Common use of Accounting Treatment Clause in Contracts

Accounting Treatment. 14.1. Upon the Scheme becoming effective, the Transferee Company shall account for the arrangement in its books of accounts as under: (a) The merger of the Transferor Company with Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”.

Accounting Treatment. 14.1. Upon the Scheme becoming effective, the Transferee Company shall account for the arrangement in its books of accounts as under: (a) The merger of the Transferor Company with Transferee Company shall be accounted for in 10.1 In the books of account the Demerged Company 10.1.1 The Demerged Company will apply accounting from the Effective Date. 10.1.2 The Demerged Company shall derecognize the carrying value of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves assets (including securities premiumcarrying amount of strategic investment in Adani Commodities LLP) of and liabilities pertaining to the Transferor Company Demerged Undertaking, transferred to and vested in into the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Resulting Company. (c) 10.1.3 The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ excess/deficit, if any, of the net value of assets, liabilities and reserves of assets transferred to the Transferor Resulting Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company10.1.2, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account retained earnings of the combined entity. ConverselyDemerged Company. 10.2 In the books of the Resulting Company 10.2.1 The Resulting Company shall record all the assets and liabilities of the Demerged Undertaking (other than investment in equity shares of the Resulting Company forming part of the Demerged Undertaking and held through Adani Commodities LLP) at the amount arrived at in a manner that fair value of shares recorded as per 10.2.3 (b) below gets allocated on a proportionate basis. 10.2.2 Inter-company balances, the deficit (if any) , between the book Demerged Undertaking and the Resulting Company relating to the Demerged Undertaking appearing in the books of the Resulting Company shall stand cancelled and there shall be no further obligation/outstanding in that behalf. 10.2.3 The Resulting Company shall divide the Resulting Company New Equity Shares issued pursuant to the Scheme in two parts: (a) The Resulting Company shall record equity shares issued, to the extent of shares received back as part of the Demerged Undertaking, i.e., held through Adani Commodities LLP, at their face value. (b) The Resulting Company shall record additional shares issued, if any, at their fair value such that the face value of investments (including shares issued is credited to the Share Capital account and any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be differential amount is credited to the Capital Reserve/Securities Premium account. (f) 10.2.4 Investment in equity shares of the Resulting Company forming part of the Demerged Undertaking and held through Adani Commodities LLP will be recorded at the face value of equity shares in the books of the Resulting Company. 10.2.5 The inter-company deposits / loans and advances outstanding between existing shareholding of Adani Commodities LLP in the Transferee Resulting Company and shall stand cancelled. Upon cancellation, the Transferor Resulting Company shall debit to its Equity Share Capital Account, the aggregate face value of the existing equity shares held by Adani Commodities LLP in Resulting Company which stands cancelled hereof. 10.2.6 The accounting policies followed by the Resulting Company will stand cancelled. (g) In prevail, in case of any differences difference in the accounting policies between followed by the Transferor Company and the Transferee Company, the impact Demerged Undertaking from that of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Resulting Company to ensure that the financial statements Financial Statements of the Transferee Resulting Company reflect the true financial position on the basis of consistent accounting policies. (h) The adjustment (if any) to 10.2.7 For accounting purposes, the securities premium account of Resulting Company shall apply the Transferee Company (including securities premium pursuant to merger) and cancellation of Scheme from the equity share capital pursuant to Clause 14.1(e) date when all the substantial conditions for demerger are completed. 10.2.8 Any matter not dealt with in Clauses hereinabove shall be effected as an integral part of the Scheme itself and shall be deemed to be dealt with in accordance with the provisions of Sections 100 Indian Accounting Standards applicable to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”Resulting Company.

Accounting Treatment. 14.1. Upon 18.1 In the Scheme becoming effective, the Transferee Company shall account for the arrangement in its books of accounts as under:the Transferor (a) The merger Upon coming into effect of this Scheme, the transfer of the Transferor Company with Transferee Company Demerged Undertaking shall be accounted for in the books of account of the Transferee Company Transferor in accordance with ‘Pooling the applicable accounting standards prescribed under Section 133 of Interest Method’ of accounting the Act and/or as per Accounting Standard 14 (Accounting for Amalgamation)generally accepted accounting principles. (b) All assetsThe Transferor, as on the Appointed Date shall reduce the carrying value of assets and liabilities and as well as the reserves (including securities premium) pertaining to the Demerged Undertaking at its carrying values. The reserves of the Transferor Company transferred to and vested in Demerged Undertaking will be computed based on the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements net assets of the Transferor CompanyDemerged Undertaking being transferred in proportion to the net assets of the Retained Business. (c) The book values, as on the Appointed Date, of net assets (assets minus liabilities) and reserves as computed in Clause 18.1 (b) above comprised in the Demerged Undertaking transferred to the Transferee Company shall credit to its share capital account, be accounted for as follows: (i) In case the aggregate face value assets of the New Shares on Merger issued by it pursuant Demerged Undertaking transferred exceeds the liabilities and the reserves of the Demerged Undertaking so transferred, then such excess will be debited to Clause 10.1 the securities premium account and balance, if any will be debited to the capital reserve account. (ii) In case the liabilities and the reserves of this Scheme;the Demerged Undertaking exceeds the assets of the Demerged Undertaking so transferred, then such excess will be credited to the capital reserve account. (d) Upon The adjustment/utilization of the Scheme coming into effect, the surplus/ deficitsecurities premium account, if any, as stated in Clause 18.1 (c) above and reduction thereof will be effected as a part of the net value of assetsScheme, liabilities and reserves in accordance with Section 52 of the Transferor Company acquired Act and recorded by the Transferee Company in terms of Clause 14.1(b) above over Sanction Order shall be deemed to be also the face value order under the applicable provisions of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee CompanyAct, (including any additional investment before for confirming the Effective Date) shall be cancelled against the balance remaining in equity share capital utilization / reduction of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date)securities premium account. The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining reduction in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. ConverselyTransferor, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself Scheme, without any further act, instrument or deed on the part of the Transferor or its shareholders and without any approval or acknowledgment of any third party and provisions of Section 66 of the Act shall be deemed not require to be in accordance with followed for such reduction. It is expressly clarified that the provisions of Sections 100 to 103 and any other applicable provisions consent of the Act. The order shareholders and the creditors of the Court sanctioning Transferor to the Scheme shall be deemed to be an order under Section 102 sufficient for the purposes of effecting the above reduction of the Act confirming securities premium account of the reduction without imposing a condition Transferor. 18.2 In the books of the Transferee (a) Upon coming into effect of this Scheme, transfer of the Demerged Undertaking shall be accounted for in the books of the Transferee using the pooling of interests method in accordance with Appendix C to Ind AS 103 – Business combinations of entities under common control. (b) Upon coming into effect of this Scheme, the Transferee shall record the assets and liabilities as well as the reserves, of the Demerged Undertaking vested in it pursuant to this Scheme, at their respective carrying values of the Transferor. The identity of the reserves shall be preserved and shall appear in the financial statements of the Transferee in the same form in which they appeared in the financial statements of the Transferor. (c) The Transferee shall credit to its share capital, and record the New Equity Shares issued and allotted by it pursuant to Clause 16 of the Scheme at par value. (d) The excess, if any, between the carrying value of assets, liabilities and reserve balances under Clause 18.2 (b) above transferred to the Transferee and the consideration discharged by way of the New Equity Shares issued as per Clause 18.2 (c) above to the shareholders of the Transferor in lieu of the Demerged Undertaking shall be recorded as capital reserve in the books of the Transferee. (e) The deficit, if any, between the carrying value of assets, liabilities and reserves under Clause 18.2 (b) above transferred to the Transferee and the consideration discharged by way of the New Equity Shares issued as per Clause 18.2 (c) above to the shareholders of the Transferor in lieu of the Demerged Undertaking shall be recorded as ‘Amalgamation Adjustment Deficit Account’ in the books of the Transferee which is in the nature of debit balance in profit and loss account. (f) In case of any difference in the accounting policy between the Transferee and the Demerged Undertaking of the Transferor, the impact of the same will be quantified and adjusted in the capital reserve / Amalgamation Adjustment Deficit Account as applicable of the Transferee to ensure that the financial statement of the Transferee reflect the financial position on the Transferee Company to add to its name the words, “and reduced”basis of consistent accounting policy.

