors or oerwise, on such terms and conditions as e Board, may, in its absolute discretion, decide at e time of issue of securities provided at e total amount raised rough e issuance of such securities shall not exceed ` 500/- Crore (Rupees Five Hundred Crore Only) or its equivalent in one or more currencies, including premium if any, as may be decided by e Board. 9

12 10 RESOLVED FURTHER THAT in e event of issue of GDRs / ADRs, e pricing shall be determined in compliance wi principles and provisions set out in e Depository Receipts Scheme, 2014, e Foreign Exchange Management (Transfer or Issue of Securities by a person resident outside India) Regulations, 2000 and such oer notifications, clarifications, guidelines, rules and regulations issued by relevant auorities (including any atutory modifications, amendments or re-enactments ereof). RESOLVED FURTHER THAT in e event e Securities are proposed to be issued as FCCBs, subject to e provisions of e Issue of Foreign Currency Convertible Bonds and Ordinary Shares (rough Depository Receipts Mechanism) Scheme, 1993, including any atutory modifications, re-enactments or amendments ereto from time to time and oer applicable pricing provisions issued by e Miniry of Finance, e relevant date for e purpose of determining e floor price for conversion of e FCCBs into Equity Shares shall be e date of e meeting in which e Board or duly auorized committee of directors decides to open such issue after e date of is Resolution or such oer date as may be prescribed under applicable law. RESOLVED FURTHER THAT in e event e Equity Shares are issued in e course of QIP under Chapter VIII of SEBI Regulations, e pricing shall be determined in compliance wi principles and provisions set out under e SEBI Regulations and e Board may offer a discount of not more an 5% (five per cent) on e price calculated for e QIP or such oer discount as may be permitted under said SEBI Regulations. RESOLVED FURTHER THAT in e event e Equity Shares are issued in e course of QIP under Chapter VIII of SEBI Regulations, e relevant date for e purpose of e pricing of e Equity Shares shall be e meeting in which e Board decides to open e issue or such oer date as may be prescribed under applicable law. RESOLVED FURTHER THAT e Board be and hereby auorized to enter into any arrangement wi any agencies or bodies for e issue of GDRs and / or ADRs represented by underlying equity shares in e share capital of e Company wi such features and attributes as are prevalent in international / domeic capital markets for inruments of is nature and to provide for e tradability and free transferability ereof in accordance wi market practices as per e domeic and / or international practice and regulations and under e norms and practices prevalent in e domeic / international capital markets and subject to applicable laws and regulations and e Articles of Association of e Company. RESOLVED FURTHER THAT for e purpose of giving effect to any offer, issue or allotment of Securities, e Board be and is hereby auorised on behalf of e Company to do all such acts, deeds, matters and ings as it may, in absolute discretion, deem necessary or desirable for such purpose, including wiout limitation, e determination of e terms ereof, finalization and approval of e offer documents(s), private placement offer letter, determining e form, proportion and manner of e issue, including e class of inveors to whom e Securities are to be allotted, number of Securities to be allotted, issue price, premium amount on issue / conversion / exercise / redemption, rate of intere, redemption period, fixing record date, liings on one or more ock exchanges in India or abroad, entering into arrangements for managing, underwriting, marketing, liing and trading, to issue placement documents and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating ereto and for oer related matters and wi power on behalf of e Company to settle all queions, difficulties or doubts at may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deem fit. RESOLVED FURTHER THAT e Securities to be created, issued allotted and offered in terms of is Resolution shall be subject to e provisions of e Memorandum and Articles of Association of e Company. RESOLVED FURTHER THAT e Equity Shares so issued shall in all respects rank pari passu wi e exiing Equity Shares of e Company and shall be lied wi e ock exchanges where e Company s exiing equity shares are lied. RESOLVED FURTHER THAT e Board be and is hereby auorised to appoint merchant bankers, underwriters, depositories, cuodians, regirars, truees, bankers, lawyers, advisors and all such agencies as may be involved or concerned in e issue and to remunerate em by way of commission, brokerage, fees or e like (including reimbursement of eir actual expenses) and also to enter into and execute all such arrangements, contracts / agreements, memorandum, documents, etc., wi such agencies, to seek e liing of Securities on one or more recognized ock exchange(s), to affix common seal of e Company on any arrangements, contracts / agreements, memorandum, documents, etc. as may be required. RESOLVED FURTHER THAT for e purpose of giving effect to e above, e Board be and is hereby auorised in consultation wi e merchant banker(s), advisors and / or oer intermediaries as may be appointed in relation to e issue of Securities, is auorised to take all actions and do all such acts, deeds, matters and ings as it may, in its absolute discretion, deem necessary, desirable or expedient for e issue and allotment of Securities and liing ereof wi e ock exchanges or oerwise as may be required in relation to e issue and to resolve and settle all queions and difficulties at may arise in e issue, offer and allotment of Securities, including finalization of e number of Securities to be issued in each tranche ereof, form, terms and timing of e issue of Securities including for each tranche of such issue

13 TH 10 ANNUAL REPORT of Securities, identification of e inveors to whom Securities are to be offered, utilization of e proceeds and oer related, incidental or ancillary matters as e Board may deem fit at its absolute discretion, to make such oer applications to concerned atutory or regulatory auorities as may be required in relation to e issue of Securities and to agree to such conditions or modifications at may be imposed by any relevant auority or at may oerwise be deemed fit or proper by e Board and to do all acts, deeds, matters and ings in connection erewi and incidental ereto as e Board in its absolute discretion deems fit and to settle any queions, difficulties or doubts at may arise in relation to e any of e aforesaid or oerwise in relation to e issue of Securities. RESOLVED FURTHER THAT e Board of Directors be and are hereby auorised to delegate (to e extent permitted by law) all or any of e powers herein conferred to any officer of e Company. 8. APPROVAL OF THE EMPLOYEE STOCK OPTION SCHEME 2017 AND GRANT OF THE EMPLOYEE STOCK OPTIONS UNDER THE PLAN To consider and if ought fit, to pass e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 62 (1)(b) and all oer applicable provisions if any, of e Companies Act, 2013 read wi Rule 12 of e Companies (Share Capital and Debentures) Rules, 2014 (including any atutory modification(s) or re-enactment(s) ereof for e time being in force), e Memorandum and Articles of Association of e Company, Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014, as amended from time to time (hereinafter referred to as SEBI SBEB Regulations ), SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Liing Regulations ) and subject to such oer approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be accepted by e Board of Directors of e Company (hereinafter referred to as e Board which term shall be deemed to include any Committee, including e Nomination and Remuneration Committee, which e Board has conituted to exercise its powers, including e powers, conferred by is Resolution), approval and consent of e Members of e Company ( Shareholders ) be and is hereby accorded to e TVL Employees Stock Option Scheme 2017 (hereinafter referred to as e TVL ESOP 2017 or e Scheme ), e salient features whereof are furnished in e atement pursuant to provisions of Section 102 of e Companies Act, 2013 in is Notice and to e Board to create, offer and grant from time to time upto 2,00,000 (Two Lakh) Employees ock options (Options) being not exceeding 0.6% approximately of e paid-up equity share capital of e Company as on e date of passing e resolution to e permanent Employees including Directors of e Company [oer an Promoter(s) or persons belonging to e Promoter Group of e Company, Independent Directors and Directors holding directly or indirectly more an 10% of e outanding equity shares of e Company], wheer Whole time or oerwise, wheer working in India or out of India (hereinafter referred to as an Employee(s) ], as may be decided solely by e Board under e Scheme, exercisable into not more an 2,00,000 (Two Lakh) fully paid-up equity shares in e Company in aggregate of e face value of `10/- (Rupees Ten Only) each at such price or prices, in one or more tranches and on such terms and conditions, as maybe determined by e Board in accordance wi e provisions of e Scheme, SEBI SBEB Regulations and in due compliance wi oer applicable laws and regulations. RESOLVED FURTHER THAT e Board be and is hereby auorised to formulate, evolve, decide upon, determine e detailed terms and conditions of various Schemes under e Plan, including but not limited to e terms or combinations of e terms subject to which e Options are to be granted, e exercise period, e veing period, e veing conditions, inances where such Options shall lapse, treatment of lapsed options as e Board may in its absolute discretion ink fit. RESOLVED FURTHER THAT all actions taken by e Board in connection wi e above and all incidental and ancillary ings done, including appointment of Merchant Banker, are hereby specifically approved and ratified. RESOLVED FURTHER THAT e Board be and is hereby furer auorised to issue and allot equity shares upon exercise of e options from time to time in accordance wi e Scheme and such equity shares shall rank pari-passu in all respects wi e en exiing equity shares of e Company. RESOLVED FURTHR THAT in case of any corporate action(s) such as rights issues, bonus issues, change in capital ructure, merger and/or sale of division/undertaking or oer re-organisation, and oers, if any additional equity shares are required to be issued by e Company to e Shareholders Additional Shares ),e ceiling as aforesaid of 2,00,000 (Two Lakh) options and equity shares respectively to be issued and allotted shall be deemed to increase in proportion of such Additional Shares issued to facilitate making a fair and reasonable adjument. RESOLVED FURTHER THAT in case e equity shares or oer relevant securities of e Company are eier sub-divided, re-consolidated, en e number of shares to be allotted and e price of acquisition payable by e option grantees under e Scheme shall automatically and augmented or reduced, as e case may be, in e same proportion as e resent face value of `10/- (Rupees Ten Only) per equity share bears to e revised face value of e equity shares of e Company after such sub-division or consolidation, wiout affecting any oer rights or obligations of e option grantees. 11

14 RESOLVED FURTHER THAT e Board be and is hereby also auorised at any time to modify, change, vary, alter, amend, suspend or terminate TVL ESOP 2017 subject to e compliance wi e applicable laws and regulations and to do all such acts, deeds, matters and ings as it may in its absolute discretion deem fit, for such purpose and also to settle any issues, queions, difficulties or doubts at may arise in is regard wiout being required to seek any furer consent or approval of e Shareholders and furer to execute all such documents, writings and to give such directions and/or inructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of TVL ESOP 2017 and do all oer ings incidental and ancillary ereof. RESOLVED FURTHER THAT e Company shall conform to e accounting policies prescribed from time to time under e SEBI SBEB Regulations and any oer applicable laws and regulations to e extent relevant and applicable to TVL ESOP RESOLVED FURTHER THAT e Board be and is hereby also auorised to take necessary eps for liing of e equity shares allotted under TVL ESOP 2017 on e Stock Exchanges, where e equity shares of e Company are lied as per e provisions of e Liing Regulations and oer applicable laws, guidelines, rules and regulations. RESOLVED FURTHER THAT for e purpose of giving effect to e forgoing, e Board be and is hereby auorised to do e following for and on behalf of e Company wiout being required to specifically seek any furer consent or approval of shareholders of e Company to e end and intent at ey shall deemed to have given eir approval ereto expressly by e auority of is Resolution to seek atutory or such oer approvals as may be necessary for e implementation of e TVL ESOP 2017; to dispose of from time to time, such Options as are not exercised, in such manner, as e Board may deem fit in its absolute discretion; to enter into and execute all such arrangements as e case may be wi any advisors, bankers, depositories, cuodians and oer intermediaries (e Agencies ) in relation to e Plan and e schemes to be issued ereunder and to remunerate any of e Agencies in any manner including payment of commission, brokerage, fee or payment of eir remuneration for eir services rendered; to settle all queions, difficulties or doubts at may arise in relation to formulation and implementation of e schemes at any age including at e time of liing of e equity shares issued herein; to do all such acts, deeds, matters and ings as e Board may at its discretion deem necessary or desirable for such purpose, including wiout limitation e drafting, finalization, entering into and execution of any arrangements or agreements; and RESOLVED FURTHER THAT e Board be and is hereby also auorised to nominate and appoint such personnel to represent e Company for carrying out any or all of e activities at e Board is auorised to do for e purpose of giving effect to is Resolution. By Order of e Board of Directors Place: Mumbai nd Date: 22 Augu, 2017 Nirali Shah Company Secretary & Compliance Officer ACS No

15 TH 10 ANNUAL REPORT NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE, IN CASE OF POLL ONLY, ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER TO BE VALID, THE INSTRUMENT APPOINTING PROXY, SHOULD BE DULY COMPLETED, STAMPED AND SIGNED AND MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as Proxy on behalf of members not exceeding fifty and holding in e aggregate not more an ten percent of e total share capital of e company carrying voting rights, provided at a member holding more an ten percent of e total share capital of e company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any oer person or member. 2. The Statement pursuant to e provisions of Section 102 of e Companies Act, 2013 ( e Act ), in respect of e special businesses is annexed hereto and forms part of is Notice. 3. Members / Proxies are requeed to bring in eir duly filled in Attendance slip along wi eir copy of Annual Report to e Annual General Meeting (AGM). Corporate members are requeed to send duly certified copy of e Board Resolution passed pursuant to Section 113 of e Act, auorizing eir representative to attend and vote at e AGM (including rough e-voting). 4. Brief resume of Directors proposed to be re-appointed at e ensuing AGM in terms of Regulation 36(3) of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 (Liing Regulations) and Secretarial Standards on General Meetings (SS-2) issued by e Initute of Company Secretaries of India (ICSI) is annexed to is Notice. The Company is in receipt of relevant disclosures/consents from e Director pertaining to his appointment. 5. The Regier of Directors and Key Managerial Personnel and eir Shareholdings, maintained under Section 170 and Regier of Contracts or Arrangements in which Directors are intereed under Section 189 of e Act, will be open for inspection for e members during e AGM. 6. Pursuant to Section 91 of e Act, Regier of Members and e Share Transfer Books of e Company will remain closed from Tuesday, 19 September, 2017 to Monday, 25 September, 2017 (bo days inclusive). 7. Members holding shares in physical form are requeed to notify immediately changes, if any, in eir address or bank mandate to e Company/Regirar & Share Transfer Agents ( RTA ) quoting eir Folio Number and Bank Account Details along wi self-atteed documentary proofs. Members holding shares in e Dematerialized (electronic) Form may update such details wi eir respective Depository Participants. 8. Members are requeed to forward all Share Transfers and oer communications, correspondence to e RTA M/s. Sharex Dynamic (India) Private Limited, Unit: TV Vision Limited, Unit No.1, Lura Indurial Eate, Safed Pool, Andheri Kurla Road, Andheri (Ea), Mumbai and members are furer requeed to always quote eir Folio Number in all correspondences wi e Company. 9. Members holding shares in identical order of names in one or more folio are requeed to write to e Company / RTA enclosing eir share certificate(s) to enable e Company to consolidate eir holding in one folio for better services. 10. Members desirous of seeking any information relating to e accounts and operations of e Company are requeed to address eir queries to e Company Secretary and Compliance Officer of e Company at lea 7 (Seven) days in advance of e meeting to enable e Company to provide e information required at e meeting. 11. Members are requeed to bring in eir original photo ID (like PAN Card, Aadhar Card, Voter Identity Card, etc having photo identity) while attending e AGM. 12. Members who hold shares in dematerialized form are requeed to bring eir client ID and DP ID for easier identification of attendance at e meeting. In case of joint holders attending e meeting, e joint holder wi highe, in order of names will be entitled to vote. 13. Securities Exchange Board of India ( SEBI ) has mandated e submission of Permanent Account Number (PAN) by every participant in e securities market. Members holding shares in DEMAT Form are erefore requeed to submit eir PAN details to eir respective Depository Participants wi whom ey have eir DEMAT account(s). Members holding shares in physical form can submit eir PAN details to e RTA of e Company. 14. Non Resident Indian members are requeed to inform e Company's RTA, immediately of any change in eir residential atus on return to India for permanent settlement, eir bank account maintained in India wi complete name, branch, account type, account number and address of e bank wi pin code, IFSC and MICR Code, as applicable if such details were not furnished earlier. 13

16 15. To comply wi e provision of Section 88 of e Act, read wi e Rule 3 of e Companies (Management and Adminiration) Rules, 2014, e Company shall be required to update its database by incorporating some additional details of its members. 14 Members are erefore requeed to kindly submit eir ID and oer details vide e updation form annexed wi is Annual Report. The same could be done by filling up and signing at e appropriate place in e said form and returning e same by po/ . The ID provided shall be updated subject to successful verification of eir signatures as per records available wi e RTA of e Company. 16. The Notice of e 10 AGM and inructions for e-voting along wi Attendance Slip and Proxy Form are being sent by electronic mode to all members whose address are regiered wi e Company/Depository Participant(s) unless member has requeed for hard copy of e same. For members who have not regiered eir address, physical copies of e aforesaid documents are being sent by e courier. 17. Route Map for e venue of e proposed AGM of e Company, is appearing at e back of e Attendance Slip (loose leaf), dispatched along wi e Annual Report and are also made available on e website of e Company i.e Voting rough electronic means: In compliance wi provisions of Section 108 of e Act, read wi e Rule 20 of e Companies (Management and Adminiration) Rules, 2014 as amended from time to time and Regulation 44 of Liing Regulations and SS-2 issued by e ICSI, e Company is pleased to offer e-voting facility to its members to ca eir votes electronically on e resolutions nd mentioned in e Notice of e 10 AGM of e Company, dated 22 Augu, 2017 (e AGM Notice). The Company has engaged e services of National Securities Depository Limited (NSDL) to provide e e-voting facility. The facility of voting rough polling papers shall also be made available at e venue of e 10 AGM. The members who have already ca eir votes rough e-voting may attend e meeting but shall not be entitled to ca eir vote again at e AGM. The Company has appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai as e Scrutinizer for scrutinizing e e-voting and e voting process at e AGM in fair and transparent manner. E- Voting is optional The inructions for e-voting are as under: (A) In case of member receiving from NSDL (for members whose IDs are regiered wi e Company/Depository participant(s)). a. Open and open PDF file viz: e-voting.pdf wi your Client ID or Folio No. as password. The PDF file contains user ID and password/pin for e-voting. Please note at is password is an initial password. If you are already regiered wi NSDL for e-voting en you can use your exiing user ID and password. b. Launch internet browser by typing e URL: c. Click on Shareholder-login. d. Put your user ID and password. Click Login. e. Password change menu appears. Change e password/pin wi a new password of your choice wi minimum 8 digits/characters or combination ereof. Note new password. It is rongly recommended not to share your password wi any oer person and take utmo care to keep e password confidential. f. Home page of e-voting opens. Click on e-voting: Active Voting Cycles. g. Select EVEN of TV Vision Limited. h. Now you are ready for e-voting as Ca Vote page opens. i. Ca your vote by selecting appropriate option and click on Submit and also Confirm when prompted. j. Upon confirmation, e message Vote ca successfully will be displayed. k. Once you have voted on e resolution, you will not be allowed to modify e vote.

17 TH 10 ANNUAL REPORT (B) l. Initutional members (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/Auority letter etc. togeer wi atteed specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e scrutinizer rough at scrutinizer@mgconsulting.in wi a copy marked to evoting@nsdl.co.in; mentioning in subject line E-voting for 10 AGM of TV Vision Limited. In case of member receiving physical copy of e Notice of AGM by courier [members whose ID's are not regiered wi e Company/ Depository Participant(s) or requeing physical copy]: i. Initial password is provided as below/at e bottom of e Attendance Slip: EVEN (E-Voting Event Number) User ID Password/PIN (C) ii. Please follow all eps from Sr. No. (b) to (l) above, to ca vote. In case of any queries, you may refer to e Frequently Asked Queions (FAQs) for members and e-voting user manual for Members available at e download section of or call on toll free no.: Oer Inructions: nd a. The e-voting period begins on Friday, 22 September, 2017 (10:00 am) and ends on Sunday, 24 September, 2017 (5:00 pm). During is period, members of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date i.e. Monday, 18 September, 2017, may ca eir vote electronically. The e-voting module shall be disabled by NSDL for voting ereafter. b. The voting rights of members shall be in proportion to eir shares of e paid up equity share capital of e Company as on e cut-off date i.e. Monday, 18 September, A person whose name is recorded in e Regier of Members or in e Regier of beneficial owners maintained by e depositories as on e cutoff date only shall be entitled to avail e facility of e-voting as well as voting at e meeting rough polling paper. c. Any person, who acquires shares of e Company and becomes a member of e Company after dispatch of e Notice and holding shares as of e cut-off date i.e. Monday, 18 September, 2017 may obtain e login ID and Password by sending a reque at evoting@nsdl.co.in. d. If you have forgot your password, you can reset your password by using Forgot User details/password or Physical User Reset Password option available on e. A member may participate in e AGM even after exercising his right to vote rough e-voting but shall not be allowed to vote again at e AGM. f. M/s. Manish Ghia & Associates, Company Secretaries, Mumbai have been appointed as e Scrutinizer to scrutinize e voting rough poll papers and e-voting process in fair and transparent manner. g. The Chairman shall, at e AGM, at e end of e discussion on e resolutions on which voting is to be held, allow voting wi e assiance of scrutinizer, by use of Polling Paper for all ose members who are present at e AGM but have not caed votes by availing e e-voting facility. h. The Scrutinizer, after scrutinizing e votes ca at e meeting rough poll papers and rough e-voting process, will, not later an 48 hours of conclusion of e AGM, make a consolidated scrutinizer s report and submit e same to e Chairman. The results declared along wi e consolidated scrutinizer s report shall be placed on e website of e Company and on e website of e NSDL The results shall also be immediately forwarded to e BSE Limited and National Stock Exchange of India Limited where e shares of e Company are lied. 15

18 In pursuance of e provisions of Regulation 36(3) of Liing Regulations and SS-2 issued by e ICSI, details of Director (s) seeking re-appointment at e ensuing Annual General Meeting are as under: Name of e Director DIN Date of Bir (Age) Nationality Date of Appointment as Director Designation Qualification Mr. Markand Adhikari Augu, 1957 (60 years) Indian 30 July, 2007 Managing Director Intermediate in Arts from University of Mumbai Mr. Gautam Adhikari rd 23 September, 1950 (67 years) Indian 30 July, 2007 Chairman & Whole Time Director Diploma in Commercial Art from Govt. of Maharashtra Higher Art Examinations. Experience/ Expertise He is having an experience of more an 30 years in e Media & Entertainment Indury He is having an experience of more an ree decades in e Media & Entertainment Indury Terms and Conditions of Appointment or Re-appointment Remuneration sought to be paid Remuneration la drawn Number of Meetings of e Board attended during e year Juification for choosing e appointees for appointment as Independent Directors Shareholding in e Company (Equity Shares of ` 10/- each) There is no change in terms of appointment ` 3,00,000/- per mon ` 3,00,000/- per mon 11 (Eleven) Not Applicable 54,96,630 Equity Shares nd 5 (Five) years w.e.f 22 Augu, 2017 to 21 Augu, 2022 ` 3,00,000/- per mon Nil 11 (Eleven) Not Applicable 41,93,129 Equity Shares Li of Directorship held in oer Companies Li of Chairmanship(s) and membership(s) in oer Companies Relationship wi oer Directors of e Company 1. Sri Adhikari Broers Television Network Limited 2. SAB Events & Governance Now Media Limited 3. Krishna Showbiz Services Private Limited 4. HHP Broadcaing Services Private Limited 5. UBJ Broadcaing Private Limited 6. Titanium Merchant Private Limited 7. Global Showbiz Private Limited 8. SAB Global Entertainment Media Private Limited 9. Prime Global Media Private Limited 10. SABGroup Content Network Private Limited (Formerly known as Magnificent Media Vision Private Limited ) 11. Marvel Media Private Limited 12. SAB Media Networks Private Limited 13. SAB Entertainment Network Private Limited 14. Dream Merchant Content Private Limited 15. Sri Lotus Value Realty Private Limited 16. MPCR Broadcaing Service Private Limited Nil Broer of Mr. Gautam Adhikari, Chairman & Whole Time Director 1. Sri Adhikari Broers Television Network Limited 2. Krishna Showbiz Services Private Limited 3. HHP Broadcaing Services Private Limited 4. UBJ Broadcaing Private Limited 5. Titanium Merchant Private Limited 6. Global Showbiz Private Limited 7. SAB Global Entertainment Media Private Limited 8. Prime Global Media Private Limited 9. SABGroup Content Network Private Limited (Formerly known as Magnificent Media Vision Private Limited ) 10. Marvel Media Private Limited 11. SAB Media Networks Private Limited 12. SAB Entertainment Network Private Limited 13. Dream Merchant Content Private Limited 14. Sri Lotus Value Realty Private Limited 15. MPCR Broadcaing Service Private Limited Chairmanship: Nil Membership: 1. Audit Committee - Sri Adhikari Broers Television Network Limited Broer of Mr. Markand Adhikari, Managing Director 16