Accounting Treatment. 14.1. 8.1 Accounting treatment in the books of the Demerged Company: Upon the Scheme becoming effectiveeffective and with effect from the Appointed Date, the Transferee Demerged Company shall account for demerger of the Demerged Undertaking in its books as per applicable accounting principles prescribed under relevant Indian Accounting Standards (“IND AS”). It would inter-alia include the following: 8.1.1 The Demerged Company shall reduce from the book value of its assets, the book value of the assets pertaining to the Demerged Undertaking transferred to the Resulting Company pursuant to the Scheme. 8.1.2 The Demerged Company shall reduce from the book value of its liabilities (including provisions), the book value of the liabilities (including provisions) pertaining to the Demerged Undertaking transferred to the Resulting Company pursuant to the Scheme. 8.1.3 The inter-company balances between Demerged Company and Resulting Company relating to the Demerged Undertaking, if any, in the books of accounts of Demerged Company shall stand cancelled. 8.1.4 The Demerged Company shall recognise the difference, if any, between the carrying value of assets and liabilities of Demerged Undertaking as per Clause 8.1.1 and Clause 8.1.2 above, in the statement of profit and loss account. 8.2 Accounting treatment in the books of the Resulting Company: Upon the Scheme becoming effective and with effect from the Appointed Date, the Resulting Company shall account for demerger of the Demerged Undertaking in its books as per applicable accounting principles prescribed under relevant Indian Accounting Standards 103 (“IND AS 103”). It would inter-alia include the following: 8.2.1 The Resulting Company shall account for the arrangement in its books of accounts as under: (a) The merger of the Transferor Company with Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ laid down by Appendix C of accounting as per Accounting Standard 14 IND AS 103 (Accounting for AmalgamationBusiness combinations of entities under common control). (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) 8.2.2 The Transferee Resulting Company shall credit to its share capital account, the aggregate face value of the Resulting Company New Equity Shares on Merger issued by it pursuant to Clause 10.1 7.1 of this Scheme;. (d) Upon 8.2.3 Assets and liabilities of the Scheme coming into effect, Demerged Undertaking transferred to and vested in the surplus/ deficitResulting Company shall be recorded at their carrying values as appearing in the books of the Demerged Company in accordance with the requirements of relevant IND AS. 8.2.4 The identity of the reserves shall be preserved and shall appear in the financial statements of the Resulting Company in the same form in which they appeared in the financial statements of the Demerged Company pertaining to the Demerged Undertaking. 8.2.5 The inter-company balances between Demerged Company and Resulting Company relating to the Demerged Undertaking, if any, in the books of the net value accounts of assets, liabilities and reserves of the Transferor Resulting Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) 8.2.6 The difference between book value of assets and liabilities of the Demerged Undertaking as recorded by the Resulting Company after considering effect of Clause 8.2.3 and Clause 8.2.4 shall be recorded as capital reserve. 8.2.7 In case of any differences in the accounting policies policy between the Transferor Demerged Company and the Transferee Resulting Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in to the reserves of the Transferee Company Resulting Company, to ensure that upon the coming into effect of this Scheme, the financial statements of the Transferee Resulting Company reflect the true financial position on the basis of a consistent accounting policiespolicy. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”.

Accounting Treatment. 14.1. Upon 26.1 In the Scheme becoming effective, the Transferee Company shall account for the arrangement in its books of accounts as under:the First Resulting Company (a) The merger Upon coming into effect of this Scheme, the First Resulting Companyshall record the assets and liabilities of the Transferor Company with Transferee Company shall be accounted for Broadcasting Business Undertakings at the respective book values appearing in the books of account Demerged Companies at the opening of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation)business hours on theDemerger Appointed Date. (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee First Resulting Company shall credit to its share capital account, the aggregate face value of the New Equity Shares on Merger issued by it pursuant to Clause 10.1 24.1of this Scheme and Preference Shares issued by it pursuant to Clause 24.1of this Scheme to the equity shareholders and the preference shareholders of this Scheme;the Second Transferor Company/SABTNL. (c) Loans and advances and other dues outstanding between the First Resulting Company and the Broadcasting Business Undertakings of the Demerged Companies, if any would stand cancelled and there shall be no further obligation / outstanding in that behalf. (d) Upon the Scheme coming into effectThe First Resulting Company shall debit to its share capital account, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the aggregate face value of the New Equity Shares on Merger issued and allotted held by SABTNL which stands cancelled pursuant to Clause 10.1 above shall be adjusted the transfer and vesting of the Broadcasting Business Undertaking of the Second Demerged Company in reservesaccordance with clause 25.1. (e) The investments in equity shares difference between the excess of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital net assets of the Transferee Company as per Clause 6.3 above of Broadcasting Business Undertakings transferred from the Scheme Demerged Companies over (including any increase in equity share capital pursuant to issue of additional shares before a) the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit difference (if any) between the book Face value of investments (including any additional investment before held by the Effective Date) and Second Demerged Company in the balance remaining in equity share capital of the Transferee First Resulting Company as per Clause 6.3 cancelled pursuant to clause 25.1 above and the face value of the Scheme (including any increase in corresponding equity share capital of the First Resulting Company, issued pursuant to issue clause 24.1 above; (b) the face value of additional shares before Preference Shares capital of the Effective DateFirst Resulting Company issued pursuant to clause 24.1 above; and (c) shall the value of investments held by the First Resulting Company in the Demerged Companies, excluding SABTNL as cancelled pursuant to clause 25.2 above would be credited to adjusted against/recorded as General Reserve by the Capital ReserveFirst Resulting Company. (f) The inter-company deposits / loans If considered appropriate for the purpose of application of uniform accountingmethods and policies between the Demerged Companies and the First Resulting Company, the First Resulting Company may make suitable adjustments and adjust the effect thereof in the Capital Reserve Account of the First Resulting Company. 26.2 In the books of the Second Demerged Company (a) Upon the Scheme becoming effective, the Second Demerged Company shall reduce the book value of assets, including investments in the equity share capitalof the First Resulting Company in the books of the Second Demerged Company and liabilities pertaining to the Broadcasting Business Undertaking from its books of account. (b) Loans and advances and other dues outstanding between the Transferee First Resulting Company and the Transferor Company will Broadcasting Business Undertaking of the Second Demerged Company, if any would stand cancelledcancelled and there shall be no further obligation / outstanding in that behalf. (gc) In case of any differences in the accounting policies between the Transferor Company and the Transferee CompanySABTNL shall debit to its share capital account, the impact aggregate face value of the same till the Appointed Date Preference Shares cancelled pursuant to clause 25.3 of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policiesthis Scheme. (hd) Theexcess of the book value of assets over the book value of liabilities of the Broadcasting Business Undertakingtransferred to the First Resulting Company pursuant to this Scheme, would be adjusted as under: a. against the amount of Preference Shares reduced pursuant to clause 25.3; b. against the amount standing to the credit of Capital Reserve Account; c. against the amount standing to the credit of Securities Premium Account; and d. the amount standing to the credit of General Reserves, if required And where the amount of assets transferred over liabilities is lower, the difference would get credited to the Capital Reserve Account (e) The adjustment (if any) to reduction in the securities premium account Securities Premium Account of the Transferee Second Demerged Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Section 78 read with Sections 100 to 103 104 of the Companies Act, 1956 and any Section 52 of the Companies Act, 2013 and all other applicable provisions of the Act. The order Act and the Order of the High Court sanctioning the this Scheme shall be deemed to be an order also the Orders under Section 102 of the Act for the purpose of confirming the reduction. Notwithstanding the reduction without imposing a condition on in the Transferee equity share capital of the Resulting Company, the Resulting Company shall not be required to add "And Reduced" as suffix to its name name 26.3 In the wordsbooks of the Demerged Companies, “other than the Second Demerged Company: (a) Upon the Scheme becoming effective, the Demerged Companies, other than the Second Demerged Company shall reduce the book value of assetsand liabilities pertaining to the Broadcasting Business Undertaking from its books of account. (b) The respective Demerged Companies, excluding SABTNL shall debit to its share capital account, the aggregate face value of the Equity Shares held by the First Resulting Company in the Demerged Companies which stands cancelled pursuant to the transfer and reduced”vesting of the Broadcasting Business Undertaking of the Demerged Companies, excluding SABTNL into the First Resulting Company in accordance with clause 25.2. (c) Loans and advances and other dues outstanding between the First Resulting Company and the Broadcasting Business Undertakings of the Demerged Companies, if any would stand cancelled and there shall be no further obligation / outstanding in that behalf. (d) The difference between the book value of assets and the book value of liabilities of the Broadcasting Business Undertakingtransferred to the First Resulting Company over the value of equity capital cancelled pursuant to clause 25.2 by the respective Demerged Companies, excluding SABTNL would be accumulated to the amount standing in the profit and loss account of the respective Demerged Companies.