19 TH 10 ANNUAL REPORT STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013: Item No. 4: Mr. Gautam Adhikari aged 67 years has rich experience of more an ree decades in e field of Media & Entertainment Indury. Mr. Gautam Adhikari is a diploma holder in Commercial Art from Government of Maharashtra, Higher Art Examinations. He is associated wi e Company since its inception and his creative vision continues to guide e Company to set newer mileones. Upon receipt of recommendation from e Nomination and Remuneration Committee, e Board of Directors of e Company nd at eir meeting held on 22 Augu, 2017, re-designated Mr. Gautam Adhikari from Chairman and Non-Executive Director to nd Chairman and Whole Time Director of e Company for a period of 5 (Five) years w.e.f 22 Augu, 2017 to 21 Augu, 2022 at a remuneration of ` 3,00,000/- (Rupees Three Lakh Only) per mon (inclusive of all perquisites and allowances) subject to e approval of e members of e Company. The Board Recommends e Ordinary Resolution as set out at Item no. 4 of e Notice for approval of e shareholders. Except Mr. Gautam Adhikari, being an appointee and Mr. Markand Adhikari, relative of e appointee, none of e oer Directors, Key Managerial Personnel of e Company or eir relatives is concerned or intereed in e said resolution. Item No. 5 & 6: Mr. Ravi Adhikari is a media professional and has worked and is being trained under e umbrella of his illurious faer Mr. Gautam Adhikari in many of his projects. He represents e young dynamic and changing face of e Company. He is e interface between e Company and e Directors, actors and technical teams. He is an integral part of e core team in taking a project from e concept to creation. Mr. Kailasna Adhikari is a Maer of Commerce from Mumbai University and MSC in Accounting Organization and Initution from London School of Economics and Political Science. He has worked wi e erwhile Planning Commission of India. The Company proposed him to be appointed as a Corporate Communication Head - Personal Relations Officer of e Company subject to approval of e members of e Company. nd The Board of Directors at eir meeting held on 22 Augu, 2017, and on recommendation of Nomination and Remuneration Committee and on approval of Audit Committee of e Company, approved e payment of remuneration to:- Mr. Ravi Adhikari, (Relative of Mr. Gautam Adhikari, Chairman & Whole Time Director of e Company) as Creative Director of e Company, for holding office or place of profit/employment, wi effect from 1 October, 2017, not exceeding ` 4,00,000/- (Rupees Four Lakh Only) per mon (inclusive of all perquisites are allowances ). Mr. Kailasna Adhikari, (Relative of Mr. Markand Adhikari, Managing Director of e Company) as Corporate Communications Head Personal Relations Officer of e Company for holding office or place of profit/employment, wi effect from 1 October, 2017, not exceeding ` 4,00,000/- (Rupees Four Lakh Only) per mon (inclusive of all perquisites are allowances ). Mr. Ravi Adhikari and Mr. Kailasna Adhikari are related parties wiin e definition of Section 2(76) of e Companies Act, 2013 ( e Act ). Pursuant to e provisions of Section 188(1)(f) of e Act, read wi Rule 15(3) of e Companies (Meetings of Board and its Powers) Rules, 2014, payment of remuneration to any office or place of profit of e Company at a monly remuneration exceeding ` 2,50,000/- (Rupees Two Lakh Fifty Thousand Only) requires prior approval of e members of e Company. The Board recommends e Ordinary Resolution as set out at Item no. 5 and 6 of e Notice for approval of e shareholders. Except Mr. Gautam Adhikari and Mr. Markand Adhikari, none of e oer Directors, Key Managerial Personnel of e Company or eir relatives is concerned or intereed in e said resolution. 17

20 Item No.: 7 The Company's Broadcaing Business is growing at a rapid pace. The Company currently operates 5 (Five) TV channels and wi e success of e launched channels, e Company intends to expand furer in e Broadcaing Space and new age media. The requirement of funds is proposed to be met from bo equity and debt from issuance of appropriate securities as defined in e resolutions and from bo domeic and international markets. Prudence would require e funding to be ructured wi an appropriate mix of equity and debt to meet wi e objective of optimization of e co as well as conservative financial management. To meet e capital expenditure, long term working capital requirements, oer requirements arising out of expansion of business activities, and for general corporate purposes including but not limited to repayment or prepayment of loans taken, e Company proposes to mobilize e funds by way of offer / issue and allot in e course of international/ domeic offering(s) in one or more tranches to foreign inveors/ domeic financial initution/ mutual funds/ oer eligible entities, equity shares of nominal value of ` 10/- each or equity shares underlying securities in e form of QIP(s) / GDR(s) / ADR(s) / FCCB(s) and/ or any oer permitted inruments/ securities convertible into equity shares (at a later date as may be determined by e Board of Directors) for an aggregate value not exceeding ` 500 /- Crore (Rupees Five Hundred Crore Only). The detailed terms and conditions of e offer will be determined in consultation wi Advisors, Lead Managers and Underwriters and such oer auority or auorities as may be required to be consulted by e company considering e prevailing market conditions and oer relevant factors. Pursuant to provisions of Sections 41, 42, 62 and 71 of e Companies Act, 2013, read wi e Rule 14 of e Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time, Company offering or making an invitation to subscribe aforesaid Securities is required to obtain prior approval of e shareholders by way of e Special Resolution. If approved by shareholders, QIP issue shall be completed wiin one year from e date of passing of Special Resolution and in case of issue by way oer an QIP, provisions as applicable to e proposed issue shall be applicable. Equity Shares, proposed to be issued, shall in all respects rank pari passu wi e exiing equity shares of e Company. In view of e above, it is proposed to seek approval from e shareholders of e Company to offer, create, issue and allot e above Securities, in one or more tranches, to Inveors inter alia rough QIP by way of private placement or oerwise and to auorize e Board of Directors (including any Committee(s) ereof auorized for e purpose) to do all such acts, deeds and ings on e matter. The Board may offer a discount of not more an 5% on e price calculated for e QIP or such oer discounts as may be permitted under said SEBI Regulations. The proposed resolution is an enabling resolution conferring auority on e Board of Directors to cover all e present and future contingencies and corporate requirements in terms of Section 41, 42, 62 and 71 of e Companies Act, 2013, read wi Rule 14 of e Companies (Prospectus and Allotment of Securities) Rules, 2014 as amended from time to time and e Liing Regulations, which requires at new shares are fir to be offered on pro-rata basis to e exiing shareholders of e Company, unless e shareholders at a general meeting decides oerwise by passing a special resolution. The Board recommends e Special Resolution as set out at Item no. 7 of e Notice for approval of e shareholders. None of e Directors, Key Managerial Personnel of e Company or eir relatives is concerned or intereed in e said resolution. Item No 8: Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of e employees wi organizational objectives. Your Company believes at equity based Compensation Schemes are an effective tool to reward e employees (including Directors) of e Company in e grow of e Company, to create an employee ownership in e Company, to attract new talents, to retain e key resources in e organisation and for e benefit of e present and future employees of e Company. Wi is objective in mind, your Company intends to implement TVL Employees Stock Option Scheme 2017 (TVL ESOP 2017) for e aforesaid employees. The Company seeks members approval in respect of TVL ESOP 2017 and grant of Stock Options to e eligible employees of e Company as decided in is behalf from time to time in due compliance of e Regulation 6 of e Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ( SEBI SBEB Regulations ). The main features of e TVL ESOP 2017 are as under: 18

21 TH 10 ANNUAL REPORT a. Brief description of e Scheme(s) The TVL ESOP 2017 encourages a long term and committed involvement of e Employees in e management and future of e Company. The objective of e Scheme is to encourage ownership of e Company s equity by its Employees on an ongoing basis. The Scheme is intended to reward e employees for eir contribution to e successful operation of e Company and to provide an incentive to continue contributing to e success of e Company. It is envisaged at e Scheme will enable e Company to attract and retain e be available talent by making em partners in business and its grow. The Scheme seeks to grant to e Employees, options convertible in to equal number of Equity Shares of ` 10/- (Rupees Ten Only) each of e Company. It furer empowers e Board of Directors or such Committee including e Nomination and Remuneration Committee or such officers of e Company to whom e Board may delegate ese powers) to amend, vary or modify e terms and conditions pertaining to e grant of options, pricing of options, issue or allotment of equity shares or warrants pursuant to e options, to make adjuments as may be required and to e extent permissible in law for dividends, bonus and oer rights at may accrue in respect of e options granted. b. Total number of options, shares or benefits to be granted The total number of options granted under TVL ESOP 2017 shall not exceed 2,00,000 (Two Lakh) number of options convertible in to equivalent number of Equity shares of ` 10/- (Rupees Ten Only) each approximately equivalent to 0.6% of e present issued equity share Capital of e Company. In e event e Options are not Exercised wiin e Exercise Period, ey shall automatically and Lapsed and shall cease to be valid and treated as forfeited. In case of any corporate action (s) such as rights issues, bonus issues, merger, demerger and sale of division and oer activities as defined in e TVL ESOP 2017, a fair and reasonable adjument will be made to e options granted. Accordingly, if any additional equity shares are issued by e Company to e Option Grantees for making such fair and reasonable adjument, e ceiling of 2,00,000 (Two Lakh) equity shares shall be deemed to be increased to e extent of such additional Equity Shares issued. c. Classes of Employees entitled to participate in e scheme(s) Following classes of employees are entitled to participate in TVL ESOP 2017: a. Permanent employees of e Company working in India or out of India; b. Directors and Key Managerial Personnel of e Company; and c. Permanent employees and Directors of e Subsidiary Company(ies). Following persons are not eligible: a. an employee who is a Promoter or belongs to e Promoter Group; b. a Director who eier by himself or rough his relatives or rough any Body corporate, directly or indirectly holds more an 10% of e outanding Equity Shares of e Company; and c. an Independent Director wiin e meaning of e Companies Act, Options may be granted to such employees as decided by e Board in compliance wi e applicable laws from time to time. d. Requirements of veing and period of veing Options granted under is Scheme would ve based upon e performance criteria or any oer criteria as may be decided by e Nomination and Remuneration Committee and specified in e grant letter. The veing period shall commence any time after e expiry of one year from e date of Grant of such options and shall end over a maximum period of Five years from e Grant date. e. Maximum period (subject to Regulation18(1) or 24(1) of e Regulations, as e case may be) wiin which e options shall be veed The maximum period wiin which options granted under TVL ESOP 2017 shall ve would not be more an five years from e date of grant of such options. 19

22 f. Exercise price The price payable by e Eligible Employee(s) for Exercising e Options Granted in pursuance of is Scheme shall be ` 10/- (Rupees Ten Only) per equity share. g. Exercise period and process of exercise The options granted may be exercised by e Grantee at any time wiin e period determined by e Nomination and Remuneration Committee from time to time in accordance wi e TVL ESOP The Options will be exercisable by e Options Grantees by a written application to e Company to exercise e same in such manner, and on execution of such documents, as prescribed in e TVL ESOP 2017 or as may be additionally prescribed by e Nomination and Remuneration Committee and from time to time. The Options will lapse if not exercised wiin e specified exercise period. h. Appraisal process for determining e eligibility of Employees for e scheme(s) The appraisal process for determining eligibility of e employees shall be decided by e Nomination and Remuneration Committee under TVL ESOP 2017 and will be based on criteria such as grade of e employee, pa performance, future potential and such oer criteria determined by e Nomination and Remuneration Committee ( e Committee ) is entitled to review e criteria and eligibility of e Employees for grant of options. i. Maximum number of options to be issued per Employee and in aggregate The number of options at may be granted to any specific employee under e TVL ESOP 2017, during any one year, shall be not more an 1% of e outanding issued share capital (excluding outanding warrants and conversions) of e Company at e time of grant of options unless approval of e shareholders by way of a separate resolution has been taken. j. Maximum quantum of benefits to be provided per Employee under e Scheme The Maximum quantum of benefits underlying e Options issued to an eligible employee shall be equal to e difference between e option exercise price and e market price of e Shares as on e date of exercise. k. Wheer e Scheme is to be implemented and adminiered directly by e Company or rough a tru The Scheme is to be implemented and adminiered directly by e Company wiout forming or involving any tru. l. Wheer e Scheme involves new issue of shares by e Company or secondary acquisition by e tru or bo The Scheme involves issue of new shares again exercise of options by e Company. Hence, ere will not be any secondary acquisition. m. The amount of loan to be provided for implementation of e Scheme by e Company to e tru, its tenure, utilization, repayment terms, etc Since scheme is not adminiered rough tru, hence not applicable. n. Maximum percentage of secondary acquisition (subject to limits specified under e regulations) at can be made by e tru for e purposes of e Scheme(s) Not Applicable o. Statement for confirmation to e accounting policies specified in Regulation 15 of SEBI (Share Based Employee Benefits) Regulation, The Company shall comply wi e accounting policies specified in e requirements of e Guidance Note on Accounting for Employee share-based Payments (Guidance Note) or Accounting Standards as may be prescribed by

23 TH 10 ANNUAL REPORT e Initute of Chartered Accountants of India (ICAI) from time to time, including e disclosure requirements prescribed erein. Where e exiing Guidance Note or Accounting Standard do not prescribe accounting treatment or disclosure requirements for any of e schemes covered under e SEBI SBEB Regulations en e Company shall comply wi e relevant Accounting Standard as may be prescribed by e ICAI from time to time. p. Lock in period for options: The shares issued under is Scheme may be subject to such lock-in rerictions, if required under applicable laws and/or if determined by e Nomination and Remuneration Committee from e date of e allotment of Shares under is Scheme. q. Meod which e Company shall use to value its options Intrinsic Value meod or any oer meod as may be prescribed by e applicable accounting andards or oer atutory provisions from time to time. The compensation co for e Options Granted shall be computed in accordance wi Applicable Law. r. Oer Terms TVL ESOP 2017 does not envisage secondary acquisition of equity shares of e Company. The Company may vary, modify or alter e terms of TVL ESOP 2017 in compliance wi e SEBI SBEB Regulations and Accounting andards TVL ESOP 2017 shall continue to be in force until e earlier of e two events: (i) (ii) its termination by e Board or e date on which all of e Options available for Grant under e Scheme have been Granted and Exercised, in accordance wi e Scheme. A draft copy of e TVL ESOP 2017 is available for inspection at e Company s Corporate Office on all working days till e date of e Annual General Meeting. As per e provisions of Section 62(1)(b) of e Companies Act, 2013 read wi e SEBI SBEB Regulations any proposal involving issue of options or any oer inruments, resulting in issue of shares, needs to be approved by e members by passing a Special Resolution. The Board of Directors recommends e Special Resolution as set out at Item No. 8 of e Notice for approval of e shareholders. None of e Directors, Key Managerial Personnel of e Company or eir relatives is concerned or intereed in e said resolution except to e extent of eir entitlements, if any, under e TVL ESOP By Order of e Board of Directors Place: Mumbai nd Date: 22 Augu, 2017 Nirali Shah Company Secretary & Compliance Officer ACS No

24 B O A R D S R E P O R T To The Members, TV Vision Limited Your Directors present e 10 Annual Report togeer wi e Audited Financial Statements of e Company for e Financial Year ended on 31 March, FINANCIAL HIGHLIGHTS: Total Revenue 17, , Earnings before Finance charges, Depreciation and Tax 5, , Less: Finance charge 1, Earnings before Depreciation and Tax (EBDTA) 3, , Less: Depreciation 2, , Earnings / (Loss) before Tax Adjuments (EBTA) 1, Tax Expenses Profit / (Loss) After Tax (PAT) Amount carried to Balance Sheet The comments of e Board of Directors ( e Board ) on e financial performance have been provided under e Management Discussion and Analysis which forms part of e 10 Annual Report. REVIEW OF OPERATIONS: During e year under review, e Company earned total revenue of ` 17, Lakhs as again ` 8, Lakhs in e previous year. The Profit before tax is `1, Lakhs as again Profit before tax ` Lakhs in e previous year. The Profit after tax is ` Lakhs as again Profit after tax ` Lakhs in e previous year. Your Directors expect to continue such better performance in e coming years. SHARE CAPITAL: There was no change in Share Capital of e Company during e Financial Year TELEVISION CHANNELS: a) MASTIII Maiii - India s No.1 Music & You Channel from e network bouquet of SABGROUP, has created a mark for itself and emerged as an un-paralleled and unchallenged #1 channel of e genre. The channel having a universal appeal caters to a variety of music lovers of various age groups becoming e mo loved Music channel in India. Being e market leader, Maiii has introduced and successfully implemented many fir of its kind innovative properties, such as Maiii Doubles which has gone to become e number 1 music show in its respective time band, Maiii Star wars, a one of its kind battle in which Bollywood superars fight it out wi eir hit songs hereby engaging e viewers not only rough broadca but also rough social media. Everyday part of e channel has been very syematically planned to cater to every mood of e viewer during e day giving e audience a mix of peppy, romantic, retro and Bollywood blockbuer old and new Hindi songs. b) DABANGG 22 (` in Lakhs) Particulars Year ended Year ended 31 March, March, 2016 Dabangg one of SABGROUP s premier regional entertainment channels was launched to cater to e audience of U.P., Bihar & Jharkhand. The Channel is widely diributed in e targeted territory. Bhakti Sagar a devotional show which has become e favorite among e viewers followed by back to back Bhojpuri movies & Hindi movies. Wi e va movies library and exclusive World Television Premiers e channel is set to take e audiences entertainment quotient several notches higher. But e entertainment does not ju op ere, having a change in programming during e feive periods e channel tries to give its audience a feel of e feivities right on eir television screens.

25 TH 10 ANNUAL REPORT c) MAIBOLI Having spread its wings in e Nor SABGROUP ventured out to capture Maharashtra wi its regional Marai channel Maiboli, launched to cater and entertain e Maharashtrian audience. In e recent pa e channel has gone ahead and given eablished market players a iff competition. Wi shows such as Filmy Gappa which gives late updates on what s happening in e Marai movie indury, Bolte Tare where we interact wi various Marai celebs & one devotional programme named Amrut Manan in e morning time band and multiple Marai movies & Songs e channel has become a complete family entertainer for e region. d) DHAMAAL Dhamaal is e you focused regional channel for e territory of Gujarat. The programming of e channel includes music and gujjubhai gags along wi shows such as Dhamaal Ek Minut Ni and Dhamaal Youngerni. The channel is very well diributed in e targeted territory. e) DILLAGIII Dillagiii a dedicated TV channel for small towns & villages of India including towns wi a population of less an one lakh (known as LC1 markets) across regions. Dillagiii is a family entertainment channel, believes in touching people's hearts rough movies & gags by Raju. DIVIDEND: The Channel ands for e mo invaluable ings in life love, family, fun & memories. To conserve e resources for future business requirements of e Company, your Directors do not recommend any payment of dividend for e year under review. CHANGE IN THE NATURE OF BUSINESS: There was no change in e nature of business during e year under review. PUBLIC DEPOSITS: During e year under review, e Company has not accepted any deposits wiin e meaning of Section 73 and 76 of e Companies Act, 2013 ( e Act ) read wi e Companies (Acceptance of Deposits) Rules, DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): In accordance wi e provisions of Section 152 of e Act, read wi e Rules made ereunder and e Articles of Association of e Company, Mr. Markand Adhikari (DIN: ), Managing Director of e Company, retires by rotation at e ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends e re-appointment of Mr. Markand Adhikari. Upon recommendation of Nomination and Remuneration Committee, e Board of Directors re-designated Mr. Gautam Adhikari (DIN: ) from Chariman & Non-Executive Director to Chairman & Whole-Time Director of e Company for e nd period of 5 (Five) years w.e.f. 22 Augu, 2017, subject to e approval of members of e Company. As ipulated under e Regulation 36(3) of SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 (Liing Regulations) and Secretarial Standards on General Meetings (SS-2) issued by e Initute of Company Secretaries of India (ICSI), brief resume of e Director(s) proposed to be appointed / re-appointed is given in e Notice convening e ensuing AGM. The Company has received declaration from all Independent Directors of e Company confirming at ey meet e criteria of independence as prescribed under Section 149(6) of e Act and under Regulation 16(1)(b) of Liing Regulations. Mrs. Jyotsna Kashid, Company Secretary & Compliance Officer of e Company resigned w.e.f. closing hours of 18 October, On recommendation of Nomination and Remuneration Committee, e Board of Directors of e Company appointed Ms. Nirali Shah as Company Secretary & Compliance Officer of e Company w.e.f. 19 October, Mr. Manav Dhanda was appointed as a Chief Executive Officer of e Company w.e.f. 1 September,

26 ANNUAL PERFORMANCE EVALUATION: Pursuant to e applicable provisions of e Act read wi Schedule IV to e Act and Regulation 17 of e Liing Regulations, e Board of Directors has put in place a process to formally evaluate e effectiveness of e Board along wi performance evaluation of each Director to be carried out on an annual basis. Accordingly, e Performance Evaluation of Independent Directors was done by e entire Board excluding e Director being evaluated and evaluation of e Board as a whole was done by Independent Directors for e financial year The Board has also carried out evaluation of e working of its Audit, Stakeholders Relationship and Nomination and Remuneration Committee. The criteria devised for performance evaluation consis of maintaining confidentiality, maintaining transparency, participation in company meetings, monitoring compliances, sharing e knowledge and experience for e benefit of e Company. MEETINGS OF THE BOARD: The Board met on various occasions to discuss and decide various affairs, operations of e Company and to supervise and control e activities of e Company. During e year under review, e Board met 11 (Eleven) times. The details of e Board Meetings and e attendance of e Directors at e meetings are provided in e Report on Corporate Governance. The intervening gap between e two consecutive meetings did not exceed one hundred and twenty days. COMMITTEES OF THE BOARD: In compliance wi e requirements of e relevant provisions of applicable laws and atutes, e Company has 4 (Four) committees of e Board viz.: Audit Committee; Nomination and Remuneration Committee; Stakeholders Relationship Committee; nd Corporate Social Responsibility Committee (conituted on 22 Augu, 2017). Sr. No. Name of Director Audit Committee Stakeholders Nomination and Corporate Social Relationship Remuneration Responsibility Committee Committee Committee 1. Mr. Prasannakumar Gawde Member Member Member Member 2. Mr. Gautam Adhikari Member Member Member Member 3. Mr. Pritesh Rajgor Member Chairman Chairman - 4. Mrs. Sandhya Malhotra Chairperson - Member Chairperson Details of e Committees wi respect to eir terms of reference, meetings and attendance at e meetings held during e year, are provided in e Report on Corporate Governance, forming part of is Annual Report. AUDIT COMMITTEE AND ITS COMPOSITION: The Audit Committee is duly conituted as per e provisions of Section 177 of e Act and Regulation 18 of e Liing Regulations. The Composition of e Audit Committee is given in e Report on Corporate Governance which is annexed to is report. The Audit Committee of e Company reviews e reports to be submitted to e Board of Directors wi respect to auditing and accounting matters. It also supervises e Company s internal control and financial reporting process. REMUNERATION POLICY: Pursuant to provisions of Section 178 of e Act read wi e Rules made ereunder, Regulation 19 of e Liing Regulations and on e recommendation of e Nomination and Remuneration Committee, e Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and eir remuneration. The salient features of e Remuneration Policy are ated in e Report on Corporate Governance which forms part of is Annual Report. RISK AND AREAS OF CONCERN: Pursuant to e provisions of Regulation 21 of Liing Regulations, e Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated wi e business of e Company, assessment of e same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle em. The key categories of risk covered in e policy are Strategic 24

27 TH 10 ANNUAL REPORT Risks, Financial Risks, Operational Risks and such oer risk at may potentially affect e working of e Company. The Board and e Audit Committee periodically review e risks and sugge eps to be taken to control and mitigate e same rough a properly defined framework. WHISTLE BLOWER POLICY / VIGIL MECHANISM: The Company has adopted a While Blower Policy / Vigil Mechanism as per e provisions of Section 177 of e Act and Regulation 22 of e Liing Regulations. The Policy provides a mechanism for reporting of uneical behavior and frauds made to e management. The mechanism provides for adequate safeguards again victimization of employees who avail of e mechanism and also provides for direct access to e Chairman of e Audit Committee, in e exceptional cases. The details of e Vigil Mechanism Policy are explained in e Report on Corporate Governance and are also available on e website of e Company at We affirm at during e financial year , no employee or director was denied access to e Audit Committee. EXTRACT OF ANNUAL RETURN: In accordance wi e provisions of Section 92(3) of e Act and e Rules framed ereunder, an Extract of Annual Return in e prescribed Form MGT 9 is appended to is Report as Annexure I. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The particulars of Loans, Guarantees and Invements made by e Company under e provisions of Section 186 of e Act are provided in e notes to Financial Statements. PARTICULARS OF THE EMPLOYEES AND REMUNERATION: Pursuant to Section 197 of e Act read wi e Rule 5(1) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of e ratio of remuneration of each Director to e median employee s remuneration are appended to is report as Annexure II Part A. During e year under review, no employee was in receipt of remuneration exceeding e limits as prescribed under provisions of Section 197 of e Act and e Rule 5(2) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, Oer information under e said provisions is appended to e report as Annexure II Part B. PARTICULARS OF CONTRACTS OR ARRANGEMENTS: All e transactions wi related parties were in e ordinary course of e business on arm s leng basis and are reported in e Notes to e Financial Statements. Accordingly, e disclosure of Related Party Transactions as required under Section 134(3) of e Act in Form AOC 2 is not applicable. In accordance wi e provisions of Regulation 23 of e Liing Regulations, e Company has formulated e Related Party Transactions Policy and e same is uploaded on e Company s website at SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS: As on 31 March, 2017, e Company has 3 (Three) Subsidiary Companies and 1 (One) Associate Company. The details of e above mentioned companies are mentioned in Report on Corporate Governance forming part to is Annual Report. During e year under review, e Board of Directors reviewed e affairs of e subsidiaries and associates. In accordance wi Section 129(3) of e Act, we have prepared Consolidated Financial Statements of e Company, its subsidiaries and associate which form part of is Annual Report. Furer, a atement containing e salient features of e Financial Statements of e subsidiary and associate companies in e prescribed format Form AOC-1 is forming part of Financial Statements. The atement also provides e details of performance, financial positions of each of e subsidiaries and associate companies. In accordance wi Section 136 of e Act, e Audited Financial Statements, including e Audited Consolidated Financial Statements and related information of e Company are available on our website i.e. These documents will also be made available for inspection at e Regiered Office of e Company during business hours on all working days and upto e date of AGM. 25