Accounting Treatment. 14.1. Upon The Demerged Company and the Scheme becoming effective, the Transferee Resulting Company shall account for the arrangement demerger of the Demerged Undertaking in its their respective books of accounts in accordance with the accounting standards prescribed under section 133 of the Companies Act, 2013 and generally accepted accounting principles, as undermay be amended from time to time, in the following manner: 10.1. Accounting treatment in the books of the Demerged Company: 10.1.1. Upon the Scheme coming into effect and with effect from the Appointed Date, the Demerged Company shall reduce the book value of assets and liabilities pertaining to the Demerged Undertaking. 10.1.2. Inter-corporate loans and advances or deposits between the Demerged Company and the Resulting Company, if any, to the extent it relates to the Demerged Undertaking, shall stand cancelled and there shall be no further obligation outstanding in this behalf. 10.1.3. The excess of the assets transferred over the liabilities pertaining to Demerged Undertaking shall be adjusted against the Reserves as appearing in the books of the Demerged Company on the Appointed Date in the sequence set out hereunder and reduced to zero balance:- (a) Firstly against Capital Reserve; (b) Secondly against General Reserve; and (c) The merger of the Transferor Company with Transferee Company shall be accounted for balance against Profit & Loss Account. 10.2. Accounting treatment in the books of account of the Transferee Resulting Company: 10.2.1. As on the Appointed Date, the Resulting Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assetsshall record all the assets and liabilities, liabilities and reserves (including securities premium) of pertaining to the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded Demerged Undertaking, at their respective book values and as appearing in the same form as they appear in financial statements books of the Transferor Demerged Company. (c) The Transferee 10.2.2. Resulting Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger redeemable preference shares issued by it to the shareholders of the Demerged Company pursuant to Clause 10.1 9 of this Scheme;. (d) Upon the Scheme coming into effect, the surplus/ deficit10.2.3. Loans and advances and other dues, if any, outstanding between the Resulting Company and the Demerged Undertaking of the Demerged Company will stand cancelled and there shall be no further obligation / outstanding in that behalf. 10.2.4. The difference between the amount credited as share capital in terms of Clause 10.2.2. above and the net value of assets, liabilities and reserves assets of the Transferor Company Demerged Undertaking acquired and recorded by the Transferee Resulting Company in terms of Clause 10.2.1. above and after making adjustments referred to in Clause 14.1(b) 10.2.3. above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall would be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact Reserve Account of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policiesResulting Company. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”.

Accounting Treatment. 14.116.1. Accounting treatment in the books of the Demerged Company Upon the Scheme becoming effectivecoming into effect and with effect from Appointed Date, the Transferee Demerged Company shall account for the arrangement demerger of the Demerged Undertaking in its books of accounts account as underper the applicable accounting principles prescribed under the relevant Indian Accounting Standards (Ind AS). It would inter alia include the following: (a) The merger Demerged Company shall in its books of accounts, reduce the respective carrying values of the Transferor Company with Transferee Company shall be accounted for in assets and liabilities pertaining to the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company Demerged Undertaking being transferred to and vested in the Transferee Resulting Company pursuant to this Scheme shall be recorded at their respective book values and appearing in the same form as they appear in financial statements Books of Accounts of the Transferor Company (c) The Transferee Demerged Company shall credit to its share capital account, as on the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reservesAppointed Date. (eb) The investments in equity shares of Transferee Companyintercompany balances, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit loans and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Converselyadvances, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited pertaining to the Capital Reserve. (f) The inter-company deposits / loans and advances Demerged Undertaking, outstanding between the Transferee Resulting Company and the Transferor Demerged Company will stand cancelled. (gc) The difference i.e., the excess or shortfall, if any, of the aggregate of the net assets (i.e., difference between the carrying value of assets and liabilities related to Demerged Undertaking) standing in the books of accounts of the Demerged Company transferred to the Resulting Company on the Appointed Date, shall be adjusted/ recorded against Reserves & Surplus in the books of the Demerged Company. (d) Since, the entire paid-up share capital of the Demerged Company is held by the Resulting Company, no new shares shall be issued by Resulting Company in lieu of the transfer of Demerged Undertaking, to the shareholders of the Demerged Company, as the Resulting Company itself is the shareholder of the Demerged Company. (e) Upon the Scheme becoming effective as an integral part of the Scheme and in pursuant to clause 15 of the Scheme: — the face value as on the Appointed date of the preference share capital will be reduced by reducing the face value of the preference share from INR 100 per preference share to INR 1 fully paid up per preference share. The face value of such preference share capital as reduced shall be adjusted against Reserves & Surplus of the Demerged Company. — the face value as on the Appointed date of the equity share capital will be reduced by reducing the face value of the equity share from INR 10 per equity share to INR 1 fully paid up per equity share. The face value of such equity share capital as reduced shall be adjusted against Reserves & Surplus of the Demerged Company. 16.2. Accounting treatment in the books of the Resulting Company Upon the Scheme coming into effect and with effect from Appointed Date, since the transaction involves entities which are ultimately controlled by the same party before and after the demerger, the Resulting Company shall account for the Demerged Undertaking in its books of account, using pooling of interest method, in accordance with Appendix C ‘Business Combinations of entities under common control’ of IND AS 103 for Business Combination prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015 and generally accepted accounted principles, as may be amended from time to time. It would inter-alia include the following: (a) The Resulting Company shall record the assets and liabilities pertaining to the Demerged Undertaking of the Demerged Company transferred to and vested in it pursuant to this Scheme at book values; (b) The intercompany balances, loans and advances, pertaining to the Demerged Undertaking, outstanding between the Resulting Company and the Demerged Company will stand cancelled; (c) Consequent to clause 15 hereinabove, the investments held by the Resulting Company in the Demerged Company shall get reduced in the proportion of capital reduced by the Demerged Company and therefore, the acquisition of Demerged Undertaking by the Resulting Company would not result in any monetary gains to the Resulting Company. (d) The difference, being the excess or shortfall, if any, of book value of the assets over the liabilities pertaining to the Demerged Undertaking of the Demerged Company recorded by the Resulting Company and after adjusting for reduction, if any, in the value of investments of the Resulting Company in the Demerged Company, shall be adjusted in Reserves and Surplus, in the books of the Resulting Company. 16.3. In case of any differences in accounting policy followed by the Demerged Company in respect of Demerged Undertaking vis-à-vis the accounting policies between policy followed by the Transferor Company and the Transferee Resulting Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves Reserves and Surplus of the Transferee Company Resulting Company, to ensure that upon the coming into effect of this Scheme, the financial statements of the Transferee Resulting Company reflect the true financial position on the basis of a consistent accounting policiespolicy. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”.