28 STATUTORY AUDITORS: M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai (FRN: W) were appointed as Statutory Auditors of e Company at e 8 Annual General Meeting held on 26 September, 2015 for a term of four consecutive years. The Company has received a letter from em to e effect at ey are willing to continue as Statutory Auditors of e Company and eir appointment is wiin limits prescribed under Section 139 of e Act and ey satisfy e criteria as provided under Section 141 of e Act. On recommendation of e Audit Committee, e Board recommends e ratification of appointment of M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, as Statutory Auditors of e Company to audit e Financial Statements of e Company for e financial year and to fix eir remuneration. There are no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors in eir Report dated 29 May, 2017, for financial year ended on 31 March, During e year under review, e Auditor had not reported any fraud under Section 143(12) of e Act, erefore no detail is required to be disclosed under Section 134(3)(ca) of e Act. SECRETARIAL AUDIT: Pursuant to e provisions of Section 204 of e Act read wi e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, e Board had appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai, as e Secretarial Auditors to conduct Secretarial Audit of e Company for e Financial Year The Secretarial Audit Report for e Financial Year is appended to is report as Annexure III. There are no qualifications, reservations, adverse remarks or disclaimers made by Secretarial Auditors in eir Report dated 29 May 2017, for financial year ended as on 31 March, INTERNAL AUDIT: Pursuant to e provisions of Section 138 of e Act read wi e Companies (Accounts) Rules, 2014 and on e recommendation of e Audit Committee, e Board of Directors appointed Mr. Hari Narayanan as e Internal Auditor of e Company. The Internal Auditor shall submit his report to e Audit Committee annually. Based on e report of internal audit, management undertakes corrective actions in e respective areas and rengens e levels of Internal Financial and oer operational controls. INTERNAL FINANCIAL CONTROL: The Board has adopted e policies and procedures for ensuring e orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, e accuracy and completeness of e accounting records and timely preparation of reliable financial disclosures. The Audit Committee in coordination wi e Board evaluates e Internal Financial Control Syems and rives to maintain e appropriate Standards of Internal Financial Control. The details in respect of internal financial control and eir adequacy are included in e Management Discussion & Analysis, which forms part of is Annual Report. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: Pursuant to provisions of Section 135 of e Act and e Rules made ereunder, e Company conituted e Corporate Social nd Responsibility Committee (CSR Committee) and adopted a Policy on Corporate Social Responsibility on 22 Augu, As part of its initiatives under CSR, e Company is in e process of identification of various projects in accordance wi Schedule VII to e Act and shall incur e required expenditure in accordance wi e Act and e Rules made ereunder. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There was no order passed by any regulator or court or tribunal, which impacts e going concern atus of e Company or will have any bearing on Company's operations in future. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT: No material changes and commitments affecting e financial position of e Company occurred between e end of e Financial Year to which is financial atements relate and e date of is Annual Report. 26

29 TH 10 ANNUAL REPORT REPORT ON CORPORATE GOVERNANCE: Pursuant to Regulation 34 read wi Schedule V of e Liing Regulations, e following is made a part of is Annual Report and are appended to is report: Management Discussion and Analysis Report on Corporate Governance Declaration on Compliance wi Code of Conduct Auditors Certificate regarding compliance of conditions of Corporate Governance INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line wi e provisions of e Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and e Rules made ereunder. There was no complaint on sexual harassment during e year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Pursuant to Section 134(3)(m) of e Act read wi e Rule 8 of e Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for e year under review are as follows: A. Conservation of Energy a. Steps taken or impact on conservation of energy The Operations of e Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and oer energy resources in day-to-day activities. b. Steps taken by e Company for utilizing alternate sources of energy Though e activities undertaken by e Company are not energy intensive, e Company shall explore alternative sources of energy, as and when e necessity arises. c. The capital invement on energy conservation equipment Nil. B. Technology Absorption a. The efforts made towards technology absorption e minimum technology required for e business has been absorbed. b. The benefits derived like product improvement, co reduction, product development or import subitution Not Applicable. c. In case of imported technology (imported during e la ree years reckoned from e beginning of e financial year) Not Applicable. d. The expenditure incurred on Research and Development - Not Applicable. C. Foreign Exchange earnings and Outgo Particulars Year ended 31 March, 2017 Foreign Exchange earned Foreign Exchange used 3.57 ( ` in Lakhs) Year ended 31 March, DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to e provisions of Section 134(3) (c) of e Act, e Board of Directors ate and confirm at: a. in e preparation of e annual accounts, e applicable accounting andards have been followed along wi proper explanation relating to material departures, if any; b. ey have selected such accounting policies and applied em consiently and made judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company as at 31 March, 2017 and of e profit of e Company for at period; 27

30 c. ey have taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of is Act for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities; d. ey have prepared e annual accounts on a going concern basis; e. ey have laid down internal financial controls to be followed by e Company and at such internal financial controls are adequate and were operating effectively; and f. ey have devised proper syems to ensure compliance wi e provisions of all applicable laws and at such syems were adequate and operating effectively. ACKNOWLEDGEMENT: The Board of Directors express eir gratitude for e valuable support and co-operation extended by various Government auorities and akeholders including shareholders, banks, financial initutions, viewers, vendors and service providers. The Board also place on record eir deep appreciation towards e dedication and commitment of your Company's employees at all levels and look forward to eir continued support in e future as well. For and on behalf of e Board of Directors Place: Mumbai nd Date: 22 Augu, 2017 Gautam Adhikari Chairman DIN:

31 I. REGISTRATION AND OTHER DETAILS: EXTRACT OF ANNUAL RETURN Form No. MGT-9 (As on e Financial Year ended on 31 March, 2017) [Pursuant to Section 92(3) of e Companies Act, 2013 and Rule 12(1) of e Companies (Management and Adminiration) Rules, 2014] i. CIN L64200MH2007PLC TH 10 ANNUAL REPORT ANNEXURE I ii. Regiration Date 30 July, 2007 iii. Name of e Company TV Vision Limited iv. Category/Sub-Category of e Company Non - Government Company Limited by shares v. Address of e Regiered Office and contact details vi. Wheer lied company 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Tel.: / FAX: cs@tvvision.in Website: Yes BSE Limited National Stock Exchange of India Limited vii. Name, Address and Contact details of Sharex Dynamic (India) Private Limited Regirar and Transfer Agent, if any Unit No.1, Lura Indurial Eate, Safed Pool, Andheri Kurla Road, Andheri (Ea), Mumbai Tel No.: / Fax: ID: sharexindia@vsnl.com Website: II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All e business activities contributing10% or more of e total turnover of e Company shall be ated:- Sr. No. Name and Description of NIC Code of e % to total turnover of main products/ services Product/service e Company 1. Television Programming and Broadcaing Activities 29

32 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Sr. No. Name and Address of e Company CIN / GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section 1. HHP Broadcaing Services Private Limited Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai U22130MH2009PTC Subsidiary (87) (ii) 2. MPCR Broadcaing Service Private Limited U22130MH2009PTC Subsidiary (87) (ii) Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai UBJ Broadcaing Private Limited U22130MH2009PTC Subsidiary (87) (ii) Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Krishna Showbiz Services Private Limited U22110MH2013PTC Associate (6) 3-4, Sukh Shanti, JVPD Scheme, Vile Parle (We), Mumbai

33 TH 10 ANNUAL REPORT IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY): i. Category-wise ShareHolding Category of shareholders No. of shares held at e beginning of e year No. of shares held at e end of e year % change during e Demat Physical Total % of total Demat Physical Total % of total shares shares year A. Promoter (1) Indian (a) Individual /HUF 1,09,91, ,09,91, ,09,91, ,09,91, (b) Central Govt (c) State Govts (d) Bodies Corp. 50,01, ,01, ,01, ,01, (e) Banks / FI (f) Oers Sub-total (A)(1) 1,59,93, ,59,93, ,59,93, ,59,93, (2) Foreign (a) NRIs Individuals (b) Oer Individuals (c) Bodies Corp (d) Banks / FI (e) Oers Sub-total (A)(2) Total shareholding of promoters (A) 1,59,93, ,59,93, ,59,93, ,59,93, B. Public (1) Initutions (a) Mutual Funds (b) Banks / FI (c) Central Govt (d) State Govts (e) Venture Capital Funds (f) Insurance Companies 2,02, ,02, ,02, ,02, (g) FIIs 0 1,100 1, ,100 1, (h) Foreign Venture Capital Funds (i) Foreign Portfolio Inveors , , (j) Oers Sub-total (B)(1) 2,03,548 1,100 2,04, ,06,331 1,100 2,07, (2) Non Initutions (a) Bodies Corp. (i) Indian 1,45,31,549 1,700 1,45,33, ,44,11,614 2,100 1,44,13, (0.34) (ii) Overseas (b) Individuals (I) Individual shareholders holding nominal share capital upto ` 1 Lakh 11,58,699 39,518 11,98, ,35,598 46,889 11,82, (0.05) (ii) Individual shareholders holding nominal share capital in excess of `1 Lakh 29,74, ,74, ,08, ,08, (c) Oers Trus Clearing Member 29, , ,28, ,28, NRI 11, , , , Sub-total (B)(2) 1,87,05,589 41,218 1,87,46, ,86,95,035 48,989 1,87,44, (0.01) Total Public Shareholding(B) 1,89,09,137 42,318 1,89,51, ,89,01,366 50,089 1,89,51, C. Shares held by cuodian for GDRs & ADRs Grand Total (A+B+C) 3,49,02,182 42,318 3,49,44, ,48,94,411 50,089 3,49,44,

34 ii. Shareholding of Promoters and Promoters Group: Shareholder's Name Shareholding at e beginning of e year No. of shares % of total shares of e Company % of shares Pledged/ encumbered to total shares Shareholding at e end of e year No. of shares % of total shares of e Company % of shares Pledged/ encumbered to total shares % change in shareholding during e year Mr. Kailasna Adhikari 15,00, (4.29) Mr. Ravi Adhikari 13,00, ,00, Mr. Markand Adhikari 39,96, ,96, Mr. Gautam Adhikari 41,93, ,93, Mr. Heeren Adhikari Ms. Swati Heerenkumar Adhikari Ms. Bindu Raman Prime Global Media Private Limited 25,01, ,01, Global Showbiz Private Limited 25,00, ,00, Total 1,59,93, ,59,93, iii. Sr. No. Change in Promoters' Shareholding: Promoters Name 1 Mr. Ravi Adhikari At e beginning of year 13,00, Changes during e year No Change during e year At e end of e year 13,00, Mr. Heeren Adhikari At e beginning of year Changes during e year No Change during e year At e end of e year Ms. Swati Heerenkumar Adhikari At e beginning of year Changes during e year No Change during e year At e end of e year Ms. Bindu Raman At e beginning of year Changes during e year No Change during e year At e end of e year Mr. Kailasna Adhikari At e beginning of year 15,00, Changes during e year Date Reason Shareholding at e beginning of e year No. of shares % of total shares of e Company Cumulative shareholding during e year No. of shares % of total shares of e Company Inter-se Transfer - to Mr. Markand Adhikari (15,00,000) (4.29) 0 0 At e end of e year

35 TH 10 ANNUAL REPORT iii. Sr. No. Change in Promoters' Shareholding: (contd.) Promoters Name 6 Mr. Gautam Adhikari At e beginning of year 41,93, Changes during e year No Change during e year At e end of e year 41,93, Mr. Markand Adhikari At e beginning of year 39,96, Changes during e year Date Reason Inter - se Transfer from Mr. Kailasna Adhikari 15,00, ,96, At e end of e year 54,96, Prime Global Media Private Limited At e beginning of year 25,01, Changes during e year No Change during e year At e end of e year 25,01, Global Showbiz Private Limited At e beginning of year 25,00, Changes during e year Shareholding at e beginning of e year No. of shares % of total shares of e Company No Change during e year Cumulative shareholding during e year No. of shares % of total shares of e Company At e end of e year 25,00, iv. Shareholding Pattern of Top Ten Shareholders (oer an Directors, Promoters and Holders of GDRs And ADRs): Name of Shareholders Shareholding at e beginning of e year No. of Shares % of Equity Share Capital Shareholding at e end of e year No. of Shares % of Equity Share Capital Assent Trading Pvt. Ltd. 33,77, ,95, Inayata Conructions Pvt. Ltd. 30,98, ,20, Kalash Trading and Invements Pvt. Ltd. 25,20, ,22, Aranav Trading and Invements Pvt. Ltd. 23,18, ,18, Keynote Enterprises Pvt. Ltd. 21,42, ,42, Mr. Ram Chandra 13,49, ,50, Mr. Rashesh Prabhodhchandra 5,02, ,02, Mr. Kauubh Purohit 4,65, ,65, Ms. Rashmi Shah@ NA NA 2,19, Patricia Commercial Pvt. Ltd. 1,82, ,82, Life Insurance Corporation of India $ 1,82, NA NA The shares of e Company are subaintially held in dematerialised form and are traded on a daily basis and hence date wise increase /decrease shareholding is not denotes shareholders only as on 31 March, 2017 and not as on 1 April, $ denotes shareholder only as on 1 April 2016 and not as on 31 March,

36 v. Sr. No. Shareholding of Directors and Key Managerial Personnel: Name of each of e Director and KMPs Shareholding at e beginning of e year Cumulative shareholding during e year 1 Mr. Gautam Adhikari At e beginning of year 41,93, Changes during e year No Change during e year At e end of e year 41,93, Mr. Markand Adhikari At e beginning of year 39,96, Changes during e year Date Reason Inter-se Transfer from Mr. Kailasna Adhikari 15,00, ,96, At e end of e year 54,96, Mr. Prasannakumar Gawde At e beginning of year Changes during e year No Change during e year At e end of e year Mr. Pritesh Rajgor At e beginning of year Changes during e year No Change during e year At e end of e year Mrs. Sandhya Malhotra At e beginning of year Changes during e year No Change during e year At e end of e year Mr. Anand Shroff At e beginning of year 13, Changes during e year No Change during e year At e end of e year 13, Mrs. Jyotsna Kashid (upto 18 October, 2016) At e beginning of year Changes during e year No Change during e year At e end of e year Ms. Nirali Shah (w.e.f. 19 October, 2016) At e beginning of year Changes during e year No. of shares % of total shares of e Company No Change during e year No. of shares % of total shares of e Company At e end of e year

37 TH 10 ANNUAL REPORT V. INDEBTEDNESS: Indebtedness of e Company is as follows : Particulars Indebtedness at e beginning of e financial year 5, Change in Indebtedness during e financial year - Addition 10, Nil Nil - Reduction (3,669.13) Nil Nil Net Change Indebtedness at e end of e financial year Secured Loans excluding deposits 6, , Unsecured Loans Nil Nil Nil Deposits Nil Nil Nil (` In Lakhs) Total Indebtedness 5, , (3,669.13) 6, , VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Sr. No. i. Remuneration to Managing Director, Whole-time Directors and/or Manager 1. Gross salary Particulars of Remuneration (` In Lakhs) Mr. Markand Adhikari Managing Director (a) Salary as per provisions contained in Section17(1) of e Income-tax Act, (b) Value of perquisites u/s17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income- tax Act, Stock Option - 3. Sweat Equity - 4. Commission - 5. Oers, please specify - 6. Total Ceiling as per e Companies Act, 2013 As per e provisions of Section 197 of e Companies Act, 2013 read wi e Schedule V to e Act. ii. Sr. No. Remuneration to oer directors: Non- Independent 1. Sitting Fees Nil Particulars of Remuneration Commission - as % of profit - oers, specify 3. Oers, please specify Nil Nil Nil Nil Nil 4. Total Nil 2.55 Ceiling as per e Companies Act, 2013 Mr. Prasannakumar Gawde Name of Non-Executive Directors Independent Directors Nil Mr. Pritesh Rajgor Mrs. Sandhya Malhotra Mr. Gautam Adhikari (` In Lakhs) Total Amount Nil Nil Nil Nil As per e provisions of e Companies Act, 2013 read wi e Schedule V to e Act. 35

38 iii. Sr. No. Remuneration to Key Managerial Personnel Oer an MD/Manager/ WTD: Particulars of Remuneration 1. Gross salary Total Amount (a) Salary as per provisions contained in section17(1) of e Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) - - Income-tax Act, (c) Profits in lieu of salary under section (3) Income -tax Act, Stock Option Sweat Equity Commission Oers, please specify Total Chief Financial Officer Mr. Anand Shroff Key Managerial Personnel Company Secretary & Compliance Officer Ms. Nirali Shah (w.e.f 19 October, 2016) Ms. Jyotsna Kashid (upto 18 October, 2016) (` In Lakhs) VII PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: None For and on behalf of e Board of Directors Place: Mumbai nd Date: 22 Augu, 2017 Gautam Adhikari Chairman DIN:

39 TH 10 ANNUAL REPORT ANNEXURE II - Part A PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, DETAILS OF THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION (i) The ratio of e remuneration of each director to e median remuneration of e employees of e Company for e Financial Year:- Sr. Name of e Director Ratio of remuneration to e median remuneration of e No. employees 1 Mr. Gautam Adhikari Mr. Markand Adhikari Mr. Prasannakumar Gawde Mr. Pritesh Rajgor Mrs. Sandhya Malhotra 0.28 (ii) The percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in e Financial Year Sr. Name of e Directors, KMP % Increase over la F.Y. no. 1 Mr. Markand Adhikari No Change 2 Mr. Gautam Adhikari No Change 3 Mr. Prasannakumar Gawde Mr. Pritesh Rajgor Not comparable as appointed w.e.f Mrs. Sandhya Malhotra Not comparable as appointed w.e.f Mr. Anand Shroff *Ms. Jyotsna Kashid Not comparable as resigned on **Ms. Nirali Shah Not comparable as appointed w.e.f (iii) The percentage increase in e median remuneration of employees in e financial year (iv) The number of permanent employees on e 82 rolls of e Company (v) Average percentile increase already made in e salaries of employees oer an e managerial personnel in e la financial year and its comparison wi e percentile increase in e managerial remuneration and juification ereof and point out if ere are any exceptional circumances for increase in e managerial remuneration The average increase, if any, is based on e objectives of e policy of e Company at is desired to attract, motivate and retain e employees who drive e organization towards success and helps e Company to retain its indury competitiveness. We hereby confirm at e remuneration is as per e remuneration policy recommended by Nomination and Remuneration Committee of e Company and adopted by e Company. Place: Mumbai nd Date: 22 Augu, 2017 Gautam Adhikari Chairman DIN: Pritesh Rajgor Chairman of Nomination and Remuneration Committee DIN:

40 ANNEXURE II - PART B Information as required under Rule 5(2) of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Names of e top ten employees of e Company in terms of remuneration drawn I Sr. No Name of employee Designation of e Remuneration Nature of Qualifications Date of Age La employment employee received employment, and experience commencement (In held before (Amount in wheer of e employee of employment Years) joining e Rupees) contractual or in e Company Company oerwise The percentage of equity shares held by e employee in e Company wiin e meaning of Clause(iii) of sub-rule(2) Rule 5 Wheer any such employee is a relative of any director or manager of e Company and if so, name of such director or manager 1 Ms. Hemlata Yederi National Head - sales 4,733,400 Full Time Emp MMM, 25 Years 10-Nov Tehelka Network 18 NIL Not related 2 Mr. Markand Adhikari Managing Director 3,600,000 Full Time Emp Intermediate in Arts 30-Jul N.A Broer of from Mumbai Mr. Gautam Adhikari University, 35 Years 3 Mr. Para Sarai Kulia AVP - Sales 3,144,147 Full Time Emp PGDIT, 15 Years 8-Jan CNBC NIL Not related 4 Mr. Anand Shroff Chief Financial Officer 2,400,150 Full Time Emp Chartered 1-Jun Kanan Knitwear 0.04 Not related Accountant, 16 Years 5 Ms. Simantika Sarmah Regional Manager - Sales 2,083,989 Full Time Emp PGDM, 12 Years 31-Mar Star India NIL Not related 6 Ms. Priyanka Zutshi Senior Manager - Sales 1,682,396 Full Time Emp MBA, 5 Years 25-Apr NDTV Media NIL Not related 7 Ms. Dimple Duggal Senior Manager - Sales 1,660,080 Full Time Emp MBA, 2 Years 8-Jul Indian Express NIL Not related 8 Ms. Garima Sharma Senior Manager - Sales 1,633,734 Full Time Emp MBA, 10 Years 23-Aug PDM Media Ltd. NIL Not related 9 Mr. Ravi Adhikari Creative Director 1,531,250 Full Time emp B.Com, 10 Years 1-Mar N.A Son of Mr. Gautam Adhikari 10 Mr. Tarun Kundnani Manager - Programming 1,224,531 Full Time emp MBA, 6 Years 26-Oct TAM Media Research NIL Not related Pvt.Ltd. II Name of employees who were employed roughout e Financial Year and were paid remuneration not less an Rupees 1 Crore 2 lakhs per annum - None III Name of employees who were employed in part during e Financial Year and were paid remuneration not less an Rupees 8 lakhs 50 ousand per mon - None IV Name of employees who were employed roughout e Financial Year or part ereof and were paid remuneration in excess of Managing Director or Whole-time Director or Manager and holds along wi his spouse and dependent children not less an 2% of equity shares of e Company - None 38

41 TH 10 ANNUAL REPORT To, The Members, TV Vision Limited Mumbai ANNEXURE III SECRETARIAL AUDIT REPORT ST FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017 [Pursuant to Section 204(1) of e Companies Act, 2013 and Rule 9 of e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] We have conducted e secretarial audit of e compliance of applicable atutory provisions and e adherence to good corporate practices by TV Vision Limited (CIN: L64200MH2007PLC172707) and having its regiered office at 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai (hereinafter called e Company ). Secretarial Audit was conducted in a manner at provided us a reasonable basis for evaluating e corporate conducts/atutory compliances and expressing our opinion ereon. Based on our verification of e Company s books, papers, minute books, forms and returns filed and oer records maintained by e Company and also e information provided by e Company, its officers, agents and auorized representatives during e conduct of secretarial audit, We hereby report at in our opinion, e Company has, during e audit period covering e financial year ended on 31 March, 2017 complied wi e atutory provisions lied hereunder and also at e Company has proper Board-processes and compliance-mechanism in place to e extent, in e manner and subject to e reporting made hereinafter: We have examined e books, papers, minute books, forms and returns filed and oer records maintained by e Company for e financial year ended on 31 March, 2017, according to e provisions of: (i) (ii) (iii) (iv) The Companies Act, 2013 ( e Act ) and e rules made ereunder; The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and e rules made ereunder; The Depositories Act, 1996 and e Regulations and Bye-laws framed ereunder; Foreign Exchange Management Act, 1999 and e rules and regulations made ereunder to e extent of Foreign Direct Invement, Overseas Direct Invement and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under e Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- (a) The Securities and Exchange Board of India (Subantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to e Company during e audit period); The Securities and Exchange Board of India (Issue and Liing of Debt Securities) Regulations, 2008 (Not applicable to e Company during e audit period); (f) The Securities and Exchange Board of India (Regirars to an Issue and Share Transfer Agents) Regulations, 1993 regarding e Companies Act and dealing wi client; (g) (h) The Securities and Exchange Board of India (Deliing of Equity Shares) Regulations, 2009 (Not applicable to e Company during e audit period); The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to e Company during e audit period); and (i) The Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 (applicable to e Company from 15 September, 2016 onwards). (vi) The Cinematograph Act, 1952; Dramatic Performances Act, 1876; Cable Television Networks Regulations Act, 1995; Copyright Act, 1957; Trade Marks Act, 1999; Standards of Quality of Service (Broadcaing and Cable services) (Cable Television CAS Areas) Regulations, 2006; e Policy Guidelines for Uplinking and Downlinking of Television Channels from 39

42 India issued by Miniry of Information and Broadcaing; The DTH Guidelines issued by e Telecom Regulatory Auority of India; and e rules and regulations made under aforesaid enactments, being e laws at are specifically applicable to e Company based on eir sector/ indury. We have also examined compliance wi e applicable clauses of e Secretarial Standards issued by The Initute of Company Secretaries of India. During e period under review, e Company has complied wi e provisions of e Act, Rules, Regulations, Standards, Guidelines etc. mentioned above and in respect of laws specifically applicable to e Company based on eir sector/indury, in so far as requirement relating to licencing/certification, submission of returns etc. as mentioned above based on te checking. We furer report at The Board of Directors of e Company is duly conituted wi proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in e composition of e Board of Directors at took place during e period under review were carried out in compliance wi e provisions of e Act. Adequate notice is given to all directors to schedule e Board Meetings; agenda and detailed notes on agenda were sent at lea seven days in advance, and a syem exis for seeking and obtaining furer information and clarifications on e agenda items before e meeting and for meaningful participation at e meeting. Majority decision is carried rough while e dissenting member s views, if any, are captured and recorded as part of e minutes. We furer report at ere are adequate syems and processes in e Company commensurate wi e size and operations of e Company to monitor and ensure compliance wi applicable laws, rules, regulations, guidelines and andards. We furer report at during e audit period, e Company has: 1. lied 3,49,44,500 Equity Shares of face value of `10/- each and were admitted for trading at BSE Limited and National Stock Exchange of India Limited on 15 September, 2016; 2. passed special resolution in e Annual General Meeting of e members held on 28 September, 2016 for giving auority to e Board of Directors to create, offer, issue and allot securities in e course of one or more public/private offerings to e eligible inveors, provided at e total amount raised rough e issuance of such securities shall not exceed ` 500 crores; 3. passed special resolution under Section 180(1)(c) of e Act, rough Poal Ballot process, e result of which was declared on 5 October, 2016, enabling borrowing of funds in excess of its aggregate of paid up share capital and free reserves, upto a maximum limit of ` 500 crores; 4. passed special resolution under Section 180(1)(a) of e Act, rough Poal Ballot process, e result of which was declared on 5 October, 2016, for creation of mortgage/charge on e properties of e Company, provided at e total amount at any point of time so secured/mortgaged, shall not exceed e limit as approved under Section 180(1)(c) of e Act; and 5. passed special resolution under Section 186 of e Act, rough Poal Ballot process, e result of which was declared on 5 October, 2016, enabling e Company to extend loan to any person or body corporate or give guarantee or provide security in connection wi a loan or to acquire by way of subscription, purchase or oerwise securities in any oer body corporate up to a maximum limit of ` 500 crores. This report is to be read wi our letter of even date which is annexed as Annexure-A and forms an integral part of is report. For Manish Ghia & Associates Company Secretaries Place : Mumbai Date: 29 May, 2017 A.N. Sarma Partner M. No. FCS 4557 C.P. No

43 TH 10 ANNUAL REPORT Annexure A To, The Members, TV Vision Limited Mumbai Our report of even date is to read along wi is letter. 1. Maintenance of secretarial record is e responsibility of e management of e Company. Our responsibility is to express an opinion on ese secretarial records based on our audit. 2. We have followed e audit practices and processes as were appropriate to obtain reasonable assurance about e correctness of e contents of e Secretarial records. The verification was done on te basis to ensure at correct facts are reflected in secretarial records. We believe at e processes and practices, we followed provided a reasonable basis for our opinion. 3. We have not verified e correctness and appropriateness of financial records and Books of Accounts of e Company. 4. Where ever required, we have obtained e management representation about e compliance of laws, rules and regulations and happening of events etc. 5. The compliance of e provisions of Corporate and oer applicable laws, rules, regulation, andards is e responsibility of management. Our examination was limited to e verification of procedures on e te basis. 6. The Secretarial Audit Report is neier an assurance as to e future viability of e Company nor of e efficiency or effectiveness wi which e management has conducted e affairs of e Company. For Manish Ghia & Associates Company Secretaries Place : Mumbai Date: 29 May, 2017 A.N. Sarma Partner M. No. FCS 4557 C.P. No

44 M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S Indian Macroeconomics scenario India will remain e world s fae-growing major economy despite demonetization. The Indian economy is expected to grow at 7.2 per cent in FY , as per e foreca by e World Bank Report. The fundamentals of e Indian economy remain rong, wi robu economic grow, rong fiscal consolidation, low current account deficit, higher agricultural output, growing FDI, low inflation and higher wages in rural areas. Goods and Services Tax (GST) is implemented in e second quarter of e fiscal year, and is expected to yield subantial grow dividends from higher efficiencies, and raise more revenues in e long term; it is also a bold new experiment in e governance of India s cooperative federalism. Media and Entertainment Indury (Source: KPMG FICCI Indian Media and Entertainment Indury Report 2017) The Indian Media and Entertainment (M&E) indury is a sunrise sector for e economy and is making high grow rides. Proving its resilience to e world, e Indian M&E indury is on e cusp of a rong phase of grow, backed by rising consumer demand and improving advertising revenues. Media content creation, access and consumption have gone rough enormous changes and we expect e shifts to be more dramatic over e next five years. The indury has been largely driven by increasing digitisation and higher internet usage over e la decade. Internet has almo become a mainream media for entertainment for mo of e people. According to FICCI KPMG eimates India s M & E Indury grew at 9.1% in CY 2016 over e previous year. The Indian media & entertainment sector is expected to grow at a Compound Annual Grow Rate (CAGR) of 14.3 per cent to touch Rs 2.26 trillion (US$ 33.9 billion) by Television: Television is one of e large and fae growing segment. Indian Television Indury ood second when compared wi oer major developed economies. Television advertising saw rising sectors, such as e-commerce, scaling back spend significant and e events of demonisation leading adverse impact across categories. However, rong long term fundamentals driven by domeic consumption augur well for e future. Growing access to rural audiences rough digitisation, coupled wi content availability rough increase in Free To-Air (FTA) channels and deeper audience measurement will be key cataly to long term grow. The indury clocked a slower grow in CY 2016 at 8.5 per cent, attributed to rapid grow of 7 per cent in subscription revenues and a lower an eimated 11 per cent grow in advertising revenues. Print: Print continued to experience slowdown in grow rates as English language newspaper continued to be in pressure owing to e rising users intere in digital content. Digital Indury: India saw e second large telecom revolution e wide launch of high speed 4G services by operators across e country. Rising internet and broadband penetration, declining data charges, coupled wi internet enabled mobiles led to data consumption level increase manifold. This phenomenon has led to a suained advertiser intere in digital, resulting in a rong performance by e sub-segment Grow Outlook: The Indian M & E indury is on an impressive grow pa. The projections remain robu due to rong economic fundamentals, rising domeic consumption and growing contribution of rural markets coupled wi e delayed, but eventual completion of digitization. The indury is expected to grow at a CAGR of 14.7 per cent over e next five years wi advertising and subscription revenues projected to grow at 14.4 per cent and 14.8 per cent, respectively. The underlying grow drivers for e M&E indury are: 1. Growing prominence of e-commerce advertising. 2. Increasing Focus on Content Development. 3. Intere in building out Over The Top (OTT) Platforms. Company Profile: TV Vision Limited, a Sri Adhikari Broers Enterprise, is engaged in e TV Channel Broadcaing business. The Company has completed its 10 years of pioneering Indian Media and Entertainment Indury and growing at a rapid rate. The Company has lied its Equity Shares on Bombay Stock Exchange and National Stock Exchange w.e.f. 15 September, The Company has been reporting a rong operating and financial performance, despite of challenging market situation. This 42

45 TH 10 ANNUAL REPORT performance is reflecting e Company s reng and e resilience of rong Balance Sheet and also e abilities to generate free Cash Flows and create Shareholder Value. During e fir fiscal year as a lied Company, e Company continued to deliver eady improvement in our performance. Total consolidated revenues grew by 28.68% to ` 17, Lakh in fiscal EBITDA was higher by 39.12% at ` 5, Lakh and Net Profits ood at ` Lakh, higher by 63.08% over e previous fiscal. The Company remained focus on enhancing business from exiing advertisers as well as adding new advertisers to widen e client base. The same was evident from e repeat business and higher number of new clients. The current broadcaing bouquet consi of 5 (Five) channels namely, MASTIII, DABANGG, DHAMAAL, MAIBOLI and DILLAGIII. The Company also aims to launch India s large multi-platform comedy brand wi e late digital opportunity HAPPII FI. MASTIII - India s No.1 Music & You Channel from e network bouquet of SABGROUP, has created a mark for itself and emerged as an un-paralleled and unchallenged #1 channel of e genre. The channel having a universal appeal caters to a variety of music lovers of various age groups becoming e mo loved Music channel in India. Being e market leader, Maiii has introduced and successfully implemented many fir of its kind innovative properties, such as Maiii Doubles which has gone to become e number 1 music show in its respective time band, Maiii Star wars, a one of its kind battle in which Bollywood superars fight it out wi eir hit songs hereby engaging e viewers not only rough broadca but also rough social media. Everyday part of e channel has been very syematically planned to cater to every mood of e viewer during e day giving e audience a mix of peppy, romantic, retro and Bollywood blockbuer old and new Hindi songs. Unchallenged no. 1 Music & You channel for over a year Relative Viewership Share of Top 6 Channels MTV Beats 9X Jalwa 11% 12% Maiii 25% Sony MIX 16% 9XM 16% B4U Music 20% Source- BARC DABANGG one of SABGROUP s premier regional entertainment channels was launched to cater to e audience of UP, Bihar & Jharkhand. The Channel is widely diributed in e targeted territory. Bhakti Sagar a devotional show which has become e favorite among e viewers followed by back to back Bhojpuri movies & Hindi movies. Wi e va movies library and exclusive World Television Premiers e channel is set to take e audiences entertainment quotient several notches higher. But e entertainment does not ju op ere, having a change in programming during e feive periods e channel tries to give its audience a feel of e feivities right on eir television screens. No.1 Reach in UP and Bihar Source - BARC 43

46 DHAMAAL Dhamaal is e you focused regional channel for e territory of Gujarat. The programming of e channel includes music and gujjubhai gags along wi shows such as dhamaal ek minut ni and dhamaal youngern i. The channel is very well diributed in e targeted territory. MAIBOLI Having spread its wings in e Nor SABGROUP ventured out to capture Maharashtra wi its regional Marai channel Maiboli, launched to cater and entertain e Maharashtrian audience. In e recent pa e channel has gone ahead and given eablished market players a iff competition. Wi shows such as Filmy Gappa which gives late updates on what s happening in e Marai movie indury, Bolte Tare where we interact wi various Marai celebs & one devotional programme named Amrut Manan in e morning time band and multiple Marai movies & Songs e channel has become a complete family entertainer for e region. DILLAGIII Dillagiii a dedicated TV channel for small towns & villages of India including towns wi a population of less an one lakh (known as LC1 markets) across regions. Dillagiii is a family entertainment channel, believes in touching people's hearts rough movies & gags by Raju. The Channel ands for e mo invaluable ings in life love, family, fun & memories. HAPPII-FI is e fae growing digital channel. Having e fae conversation ratio of viewers to subscribers & wi a subscriber base of 2,25,000 & counting, e channel was e quicke to achieve such mileones. Wi a range of movie, television & digital ars featuring in various shows of e channel, e channel has a va range of content to cater audiences of all types. The channel a phenomenal grow rate bo on youtube as well as facebook wi ever growing video views of 13,914,156 & a watch time of 59,985,118 minutes wi e Average View Percentage at 45% on youtube & an Average Review Rating of 4.9 out of 5 & creating a Total Po Impression Lifetime of 12,940,642 on facebook. OPPORTUNITIES AND THREAT Opportunities: Cuomer Preference: The immense experience of e promoters in e broadcaing indury has proved to be an added advantage in underanding e tae of audience and telecaing differentiated contents which are based on consumer behaviour. New Channels to be launched: Grow in number of channels especially in niche categories will give e Company/Group new opportunities to expand and create various genres of programming based on demand. Digitization and Convergence: Digital platforms like DTH, digital cable, IPTV and convergence media is expected to transform e landscape of e indury by enabling players to leverage on cross media synergies and attract a whole set of new viewers. Challenges and Threats External Risk: Competition from oer players : Company operates in highly competitive environment across all its business segments at are subject to innovations, changes and varying levels of resources available to each player across segment. Failure to remain ahead of e curve or respond to competition may harm e business. Differentiated Products: Due to increase in e number of channels e content produced in e team needs to be unique to attract viewers. Also, wi a view to produce differentiated content, e production co also increases. Low Entry Barriers: Va pleora of channels are available at viewer s disposal which has given rise to increased competition. Production co: The risk of getting e production getting extended e projected date or e risk of over spending during production. It requires large outlays of money at cannot be recovered if e project fails at any age. Delay in planned release also shoots e whole production co high. Consiency: Consiency of programming quality is essential to maintain targeted revenues. Invement in new channels: e Company may from time to time launch new channels. The success of any new channel depends upon various factors including e quality of programming, price, extent of marketing, competition etc. There is no assurance at e Company will be successful in launching e new channel. 44

47 TH 10 ANNUAL REPORT Internal risk: Change in Consumer Preference Risks: The Content carried by e Company on its channels need not appeal e target audience always as e target audience preferences are bound to change. The level of creativity required for e audience targeted varies wi e available options to e consumers. Channel Diribution Risk: The Company diributes its channels in e target market rough MSO, DTH, cable operators etc. Any shift in e diribution network could affect e viewership of e channels. Technological Risks: Advancement of e technology for creation of e content and diribution of channel is necessary wi e new technologies being adopted by e competitors. Regulatory Matters: The business may have a positive or a negative impact on e revenues in future due to changes in e regulatory framework and tax laws as compared to e current scenario. Management continuously monitors and makes efforts to arre decline or adverse output on any of ese factors. Consolidated Financials 1. Share Capital As at 31 March, 2017, e Auorized Share Capital of e Company ood at ` 5,500 lakhs divided into 5,499 lakhs comprising of lakhs Equity Shares of ` 10/- each and ` 1 lakh comprising of 0.1 lakh Preference Shares of ` 10/- each. ` ` comprising of lakhs Equity Shares of ` 10/- each full paid-up and ` 1 lakhs comprising of 0.01 lakh 0.01% Non-Convertible Non-Cumulative Redeemable Preference Shares of ` 10/- each fully paid-up. As at 31 March, 2017, e Paid-up Share Capital of e Company ood at 3,495 lakhs divided into 3,494 lakhs 2. Reserves And Surplus: The total Reserves and Surplus as at 31 March, 2017 amounted to ` 8, lakhs. The reserves include Capital Reserves of ` 8, lakhs, Security Premium Accounts of ` 1, lakhs and deficit as per e atement of Profit and Loss of ` 1, lakhs. 3. Secured Loans: The total secured loans as at 31 March, 2017 ood at ` 10, lakhs comprising of Term Loans from Banks of ` 10, lakhs and vehicle loans of ` 4.07 lakhs. 4. Unsecured Loans: There are no unsecured loans as on 31 March, Fixed Assets: Depreciation of ` 2, lakhs was charged to e atement of Profit and Loss. The Net Block of Tangible Fixed Assets and Intangible Fixed Assets as on 31 March, 2017 was ` lakhs and ` 13, lakhs respectively. The Intangible Assets under Development was ` 2, lakhs as on 31 March, Invements: The total invements as on 31 March, 2017 ood at ` 2, lakhs comprising of invement in Subsidiaries and Associates Concerns. 7. Revenues: The Company earned total revenues of ` 17, lakhs during e year ended 31 March, 2017 as again ` 13, lakhs of e previous year ended 31 March,

48 5-Year Comparison of Revenue Grow PARTICULARS ( ` in Lakhs) 8. Expenses: The operating expenses of e Company for e year ended 31 March, 2017 is `10, lakhs as again ` 8, lakhs for e previous year ended 31 March, Profit Before Tax: Profit before tax increased by ` lakhs or 49.71% from ` lakhs in FY to ` 1, lakhs in FY Profit After Tax: The Profit for e year increased by ` lakhs from ` lakhs in FY to ` lakhs in FY Critical accounting policies The principles of revenue recognition are as under: Revenue from advertisements is recognised on teleca basis and revenue from sale of program/content rights is recognised when e relevant program/content is delivered. Segment wise Performance The Company is operating in single primary business segment i.e. Broadcaing and Content. Accordingly, no segment reporting as per Accounting Standard - 17 has been reported. Internal Controls and Adequacy of ose controls Adequate syems of internal controls at commensurate wi e size of operation and e nature of business of e Company have been implemented. Risks and controls are regularly viewed by senior and responsible officers of e company at assure rict adherence to budgets and effective use of resources. The internal control syems are implemented to safeguard Company s assets from unauorized use or disposition, to provide conant check on co ructure, to provide financial and accounting controls and implement accounting andards. Human Resources Human capital is a very important asset in a media Company. The Company has laid down ringent measures to make sure at safety and heal of its employees are secured. The Company has a professional and healy work culture built around rong corporate values. It also encourages and supports its employees to upgrade eir skills on a continual basis. Over e years, e Company has built up a human resource ructure, which has enabled e Company to grow and take up challenges. The Company has a qualified team of professionals. As on 31 March, 2017, e Company had 82 permanent employees on its payroll. Overseas Revenue Your Company expects to broadca e exiing and/or new channels in e overseas market after taking into e account e consumer preferences of e viewers, e geographical location and oer regulatory matters. The management expects sizeable revenues in e form of exports in e future. Cautionary Statement FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED 31-Mar Mar Mar Mar Mar-13 Revenue from Operations 17,639 13,707 12,672 10,897 10,091 Profit Before Tax 1, (321) EBITDA 5,059 3,636 3,468 3,139 2,305 Profit/(Loss) After tax (227) Statements in e Management Discussion and Analysis Report describing e Company s objectives, projections, eimates, expectations may be forward-looking atement wiin e meaning of applicable securities laws and regulations. Actual results could differ materially from ose expressed or implied. Important factors at could make a difference to e Company s operations include economic conditions affecting demand/ supply and price conditions in e domeic and overseas markets in which e Company operates, changes in e Government regulations, tax laws and oer atutes and oer incidental factors. 46

49 TH 10 ANNUAL REPORT REPORT ON CORPORATE GOVERNANCE 1. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE Transparency and Accountability are e two basic doctrines of Corporate Governance. Our actions are governed by our values and principles. A Company which is proactively compliant wi e law and which adds value to itself rough Corporate Governance initiatives would also command a higher value in e eyes of present and prospective shareholders. The driving principles of our corporate governance framework are entailed below: Board of Directors are e truees of e shareholders capital; Adequately comply wi bo e spirit of e law and e letter of e law; Ensure transparency; Hone communication to e akeholders about e in-house working of e Company. We acknowledge our individual and collective responsibilities to manage our business activities wi integrity. Our corporate governance is reflection to our eics syem which expresses our culture, rategies and relations wi our akeholders. We are dedicated in maintaining e highe level of eical andards and corporate governance across all our business functions. The Companies Act, 2013 (e Act), SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 (Liing Regulations) aim to rengen e framework of corporate governance. Togeer, e management and e Board ensure at e integrity and excellence is not compromised. As per e requirements of Regulation 34 read wi e Schedule V of e Liing Regulations, detailed Report on Corporate Governance is set below: 2. BOARD OF DIRECTORS a) Composition & Category of Directors: The Company has a balanced and diverse Board of Directors, who are experienced, competent and highly renowned persons from e fields of finance, taxation, media, law, governance, etc. The Board of Directors has been veed wi requisite powers, auorities and duties. The Directors take active part at e Meetings of e Board and Committee, by providing valuable guidance to e Management on various aspects of business, policy direction, governance, compliance, etc. and also plays critical role on rategic issues, which enhance e transparency and adds value in e decision making process of e Board of Directors. The composition of e Board of Directors of e Company is in compliance wi e provisions of e Act and e Liing Regulations. As on 31 March, 2017, e composition of e Board, eir oer directorships, committee positions is detailed below: Sr. Name of e Director Category of e Director As on 31 March, 2017 No. (excluding position in e Company) No. of Directorships Committee Membership Chairmanship 1. Mr. Gautam Adhikari Non Executive Chairman, Promoter Mr. Markand Adhikari Managing Director, Promoter Mr. Prasannakumar Gawde Independent Director Mr. Pritesh Ragor Independent Director Mrs. Sandhya Malhotra Independent Director Note: The Directorship/s held by Directors as mentioned above do not include Directorships in Foreign Companies, Companies incorporated under Section 8 of Companies Act, 2013 and Private Limited Companies. Membership/Chairmanship of only Audit Committee and Stakeholders Relationship Committee of Public Limited companies only are considered. None of e Independent Director, serves as an Independent Director in more an 7 (Seven) Lied Companies nor is a member in more an 10 (Ten) committees or acts as Chairman of more an 5 (Five) Committees. 47

50 b) Attendance at Meeting of e Board and la Annual General Meeting: During e financial year , e Board met 11 (Eleven) times on following dates: April, September, May, October, May, November, July, February, July, March, Augu, 2016 As ipulated, e gap between two Board meetings did not exceed one hundred and twenty days. The attendance of each Director at e meetings of Board, attendance at e la Annual General Meeting, inter-se relationship among directors and number of shares held by em is entailed below: Sr. No. Name of e Director c) Separate Meeting of Independent Directors: As ipulated by e Code of Independent Directors under Schedule IV to e Act and Regulation 25 of e Liing Regulations, a separate meeting of e Independent Directors of e Company was held on 15 March, 2017 wiout e presence of e Non-Independent Directors and members of management, to review e performance of Non-independent Directors (including e Chairman) and e Board as whole and to assess e quality, quantity and timeliness of flow of information between e Company Management and e Board. d) Director s Familiarization Programme: The Company undertakes and makes necessary provision of an appropriate induction programme for new Directors and ongoing training for exiing Directors. The new directors are introduced to e Company s culture rough appropriate training programmes. Training programmes help to develop relationship of e Directors wi e Company and familiarize em wi Company s processes and practices. The induction programme is designed to build an underanding of e Company s processes and fully equip e Directors to perform eir role on e Board effectively. Upon appointment, Directors receive a Letter of Appointment setting out in detail, e terms of eir appointment, duties, responsibilities and expected time commitments. The details of Director s induction and familiarization are available on e Company s website at e) Information placed before e Board Members: Matters discussed at meetings of e Board generally relate to Company's business, quarterly/half yearly/annual results, review of e reports of e Audit Committee, taking note of e minutes of e various oer Committees meetings, and compliance wi eir recommendation(s), suggeion(s), atus on compliance / non-compliance of any regulation, atutory or liing requirements, if any, overall review of performance of subsidiaries and associates companies, etc. f) Code of Conduct: No. of Meetings of Board attended Attendance at la AGM Relationship Inter-se No. of shares held 1. Mr. Gautam Adhikari 11 Yes Broer of Mr. Markand Adhikari 41,93, Mr. Markand Adhikari 11 Yes Broer of Mr. Gautam Adhikari 54,96, Mr. Prasannakumar Gawde 10 Yes Not Related 0 4. Mr. Pritesh Ragor 10 Yes Not Related 0 5. Mrs. Sandhya Malhotra 8 Yes Not Related 0 The Company has adopted a Code of Conduct for e Board of Directors including Independent Directors and Senior Management Personnel of e Company ( e Code ). The Code covers Company s commitment to hone and eical personal conduct, fair competition, corporate social responsibility, suainable environment, heal and safety, transparency and compliance of applicable laws and regulations etc. Pursuant to e provisions of Regulation 26(3) of e Liing Regulations, all e Board members and Senior Management Personnel have confirmed compliance wi e code. 48

51 TH 10 ANNUAL REPORT A declaration by Mr. Markand Adhikari, Managing Director of e Company affirming e compliance wi e code for e financial year ended as on 31 March, 2017 by e members of e Board and Senior Management Personnel, as applicable to em, is also annexed to is Annual Report. A copy of e said Code of Conduct is available on e website of e Company at: As per SEBI (Prohibition of Insider Trading) Regulations, 2015, e Board of Directors has adopted a Code of Conduct for Prevention of Insider Trading. All e Directors, Designated employees who could have access to e unpublished price sensitive information of e Company are governed by is code. The trading window is closed during e time of declaration of results and occurrence of any material events as per e code. 3. AUDIT COMMITTEE: Pursuant to e provisions of Section 177 of e Act and Regulation 18 of e Liing Regulations, e Audit Committee of e Company is duly conituted having majority of Independent Directors as e members of e Committee including its Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls, etc. During e financial year , e Audit Committee met 7 (Seven) times on 5 May, 2016, 29 July, 2016, 20 Augu, 2016, 8 September, 2016, 11 November, 2016, 9 February, 2017 and 15 March, a) Composition and Attendance: Sr. No. The Company Secretary & Compliance Officer of e Company acts as Secretary to e Committee. b) Terms of reference: The terms of reference of e Audit Committee are as per e guidelines set out in e Regulation 18 read wi Part C of Schedule II of Liing Regulations and Section 177 of e Act. These broadly include: i. Developing an annual plan for Committee. ii. Review of financial reporting processes. iii. Review of risk management, internal financial controls and governance processes. iv. Discussions on quarterly, half yearly and annual financial atements. v. Interaction wi atutory, internal and co auditors. vi. Recommendation for appointment, remuneration and terms of appointment of auditors. vii. Risk management framework concerning e critical operations of e Company. In addition to e above, e Audit Committee also reviews e following: Matter to be included in e Director s Responsibility Statement. Changes, if any, in e accounting policies. Major accounting eimates and significant adjuments in financial atement. Disclosures in financial atement including related party transactions. Periodical review of Internal Audit Reports. Letters of Statutory Auditors to management on internal control weakness, if any. Recommend to e Board e appointment, re-appointment and, if required e replacement or removal of atutory auditors considering eir independence and effectiveness, and recommend e audit fees. Functioning of e Vigil Mechanism / While Blower Policy. 4. NOMINATION AND REMUNERATION COMMITTEE: The composition of e Nomination and Remuneration Committee of e Company is in compliance wi e provisions of Section 178 of e Act and Regulation 19 of e Liing Regulations. The Committee is empowered to formulate e Remuneration Policy which includes e criteria for qualifications, experience, independence and remuneration of e Directors, KMP and employees, and criteria for evaluation of Independent Directors and to recommend eir appointment / re-appointment. During e financial year , e Nomination and Remuneration Committee met twice i.e. 15 April, 2016 and 19 October, Name of e Member Member/Chairman No. of meetings attended 1 Mrs. Sandhya Malhotra Chairperson 6 2 Mr. Prasannakumar Gawde Member 7 3 Mr. Pritesh Rajgor Member 7 4 Mr. Gautam Adhikari Member 7 49

52 a) Composition and Attendance: The Company Secretary & Compliance Officer of e Company acts as Secretary to e Committee. b) Terms of reference of e Nomination and Remuneration Committee: The Committee is empowered to Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating e performance of e Board of Directors. Identify and access potential individuals wi respect to eir expertise, skills, attributes, personal and professional anding for appointment and re-appointment as Directors / Independent Directors on e Board and as Key Managerial Personnel. Formulate a policy relating to remuneration of e Directors and e Senior Management Employees of e Company. Determine terms and conditions for appointment of Independent Directors. The same is also available on e website of e Company at c) Performance Evaluation criteria of Independent Directors: Pursuant to e provisions of Section 178 of e Act, read wi Schedule IV to e Act and Regulation 18 of e Liing Regulations and Schedule II to e Liing Regulations, e Nomination and Remuneration Committee has formulated a policy on Board Evaluation and evaluation of individual directors. The evaluation is based on various factors which are as follows: Attendance at Board and Committee Meetings Level of Participation Contribution to e development of rategies and Risk Assessment and Management Overall interaction wi e oer members of e Board 5. REMUNERATION POLICY: 50 Sr. No. The Company follows a comprehensive policy for selection, re-commendation, appointment /re-appointment of Directors and oer senior managerial employees and also on e remuneration and such oer related provision as applicable. Selection: Name of e Member Member/Chairman No. of meetings attended 1 Mr. Pritesh Rajgor Chairman 2 2 Mr. Prasannakumar Gawde Member 2 3 Mr. Gautam Adhikari Member 2 4 Mrs. Sandhya Malhotra Member 2 Any person to be appointed as a Director on e Board of Director of e Company or as KMP or Senior Management Personnel, including Independent Directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, adminiration, research, corporate governance or technical operations. Any person to be appointed as a Director on e Board of e Company shall possess e relevant experience and shall be able to provide policy directions to e Company, including directions on good corporate governance. While appointing any person as Chief Executive Officer, Managing Director or a Whole-time Director of e Company, his / her educational qualification, work experience, indury experience, etc. shall be considered. Remuneration of Executive Directors: At e time of appointment or re-appointment, e Executive Directors shall be paid such remuneration as may be mutually agreed between e Company (which includes e Nomination and Remuneration Committee and e Board of Directors) and e Managing Director wiin e overall limits prescribed under e Act. The remuneration shall be subject to e approval of e Members of e Company in General Meeting. In determining e remuneration, e Nomination and Remuneration Committee shall consider e following: 1. The relationship of remuneration and performance benchmarks is clear; 2. Balance between fixed and incentive pay reflecting short and long-term performance objectives are appropriate to e working of e Company and its goals; 3. Responsibility of e Managing Directors and e indury benchmarks and e current trends; 4. The Company s performance vis-à-vis e annual budget achievement and individual performance.