Accounting Treatment. 14.1. Upon 34.1 In the Scheme becoming effective, the Transferee Company shall account for the arrangement in its books of accounts as under:the Second Resulting Company (a) The merger Upon coming into effect of this Scheme, the Second Resulting Companyshall record the assets and liabilities of the Transferor Company with Transferee Company shall be accounted for SABTNL Publication Business Undertaking at the respective book values appearing in the books of account SABTNL at the opening of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation)Demerger Appointed Date. (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Second Resulting Company shall credit to its share capital account, the aggregate face value of the New Equity Shares on Merger and Preference Shares issued by it pursuant to Clause 10.1 32.1 of this Scheme;. (c) Loans and advances and other dues outstanding between the Second Resulting Company and the SABTNL Publication Business Undertaking, if any will stand cancelled and there shall be no further obligation / outstanding in that behalf. (d) Upon the Scheme coming into effectThe Second Resulting Company shall debit to its share capital account, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the aggregate face value of the New Equity Shares on Merger issued held by its existing shareholders and allotted cancelled pursuant to Clause 10.1 above shall be adjusted in reservesclause 33.1 of this Scheme. (e) The investments excess of net assets of the SABTNL Publication Business Undertaking transferred from SABTNL and recorded by the Second Resulting Company in terms of clause 34.1 (a) above, over the difference between the amount of equity shares capital cancelled pursuant to clause 33.1 and the face value of Transferee Equity Shares and Preference Shares issued pursuant to clause 32.1 above would stand credited as capital reserve account and in case of deficit, the same shall be debited as Goodwill in the books of the Second Resulting Company. (f) If considered appropriate for the purpose of application of uniform accounting methods and policies between the SABTNL and the Second Resulting Company, the Second Resulting Company may make suitable adjustments and adjust the effect thereof in the General Reserve Account of the Second Resulting Company. 34.2 In the books of the SABTNL (including any additional investment before a) Upon the Effective DateScheme becoming effective, the SABTNL shall reduce the book value of assets and liabilities pertaining to the SABTNL Publication Business Undertaking from its books of account. (b) SABTNL shall be cancelled against the balance remaining in equity debit to its share capital account, the aggregate face value of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital Preference Shares cancelled pursuant to issue clause 33.2 of additional shares before the Effective Date). this Scheme. (c) The surplus (if any) excess of the book value of investments (including any additional investment before the Effective Date) assets over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital liabilities transferred of the Transferee Company as per Clause 6.3 SABTNL Publication Business Undertaking shall be adjusted a. against the amount of the Scheme (including any increase in equity share capital Preference Shares reduced pursuant to issue of additional shares before clause 33.2; b. against the Effective Date) shall be credited amount standing to the credit of Capital Reserve.Reserve Account; (f) The inter-company deposits / loans and advances outstanding between c. against the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (h) The adjustment (if any) amount standing to the securities premium account credit of Securities Premium Account; and d. the Transferee Company (including securities premium pursuant amount standing to merger) and cancellation the credit of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the wordsGeneral Reserves, “and reduced”.if required

Accounting Treatment. 14.1. Upon 14.1 The Demerged Company and the Scheme becoming effective, the Transferee Resulting Company shall account for the arrangement Scheme in its books of accounts as under: (a) The merger of the Transferor Company with Transferee Company shall be accounted for in the books of account of the Transferee Company their respective books/financial statements in accordance with ‘Pooling applicable Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, and generally accepted accounting principles in India as amended from time to time including as provided herein below: 14.1.1 The demerger accounting will apply from the date on which all substantive approvals are received. 14.1.2 The Demerged Company shall derecognise the carrying value of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assetsassets and liabilities pertaining to the Demerged Undertaking, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Resulting Company from the carrying value of assets and liabilities as appearing in its books. 14.1.3 The Demerged Company shall derecognise the carrying amount of investments in the Resulting Company cancelled pursuant to the Scheme. 14.1.4 Loans and advances, receivables, payables and other dues outstanding between the Demerged Company and the Resulting Company relating to the Demerged Undertaking will stand cancelled and there shall be no further obligation / outstanding in that behalf. 14.1.5 The excess/deficit if any, of the net assets transferred to the Resulting Company pursuant to this Scheme Clause 14.1.2 after giving effect to investment cancellation as mentioned in Clause 14.1.3 and effect to elimination of balances as mentioned in Clause 14.1.4, shall be recorded adjusted with the Retained Earnings of the Demerged Company. 14.1.6 Till the time demerger is effective and approved by the NCLT, the Resulting Company will be considered as a wholly owned subsidiary of the Demerged Company and thus consolidated financial statement from incorporation till the date the Scheme becomes effective will be prepared by the Demerged Company. 14.1.7 The Resulting Company shall record the assets and liabilities pertaining to the Demerged Undertaking, transferred to and vested in it at their respective book carrying values and as appearing in the same form as they appear in financial statements books of the Transferor Demerged Company. (c) 14.1.8 Loans and advances, receivables, payables and other dues outstanding between the Demerged Company and the Resulting Company relating to the Demerged Undertaking will stand cancelled and there shall be no further obligation / outstanding in that behalf. 14.1.9 The Transferee Resulting Company shall credit to its share capital account, in its books of accounts the aggregate face value of the New Shares on Merger equity shares issued by it to the shareholders of the Demerged Company pursuant to Clause 10.1 11 of this Scheme;. (d) Upon the Scheme coming into effect, the surplus/ deficit, 14.1.10 The excess/deficit if any, of the net value of assets, liabilities and reserves of assets transferred to the Transferor Resulting Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above 14.1.7 after giving effect to Clause 14.1.8 and Clause 14.1.9, shall be transferred to the Capital Reserve of the Resulting Company. 14.1.11 In case of any difference in accounting policy between the Demerged Company and the Resulting Company, the accounting policies followed by the Resulting Company shall prevail and the difference shall be adjusted in reservesappropriately as per the applicable Ind-AS. (e) 14.1.12 The investments in equity shares of Transferee Resulting Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity ’s share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital cancelled pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) 12 shall be credited to the Capital ReserveReserve account. (f) The inter-company deposits / loans and advances outstanding between 14.1.13 On the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee CompanyEffective Date, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted financial information in the reserves of the Transferee Company to ensure that the financial statements in respect of prior periods will be restated as if the demerger had occurred from the beginning of the Transferee Company reflect preceding period or the true financial position on the basis date of consistent accounting policies. (h) The adjustment (if any) to the securities premium account incorporation of the Transferee Company (including securities premium pursuant to merger) and cancellation Resulting Company, whichever is later, irrespective of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part actual date of the Scheme itself and shall be deemed to be combination in accordance with the provisions of Sections 100 Appendix C to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”Ind-AS 103.