53 TH 10 ANNUAL REPORT Remuneration of Non-Executive Directors: The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in e Board / Committee meetings. The amount of such sitting fees shall be approved by e Board of Directors wiin e overall limits prescribed under e Act read wi e Companies (Appointment and Remuneration of Managerial Personnel) Rules, The Independent Directors of e Company shall not be entitled to participate in Stock Option Scheme of e Company, if any, introduced by e Company. Remuneration of Senior Management Employees: In determining e remuneration of e Senior Management Employees (i.e. Key Managerial Personnel), e Nomination and Remuneration Committee shall consider e following: 1. The correlation of remuneration and performance yardick is clear; 2. The fixed pay reflecting short and long-term performance objectives are appropriate to e working of e Company and its goals. Details of remuneration/sitting fees paid during e financial year are as follows: Name of Director Salary Contribution to Provident fund Note: The Company has not granted any Stock Options. 6. STAKEHOLDERS RELATIONSHIP COMMITTEE: Sr. No. Name of e Member Member/Chairman No. of meetings attended 1 Mr. Pritesh Rajgor Chairman 4 2 Mr. Prasannakumar Gawde Member 4 3 Mr. Gautam Adhikari Member 4 ( ` in Lakhs) The Stakeholders Relationship Committee of e Company is duly conituted in compliance wi e provisions of Section 178 of e Act and Regulation 20 of e Liing Regulations. During e financial year , e Stakeholders Relationship Committee met 4 (Four) times i.e. 5 May, 2016, 29 July, 2016, 11 November, 2016 and 9 February, a) Composition and Attendance: The Committee shall consider and resolve e grievances of e akeholders including complaints related to transfer of shares, non-receipt of annual report, issue of duplicate share certificates, transfer/ transmission/ demat/ remat of shares and oer miscellaneous complaints. This Committee is responsible for e satisfactory redressal of inveors complaints and recommends measures for overall improvement in e quality of inveor services. Ms. Nirali Shah is e Company Secretary & Compliance Officer of e Company who oversees e redressal of e inveors grievances. Status of Inveors Complaint Oer Perquisites Sitting Fees Mr. Gautam Adhikari Mr. Markand Adhikari Mr. Pritesh Rajgor Mr. Prasannakumar Gawde Mrs. Sandhya Malhotra The detailed particulars of inveors complaints handled by e Company and its Regirar & Share Transfer Agent during e year are as under: Opening at e beginning of e year 0 Received during e year 0 Resolved during e year 0 Total Pending at e end of e year 0 51

54 7. GENERAL BODY MEETINGS: a) Annual General Meetings: The details wi respect to e date, time and location of preceding 3 (Three) Annual General Meetings (AGMs) are given below: Financial Year AGM Date Time Location September, :30 a.m September, :00 a.m September, p.m. Moira Banquets, Trans Avenue, Level One, Next to Versova Telephone Exchange, SVP Nagar, MHADA Road, Andheri (We), Mumbai Floor, Adhikari Chambers, Oberoi Complex, Andheri (We), Mumbai b) Details of Special Resolutions Passed in la ree AGMs: Date of AGM Description of e Special Resolution 28 September, Auority to e Board of Directors to create offer, issue and allot furer securities of e Company. 26 September, Increase in Borrowing Limits of e Company. 3. Auority to Create Charge on e Assets of e Company. 4. Increase in Limits for making Loans and Invements. 5. Re-appointment of Mr. Markand Adhikari as Managing Director of e Company. 25 September, Increase in Borrowing Limits of e Company 2. Auority to Create Charge on e Assets of e Company. c) Poal Ballot: During e financial year under review, e Company has conducted Poal Ballot process once for passing following Special Resolutions: 1. Approval for Borrowings under Section 180(1) (c) of e Companies Act, Auority to create charge on assets of e Company under Section 180(1)(a) of e of Companies Act, Approval for making Loans, Invements etc. under Section 186 of e Companies Act, The voting pattern and procedure for Poal Ballot, adopted in e above consied of: The Board of Directors of e Company, at its meeting held on 20 Augu, 2016, had appointed CS Manish L. Ghia, Partner, M/s. Manish Ghia & Associates, Company Secretaries, Mumbai as e Scrutinizer for conducting e poal ballot voting process. The Company had completed e dispatch of e Poal Ballot Notice 20 Augu, 2016 togeer wi e rd Statement under Section 102 of e Act on 3 September, 2016, along wi poal ballot forms and selfaddressed poage prepaid envelope to all e shareholders whose name(s) appeared on e Regier of Members/li of beneficiaries as on 26 Augu, rd The voting was kept open from Sunday, 4 September, 2016 (10:00 a.m.) and ended on Monday, 3 October, 2016 (5:00 p.m.) (bo physical and e-voting). The poal ballot forms were kept under his safe cuody in sealed and tamper proof ballot boxes before commencing e scrutiny of such poal ballot forms. rd All poal ballot forms received upto e close of working hours on Monday, 3 October, 2016, (5:00 p.m.) being e la date and time fixed by e Company for receipt of e forms, had been considered for its scrutiny. rd Envelopes containing poal ballot forms received after close of working hours on Monday, 3 October, 2016 (after 5:00 p.m.) had not been considered for its scrutiny. On 5 October, 2016, Mr. Gautam Adhikari, Chairman of e Company, announced e results of e poal ballot as per e Scrutinizer s Report: 52

55 TH 10 ANNUAL REPORT Voting Pattern:- Resolution 1 Special Resolution for borrowing u/s 180 (i) (c) of e Companies Act, 2013 upto a limit of ` Crores. Category Promoter and Promoter Group Public- Initutions Public - Non Initutions Mode of Voting E-Voting Poal Ballot Total (A) E-Voting Poal Ballot Total (B) E-Voting Poal Ballot Total (C) Total (A+B+C) No. of shares held No. of votes polled % of votes Polled on outanding shares No. of Votes in favour No. of votes - again % of votes in favour on votes polled % of votes again on votes polled Resolution 2 Category Promoter and Promoter Group Public- Initutions Public - Non Initutions Special Resolution for creation of charge on e assets of e Company u/s 180 (1) (a) of e Companies Act, Mode of Voting E-Voting Poal Ballot Total (A) E-Voting Poal Ballot Total (B) E-Voting Poal Ballot Total (C) Total (A+B+C) No. of shares held No. of votes polled % of votes Polled on outanding shares No. of Votes in favour No. of votes - again % of votes in favour on votes polled % of votes again on votes polled

56 Resolution 3 Special Resolution for making loans, invements, etc. u/s 186 of e Companies Act, 2013 upto a limit of ` Crores. Category Promoter and Promoter Group Public- Initutions Public - Non Initutions Mode of Voting E-Voting Poal Ballot Total (A) E-Voting Poal Ballot Total (B) E-Voting Poal Ballot Total (C) Total (A+B+C) The aforesaid resolutions were passed wi requisite majority. None of e business proposed to be transacted at e ensuing Annual General Meeting requires passing a Special Resolution rough poal ballot. 8. MEANS OF COMMUNICATION: a) In accordance wi e Liing Regulations, e financial results are submitted wi e Stock Exchanges and published in English newspaper in Business Standard and Marai newspapers in Mahanayak / Mumbai Lakshadweep / Apla Mahanagar. The results are also available on Company's website i.e. under e Announcement Section and on e websites of National Stock Exchange of India Limited i.e. and BSE Limited i.e. The Annual Financial Statements of e Company are poed on e website of e Company at b) The Management Discussion and Analysis forms part of e Report on Corporate Governance which forms part of is Annual Report. c) During e year under review, e Company has made presentations/press release to Initutional Inveors or to e Analys. The official press releases are also available on e Company s website at 9. GENERAL SHAREHOLDERS INFORMATION: a. Date, Day, Time and Venue of Annual General Meeting No. of shares held No. of votes polled Date : 25 September, 2017 % of votes Polled on outanding shares No. of Votes in favour No. of votes - again Day : Monday Time : 12:45 p.m. Venue : Celeial Banquets, B-47, Paramount, New Link Road, Oshiwara, Andheri (We), Mumbai % of votes in favour on votes polled % of votes again on votes polled b. c. Financial Calendar (1 April, 2017 to 31 March, 2018) Date of Book Closure Tentative Dates i) Fir Quarter Results - On 14 September, 2017 ii) Second Quarter Results On or before 14 December, 2017 iii) Third Quarter Results - On or before 14 February, 2018 iv) Four Quarter / Yearly Results - On or before 30 May 2018 (Audited Results) Tuesday, 19 September, 2017 to Monday, 25 September, 2017 (bo days inclusive) 54

57 TH 10 ANNUAL REPORT d. e. f. Cut-off date for e-voting Date of Dividend payment/dispatch Liing on Stock Exchanges The e-voting /voting rights of e shareholders/beneficial owners shall be reckoned on e equity shares held by em as on e Cut-off Date i.e. Monday, 18 September, Not Applicable BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Scrip Code: National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E),Mumbai Symbol: TVVISION The Equity Shares of e Company were lied on e Stock Exchange for trading wi effect from 15 September, The Company has duly paid e Initial Liing fees. g. h. i. j. k. ISIN and CIN Dematerialization of shares and liquidity Regirar and Share Transfer Agent Outanding ADRs, GDRs or any convertible inruments, conversion date and impact on Equity Commodity price risk or foreign exchange risk and hedging activities l. Share Transfer Syem: ISIN: INE871L01013 CIN: L64200MH2007PLC About 99.86% of e Equity Shares of e Company are been dematerialized as on 31 March, M/s. Sharex Dynamic (India) Private Limited Unit No. 1, Lura Indurial Eate, Safed Pool, Andheri Kurla Road, Andheri (Ea), Mumbai Tel.: / , Fax: sharexindia@vsnl.com,website: The Company has not issued any ADRs, GDRs or any convertible inruments Not Applicable All shares sent for transfer in physical form are regiered by e Company s Regirar and Share Transfer Agents wiin e prescribed time, if e documents are found in order. Shares under objection are returned wiin e prescribed time limit. All reques for dematerialization of shares are promptly processed and confirmation is given to e respective depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) wiin 21 days. m. Market Price Data The monly high and low quotations of closing prices of shares traded on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) during each mon in Financial Year are as follows: Mon BSE Limited National Stock Exchange of India Limited High Price ( `)* Price ( `)** Low High Sep Oct Nov Dec Jan Feb Mar Low *Source: **Source: 55

58 n. Performance in comparison to SENSEX The performance of e Company s Equity Shares relative to e BSE Sensitive Index (BSE Sensex) is given in e chart below: Company Performance BSE Sensex o. Diribution of Shareholding: The shareholding diribution of e equity shares as on 31 March, 2017 is given below: Shareholding by Nominal Value 1 to , to to to to to to and above TOTAL Number of % of total number Nominal Value % of Total Nominal shareholders of shareholders Shares ( in ` ) Value of shares , ,72,990 18,16,650 13,40,220 10,07,330 6,53,530 6,03,240 12,62,760 33,63,88,280 34,94,45, p. Shareholding Pattern as on 31 March, 2017: Sr. No. Category Total no. of shares held (of ` 10/- each) % of total Shareholdings 1 Promoters & Promoter Group 1,59,93, Mutual Funds / UTI Financial Initutions / Banks Insurance Companies 2,02, Foreign Initutional Inveors 3, Bodies Corporate 1,44,13, Individuals 41,91, Non Resident Indians 11, Clearing Members 1,28, Total 3,49,44,

59 TH 10 ANNUAL REPORT q. Address for correspondence: For any assiance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt of dividend or any oer query relating to shares, e inveor can write to Regirar and Share Transfer Agent (address mentioned at point (i)) or: Company Secretary & Compliance Officer 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Tel. No.: , Fax No.: cs@tvvision.in,website: OTHER DISCLOSURES: a) Related Party Transactions: There were no materially significant transactions wi related parties, pecuniary transactions or relationship between e Company and its Directors during e financial year ended 31 March, 2017, at may have potential conflict wi e intere of e Company at large. The transactions wi e related parties, as per e requirements of e Accounting Standard (AS) 18, are disclosed in e Notes to Accounts, forming part of is Annual Report. The policy on Related Party Transactions is available on Company s website at b) Compliance relating to Capital Markets: There were no inances of non-compliance by e Company on any matter related to e capital markets, resulting in disciplinary action again e Company by e Stock Exchanges or Securities and Exchange Board of India (SEBI) or any oer atutory auority, during e la years. c) Vigil Mechanism / While Blower Policy: Wi e rapid expansion of business, various risks associated wi e business have also increased certain considerably, certain risks identified are e risk of fraud, misconduct and uneical behavior. To ensure fraudfree work and eical environment, e Company has laid down a Vigil Mechanism / While Blower Policy in line wi e provisions of Section 177 of e Act and Regulation 22 of e Liing Regulations, by which e Company provides a platform to all e employees, vendors and cuomers to report any suspected or confirmed incident of fraud, misconduct, uneical behavior, etc. rough any of e following reporting protocols: VP-Finance and Accounts & CFO : Mr. Anand Shroff cs@tvvision.in Contact : / Fax Number : Written Communication to : 4 Floor, Adhikari Chambers, Oberoi Complex, Andheri (We), Mumbai The mechanism also provides for adequate safeguards again victimization of employees who can avail of e mechanism and direct access to e Chairman of e Audit Committee is also made available in exceptional cases. Vigil Mechanism/While Blower Policy is also available on e website of e Company at We affirm at during e Financial Year , no personnel were denied access to e Audit Committee. d) Disclosure of accounting treatment: In e preparation of financial atements, e Company has followed e Accounting Standards issued by e Initute of Chartered Accountants of India to e extent applicable. e) Disclosure of Risk Management: The Company has adopted e Risk Management Policy which includes procedure to inform Board members about e risk assessment and minimization procedures, which is periodically reviewed by e Audit Committee and e Board. f) CEO / CFO Certification: As required under Regulation 17(8) of e Liing Regulations, a certificate from Mr. Markand Adhikari, Managing Director and Mr. Anand Shroff, Vice President - Finance & Accounts and Chief Financial Officer of e Company certifying at e financial atements do not contain any materially untrue atement and ese atements represent a true and fair view of e Company s affairs, was placed before e Board. 57

60 g) Subsidiary Companies: As on 31 March, 2017, e Company had 3 (Three) Subsidiary Companies and 1(One) Associate Company as given below: a) UBJ Broadcaing Private Limited b) MPCR Broadcaing Service Private Limited Subsidiary Companies c) HHP Broadcaing Services Private Limited d) Krishna Showbiz Services Private Limited - Associate Company As required under Regulation 16(1)(c) of e Liing Regulations, e Company has adopted a Policy for Determining Material Subsidiaries, which is available on Company s website at The Company does not have any Material Subsidiary as per e norms prescribed under Regulation 16 of e Liing Regulations. h) Details of Compliance wi Mandatory and Non-Mandatory Requirements under Liing Regulations: The Company has complied wi all mandatory requirements under Regulation 27 of e Liing Regulations. The atus of compliance wi non-mandatory recommendations under Regulation 27 of e Liing Regulations is provided below: Audit Qualification: The Auditors Report on Financial Statements for e year ended 31 March, 2017 does not contain any qualification. There are separate pos of Chairman, Managing Director & Chief Executive Officer. } i) Disclosure of Compliance wi Corporate Governance : The Company has complied wi all e Corporate Governance requirements as specified under Regulations 17 to 27 and Clauses (b) to (i) of Sub Regulation (2) of Regulation 46 of e Liing Regulations, to e extent applicable. DECLARATION REGARDING COMPLIANCE OF CODE OF CONDUCT I, Markand Adhikari, Managing Director of e Company hereby declare at e Board Members and Senior Management Personnel have affirmed compliance wi Code of Conduct of e Company during e financial year Place: Mumbai nd Date: 22 Augu, 2017 Markand Adhikari Managing Director DIN:

61 TH 10 ANNUAL REPORT AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE To The Members, TV Vision Limited 1. We have examined e records concerning Compliance of e conditions of Corporate Governance by TV Vision Limited ( e Company ), for e year ended 31 March, 2017, as ipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 ( e Liing Regulations ). 2. The compliance of conditions of Corporate Governance is responsibility of e Management. Our examination was limited to e procedures and implementation ereof, adopted by e Company for ensuring e compliance of e conditions of Corporate Governance. It is neier an audit nor an expression of e opinion on e financial atements of e Company. 3. We have examined e relevant records of e Company in accordance wi e Generally Accepted Auditing Standards in India, to e extent relevant and as per e Guidance Note on Certification of Corporate Governance issued by e Initute of Chartered Accountants of India. 4. On e basis of relevant records and documents maintained and furnished to us and e information and explanations given to us by e Company's Management, to e be of our knowledge and belief, we certify at e Company has complied wi e conditions of Corporate Governance as ipulated in Regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C and D of Schedule V of e Liing Regulations for e year ended 31 March, We furer ate at such compliance is neier an assurance as to e viability of e Company nor as to e efficiency or effectiveness wi which e Management has conducted e affairs of e Company. For A. R. SODHA & Co. Chartered Accountants (FRN W) A.R. Sodha Partner M. No Place: Mumbai nd Date: 22 Augu,

62 INDEPENDENT AUDITORS REPORT To, The Members, TV Vision Limited Report on e Standalone Financial Statements We have audited e accompanying andalone financial atements of TV Vision Limited ( e Company ), which comprise e Balance Sheet as at 31 March, 2017 e Statement of Profit and Loss, e Cash Flow Statement for e year en ended, and a summary of e significant accounting policies and oer explanatory information. Management s Responsibility for e Standalone Financial Statements The Company s Board of Directors are responsible for e matters ated in Section 134(5) of e Companies Act, 2013 ( e Act ) wi respect to e preparation of ese financial atements at give a true and fair view of e financial position, financial performance and cash flows of e Company in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding e assets of e Company and for preventing and detecting frauds and oer irregularities; selection and application of appropriate accounting policies; making judgments and eimates at are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on ese financial atements based on our audit. We have taken into account e provisions of e Act, e accounting and auditing andards and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ere under. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e financial atements. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Company s preparation of e financial atements at give a true and fair view in order to design audit procedures at are appropriate in e circumances. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting eimates made by e Company s Directors, as well as evaluating e overall presentation of e financial atements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e financial atements. Opinion In our opinion and to e be of our information and according to e explanations given to us, e aforesaid financial atements give e information required by e Act in e manner so required and give a true and fair view in conformity wi e accounting principles generally accepted in India, of e ate of affairs of e Company as at 31 March, 2017 and its profit and its cash flows for e year ended on at date. 60

63 TH 10 ANNUAL REPORT Report on Oer Legal and Regulatory Requirements As required by e Companies (Auditor s Report) Order, 2016, issued by e Central Government of India in terms of sub-section (11) of e section 143 of e Companies Act, 2013, we give in Annexure A, a atement on e matters specified in paragraphs 3 and 4 of e Order, to e extent applicable. As required by Section 143 (3) of e Act, we report at: a) We have sought and obtained all e information and explanations which to e be of our knowledge and belief were necessary for e purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by e Company so far as it appears from our examination of ose books. c) The Balance Sheet, e Statement of Profit and Loss, and e Cash Flow Statement dealt wi by is Report are in agreement wi e books of account. d) In our opinion, e aforesaid financial atements comply wi e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, e) In our opinion, ere are no observations or comments on e financial transactions, which may have an adverse effect on e functioning of e company. f) On e basis of e written representations received from e directors as on 31 March, 2017 taken on record by e Board of Directors, none of e directors is disqualified as on 31 March, 2017 from being appointed as a director in terms of Section 164 (2) of e Act. g) Report on e Internal Financial Controls under Clause (1) of Sub-section 3 of Section 143 of e Companies Act, 2013( e Act ) is enclosed as Annexure B to is report. h) Wi respect to e oer matters to be included in e Auditor s Report in accordance wi Rule 11 of e Companies (Audit and Auditors) Rules, 2016, in our opinion and to e be of our information and according to e explanations given to us: i. The Company has disclosed e impact of pending litigations on its financial position in its financial atements. Refer Note 30 to e financial atements. ii. iii. According to information and explanation given to us, e Company has not entered into any long-term contracts including derivative contracts. According to e information and explanation given to us, e Company is not required to transfer any amount to Inveor Education and Protection Fund. For A. R. Sodha & Co. Chartered Accountants FRN W A. R. Sodha Partner M. No Place : Mumbai Date : 29 May,

64 ANNEXURE A TO INDEPENDENT AUDITORS REPORT On e basis of such checks as we considered appropriate and in terms of information and explanations given to us, we ate at: 1. a. The Company has generally maintained proper records of fixed assets showing full particulars, including quantitative details and situation of fixed assets. b. According to information given to us, fixed assets have been physically verified by e management at reasonable intervals and no material discrepancy was noticed on such verification. c. According to e information and explanation given to us and on e basis of records furnished before us, e company does not have any immovable property and accordingly Clause 3 (i)(c) of Companies (Auditor s Report) Order, 2016 is not applicable. 2. The Company is not having inventory of material amount at any time during e year. Hence e matters specified in Clause 3(ii) of Companies (Auditor s Report) order, 2016 have not been reported. 3. According to e information and explanation given to us and e records of e company examined by us, e company has not granted unsecured loans to any party covered in e regier maintained under section 189 of e Companies Act, Accordingly, Clause 3(iii) (a), (b) and (c) of Companies (Auditor s Report) Order, 2016 are not applicable. 4. In our opinion and according to e information and explanation given to us, provisions of section 186 of e Act in respect of loans and guarantees given and invements made have been complied wi by e Company. In our opinion and according to e information and explanations given to us, e Company has not advanced any loans to persons covered under e provisions of Section 185 or granted securities under Section 186 of e Act. 5. The company has not accepted deposits form e public wiin e meaning of sections 73 to 76 or any oer relevant provisions of e Companies Act and e rules framed ere under. Accordingly Clause 3(v) of Companies (Auditor s Report) Order, 2016 is not applicable. 6. We have broadly reviewed e co records maintained by e Company pursuant to e Companies (Co Records and Audit) Rules, 2014 prescribed by e Central Government under Section 148(1) of e Companies Act, 2013 and are of e opinion at, prima facie, e prescribed accounts and co records have been maintained. We have, however, not made a detailed examination of e co records wi a view to determine wheer ey are accurate or complete. 7. a. The company is generally regular in depositing undisputed atutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Cess and any oer atutory dues except delays in e payment of TDS and Service Tax. No undisputed atutory dues as ated above is outanding as at 31 March for more an six mons from e date ey become payable. b. According to information and explanation given to us, ere are no disputed atutory dues relating to Income Tax, Sales Tax, Service Tax, Cuom Duty, Excise Duty, Cess, or any oer atute except as ated below: Name of atute Nature of dues Year(s) to which it pertains *Refer Note 30 of Financial Statements Amount Not Paid (` in Lacs) Income Tax Act,1961 Income Tax Demand A.Y * Forum where dispute is pending 1 Appellate Auority 8. According to e records of e company examined by us and e information and explanations given to us, e company has generally delayed e repayment of dues to banks. As at e Balance Sheet date, principal and intere for e mon of February and March, 2017 were outanding. 9. According to information and explanation given to us and records examined by us, e company has not raised any money by way of public offers and e term loan raised during e year has been applied for e purpose for which ey have been obtained. 62

65 TH 10 ANNUAL REPORT During e course of our examination of e books and records of e company, carried out in accordance wi generally accepted auditing practices in India, and according to e information and explanation given to us, we have neier come across any inance of fraud on or by e company noticed or reported by its officers or employees during e year nor we have been informed of such inances by e management. 11. According to e information and explanations given to us and based on our examination of e records of e Company, e Company has paid/provided managerial remuneration in accordance wi e requisite approvals mandated by e provisions of e Section 197 read wi Schedule V of e Companies Act, In our opinion and according to e information and explanations given to us, e Company is not a Nidhi Company. According e clause 3(xii) of Companies (Auditor s Report) Order, 2016 is not applicable. 13. According to e information and explanation provided to us and based on our examination of e records of e Company, e transaction wi e related parties are in compliance wi section 177 and 188 of Companies Act, 2013 where applicable and e details of such transactions have been disclosed in financial atements as required by e applicable Accounting Standards. 14. According to e information and explanation provide to us and based on our examination of e records of e company, e company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during e year. Accordingly e clause 3(xiv) of e Companies (Auditor s Report) Order, 2016 is not applicable. 15. According to e information and explanation provided to us and based on our examination of e records of e Company, e Company has not entered into any non-cash transaction wi directors or persons connected wi him. Accordingly clause 3(xv) of e Companies (Auditor Report) Order, 2016 is not applicable. 16. The company is not required to be regiered under section 45-IA of e Reserve Bank of India Act, For A. R. SODHA & Co. Chartered Accountant FRN W A. R. Sodha Partner M. No Place: Mumbai Date: 29 May,

66 ANNEXURE B TO INDEPENDENT AUDITORS REPORT Report on e Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of e Companies Act, 2013 ( e Act ) We have audited e internal financial controls over financial reporting of TV Vision Limited ( e Company ) as of March 31, 2017 in conjunction wi our audit of e andalone financial atements of e Company for e year ended on at date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for eablishing and maintaining internal financial controls based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by e Initute of Chartered Accountants of India ( ICAI ). These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to company s policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditors Responsibility Our responsibility is to express an opinion on e Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (e Guidance Note ) and e Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of e Companies Act, 2013, to e extent applicable to an audit of internal financial controls, bo applicable to an audit of Internal Financial Controls and, bo issued by e Initute of Chartered Accountants of India. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was eablished and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls syem over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an underanding of internal financial controls over financial reporting, assessing e risk at a material weakness exis, and teing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e Company s internal financial controls syem over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial atements for external purposes in accordance wi generally accepted accounting principles. A company's internal financial control over financial reporting includes ose policies and procedures at (1) pertain to e maintenance of records at, in reasonable detail, accurately and fairly reflect e transactions and dispositions of e assets of e company; (2) provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial atements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorizations of management and directors of e company; and (3) provide reasonable assurance regarding prevention or timely detection of unauorized acquisition, use, or disposition of e company's assets at could have a material effect on e financial atements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk 64

67 TH 10 ANNUAL REPORT at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, e Company has, in all material respects, an adequate internal financial controls syem over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e ICAI. For A.R. Sodha & Co. Chartered Accountants FRN W A.R. Sodha Partner M No Place: Mumbai Date: 29 May,

68 ST STANDALONE BALANCE SHEET AS AT 31 MARCH 2017 Particulars Notes As at As at 31 March, March, 2016 ( ` ) ( `) EQUITY AND LIABILITIES Shareholder's Funds Share Capital 2 349,545, ,545,000 Reserves & Surplus 3 871,016, ,630,577 1,220,561,614 1,138,175,577 Non-Current Liabilities Long - Term Borrowings 4 1,049,978, ,060,260 Long - Term Provisions 5 5,563,439 2,720,066 1,055,542, ,780,326 Current Liabilities Trade Payables 6 205,790, ,805,305 Oer Current Liabilities 7 196,777, ,267,814 Short - Term Provisions 8 73,559,797 68,506, ,128, ,579,880 2,752,231,792 2,066,535,783 ASSETS Non-Current Assets Fixed Assets 9 Property, Plant and Equipment 12,489,058 14,597,323 Intangible Assets 1,314,231, ,987,127 Intangible Assets under Development 292,361,906-1,619,082, ,584,450 Non - Current Invement ,200, ,200,000 Deferred Tax Assets (Net) 11 57,674,609 96,961,157 Long - Term Loans and Advances 12 51,922, ,645,419 Current Assets Trade Receivables ,928, ,752,370 Cash and Bank Balances 14 20,508,693 16,596,140 Short - Term Loan & Advances ,957, ,325,629 Oer Current Assets ,957,300 98,470, ,352, ,144,754 2,752,231,792 2,066,535,783 Significant Accounting Policies 1 The accompanying notes form an integral part of e Standalone Financial Statements. As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 66

69 TH 10 ANNUAL REPORT ST STATEMENT OF STANDALONE PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2017 Particulars Notes For The Year Ended 31 March, 2017 For The Year Ended 31 March, 2016 ( ` ) ( `) INCOME Revenue form Operations Sales 1,755,930, ,765,931 Oer Income 17 12, ,734 Total 1,755,942, ,867,665 EXPENSES Operational Co 18 1,078,498, ,649,371 Employee Benefit Expenses 19 70,397,337 42,017,349 Oer Expenses ,067,264 69,124,951 Finance Co ,866,972 39,840,676 Depreciation 9 211,440, ,217,528 Total 1,634,270, ,849,875 Profit Before Tax 121,672,586 68,017,790 Tax Expenses Current Tax 25,966,877 13,608,829 MAT Credit Entitlement (25,966,877) (13,608,829) Deferred Tax 39,286,549 22,911,158 39,286,549 22,911,158 Profit/(Loss) After Tax 82,386,037 45,106,632 Earnings per Share (Basic & Diluted) (Refer Note 24) Significant Accounting Policies 1 The accompanying notes form an integral part of e Standalone Financial Statements. As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 67

70 ST CASH FLOW STATEMENT FOR THE YEAR ENDED AS AT 31 MARCH 2017 Particulars A For The Year Ended 31 March, 2017 (`) For The Year Ended 31 March, 2016 (`) Cash Flow from Operating Activities: Profit/(Loss) Before Tax as per Statement of Profit and Loss 121,672,586 68,017,790 Adjument for: Depreciation 211,440, ,217,528 Loss on Sale of Fixed Asset - 153,960 Finance Cos 171,866,972 39,840,676 Operating Profit/(Loss) before Working Capital Changes 504,979, ,229,954 Adjument for Changes in Working Capital: (Increase) / Decrease in Trade Receivables (58,176,599) (182,016,650) (Increase) / Decrease in Long-Term and Short-Term Loans & Advances and Oer Current and Non- Current Assets 134,571,117 (415,874,140) Add: Increase in Net Working Capital pursuant to demerger of Broadcaing Division - 374,143,850 Increase / (Decrease) in Current and Non-Current Liabilities (44,797,740) 200,281,199 Cash generated from Operations 536,576, ,764,214 Direct Taxes Paid (10,945,971) (12,332,009) Net Cash generated from Operating Activities 525,630, ,432,205 B C Cash Flow from Inveing Activities: Addition to Fixed Assets (967,937,673) (7,324,182) Sale of Fixed Assets - 145,000 Invement in Subsidiaries (15,000,000) - Net Cash (used in) Inveing Activities (982,937,673) (7,179,182) Cash Flow from Financing Activities: Proceeds from Long -Term Borrowings 1,000,000, ,451 Repayment of Long-Term Borrowings (366,913,195) (196,783,705) Increase/(Decrease) in Short -Term Borrowings - 68,901,126 Outflow of Finance Co (171,866,972) (46,475,128) Net Cash (used in)/ generated from Financing Activities 461,219,833 (173,659,256) Net Increase/(Decrease) in Cash and Cash Equivalents 3,912,553 7,593,766 Opening Balance of Cash and Cash Equivalents 16,596,140 9,002,373 Closing Balance of Cash and Cash Equivalents 20,508,693 16,596,140 As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer

71 TH 10 ANNUAL REPORT NOTES TO STANDALONE FINANCIAL STATEMENTS 1 Significant Accounting Policies 1.1 General The financial atements of e Company have been prepared in accordance wi e Generally Accepted Accounting Principles in India (Indian GAAP) and e Accounting Standards notified under e relevant provisions of e Companies Act, The financial atements have been prepared on accrual basis under e hiorical co convention. The accounting policies adopted in e preparation of e financial atements are consient wi ose followed in e previous year. 1.2 Use of Eimates The preparation of e financial atements in conformity wi Indian GAAP requires e Management to make eimates and assumptions considered in e reported amounts of assets and liabilities (including contingent liabilities) and e reported income and expenses during e year. The Management believes at e eimates used in preparation of e financial atements are prudent and reasonable. Future results could differ due to ese eimates and e differences between e actual results and e eimates are recognised in e periods in which e results are known / materialise. 1.3 Provisions, Contingent Liabilities and Contingent Assets A provision is recognized when e company has a present obligation as a result of pa event and it is probable at an outflow of resources will be required to settle e obligation, in respect of which a reliable eimate can be made. Provisions are not discounted to its present value and are determined based on be eimate to settle e obligation at e balance sheet date. These provisions are reviewed at each balance sheet date and adjued to affect e current be eimates. Contingent liabilities are not recognized but are disclosed in e notes. Contingent Assets are neier recognized nor disclosed in e financial atements. 1.4 Fixed Assets Property, Plant and Equipment Property, Plant and Equipment are ated at co of acquisition as reduced by accumulated depreciation and impairment losses, if any. Acquisition co comprises of e purchase price and attributable co incurred for bringing e asset to its working condition for its intended use. Intangible Fixed Assets Intangible Fixed Assets are carried at co less accumulated amortisation and impairment losses, if any. The Co of intangible assets comprises of co of purchase, production co and any attributable expenditure for making e asset ready for its intended use. Capital Work in Progress Capital work in progress are assets at are not yet ready for eir intended use which comprises co of purchase, production co and related attributable expenditures. 1.5 Depreciation/Amortisation Property, Plant and Equipment Depreciation on Property, Plant and Equipment has been provided based on e useful life of e asset and in e manner as prescribed in Schedule II to e Companies Act, Improvement to Lease Assets is amortised over a balance period of lease on raight line basis. Depreciation on decoders is provided 100% in e year of purchase or in e year which Company arts commercial operations of respective channel, whichever is later. Intangible Fixed Assets Business and Commercial Rights having perpetual ownership are amortized 10% in e year of purchase/production or in e year in which Company arts commercial operations of respective channel, whichever is later and remaining 90% are amortized in subsequent nine years on a raight line basis. Business and Commercial Rights wi limited period ownership are amortised on raight line basis. If e management anticipates at ere will not be any future economic 69

72 NOTES TO STANDALONE FINANCIAL STATEMENTS benefit from particular rights en same is amortised fully in e year of such anticipation. Channel Development co is amortized on raight line basis over a period of ten years on time proportionate basis. Computer Softwares are amortized on raight line basis over a period of 3 years on time proportionate basis. 1.6 Borrowing Co Borrowing cos directly attributable to development of qualifying asset are capitalized till e date e qualifying asset is ready for put to use for its intended purpose. Oer Borrowing cos are recognized as expense and charged to profit & loss account. 1.7 Revenue Recognition Revenue from advertisements is recognised on teleca basis and revenue from sale of program/content rights is recognised when e relevant program/content is delivered. 1.8 Foreign Currency Transaction Initial Recognition Foreign currency transactions are recorded in e reporting currency i.e. rupee value, by applying e exchange rate, between e reporting currency and e foreign currency, to e foreign currency amount at e date of e transaction. Conversion Foreign currency monetary items are reported using e closing rate. Non-monetary items which are carried in terms of hiorical co denominated in a foreign currency are reported using e exchange rate at e date of e transaction. Exchange Differences Exchange differences arising on e settlement of monetary items or conversion of monetary items at balance sheet date are recognised as income or expenses. 1.9 Invements Long term invements are carried at co less provision for diminution, oer an temporary, in e value of such invements. Current invements are carried at lower of co and fair value. Co of invement includes acquisition charges such as brokerage, fee and duties Employee Benefits Defined Contribution Plan Payments to defined contribution plan are charged to profit & loss account when contributions to respective funds are due. Defined Benefit Plan Long Term Employee benefits for Defined benefit schemes, such as leave encashment and gratuity, are provided on e basis of actuary valuation taken at e end of each year. Oer short term employee benefits are charged to profit & loss account on accrual basis Leases Operating Lease expenses are charged to profit and loss account on accrual basis Taxes on Income 70 Current Tax provision is made based on e tax liability computed after considering tax allowances and exemptions at e balance sheet date as per Income Tax Act, Deferred tax reflects e impact of current year timing differences between taxable income and accounting income for e year and reversal of timing differences of earlier years. Deferred tax is measured based on e tax rates and e tax laws enacted or subantively enacted at e balance sheet date. Deferred tax asset is recognized only to e extent at ere is reasonable certainty at sufficient future taxable income

73 TH 10 ANNUAL REPORT NOTES TO STANDALONE FINANCIAL STATEMENTS will be available again which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if ere is virtual certainty at such deferred tax assets can be realized again future taxable profits. The carrying amount of Deferred Tax Assets are reviewed at each balance sheet date and written down or written up, to reflect e amount at is reasonably or virtually certain, as e case may be, to be realized Earnings Per Share Basic earnings per share is calculated by dividing e net profit or loss for e period attributable to equity shareholders by e weighted average number of equity shares outanding during e period. Dilutive earnings per share is computed and disclosed using e weighted average number of equity and dilutive equity equivalent shares outanding during e year, except when e result would be anti-dilutive Impairment of Assets The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exis, e recoverable amount of such assets is eimated and impairment is recognised, if e carrying amount of ese assets exceeds eir recoverable amount. The recoverable amount is e greater of e net selling price and eir value in use. Value in use is arrived at by discounting e future cash flows to eir present value based on an appropriate discount factor. When ere is indication at an impairment loss recognised for an asset in earlier accounting periods no longer exis or may have decreased, such reversal of impairment loss is recognised in e Statement of Profit and Loss, except in case of revalued assets. Terms and Rights attached to Equity Shares: As at As at 31 March, March, 2016 ( ` ) ( `) The Company has only one class of Equity Shares having a par value of ` 10/-. Each holder of Equity Shares is entitled to one vote per share. The reconciliation of e number of Equity Shares outanding and e amount of Equity Share Capital as at 31 March, 2017 is set out below: Particulars Particulars 2 Share Capital Auorized Capital 54,990,000 (P.Y. 54,990,000) Equity Shares of ` 10/- each 549,900, ,900,000 10,000 (P.Y. 10,000) Preference Shares of `10/- each 100, ,000 Total 550,000, ,000,000 Issued, Subscribed and Paid-Up Capital 34,944,500 (P.Y. 34,944,500) Equity Shares of ` 10/- each fully paid-up 349,445, ,445,000 10,000 (P.Y 10,000) 0.01% Non-Convertible Non-Cumulative 100, ,000 Redeemable Preference Shares of ` 10/- each fully paid-up Total 349,545, ,545,000 As at 31 March, 2017 As at 31 March, 2016 Numbers ` Numbers ` At e beginning of e Year 34,944, ,445,000 26,375, ,750,000 Less:- Cancelled as per Scheme - - (26,375,000) (263,750,000) Add:- Issued During e Year ,944, ,445,000 Outanding at e end of e Year 34,944, ,445,000 34,944, ,445,000 71

74 NOTES TO STANDALONE FINANCIAL STATEMENTS The details of shareholder holding more an 5% Equity Shares as at 31 March, 2017 is set out below: Name of e shareholder As at 31 March, 2017 As at 31 March, 2016 Numbers % Numbers % Markand Navnitlal Adhikari 5,496, % 3,996, % Gautam Navnitlal Adhikari 4,193, % 4,193, % Assent Trading Pvt. Ltd. 3,395, % 3,377, % Inayata Conructions Pvt. Ltd. 3,120, % 3,098, % Kalash Trading And Invement Pvt. Ltd. 2,522, % 2,520, % Prime Global Media Pvt.Ltd. 2,501, % 2,501, % Global Showbiz Pvt.Ltd. 2,500, % 2,500, % Aranav Trading And Invement Pvt. Ltd. 2,318, % 2,318, % Keynote Enterprises Pvt. Ltd. 2,142, % 2,142, % Terms and Rights attached to Preference Shares The Company has one class of Preference Shares having a par value of ` 10/- per share. These shares do not have any voting rights. These shares are non-cumulative, non-convertible, non-participating and are carrying 0.01% per annum rate of dividend. These shares are redeemable at par and e redemption would be at e discretion of Board of Directors of e Company any time after e 7 Anniversary but not later an 10 Anniversary. The reconciliation of e number of Preference Shares outanding and e amount of Preference Share Capital as at 31 March, 2017 is set out below: Particulars As at 31 March, 2017 As at 31 March, 2016 Numbers ` Numbers ` At e beginning of e Year 10, , Add:- Issued During e Year , ,000 Outanding at e end of e Year 10, ,000 10, ,000 The details of shareholder holding more an 5% Preference Shares as at March 31, 2017 is set out below: Particulars As at 31 March, 2017 Numbers % Numbers As at 31 March, 2016 Markand Adhikari 9, , % 72

75 TH 10 ANNUAL REPORT NOTES TO STANDALONE FINANCIAL STATEMENTS Particulars As at 31 March, 2017 As at 31 March, 2016 ( ` ) ( `) 3 Reserves & Surplus Security Premium Account Opening Balance 188,430, ,430, ,430, ,430,123 Capital Reserves Opening Balance 698,747,833 - Add: Addition as per scheme - 698,747, ,747, ,747,833 Surplus/(Deficit) as per e atement of Profit and Loss Opening Balance (98,547,379) (143,654,011) Profit/(Loss) for e year 82,386,037 45,106,632 Net Surplus/(Deficit) in e atement of Profit and Loss (16,161,342) (98,547,379) Total 871,016, ,630,577 4 Long - Term Borrowings Secured Term Loans From Bank 1,213,225, ,000,000 Less : Current Maturity (Included in Oer Current Liabilities) 163,653, ,500,000 Total 1,049,571, ,500,000 Vehicle Loan 560, ,451 Less : Current Maturity (Included in Oer Current Liabilities) 153, ,191 Total 407, ,260 The above term loan is secured by way of negative lien on programme rights, hypoecation of present and future receivables and oer current assets. Furer, e loan is guranteed by personal guarantee of promoter directors and corporate guarantee of erwhile holding company and also collaterally secured by assets belonging to erwhile holding company and promoter directors. These term loans are repayable on monly inallment basis spreading upto F.Y and rate of intere for e loan is Base Rate + 3.0% to 5.25%. 5 Long - Term Provisions Provision for Employee Benefits Provision for Compensated Absences 2,952,903 1,384,042 Provision for Gratuity 2,610,536 1,336,024 Total 5,563,439 2,720,066 73

76 NOTES TO STANDALONE FINANCIAL STATEMENTS Particulars As at 31 March, 2017 As at 31 March, 2016 ( ` ) ( `) 6 Trade Payables Oer an Acceptances 205,790, ,805,305 Total 205,790, ,805,305 7 Oer Current Liabilities Current Maturities of Long - Term Borrowings 163,806, ,638,191 Oer Payables 32,970,781 17,629,623 Total 196,777, ,267,814 8 Short - Term Provisions Provision for Tax 16,297,726 1,276,820 Provision for Expenses 57,262,071 67,229,941 Total 73,559,797 68,506,761 74

77 TH 10 ANNUAL REPORT NOTES TO STANDALONE FINANCIAL STATEMENTS 9 Fixed Assets ( ` ) Sr. No. Particulars GROSS BLOCK DEPRECIATION NET BLOCK As at Additions Deductions As at As at For Adjument As at As at As at e year Property, Plant and Equipment : 1 Computer 3,505,777 1,046,552-4,552,329 2,267, ,310-3,002,026 1,550,303 1,238,061 2 Motor Car 1,749, ,749, , , ,862 1,122,541 1,318,389 3 Plant & Machinery 18,371,187 98,165-18,469,352 6,330,279 2,322,859-8,653,138 9,816,214 12,040,908 4 Improvement to Lease Assets 3,160, ,160,762 3,160, ,160, Decoder 17,747, ,747,141 17,747, ,747, Sub-Total (A) 44,534,270 1,144,717-45,678,987 29,936,912 3,253,017-33,189,929 12,489,058 14,597,358 Previous Year 36,176,563 9,084, ,293 44,534,270 21,650,813 8,713, ,333 29,936,921 14,597,358 - Intangible Assets : 6 Business & Commercial Rights 1,338,350, ,431,050-2,012,781, ,750, ,963, ,714,651 1,212,066, ,599,619 7 Channel Devlopment Co 252,231, ,231, ,843,474 25,223, ,066, ,164, ,387,532 8 Software 22,314, ,314,323 22,314, ,314, Sub-Total (B) 1,612,895, ,431,050-2,287,326, ,908, ,186, ,095,549 1,314,231, ,987,151 Previous Year 521,990,076 1,090,905,601-1,612,895, ,496, ,412, ,908, ,987,151-9 Intangible Assets under Development (C) - 292,361, ,361, ,361,906 - Total (A) + (B) + (C) 1,657,429, ,937,673-2,625,367, ,845, ,440,017-1,006,285,478 1,619,082, ,584,509 75

78 NOTES TO STANDALONE FINANCIAL STATEMENTS Particulars As at 31 March, 2017 As at 31 March, 2016 ( ` ) ( `) 10 Non - Current Invement In Subsidiaries, Unquoted : HHP Broadcaing Services Private Limited (Extent of Holding - 100%) 5,000,000 5,000, ,000 (P.Y. 500,000) Equity Shares of ` 10/- each MPCR Broadcaing Service Private Limited (Extent of Holding - 100%) 5,000,000 5,000, ,000 (P.Y. 500,000) Equity Shares of ` 10/- each UBJ Broadcaing Private Limited (Extent of Holding - 100%) 20,000,000 5,000,000 2,000,000 (P.Y. 500,000) Equity Shares of ` 10/- each In Associates, Unquoted : Krishna Showbiz Services Private Limited (Extent of Holding - 48%) 301,200, ,200,000 21,384,000 (P.Y 21,384,000) Equity Shares of `10 each Total 331,200, ,200, Deferred Tax Assets (Net) Deferred Tax Assets 152,196, ,625,270 Less: Deferred Tax Liabilities 94,521,795 90,664,114 Total 57,674,609 96,961, Long - Term Loans and Advances (Unsecured, Considered Good) MAT Credit Entitlement 42,044,596 16,077,719 Advances & Deposits 9,877, ,567,700 Total 51,922, ,645, Trade Receivables (Unsecured) Over Six Mons Considered Good 24,970,657 3,678,358 Oers Considered Good 301,958, ,074,012 Total 326,928, ,752, Cash and Bank Balances Cash and Cash Equivalents Cash-in-Hand 161,433 57,556 Balances wi Banks - In Current Accounts 20,347,260 16,538,584 Total 20,508,693 16,596, Short - Term Loans and Advances (Unsecured, Considered Good) Advances recoverable in Cash or Kind 230,957, ,325,629 Total 230,957, ,325,629 76

79 TH 10 ANNUAL REPORT NOTES TO STANDALONE FINANCIAL STATEMENTS Particulars As at 31 March, 2017 As at 31 March, 2016 ( ` ) ( `) 16 Oer Current Assets Prepaid Expenses 113,957,300 94,730,220 Oer Receivables - 3,740,395 Total 113,957,300 98,470,615 Particulars For The Year Ended For The Year Ended 31 March, March, 2016 ( ` ) ( `) 17 Oer Income Miscellaneous Income 12, ,734 Total 12, , Operational Co Co of Production & Purchase 597,309, ,963,143 Diribution & Teleca Expenses 481,189, ,686,228 Total 1,078,498, ,649, Employee Benefit Expenses Salary and Allowances 63,357,798 36,267,486 Director's Remuneration 3,600,000 3,600,000 Contribution to Provident Fund and Oer Funds 2,028,037 1,367,112 Staff Welfare Expenses 1,411, ,751 Total 70,397,337 42,017, Oers Expenses Communication Expenses 2,728,867 2,357,414 Rent, Rates & Taxes 2,590,271 2,503,843 Repairs & Maintenance 4,747,196 4,485,211 Insurance Charges 4,244,415 52,998 Legal & Professional Charges 26,580,620 14,086,686 Printing & Stationery 1,218, ,005 Membership & Subscription 11,966,194 11,100,788 General Expenses 20,496,865 14,267,777 Security Expenses 1,371,724 1,315,155 Office Expenses 2,469,879 1,757,681 Travelling & Conveyance 8,485,284 6,017,619 Electricity Expenses 4,013,474 4,036,732 Audit Fees (Refer Note 26) 200, ,000 Business Promotion Expenses 1,287,275 3,362,474 Advertisement & Marketing Expenses 9,666,982 3,038,568 Total 102,067,264 69,124,951 77

80 NOTES TO STANDALONE FINANCIAL STATEMENTS Particulars For The Year Ended 31 March, 2017 For The Year Ended 31 March, 2016 ( ` ) ( `) 21 Finance Co Bank Intere 162,030,209 35,194,037 Oers 9,836,763 4,646,639 Total 171,866,972 39,840, Segment Reporting The Company is operating in single primary business segment i.e. Broadcaing and Content. Accordingly, no segment reporting as per Accounting Standard 17 has been reported. 23 Related Party Disclosures a) Li of Related Parties & Relationship:- i. Subsidiary Companies HHP Broadcaing Services Private Limited UBJ Broadcaing Private Limited MPCR Broadcaing Service Private Limited ii. Associate Company Krishna Showbiz Services Private Limited iii. Key Management Personnel (KMP): Mr. Gautam Adhikari Chairman Mr. Markand Adhikari Managing Director Mr. Anand Shroff V.P.- Finance & Account & CFO Ms. Jyotsna Kashid Company Secretary & Compliance Officer (upto 18 October,2016) Ms. Nirali Shah Company Secretary & Compliance Officer (w.e.f 19 October,2016) iv. Oers Sri Adhikari Broers Television Network Limited (Directors having subantial intere after 15 January, 2016) Mr. Ravi Adhikari Son of KMP 78

81 TH 10 ANNUAL REPORT b) Transaction wi Related Parties: Nature of Transaction NOTES TO STANDALONE FINANCIAL STATEMENTS Holding Company Subsidiaries & Associate Company Key Management Personnel Oers Rendering of Services/ - 25,000-9,392,432 9,417,432 Reimbursement of Expenses Paid P.Y.) (7,200,384) (-) (-) (3,977,988) (11,178,372) Payment towards Service/ - - 6,560,032 1,500,000 8,060,032 Remuneration (P.Y.) (-) (-) (6,017,400) (-) (6,017,400) Outanding Balance included in ,150 80, ,720 Current Liability (P.Y.) (-) (-) (158,050) (-) (158,050) Invement in Subsidiary - 15,000, ,000,000 (P.Y.) (-) (-) (-) (-) (-) Outanding Balance included in ,500,000 2,500,000 Non-Current Assets (P.Y.) (-) (-) (-) (2,500,000) (2,500,000) Outanding Balance included in Current Assets (P.Y.) (-) (813,645) (-) (-) (813,645) Total (`) 24 Earnings Per Share Particulars Profit/(Loss) for e Year attributable to Equity Shareholders 82,386,037 45,106,632 Weighted Average Number of Equity Shares (Face Value `10 per Share) 34,944,500 28,177,871 Basic and Diluted Earnings per Share (`) Since ere are no dilutive potential Equity Shares, details of basic earnings per share and dilutive earnings per share are e same. 25 Deferred Tax Assets / (Liabilities) (`) Particulars Tax effect of items conituting Deferred Tax Assets: Provision for Compensated Absences, Gratuity and oer Employee Benefits 1,513, ,057 Unabsorbed Depreciation 123,986, ,986,343 Carry forward Business Losses 26,697,038 62,655, ,196, ,625,270 Tax effect of items conituting Deferred Tax Liability On difference between Book Balance and Tax Balance of Fixed Assets 94,521,795 90,664,114 94,521,795 90,664,114 Net Deferred Tax Assets/(Liabilities) 57,674,609 96,961,157 79