Accounting Treatment. 14.1. Upon 9.1 In the Scheme becoming effectivebooks of the Demerged Company 9.1.1 Notwithstanding anything to the contrary contained herein, the Transferee Demerged Company shall give effect to the demerger of the Demerged Undertaking in accordance with the accounting principles prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as notified under Section 133 of the Act (“Ind AS”), as amended and on the date as determined under Ind AS. The accounting in the books of the Demerged Company is as follows: 9.1.1.1 The Demerged Company shall derecognise from its books of accounts, the carrying amount of assets and liabilities pertaining to the Demerged Undertaking; 9.1.1.2 The excess of the carrying amount of assets transferred over the carrying amount of liabilities transferred shall be debited to appropriate reserve within equity; and 9.1.1.3 The Demerged Company shall derecognise the carrying amount of investments in the Resulting Company cancelled pursuant to the Scheme. 9.2 In the books of the Resulting Company 9.2.1 Notwithstanding anything to the contrary contained herein, the Resulting Company shall account for the arrangement acquisition of the Demerged Undertaking in its books of accounts by applying the principles prescribed in Indian Accounting Standard 103, Business Combinations, Appendix C - Business combinations of entities under common control and other accounting principles prescribed under the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) as undernotified under Section 133 of the Companies Act, 2013 and on the date determined in accordance with Ind AS. The Resulting Company shall account for acquisition of Demerged Undertaking as follows: (a) The merger 9.2.1.1 Resulting Company shall recognise the assets and liabilities of the Transferor Company with Transferee Company shall be accounted for Demerged Undertaking, at their respective carrying amounts as appearing in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation)Demerged Company; (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) 9.2.1.2 The Transferee Resulting Company shall credit to debit its share capital account, account in its books of account with the aggregate face value of the New Shares on Merger shares issued by it pursuant the Resulting Company to Clause 10.1 of this Schemethe Demerged Company for cancelled shares and credit capital reserve for the same amount; (d) Upon the Scheme coming into effect, the surplus/ deficit9.2.1.3 The difference, if any, between the carrying amount of the net value of assets, liabilities and reserves assets of the Transferor Company Demerged Undertaking acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the aggregate face value of the New Shares on Merger shares issued and allotted pursuant to Clause 10.1 above the shareholders of the Demerged Company shall be adjusted in reserves.to capital reserve; (e) 9.2.1.4 The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Resulting Company reflect the true financial position on the basis of consistent accounting policies. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be restated in accordance with the provisions requirements of Sections 100 to 103 and any other applicable provisions Appendix C of the Act. The order of the Court sanctioning the Scheme Ind AS 103; and 9.3 Any matter not dealt with in this Clause 9 hereinabove shall be deemed to be an order under Section 102 of dealt with in accordance with the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”applicable Ind AS.

Accounting Treatment. 14.112.1. The provisions of the Indian Accounting Standard (Ind AS) 103, Business Combinations, or such other accounting standard as applicable from time to time will be complied with to the extent applicable to this Scheme. 12.2. The amalgamation of Second Transferor Company with the Transferee Company shall be accounted for in accordance with the “Pooling of Interest Method” of accounting as laid down in Appendix C of Ind AS 103 (Business combinations of entities under common control) and / or any other applicable Ind AS, as the case may be, as notified under section 133 of the Act read with relevant rules issued thereunder. 12.3. Upon the Scheme becoming effectivecoming into effect, the Transferee Company shall account for the arrangement amalgamation in its books of accounts as under: (a) The merger of All the Transferor Company with Transferee Company shall be accounted for assets and liabilities recorded in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Second Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to this the Scheme and shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company at their respective carrying amounts as appearing in terms of Clause 14.1(bits consolidated financial statements. b) above over All the face value reserves of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above Second Transferor Company under different heads shall become the corresponding reserves of the Transferee Company. The identity of the reserves of the Second Transferor Company shall be adjusted preserved and they shall appear in reservesthe financial statements of the Transferee Company in the same form and manner, in which they appear in its consolidated financial statements. (ec) Inter-company balances including loans and advances, if any, shall be eliminated. d) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Second Transferor Company as per Clause 6.3 above appearing in the books of account of the Scheme (including any increase Transferee Company, shall stand cancelled and there shall be no further obligation in equity share capital pursuant to issue of additional shares before the Effective Date)that behalf. The surplus (if any) of aforesaid investments shall be adjusted against the book value of investments (including any additional investment before the Effective Date) over the balance remaining in paid- up equity share capital of the Second Transferor Company. e) The compulsorily convertible debentures issued by the Second Transferor Company to the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Converselystand cancelled, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining investment in equity share capital said compulsorily convertible debentures as appearing in the books of account of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall also stand cancelled, and there shall be credited to the Capital Reserveno further obligation in that behalf. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Second Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of accounting policies followed by the Transferee Company company shall prevail to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (g) The difference, if any, arising after taking the effect of above clauses, shall be adjusted to the debit of capital reserve as ‘Amalgamation Adjustment Deficit Account’. h) The adjustment As required by Ind AS 103, notwithstanding anything stated in para (if anya) to (g) above, the securities premium account financial information in the financial statements in respect of prior periods will be restated as if the business combination had occurred from the beginning of the Transferee Company (including securities premium pursuant to merger) and cancellation preceding period in the financial statements, irrespective of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part actual date of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”combination.