82 NOTES TO STANDALONE FINANCIAL STATEMENTS 26 Payment to Auditors (excluding Service Tax) (`) Particulars Statutory Audit Fees 160, ,000 Tax Audit Fees 40,000 40,000 Oers - Included in Legal & Professional Charges 75,000 15,000 Total 275, , Foreign Exchange Earnings and Outgo The Particulars of Foreign Exchange Earnings and Outgo are as follows (`) Particulars Foreign Exchange Earnings 3,470,571 6,755,637 Foreign Exchange Outgo 356, , Disclosure on Specified Bank Notes During e year, e Company had Specified Bank Notes (SBNs) or oer denomination notes as defined in e MCA notification, G.S.R. 308(E),dated March 31, The details of SBNs held and transacted during e period from November 8,2016 to December 30,2016, e denomination-wise SBNs and oer notes as per e notification are as follows: Particulars SBNs* Oer Denomination Notes Total Closing Cash - in - hand as on 8 November, , , ,894 (+) Permitted Receipts - 1,220,000 1,220,000 (-) Permitted Payments - (607,658) (607,658) (-) Amount deposited in Banks (100,000) - (100,000) Closing Cash - in - hand as on 30 December, , ,236 * For e purposes of is clause, e term 'Specified Bank Notes' shall have e same meaning provided in e notification of e Government of India, in e Miniry of Finance, Department of Economic Affairs number S.O.3407(E) dated November 8, Employee Benefits Plan Defined Contribution Plan Contribution to Defined Contribution plans are recognised and charged off for e year are as under: Particulars Employer's Contribution to Provident Fund 1,831,291 1,271,796 Defined Benefit Plan Employees' gratuity and leave encashment scheme is Defined Benefit Plan. The present value of gratuity obligation is determined based on actuarial valuation using Projected Unit Credit Meod which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit seperately to build up e final obligation. 80

83 TH 10 ANNUAL REPORT NOTES TO STANDALONE FINANCIAL STATEMENTS Particulars Gratuity - Funded A) Reconciliation of Opening and Closing Balance of Defined Benefit Obligation Defined Benefit obligation at e beginning of e year 1,553,953 1,691,837 1,845,389 2,114,259 Current Service Co 800, ,778 1,080, ,598 Intere Co 124, , , ,141 Acturial (Gain)/Loss 363,164 (473,874) 111,901 (471,812) Benefits Paid - (269,135) (224,041) (710,797) Defined Benefit Obligation at e year end 2,841,568 1,553,953 2,952,902 1,845,389 (`) Leave Encashment-UnFunded B) Reconciliation of Opening and Closing Balance of Fair Value of Assets Fair Value of Plan assets at e beginning of e year 217,929 - Adjument to Opening Balance (60,760) - Expected return on Plan Assets 16,345 - Acturial Gain/(Loss) 3,418 17,286 Employer Contribution 54, ,778 Benefits Paid - (269,135) Fair Value of Plan assets at e year end 231, ,929 Actual Return on Plan assets 19,763 27,284 N.A. B) Reconciliation of Fair Value of Assets and Obligation Fair Value of Plan Assets as at e end of e year 231, , Present Value of obligation as at e end of e year 2,841,568 1,553,953 2,952,902 1,845,389 Amount Recognised in Balance Sheet 2,610,536 1,336,024 2,952,902 1,845,389 C) Expenses Recognised during e Year Current Service Co 800, ,778 1,080, ,598 Intere Co 124, , , ,141 Expected return on Plan Assets (16,345) Acturial (Gain)/Loss 359,746 (491,160) 111,901 (471,812) Net Co 1,267, ,965 1,331, ,927 E) Invement Details Gratuity Cash Accumulation Policy 8.13% 14.02% N.A. D) Actuarial Assumption Mortality Table (LIC) Indian Assured Lives Mortality ( )Ult Indian Assured Lives Mortality ( )Ult Discount Rate (Per Annum) 7.50% 8.00% 7.50% 8.00% Expected Rate of Return on Plan Assets (Per Annum) 7.50% 8.00% NA NA Rate of Escalation in Salary (Per Annum) 6.00% 5.00% 5.00% 5.00% 81

84 NOTES TO STANDALONE FINANCIAL STATEMENTS 30 Contigent Liability and Commitment (To e extent not provided for) Sr.No. Particulars a) Claim again e Company not acknowledge as debts 8,146,370 8,146,370 b) Income Tax Demand Nil* Nil The Company has received notice of demand for ` 63,353,560/- for AY again which appeal is pending before CIT (Appeals). However, e Company has carried forward losses for e said Assessment Year which has not been considered by e Assessing Officer.. Hence, e company has applied for rectification of e above order which will reduce is demand to NIL. 31 Disclosures required under Section 22 of e Micro, Small and Medium Enterprises Development Act, 2006 The Company has not received any confirmation from its vendors at wheer ey are covered under e Micro, Small and Medium Enterprises Development Act, 2006, hence e amounts unpaid at e year end togeer wi intere paid / payable under is Act cannot be identified. 32 Previous Year Figures The previous year figures have been regrouped/reclassified where ever considered necessary to correspond wi current year classification / disclosure. As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 82

85 TH 10 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS 83

86 INDEPENDENT AUDITORS REPORT To, The Members, TV Vision Limited Report on e Consolidated Financial Statements We have audited e accompanying Consolidated Financial Statements of TV Vision Limited (herein after referred to as e holding Company ), its subsidiaries and associate concern (togeer referred to as e Group ), comprising of e Consolidated Balance Sheet as at 31 March, 2017, e Consolidated Statement of Profit and Loss, e Consolidated Cash Flow Statement for e year en ended, and a summary of e significant accounting policies and oer explanatory information (hereinafter referred to as e consolidated financial atements ). Management's Responsibility for e Consolidated Financial Statements The Holding Company's Board of Directors are responsible for e preparation of ese consolidated financial atements in terms of e requirements of e Companies Act, 2013 (hereinafter referred to as e Act ) at give a true and fair view of e consolidated financial position, consolidated financial performance and consolidated cash flows of e Group in accordance wi e accounting principles generally accepted in India, including e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, The respective Board of Directors of e companies included in e Group are responsible for maintenance of adequate accounting records in accordance wi e provisions of e Act for safeguarding e assets of e Group and for preventing and detecting frauds and oer irregularities; e selection and application of appropriate accounting policies; making judgments and eimates at are reasonable and prudent; and e design, implementation and maintenance of adequate internal financial controls, at were operating effectively for ensuring e accuracy and completeness of e accounting records, relevant to e preparation and presentation of e financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error, which have been used for e purpose of preparation of e consolidated financial atements by e Directors of e Holding Company, as aforesaid. Auditor's Responsibility Our responsibility is to express an opinion on ese consolidated Financial Statements based on our audit. While conducting e audit, we have taken into account e provisions of e Act, e accounting and auditing andards and matters which are required to be included in e audit report under e provisions of e Act and e Rules made ere under. We conducted our audit in accordance wi e Standards on Auditing specified under Section 143(10) of e Act. Those Standards require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer e consolidated financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and e disclosures in e consolidated financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e consolidated financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal financial control relevant to e Holding Company's preparation of e consolidated financial atements at give a true and fair view in order to design audit procedures at are appropriate in e circumances. An audit also includes evaluating e appropriateness of e accounting policies used and e reasonableness of e accounting eimates made by e Holding Company's Board of Directors, as well as evaluating e overall presentation of e consolidated financial atements. We believe at e audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on e consolidated financial atements. Opinion In our opinion and to e be of our information and according to e explanations given to us, e aforesaid consolidated financial atements give e information required by e Act in e manner so required and give a true and fair view in 84

87 TH 10 ANNUAL REPORT conformity wi e accounting principles generally accepted in India, of e consolidated ate of affairs of e Company, its associate and subsidiaries as at 31 March, 2017, and eir consolidated profit and eir consolidated cash flows for e year ended on at date. Report on Oer Legal and Regulatory Requirements 1. As required by Section143(3) of e Act, we report, to e extent applicable, at: (a) (b) (c) (d) (e) (f) (g) We have sought and obtained all e information and explanations which to e be of our knowledge and belief were necessary for e purposes of our audit of e aforesaid consolidated financial atements. In our opinion, proper books of account as required by law relating to preparation of e aforesaid consolidated financial atements have been kept so far as it appears from our examination of ose books and e reports of e oer auditors. The Consolidated Balance Sheet, e Consolidated Statement of Profit and Loss, and e Consolidated Cash Flow Statement dealt wi by is Report are in agreement wi e relevant books of account maintained for e purpose of preparation of e consolidated financial atements. In our opinion, e aforesaid consolidated financial atements comply wi e Accounting Standards specified under Section 133 of e Act, read wi Rule 7 of e Companies (Accounts) Rules, On e basis of e written representations received from e directors of e Holding Company as on 31 March, 2017 taken on record by e Board of Directors of e Holding Company and e reports of e atutory auditor of its subsidiary company, none of e directors of e Group companies incorporated in India is disqualified as on 31 March, 2017 from being appointed as a director in terms of Section 164(2) of e Act. Wi respect to e adequacy of e internal financial controls over financial reporting of e Group and e operating effectiveness of such controls, refer to our separate report in annexure. Wi respect to e oer matters to be included in e Auditor's Report in accordance wi Rule 11 of e Companies (Audit and Auditor's) Rules, 2014, in our opinion and to e be of our information and according to e explanations given to us: i. The Company has disclosed e impact of pending litigations on its financial position in its financial atements. Refer Note 30 to e financial atements. ii. iii. According to information and explanation given to us, e group has not entered into any long-term contracts including derivative contracts. According to e information and explanation given to us, e Holding Company is not required to transfer any amount to e Inveor Education and Protection Fund. For A. R. Sodha& Co. Chartered Accountants (FRN W) A.R. Sodha Partner M. No Place: Mumbai Date: 29 May,

88 ANNEXURE TO THE INDEPENDENT AUDITOR S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF TV VISION LIMITED Report on e Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of e Companies Act, 2013 ( e Act ) In conjunction wi our audit of e consolidated financial atements of e Company as of and for e year ended March 31, 2017, we have audited e internal financial controls over financial reporting of TV Vision Limited (hereinafter referred to as e Holding Company ) and its subsidiary companies and its associate company, which are companies incorporated in India, as of at date. Management s Responsibility for Internal Financial Controls The respective Board of Directors of e Holding company, its subsidiary companies and its associate company which are companies incorporated in India, are responsible for eablishing and maintaining internal financial controls based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e Initute of Chartered Accountants of India (ICAI).] These responsibilities include e design, implementation and maintenance of adequate internal financial controls at were operating effectively for ensuring e orderly and efficient conduct of its business, including adherence to e respective company s policies, e safeguarding of its assets, e prevention and detection of frauds and errors, e accuracy and completeness of e accounting records, and e timely preparation of reliable financial information, as required under e Companies Act, Auditor s Responsibility Our responsibility is to express an opinion on e Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance wi e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (e Guidance Note ) issued by e ICAI and e Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of e Companies Act, 2013, to e extent applicable to an audit of internal financial controls, bo issued by e Initute of Chartered Accountants of India. Those Standards and e Guidance Note require at we comply wi eical requirements and plan and perform e audit to obtain reasonable assurance about wheer adequate internal financial controls over financial reporting was eablished and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about e adequacy of e internal financial controls syem over financial reporting and eir operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an underanding of internal financial controls over financial reporting, assessing e risk at a material weakness exis, and teing and evaluating e design and operating effectiveness of internal control based on e assessed risk. The procedures selected depend on e auditor s judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on e Company s internal financial controls syem over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding e reliability of financial reporting and e preparation of financial atements for external purposes in accordance wi generally accepted accounting principles. A company's internal financial control over financial reporting includes ose policies and procedures at (1) pertain to e maintenance of records at, in reasonable detail, accurately and fairly reflect e transactions and dispositions of e assets of e company; (2) provide reasonable assurance at transactions are recorded as necessary to permit preparation of financial atements in accordance wi generally accepted accounting principles, and at receipts and expenditures of e company are being made only in accordance wi auorisations of management and directors of e company; and (3) provide reasonable assurance regarding prevention or timely detection of unauorised acquisition, use, or disposition of e company's assets at could have a material effect on e financial atements. 86

89 TH 10 ANNUAL REPORT Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of e inherent limitations of internal financial controls over financial reporting, including e possibility of collusion or improper management override of controls, material misatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of e internal financial controls over financial reporting to future periods are subject to e risk at e internal financial control over financial reporting may become inadequate because of changes in conditions, or at e degree of compliance wi e policies or procedures may deteriorate. Opinion In our opinion, e Holding Company, its subsidiary companies and its associate company which are companies incorporated in India, have, in all material respects, an adequate internal financial controls syem over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on e internal control over financial reporting criteria eablished by e Company considering e essential components of internal control ated in e Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by e ICAI For A.R. Sodha & Co. Chartered Accountants FRN W A.R. Sodha Partner M No Place: Mumbai Date: 29 May,

90 ST CONSOLIDATED BALANCE SHEET AS AT 31 MARCH,2017 Particulars Notes As at As at 31 March, March, 2016 ( ` ) ( `) EQUITY AND LIABILITIES Shareholder's Funds Share Capital 2 349,545, ,545,000 Reserves & Surplus 3 857,665, ,266,686 1,207,210,359 1,123,811,686 Non-Current Liabilities Long - Term Borrowings 4 1,049,978, ,060,260 Long - Term Provisions 5 5,563,439 2,720,066 1,055,542, ,780,326 Current Liabilities Short - Term Borrowings 6 1,100,000 - Trade Payables 7 209,013, ,872,324 Oer Current Liabilities 8 197,258, ,712,082 Short - Term Provisions 9 73,763,167 68,915, ,135, ,499,740 TOTAL 2,743,887,950 2,060,091,752 ASSETS Non-Current Assets Fixed Assets 10 Property, Plant and Equipment 12,489,058 14,597,324 Intangible Assets 1,314,231, ,987,126 Intangible Assets under development 292,361,906-1,619,082, ,584,450 Non-Current Invement ,251, ,787,226 Deferred Tax Assets (Net) 12 57,647,109 96,961,157 Long -Term Loans and Advances 13 51,922, ,645,419 2,026,902,551 1,459,978,252 Current Assets Trade Receivables ,643, ,096,710 Cash and Bank Balances 15 23,299,740 18,842,914 Short -Term Loan & Advances ,957, ,139,274 Oer Current Assets ,083,889 99,034, ,985, ,113,501 TOTAL 2,743,887,950 2,060,091,752 Significant Accounting Policies 1 The accompanying notes form an integral part of e Consolidated Financial Statements. As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 88

91 TH 10 ANNUAL REPORT ST CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 MARCH, 2017 Particulars INCOME Revenue form Operations Notes For The Year Ended 31 March, 2017 For The Year Ended 31 March, 2016 ( ` ) ( `) Sales 18 1,762,893,038 1,369,492,794 Oer Income ,860 1,229,592 Total 1,763,869,898 1,370,722,386 EXPENSES Operational Co 20 1,080,345, ,241,068 Employee Benefit Expenses 21 70,397,337 42,017,349 Oer Expenses ,262,781 78,849,483 Finance Co ,907, ,958,208 Depreciation ,440, ,821,580 Total 1,641,353,999 1,288,887,688 Profit Before Tax 122,515,900 81,834,698 Tax Expenses Current Tax 26,233,970 14,209,015 MAT Credit Entitlement (25,966,877) (13,608,829) Deferred Tax 39,314,049 26,682,590 39,581,143 27,282,776 Profit/(Loss) After Tax 82,934,757 54,551,921 Add: Share of Profit/(Loss) in Associate 463,917 (3,412,774) Profit for e Period 83,398,673 51,139,147 Earnings per Share (Basic & Diluted) (Refer Note 27) Significant Accounting Policies 1 The accompanying notes form an integral part of e Consolidated Financial Statements. As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 89

92 ST CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2017 Particulars A For The Year Ended 31 March, 2017 (`) For The Year Ended 31 March, 2016 (`) Cash Flow from Operating Activities: Profit/(Loss) Before Tax as per Statement of Profit and Loss 122,515,900 81,834,697 Adjument for: Depreciation 211,440, ,821,580 Loss on sale of asset - 153,960 Finance Co 171,907, ,958,208 Operating Profit/(Loss) before Working Capital changes 505,863, ,768,445 Adjument for Changes in Working Capital: (Increase) / Decrease in Trade Receivables (56,547,139) (26,676,648) (Increase) / Decrease in Advances and Assets 120,822,160 16,327,376 Add: Working Capital of Broadcaing Division of Sri Adhikari Broers Television Network Limited transferred into e Company - 84,721,426 Increase / (Decrease) in Current Liabilities (48,632,484) 14,121,464 Cash genearted from Operations 521,506, ,262,063 Direct Taxes Paid (11,390,768) (12,673,622) Net Cash generated from Operating Activities 510,115, ,588,437 B C Cash Flow from Inveing Activities: Additions to Fixed Assets (675,575,767) (7,859,307) Addition to Intangible Asets under development (292,361,906) - Sale of Fixed Asset - 145,000 Net Cash (used in) Inveing Activities (967,937,673) (7,714,307) Cash Flow from Financing Activities: Proceeds from Long-Term Borrowings 633,225, ,451 Repayment of Long -Term Borrowings (138,195) (377,620,000) Increase/(Decrease) in Short - Term Borrowings 1,100,000 68,901,126 Finance Co (171,907,938) (114,912,064) Net Cash (used in)/ generated from Financing Activities 462,278,867 (422,932,487) Net Increase/(Decrease) in Cash and Cash Equivalents 4,456,818 8,941,647 Opening Balance of Cash and Cash Equivalents 18,842,914 9,901,267 Closing Balance of Cash and Cash Equivalents 23,299,740 18,842,914 As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 90

93 TH 10 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Significant Accounting Policies 1.1 General The financial atements of e Company have been prepared in accordance wi e Generally Accepted Accounting Principles in India (Indian GAAP) and e Accounting Standards notified under e relevant provisions of e Companies Act, The financial atements have been prepared on accrual basis under e hiorical co convention. The accounting policies adopted in e preparation of e financial atements are consient wi ose followed in e previous year. 1.2 Use of Eimates The preparation of e financial atements in conformity wi Indian GAAP requires e Management to make eimates and assumptions considered in e reported amounts of assets and liabilities (including contingent liabilities) and e reported income and expenses during e year. The Management believes at e eimates used in preparation of e financial atements are prudent and reasonable. Future results could differ due to ese eimates and e differences between e actual results and e eimates are recognised in e periods in which e results are known / materialise. 1.3 Provisions,Contingent Liabilities and Contingents Assets A provision is recognized when e company has a present obligation as a result of pa event and it is probable at an outflow of resources will be required to settle e obligation, in respect of which a reliable eimate can be made. Provisions are not discounted to its present value and are determined based on be eimate to settle e obligation at e balance sheet date. These provisions are reviewed at each balance sheet date and adjued to affect e current be eimates. Contingent liabilities are not recognized but are disclosed in e notes. Contingent Assets are neier recognized nor disclosed in e financial atements. 1.4 Fixed Assets Property, Plant and Equipment Property, Plant and Equipment are ated at co of acquisition as reduced by accumulated depreciation and impairment losses, if any. Acquisition co comprises of e purchase price and attributable co incurred for bringing e asset to its working condition for its intended use. Intangible Fixed Assets Intangible Fixed Assets are carried at co less accumulated amortisation and impairment losses, if any. The Co of intangible assets comprises of co of purchase, production co and any attributable expenditure for making e asset ready for its intended use. Capital Work in Progress Capital work in progress are assets at are not yet ready for eir intended use which comprises co of purchase, production co and related attributable expenditures. 1.5 Depreciation/Amortisation Property, Plant and Equipment Depreciation on Property, Plant and Equipment has been provided based on e useful life of e asset and in e manner as prescribed in Schedule II to e Companies Act, Improvement to Lease Assets is amortised over a balance period of lease on raight line basis. Depreciation on decoders is provided 100% in e year of purchase or in e year which Company arts commercial operations of respective channel, whichever is later. Intangible Fixed Assets Business and Commercial Rights having perpetual ownership are amortized 10% in e year of purchase/production or in e year in which Company arts commercial operations of respective channel, whichever is later and remaining 90% are amortized in subsequent nine years on a raight line basis. Business and Commercial Rights wi limited period of ownership are amortised on raight line basis for e period of rights. If e Management anticipates at ere will not be 91

94 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS any future economic benefit from particular rights en e same is amortised fully in e year of such anticipation. Channel Development co is amortized on raight line basis over a period of ten years on time proportionate basis. Computer Softwares are amortized on raight line basis over a period of 3 years on time proportionate basis. 1.6 Borrowing Co Borrowing cos directly attributable to development of qualifying asset are capitalized till e date e qualifying asset is ready for put to use for its intended purpose. Oer Borrowing cos are recognized as expense and charged to profit & loss account. 1.7 Revenue Recognition Revenue from advertisements is recognised on teleca basis and revenue from sale of program/content rights is recognised when e relevant program/content is delivered. 1.8 Foreign Currency Transaction: Initial Recognition Foreign currency transactions are recorded in e reporting currency i.e. rupee value, by applying e exchange rate, between e reporting currency and e foreign currency, to e foreign currency amount at e date of e transaction. Conversion Foreign currency monetary items are reported using e closing rate. Non-monetary items which are carried in terms of hiorical co denominated in a foreign currency are reported using e exchange rate at e date of e transaction. Exchange Differences Exchange differences arising on e settlement of monetary items or conversion of monetary items at balance sheet date are recognised as income or expenses. 1.9 Invements Long term invements are carries at co less provision for diminution, oer an temporary, in e value of such invements. Current invements are carried at lower of co and fair value. Co of invement includes acquisition charges such as brokerage, fee and duties Employee Benefits Defined Contribution Plan Payments to defined contribution plan are charged to profit & loss account when contributions to respective funds are due. Defined Benefit Plan Employee benefits for Defined benefit schemes, such as leave encashment and gratuity, are provided on e basis of actuary valuation taken at e end of each year. Oer short term employee benefits are charged to profit & loss account on accrual basis Leases Operating Lease expenses are charged to profit and loss account on accrual basis Taxes on Income Current Tax provision is made based on e tax liability computed after considering tax allowances and exemptions at e balance sheet date as per Income Tax Act, Deferred Tax reflects e impact of current year timing differences between taxable income and accounting income for e year and reversal of timing differences of earlier years. Deferred tax is measured based on e tax rates and e tax laws enacted or subantively enacted at e balance sheet date. 92

95 TH 10 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Deferred Tax Asset is recognized only to e extent at ere is reasonable certainty at sufficient future taxable income will be available again which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if ere is virtual certainty at such deferred tax assets can be realized again future taxable profits. The carrying amount of Deferred Tax Assets are reviewed at each balance sheet date and written down or written up, to reflect e amount at is reasonably or virtually certain, as e case may be, to be realized Earnings Per Share Basic earnings per share is calculated by dividing e net profit or loss for e period attributable to equity shareholders by e weighted average number of equity shares outanding during e period. Dilutive earnings per share is computed and disclosed using e weighted average number of equity and dilutive equity equivalent shares outanding during e year, except when e result would be anti-dilutive Impairment of Assets The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exis, e recoverable amount of such assets is eimated and impairment is recognised, if e carrying amount of ese assets exceeds eir recoverable amount. The recoverable amount is e greater of e net selling price and eir value in use. Value in use is arrived at by discounting e future cash flows to eir present value based on an appropriate discount factor. When ere is indication at an impairment loss recognised for an asset in earlier accounting periods no longer exis or may have decreased, such reversal of impairment loss is recognised in e Statement of Profit and Loss, except in case of revalued assets. Particulars As at As at 31 March, March, 2016 ( ` ) ( `) 2 Share Capital Auorized Capital 54,990,000 (P.Y. 54,990,000) Equity Shares of `10/- each 549,900, ,900,000 10,000 (P.Y. 10,000) Preference Shares of `10/- each 100, ,000 Total 550,000, ,000,000 Issued, Subscribed and Paid-Up Capital 34,944,500 (P.Y. 34,944,500) Equity Shares of `10/- each fully paid-up 349,445, ,445,000 10,000 (P.Y 10,000) 0.01% Non-Convertible Non-Cumulative Redeemable Preference Shares of `10/- each fully paid-up 100, ,000 Total 349,545, ,545,000 Terms and Rights attached to Equity Shares: The Company has only one class of Equity Shares having a par value of ` 10/- per share.each holder of Equity Shares is entitled to one vote per share. The reconciliation of e number of Equity Shares outanding and e amount of Equity Share Capital as at 31 March, 2017 is set out below: Particulars As at 31 March, 2017 As at 31 March, 2016 Numbers ` Numbers ` At e beginning of e Year 34,944, ,445,000 26,375, ,750,000 Less:- Cancelled as per Scheme - - (26,375,000) (263,750,000) Add:- Issued During e Year ,944, ,445,000 Outanding at e end of e Year 34,944, ,445,000 34,944, ,445,000 93