Accounting Treatment. 14.1. Upon 35.1 As the Transferor Companies shall stand dissolved without being wound up and all the assets and liabilities as well as reserves shall be transferred to the Transferee Company, on a going concern basis, upon the Scheme becoming effective, hence there is no accounting treatment prescribed under this Scheme in the books of the Transferor Companies. 35.2 On effectiveness of the Scheme and with effect from the Appointed Date, since the transaction involves entities which are under common control before and after the transaction, the Transferee Company shall account for the arrangement transfer and vesting of the Undertaking as per the “Pooling of Interests” method in its books of accounts in accordance with Appendix C for Business combinations of entities under common control of the Indian Accounting Standards (IND AS) 103 prescribed under Section 133 of the Companies Act, 2013, as undernotified under the Companies (Indian Accounting Standards) Rules, 2015 and other applicable accounting standards prescribed under the Act. 35.3 The pooling of interests’ method is considered to involve the following: (a) The merger a. All the assets and liabilities of the Transferor Company with Companies shall be recorded in the financial statements of the Transferee Company at their carrying amounts as appearing in the financial statements of the Transferor Companies, prior to this Section III being made effective. No adjustments will be made to reflect fair values or recognize any new assets or liabilities. The only adjustments that are made are to harmonize the accounting policies. b. The identity of the reserves of the Transferor Companies shall be accounted for preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner in which they appear in the financial statements of the Transferor Companies, prior to Section III of this Scheme being made effective, and it shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company. c. The difference between the i) aggregate face value of the equity shares of the Transferee Company issued and allotted by it to the members of the Transferor Companies, if any, (which is expected to be NIL in view of clause 33) and ii) the equity share capital of the Transferor Companies respectively, shall be adjusted in the capital reserve account. d. The financial information in the financial statements of the Transferee Company in respect of prior periods should be restated as if the amalgamation had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. e. The difference, if any arising from the cancellation of cross-holdings (if any) shall also be adjusted in the capital reserves account of the Transferee Company. f. To the extent that there are inter-corporate loans/trade deposits, debentures, debt securities or balances between the Transferor Companies inter se and/or the Transferor Companies and the Transferee Company, the obligation in respect thereof shall come to an end and corresponding effect shall be given in the books of account and the records of the Transferee Company in accordance with ‘Pooling for the reduction / netting of Interest Method’ of accounting any assets or liabilities, as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficitcase may be. Difference, if any, arising upon such cancellation, shall be credited or debited, as the case may be, to the reserve of the net value of assetsTransferee Company. g. The Scheme set out herein in its present form or with any modification(s) or amendment(s) approved, liabilities and reserves of the Transferor Company acquired and recorded imposed or directed by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above Tribunals or any other Governmental Authority shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before effective from the Appointed Date but shall be operative from the Effective Date) shall . However, if the Ind AS 103 require the amalgamation to be cancelled against the balance remaining in equity share capital of the Transferee Company accounted with effect from a different date, then it would be accounted as per Clause 6.3 above the requirements of Ind AS 103, for accounting purpose, to be compliant with the Scheme (including any increase in equity share capital pursuant Indian accounting standards. For regulatory and tax purposes, amalgamation would have been deemed to issue be effective from the Appointed Date of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reservethis Scheme. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) h. In case of any differences in the accounting policies between the Transferor Company Companies and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (h) . The adjustment (difference, if any) to , in the securities premium account accounting policies between the Transferor Companies and Transferee Company, shall be ascertained and the impact of the same will be quantified and adjusted in the retained earnings or another affected component of equity of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected Company, as an integral part of the Scheme itself and shall be deemed to be applicable, in accordance with the provisions requirements of Sections 100 Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. i. The costs relating to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall will be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”accounted in accordance with Ind AS 103.

Accounting Treatment. 14.114.1 Treatment in the books of Demerged Company a. On the Scheme becoming effective, all the assets and liabilities pertaining to the Demerged Undertaking, (the difference between the assets and liabilities hereinafter referred to as the “Net Assets”), shall cease to be the assets and liabilities of the Demerged Company and be transferred to the Resulting Company at carrying value in accordance with the Scheme. Upon The Demerged Company shall adjust the difference between the carrying value of assets and liabilities to its reserves in retained earnings. b. The existing issued and paid-up share capital of the Resulting Company comprising of 10,000 (Ten Thousand) equity shares having face value of Rs. 5 (Rupees Five) each, held by the Demerged Company comprising 100% (One Hundred Percent) of the total issued and paid-up equity share capital of the Resulting Company as on the Effective Date, shall stand cancelled without any further act or deed on part of the Resulting Company. This amount will be adjusted to the retained earnings of the Demerged Company. c. Any matter not dealt with in the Clause 14.1 shall be dealt with in accordance with the applicable accounting standards and in accordance with the Indian Generally Accepted Accounting Principles. 14.2 Treatment in the books of the Resulting Company a. On the Scheme becoming effective, the Transferee Resulting Company shall account for the arrangement Demerger as common control business combination in accordance with the “pooling of interest method”, as per Appendix C of Ind-AS 103, “Business Combination” notified under the provisions of the Act, read with relevant rules framed thereunder and the other applicable accounting standards prescribed under the Act. b. All assets and liabilities in relation to the Demerged Undertaking shall be recorded in its books of accounts as under: (a) The merger of by the Transferor Resulting Company with Transferee Company shall be accounted for in at the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear recorded in the books of Demerged Company subject to consistent accounting policies. c. The reserves adjusted by the Demerged Company in relation to Net Assets of the Demerged Undertaking shall be preserved in the financial statements of the Transferor Resulting Company in the same form in which they appeared in the financial statements of the Demerged Company. (c) d. The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger equity shares of the Resulting Company, issued by it pursuant to Clause 10.1 the shareholders of this Scheme;the Demerged Company shall stand credited to the share capital of the Resulting Company in its books of accounts. (d) Upon the Scheme coming into effect, the surplus/ deficite. The difference, if any, between the amount recorded as the share capital issued, reserves recorded as per clause 14.2.c and the assets and liabilities transferred by the Demerged Company to the Resulting Company shall be recorded as capital reserve and shall be presented separately from other capital reserve with disclosure of its nature and purpose in notes. f. Immediately after the issuance of shares by the Resulting Company to the shareholders of the net value of assetsDemerged Company, liabilities and reserves the 10,000 (Ten Thousand) equity shares of the Transferor Resulting Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the having face value of Rs. 5 (Rupees Five) each held by the New Shares on Merger Demerged Company comprising 100% (One Hundred per cent) of the total issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in paid-up equity share capital of the Transferee Resulting Company as per Clause 6.3 above on the Effective Date shall stand cancelled, without any further act or deed on part of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before Resulting Company and the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) same shall be adjusted against the securities premium capital reserves account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining Resulting Company. g. Any matter not dealt with in equity share capital of the Transferee Company as per this Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) 14.2 shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (h) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part of the Scheme itself and shall be deemed to be dealt with in accordance with the provisions of Sections 100 to 103 applicable accounting standards and any other applicable provisions of in accordance with the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”Indian Generally Accepted Accounting Principles.