96 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The details of shareholder holding more an 5% Equity Shares as at 31 March, 2017 is set out below: Name of e shareholder As at 31 March, 2017 As at 31 March, 2016 Numbers % Numbers % Markand Navnitlal Adhikari 5,496, % 3,996, % Gautam Navnitlal Adhikari 4,193, % 4,193, % Assent Trading Pvt. Ltd. 3,395, % 3,377, % Inayata Conructions Pvt. Ltd. 3,120, % 3,098, % Kalash Trading And Invement Pvt. Ltd. 2,522, % 2,520, % Prime Global Media Pvt. Ltd. 2,501, % 2,501, % Global Showbiz Pvt. Ltd. 2,500, % 2,500, % Aranav Trading And Invement Pvt. Ltd. 2,318, % 2,318, % Keynote Enterprises Pvt. Ltd. 2,142, % 2,142, % Terms and Rights attached to Preference Shares The Company has one class of Preference Shares having a par value of ` 10/- per share. These shares do not have any voting rights. These shares are non - cumulative, non - convertible, non - participating and are carrying 0.01% per annum rate of dividend. These shares are redeemable at par and e redemption would be at e discretion of Board of Directors of e Company any time after e 7 Anniversary but not later an 10 Anniversary. The reconciliation of e number of Preference Shares outanding and e amount of Preference Share Capital as at March 31, 2017 is set out below: Particulars As at 31 March, 2017 As at 31 March, 2016 Numbers ` Numbers ` At e beginning of e Year 10, , Add:- Issued During e Year , ,000 Outanding at e end of e Year 10, ,000 10, ,000 The details of shareholder holding more an 5% Preference Shares as at March 31, 2017 is set out below: Particulars As at 31 March, 2017 Numbers % Numbers As at 31 March, 2016 Markand Adhikari 9, , % 94

97 TH 10 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Particulars As at As at 31 March, March, 2016 ( ` ) ( `) 3 Reserve & Surplus Security Premium Account Opening Balance 188,430, ,430, ,430, ,430,123 Capital Reserve Opening Balance 855,305,411 - Add: Addition as per scheme - 855,305, ,305, ,305,411 Surplus/(Deficit) as per e Statement of Profit and Loss Opening Balance (269,468,848) (320,607,995) Profit/(Loss) for e year 83,398,673 51,139,147 Net Surplus/(Deficit) in e atement of Profit and Loss (186,070,174) (269,468,848) Total 857,665, ,266,686 4 Long Term Borrowings Secured Term Loans From Bank 1,213,225, ,000,000 Less : Current Maturity (Included in Oer Current Liabilities) 163,653, ,500,000 1,049,571, ,500,000 Vehicle Loan 560, ,451 Less : Current Maturity (Included in Oer Current Liabilities) 153, , , ,260 Total 1,049,978, ,060,260 The above term loans are secured by way of lien on Business & Commercial rights, hypoecation of present and future receivables and oer current assets. Furer, e loans are guranteed by personal guarantee of promoter directors and corporate guarantee of erwhile holding company and also collaterally secured by assets belonging to erwhile holding company and promoter directors. These term loans are repayable on monly inallment basis spreading upto Financial Year and rate of intere for e loan is Base Rate + 3.0% to 5.25%. 5 Long Term Provisions Provision for Employee Benefits Provision for Compensated Absences 2,952,903 1,384,042 Provision for Gratuity 2,610,536 1,336,024 Total 5,563,439 2,720,066 95

98 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Particulars As at As at 31 March, March, 2016 ( ` ) ( `) 6 Short Term Borrowing (Unsecured, repayable on demand) - From Director 1,100,000 - Total 1,100,000-7 Trade Payables Oer an Acceptances 209,013, ,872,324 Total 209,013, ,872,324 8 Oer Current Liabilities Current Maturities of Long - Term Borrowings 163,806, ,638,191 Oer Payables 33,451,944 20,073,891 Total 197,258, ,712,082 9 Short - Term Provisions Provision for Tax 16,378,596 1,535,393 Provision for Expenses 57,384,571 67,379,941 Total 73,763,167 68,915,334 96

99 TH 10 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 10 Fixed Assets ( ` ) Sr. No. Particulars GROSS BLOCK DEPRECIATION NET BLOCK As at As at As at For As at As at As at Additions Deductions Adjument e year Property, Plant and Equipment : 1 Computer 3,505,777 1,046,552-4,552,329 2,267, ,310-3,002,026 1,550,303 1,238,061 2 Motor Car 1,749, ,749, , , ,862 1,122,541 1,318,389 3 Plant & Machinery 18,371,187 98,165-18,469,352 6,330,279 2,322,859-8,653,138 9,816,214 12,040,908 4 Improvement to Lease Assets 3,160, ,160,762 3,160, ,160, Decoder 17,747, ,747,141 17,747, ,747, Sub-Total (A) 44,534,270 1,144,717-45,678,987 29,936,912 3,253,017-33,189,929 12,489,058 14,597,358 Previous Year 40,810,756 4,449, ,293 44,534,270 26,285,006 4,079, ,333 29,936,912 14,597,358 - Intangible Assets : 6 Business & Commercial Rights 1,338,350, ,431,050-2,012,781, ,750, ,963, ,714,651 1,212,066, ,599,619 7 Channel Devlopment Co 252,231, ,231, ,843,474 25,223, ,066, ,164, ,387,532 8 Software 22,314, ,314,323 22,314,323-22,314, Sub-Total (B) 1,612,895, ,431,050-2,287,326, ,908, ,186, ,095,549 1,314,231, ,987,151 Previous Year 1,375,896, ,999,450-1,612,895, ,963, ,945, ,908, ,987,151-9 Intangible Assets under Development (C) - 292,361, ,361, ,361,906 - Total (A) + (B) + (C) 1,657,429, ,937,673-2,625,367, ,845, ,440,017-1,006,285,478 1,619,082, ,584,509 97

100 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Particulars As at As at 31 March, March, 2016 ( ` ) ( `) 11 Non - Current Invements In Associate Concerns Krishna Showbiz Services Private Limited (Refer Note 24) 301,200, ,200,000 21,384,000 (P.Y 21,384,000 ) shares of `10/- each fully paid-up Less: Share in Accumulated Loss (2,948,857) (3,412,774) 298,251, ,787, Deferred Tax Assets (Net) Deferred Tax Assets 152,168, ,625,270 Less: Deferred Tax Liabilities 94,521,795 90,664,114 57,647,109 96,961, Long - Term Loans and Advances (Unsecured, Considered Good) MAT Credit Entitlement 42,044,596 16,077,719 Advances & Deposits 9,877, ,567,700 51,922, ,645, Trade Receivables Over Six Mons Considered Good 24,970,657 3,678,358 Oers Considered Good 308,673, ,418, ,643, ,096, Cash and Bank Balances Cash and Cash Equivalents Cash-in-Hand 191, ,262 Balances wi Banks - In Current Accounts 23,108,384 18,731,652 23,299,740 18,842, Short - Term Loans and Advances (Unsecured, Consider Good) Advances recoverable in Cash or Kind 245,957, ,139, ,957, ,139, Oer Current Assets Prepaid Expenses 113,957,300 94,730,220 Oer Receivables 126,590 4,304, ,083,889 99,034,603 98

101 TH 10 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Particulars For The Year Ended For The Year Ended 31 March, March, 2016 ( ` ) ( `) 18 Revenue from Operation Sales - Broadcaing 1,755,930,555 1,362,626,994 Sales - Oers 6,962,483 6,865,800 Total 1,762,893,038 1,369,492, Oer Income Miscellaneous Income 976,860 1,229,592 Total 976,860 1,229, Operational Co Co of Production and Purchase 597,309, ,871,248 Diribution & Teleca Expenses 481,189, ,734,120 Oer Direct Co 1,847,250 4,635,700 1,080,345, ,241, Employee Benefit Expenses Salary and Allowances 63,357,798 36,267,486 Director Remuneration 3,600,000 3,600,000 Contribution to Provident Fund and Oer Funds 2,028,037 1,367,112 Staff Welfare Expenses 1,411, ,751 70,397,337 42,017,349 99

102 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Particulars For The Year ended For The Year Ended 31 March, March, 2016 ( ` ) ( `) 22 Oers Expenses Communication Expenses 2,728,867 2,361,289 Rent, Rates & Taxes 2,590,271 2,532,643 Repairs & Maintenance 4,747,196 4,552,211 Insurance Charges 4,244,415 52,998 Legal & Professional Charges 31,541,585 19,927,107 Printing & Stationery 1,218, ,530 Membership & Subscription 11,966,194 12,159,122 General Expenses 20,608,918 16,032,707 Security Expenses 1,371,724 1,315,155 Office Expenses 2,469,879 1,757,681 Travelling & Conveyance 8,485,284 6,192,266 Electricity Expenses 4,013,474 4,036,732 Audit Fees 322, ,000 Business Promotion Expenses 1,287,275 3,362,474 Advertisement & Marketing Expenses 9,666,982 3,659,568 Total 107,262,781 78,849, Finance Co Bank Intere 162,030,209 97,158,190 Oers 9,877,729 5,800,018 Total 171,907, ,958, The Subsidiaries and Associates considered in e Consolidated Financial Statements Name of Subsidiaries & Associates Financial Year of Subsidiary Ended on Extent of Holding/ Intere Country of Incorporation HHP Broadcaing Services Private Limited 31 March, % India UBJ Broadcaing Private Limited 31 March, % India MPCR Broadcaing Service Private Limited 31 March, % India Krishna Showbiz Services Private Limited 31 March, % India 25 Segment Reporting The Group is operating in two business segment i.e. Broadcaing and Oer Media related activities. Since, e activities of e segment oer an Broadcaing are not material considering e overall activity of e group, segment reporting as per Accounting Standard -17 is not reported. Also, e Group does not have any segment based on Geographical Location. 100

103 TH 10 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 26 Related Party Disclosures a) Li of Related Parties & Relationship:- i. Subsidiary Companies: HHP Broadcaing Services Private Limited UBJ Broadcaing Private Limited MPCR Broadcaing Service Private Limited ii. Associate Company: Krishna Showbiz Services Private Limited iii. Key Management Personnel (KMP): Mr. Gautam Adhikari Chairman Mr. Markand Adhikari Managing Director Mr. Anand Shroff V.P. Finance & Account & CFO Ms. Jyotsna Kashid Company Secretary & Compliance Officer (upto 18 October,2016) Ms. Nirali Shah Company Secretary & Compliance Officer (w.e.f 19 October,2016) iv. Oers Sri Adhikari Broers Television Network Limited (Directors having subantial intere after 15 January, 2016) Mr. Ravi Adhikari Son of KMP b) Transaction wi Related Parties: Nature of Transaction Subsidiary Company Associate Company Key Management Personnel Oers Rendering of Services / Reimbursement - - 6,560,032 10,892,432 17,452,464 of expenses/remuneration (P.Y) (-) (-) (6,017,400) (14,240,844) (20,258,244) Advance/Loan/Deposit taken - - 1,100,000-1,100,000 (Net) (P.Y) (-) (-) (-) (-) (-) Outanding Balance included in ,150 80, ,720 Current Liability (P.Y) (-) (-) (177,850) (-) (177,850) Outanding Balance included ,500,000 2,500,000 in Non - Current Assets (P.Y) (-) (-) (-) (2,500,000) (2,500,000) Outanding Balance included in 632, ,500 Trade Receivable (P.Y) (-) (-) (-) (-) (-) Outanding Balance included - 621, ,500 in Trade Payable (P.Y) (-) (-) (-) (-) (-) Outanding Balance included in - - 1,100,000-1,100,000 Unsecured Loan (P.Y) (-) (-) (-) (-) (-) Total (`) 101

104 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 27 Earnings Per Share Particulars Profit/(Loss) for e Year attributable to Equity Shareholders 83,398,673 51,139,147 Weighted Average Number of Equity Shares (Face Value `10 per Share) 34,944,500 28,177,873 Basic and Diluted Earnings per Share (Rupees) Since ere are no dilutive potential Equity Shares, details of basic earnings per share and dilutive earnings per share are e same. 28 Deferred Tax Assets /( Liabilities ) (`) Particulars Tax effect of items conituting Deferred Tax Assets: Provision for compensated absences, gratuity and oer employee benefits 1,513, ,057 Unabsorbed Depreciation 123,986, ,986,343 Carry forward Business Losses 26,669,538 62,655, ,168, ,625,270 Tax effect of items conituting Deferred Tax Liability On difference between book balance and tax balance of Fixed Assets 94,521,795 90,664,114 94,521,795 90,664,114 Net Deferred Tax Assets/(Liabilities) 57,647,109 96,961, Payment to Auditors (excluding Service Tax) (`) Particulars Statutory Audit Fees 267, ,000 Tax Audit Fees 55,000 40,000 Oers included in Professional Charges 75,000 10,000 Total 397, , Contingent Liability and Committment (To e extent not provided for) Sr.No. Particulars a) Claim again e Company not acknowledge as debts 8,146,370 8,146,370 b) Income Tax Demand Nil* Nil* * Company has received notice of demand for ` 63,353,560/- for AY again which appeal is pending before CIT (Appeals). However, e Company has carried forward losses for e said Assessment Year which has not been considered by e Assessing Officer. Hence, e company has applied for rectification of e above order which will reduce is demand to NIL. 31 Employee Benefits Plan Defined Contribution Plan Contribution to Defined Contribution Plans are recognised and charged off for e year are as under: (`) Particulars Employer's Contribution to Provident Fund ` 1,831,291 ` 1,271,

105 TH 10 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Defined Benefit Plan Employees' gratuity and leave encashment scheme is Defined Benefit Plan. The present value of Gratuity obligation is determined based on actuarial valuation using Projected Unit Credit Meod which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit seperately to build up e final obligation. (`) Particulars Gratuity - Funded Leave Encashment - UnFunded A) Reconciliation of Opening and Closing Balance of Defined Benefit Obligation Defined Benefit obligation at e beginning of e year 1,553,953 1,691,837 1,845,389 2,114,259 Current Service Co 800, ,778 1,080, ,598 Intere Co 124, , , ,141 Acturial (Gain)/Loss 363,164 (473,874) 111,901 (471,812) Benefits Paid - (269,135) (224,041) (710,797) Defined Benefit Obligation at e year end 2,841,568 1,553,953 2,952,902 1,845,389 B) Reconciliation of Opening and Closing Balance of Fair Value of Assets Fair Value of Plan assets at e beginning of e year 217,929 - Adjument to Opening Balance (60,760) - Expected return on Plan Assets 16,345 - Acturial Gain/(Loss) 3,418 17,286 Employer Contribution 54, ,778 Benefits Paid - (269,135) Fair Value of Plan Assets at e year end 231, ,929 Actual Return on Plan Assets 19,763 27,284 N.A. C) Reconciliation of Fair Value of Assets and Obligation Fair Value of Plan Assets as at e end of e year 231, , Present Value of obligation as at e end of e year 2,841,568 1,553,953 2,952,902 1,845,389 Amount Recognised in Balance Sheet 2,610,536 1,336,024 2,952,902 1,845,389 D) Expenses Recognised during e Year Current Service Co 800, ,778 1,080, ,598 Intere Co 124, , , ,141 Expected return on Plan Assets (16,345) Acturial (Gain)/Loss 359,746 (491,160) 111,901 (471,812) Net Co 1,267, ,965 1,331, ,927 E) Invement Details Gratuity Cash Accumulation Policy 8.13% 14.02% N.A. F) Actuarial Assumption Mortality Table (LIC) Indian Assured Lives Mortality ( )Ult Indian Assured Lives Mortality ( )Ult Discount Rate (Per Annum) 7.50% 8.00% 7.50% 8.00% Expected Rate of Return on Plan Assets (Per Annum) 7.50% 8.00% NA NA Rate of Escalation in Salary (Per Annum) 6.00% 5.00% 5.00% 5.00% 103

106 32 Disclosure on Specified Bank Notes NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During e year,e Company had Specified Bank Notes (SBNs) or oer denomination notes as defined in e MCA notification, G.S.R. 308(E),dated March 31, The details of SBNs held and transacted during e period from November 8,2016 to December 30,2016, e denomination-wise SBNs and oer notes as per e notification are as follows: Particulars SBNs* Oer Denomination Notes Total Closing Cash - in - hand as on 8 November, , , ,825 (+) Permitted Receipts - 1,440,000 1,440,000 (-) Permitted Payments (137,500) (608,240) (745,740) (-) Amount deposited in Banks - (62,500) (62,500) Closing Cash - in - hand as on 30 December, , ,585 * For e purposes of is clause, e term 'Specified Bank Notes' shall have e same meaning provided in e notification of e Government of India, in e Miniry of Finance, Department of Economic Affairs number S.O.3407(E) dated November 8, Foreign Exchange Earnings and Outgo The Particulars of Foreign Exchange Earnings and Outgo are as follows Particulars Foreign Exchange Earnings 3,470,571 6,755,637 Foreign Exchange Outgo 356, , Disclosures required under Section 22 of e Micro, Small and Medium Enterprises Development Act, 2006 Company has not received any confirmation from its vendors at wheer ey are covered under e Micro, Small and Medium Enterprises Development Act, 2006, hence e amounts unpaid at e year end togeer wi intere paid / payable under is Act cannot be identified. 35 Previous Year Figures The previous year figures have been regrouped/reclassified whereever considered necessary to correspond wi current year clasification/disclosure. As per our report of even date For A. R. Sodha & Co. Chartered Accountants (FRN:110324W) A. R. Sodha Partner M.No Place: Mumbai Date: 29 May, 2017 For and on behalf of e Board of Directors Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 104

107 TH 10 ANNUAL REPORT Form AOC-1 Statement containing salient features of e Financial Statement of Subsidiary Companies/Associate Companies/Joint Ventures (Pursuant to provisions of Section 129(3) of e Companies Act, 2013 read wi Rule 5 of Companies (Accounts) Rules, 2014) PART A - SUBSIDIARY COMPANIES (Amounts in `) Particulars Name of e Subsidiary(ies) HHP Broadcaing Services Private Limited (HHP) UBJ Broadcaing Private Limited (UBJ) MPCR Broadcaing Service Private Limited (MPCR) The date since when subsidiary was acquried Reporting period for e subsidiary concerned, if different from e holding company s reporting period Reporting currency and Exchange rate as on e la date of e relevant Financial year in e case of foreign Not Applicable Not Applicable Not Applicable subsidiaries Share Capital 5,000,000 20,000,000 5,000,000 Reserves (1,962,059) (3,853,837) (4,583,500) Total Assets 4,453,389 19,248, ,409 Total Liabilities 1,387,947 3,102, ,908 Invements (except in subsidiary companies) NIL NIL NIL Turnover 2,354,564 4,357,483 1,215,000 Profit/(Loss) before Taxation 85, , ,799 Provision for Taxation 54, ,526 92,048 Profit /(Loss) after Taxation 31, , ,752 Proposed Dividend NIL NIL NIL % of shareholding Names of subsidiaries which are yet to commence operations: None 2 Names of subsidiaries which have been liquidated or sold during e year: None 105

108 PART B - ASSOCIATES AND JOINT VENTURES Name of Associates Krishna Showbiz Services Private Limited Date on which it became Associate Late Audited Balance Sheet Date Shares of Associate held by e Company on e year end Number of Shares held 21,384,000 Amount of Invement in Associates / Joint Ventures (in `) 301,200,000 Extent of Holding % Description of how ere is significant influence Reason why e associate / joint venture is not consolidated Shares held in e Company Net wor attributable to shareholding as per late audited Balance Sheet (Amount in `) 298,251,143 Profit / Loss for e year Considered in Consolidation (Amount in `) 463,917 Not Considered in Consolidation (Amount in `) 502,576 N.A. 1 Names of associates which are yet to commence operations: None 2 Names of associates/joint Ventures which have been liquidated or sold during e year: None For and on behalf of e Board of Directors Place: Mumbai Date: 29 May, 2017 Gautam Adhikari Chairman Anand Shroff VP - Finance & Account & CFO Markand Adhikari Managing Director Nirali Shah Company Secretary & Compliance Officer 106

109 TH 10 ANNUAL REPORT NOTES 107

110 108 NOTES

111 CIN: L64200MH2007PLC Regd. Office : 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Tel.: Fax: cs@tvvision.in Website: PROXY FORM [Pursuant to Section 105(6) of e Companies Act, 2013 and Rule 19(3) of e Companies (Management and Adminiration) Rules, 2014] TH TH 10 ANNUAL GENERAL MEETING ON MONDAY, 25 SEPTEMBER, 2017 Name of e Member(s): Name(s) of e Joint Holder, if any: Regiered address: ID: Foilo No./DP ID*/Client ID (*Applicable to inveors holding shares in Dematerialized Form) I/We being a member(s) of. Shares of e above named Company hereby appoint: (1) Name..... Address.... Id:. Signature. or failing him/her; (2) Name..... Address.. Id:.... Signature. or failing him/her; (3) Name..... Address.... Id:. Signature. As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e10 Annual General Meeting of e Company to be held on Monday, 25 September, 2017 at 12:45 p.m. at Celeial Banquets B-47, Paramount, New Link Road, Oshiwara, Andheri (We), Mumbai and at any adjournment ereof in respect of such resolutions as are indicated overleaf:

112 Resolution Number Resolutions Vote (Optional see Note 2) (Please mention no. of share(s)) Ordinary Business: 1 Ordinary Resolution for adoption of Audited Financial Statements (including e Consolidated Audited Financial Statement) for e year ended 31 March, 2017 along wi Board s Reports and Auditors Report ereon. 2 Ordinary Resolution for appointment of a Director in place of Mr. Markand Adhikari, (DIN: ) Managing Director who retires by rotation and being eligible, offers himself for re-appointment. 3 Ordinary Resolution for ratification e appointment of M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai (FRN: W) as Statutory Auditors of e Company to hold office from e conclusion of 8 Annual General Meeting until e conclusion of 11 Annual General Meeting and to fix eir Remuneration. For Again Abain Special Business: 4. Ordinary Resolution for re-designation of Mr. Gautam Adhikari as Chairman and Whole Time Director of e Company. 5. Ordinary Resolution for payment of remuneration to Mr. Ravi Adhikari as a Creative Director, for holding office or place of profit/employment in e Company. 6. Ordinary Resolution for payment of remuneration Mr. Kailasna Adhikari as a Corporate Communications Head Personal Relations Officer, for holding office or place of profit/employment in e Company. 7. Special Resolution for auority to e Board of Directors to create, offer, issue & allot furer securities of e Company. 8. Special Resolution for approval of e Employee Stock Option Scheme 2017 and grant of e Employee Stock Options under e Plan. Signed is.. day of.., 2017 Signature of shareholder(s) Signature of Proxy holder(s). Affix Revenue Stamp Re.0.15 Note: 1. This form of proxy in order to be effective, should be duly completed and deposited at e Regiered Office of e Company, not less an 48 hours before e commencement of e meeting. 2. It is optional to indicate your preference. If you leave e for, again or abain column blank again any or all resolutions, your proxy will be entitled to vote in e manner as he/she may deemed appropriate. 3. In case of multiple proxies, e Proxy later in time shall be accepted. 4. Proxy need not to be e shareholder of e Company.

113 CIN: L64200MH2007PLC Regd. Office : 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Tel.: Fax: cs@tvvision.in Website: Dear Shareholders, FOR KIND ATTENTION OF SHAREHOLDERS As per e provisions of Section 88 of e Companies Act, 2013 read wi e Companies (Management & Adminiration) Rules, 2014, e Company needs to update its Regier of Members to incorporate certain new details, as required under e said provisions. Furer, as per e Green Initiative in e Corporate Governance initiated by e Miniry of Corporate Affairs (MCA), vide its Circular No. 17/2011 dated 21/04/2011, e Company proposes to send all e notices, documents including Annual Report in electronic form to its members. We, erefore reque you to furnish e following details for updation of Regier of Members and enable e Company to send all communication to you rough electronic mode: Regiered Folio / DP ID & Client ID Name of e Shareholder(s) Faer's / Moer's / Spouse's Name Address (Regiered Office Address in case e Member is a Body Corporate) ID PAN or CIN (in case of Body Corporate) UIN (Aadhar Number) Occupation Residential Status Nationality In case member is a minor, name of e guardian Date of bir of e Member Place: Date: Signature of e Member Kindly submit e above details duly filled in and signed at e appropriate place to e Regirar & Share Transfer Agent of e Company viz. Sharex Dynamic (India) Pvt. Ltd. : Unit No. 1, Lura Indurial Eate, Safed Pool, Andheri Kurla Road, Andheri (Ea), Mumbai The ID provided shall be updated subject to successful verification of your signature. The members may receive Annual Reports in physical form free of co by po by making reque for e same. Thanking you, For TV Vision Limited Gautam Adhikari Chairman DIN:

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115 CIN: L64200MH2007PLC Regd. Office : 4 Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (We), Mumbai Tel.: Fax: cs@tvvision.in Website: ATTENDANCE SLIP TH 10 ANNUAL GENERAL MEETING ON MONDAY, 25 SEPTEMBER, 2017 Regiered Folio/ DP ID & Client ID Name and address of e shareholder(s) Joint Holder 1 Joint Holder 2 No. of share(s) held I/We hereby record my/our presence at e 10 Annual General Meeting of e members of e Company held at Celeial Banquets B-47, Paramount, New Link Road, Oshiwara, Andheri We Mumbai , on Monday, 25 September, 2017 at 12:45 p.m Member's/Proxy's name (in Block Letters) Member's/Proxy's Signature Note: 1. Please fill in e Folio/DP ID/Client ID No., name and sign is Attendance Slip and hand it over at e Attendance Verification Counter at e ENTRANCE HALL OF THE MEETING. 2. Please read e inructions for E-Voting given along wi is Notice. The E-Voting period commences from Friday, nd 22 September, 2017 (10:00 a.m.) and ends on Sunday, 24 September, 2017 (5:00 p.m.). The E-Voting module shall be disabled by NSDL for voting ereafter. ELECTRONIC VOTING PARTICULARS EVEN ( E-VOTING USER ID PASSWORD/PIN EVENT NUMBER)

116 ROUTE MAP FOR THE VENUE OF THE ANNUAL GENERAL MEETING

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