Accounting Treatment. 14.16.1 The accounting for the amalgamation would be done in accordance with The Purchase Method of accounting referred in Accounting Standard 14 – Accounting for Amalgamation (AS 14). Upon the Scheme becoming effectiveAccordingly, the Transferee Company shall account record for the arrangement Scheme in its books of accounts as under: (a) 6.2 The merger of the Transferor Company with Transferee Company shall be accounted for in record all the books assets and liabilities of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of all the Transferor Company transferred to and vested in the Transferee Company Companies pursuant to this Scheme shall be recorded at their respective book fair values and in the same form as they appear in financial statements of the Transferor Companymay be determined; (c) 6.3 The Transferee Company shall credit to its share capital account, account with the aggregate face value of the New Shares on Merger issued by it issued, pursuant to Clause 10.1 5 of this the Scheme; (d6.4 Any inter-company balance(s) Upon will stand cancelled and there shall be no further obligation / outstanding in that behalf; 6.5 Any inter-company investments as on the Scheme coming into effecteffective date will stand cancelled / impaired as the case may be; 6.6 The difference, being the surplus/ deficit, if any, excess of the net assets value of assets, liabilities and reserves of the Transferor Companies transferred to the Transferee Company acquired and recorded over the value of Shares issued by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before after making the Effective Date) shall be cancelled against the balance remaining adjustment as mentioned in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per 6.4 and Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely6.5 above, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between Reserve account of the Transferee Company. In case of there being a deficit, the same shall be adjusted by the Transferee Company to its General Reserves and the balance if any, shall be adjusted against the Profit and loss account. Further, all the costs and expenses incurred as per Clause 20 of the Scheme as well as other costs, whether of the Transferor Company will stand cancelledCompanies or of the Transferee Company, incidental with the finalisation of this Scheme and to put it into operation, including expenses in connection with license registration, advisory fees, stamp duty charges, meeting expenses, professional fees, consultant fees & expenses and any other expenses or charges attributable to the implementation of the Scheme, shall be adjusted in the General Reserve Account in the books of the Transferee Company, after coming into effect of the Scheme. (g) 6.7 In case of any differences difference in the accounting policies policy between the Transferor Company Companies and the Transferee Company, the impact of the same till the Appointed Date of the Scheme amalgamation will be quantified and adjusted in the reserves General Reserve account of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies.policy; (h) The adjustment (if any) to 6.8 Cancellation / Impairment of inter-company investments in the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to manner set forth in Clause 14.1(e) 6.5 above shall be effected as an integral part of this Scheme; and 6.9 Notwithstanding the Scheme itself and shall be deemed above, the Board of Directors of the Transferee Company, in consultation with statutory auditors, is authorised to be account for any of the balances in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the wordsmanner, “and reduced”if such accounting treatment is considered more appropriate.

Accounting Treatment. 14.122.1 As the Transferor Company No. Upon 1 shall stand dissolved without being wound up and all the assets and liabilities as well as reserves shall be transferred to the Resulting Company, on a going concern basis, upon the Scheme becoming effective, hence there is no accounting treatment prescribed under this Scheme in the Transferee books of the Transferor Company No. 1. 22.2 On effectiveness of the Scheme and with effect from the Appointed Date, since the transaction involves entities which are under common control before and after the transaction, the Resulting Company shall account for the arrangement transfer and vesting of the Undertaking as per the “Pooling of Interests” method in its books of accounts in accordance with Appendix C for Business combinations of entities under common control of the Indian Accounting Standards (IND AS) 103 prescribed under Section 133 of the Companies Act, 2013, as undernotified under the Companies (Indian Accounting Standards) Rules, 2015 and other applicable accounting standards prescribed under the Act. 22.3 The pooling of interests’ method is considered to involve the following: (a) The merger a. All the assets and liabilities of the Transferor Company with Transferee Company No. 1 shall be accounted for recorded in the financial statements of the Resulting Company at their carrying amounts as appearing in the financial statements of the Transferor Company No. 1, prior to this Section II being made effective. No adjustments will be made to reflect fair values or recognize any new assets or liabilities. The only adjustments that are made are to harmonize the accounting policies. b. The identity of the reserves of the Transferor Company No. 1 shall be preserved and they shall appear in the financial statements of the Resulting Company in the same form and manner in which they appear in the financial statements of the Transferor Company No. 1, prior to Section II of this Scheme being made effective, and it shall be aggregated with the corresponding balance appearing in the financial statements of the Resulting Company. c. The difference between the i) aggregate face value of the equity shares of the Resulting Company issued and allotted by it to the members of the Transferor Company No. 1, if any, (which is expected to be NIL in view of clause 20) and ii) the equity share capital of the Transferor Company No. 1, shall be adjusted in the capital reserve account. d. The financial information in the financial statements of the Resulting Company in respect of prior periods should be restated as if the amalgamation had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. e. The difference, if any arising from the cancellation of cross-holdings (if any) shall also be adjusted in the capital reserves account of the Resulting Company. f. To the extent that there are inter-corporate loans/trade deposits, debentures, debt securities or balances between the Transferor Company No. 1 inter se and/or the Transferor Company No. 1 and the Resulting Company, the obligation in respect thereof shall come to an end and corresponding effect shall be given in the books of account and the records of the Transferee Resulting Company in accordance with ‘Pooling for the reduction / netting of Interest Method’ of accounting any assets or liabilities, as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficitcase may be. Difference, if any, arising upon such cancellation, shall be credited or debited, as the case may be, to the reserve of the net value of assetsResulting Company. g. The Scheme set out herein in its present form or with any modification(s) or amendment(s) approved, liabilities and reserves of the Transferor Company acquired and recorded imposed or directed by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above Tribunals or any other Governmental Authority shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before effective from the Appointed Date but shall be operative from the Effective Date) shall . However, if the Ind AS 103 require the amalgamation to be cancelled against the balance remaining in equity share capital of the Transferee Company accounted with effect from a different date, then it would be accounted as per Clause 6.3 above the requirements of Ind AS 103, for accounting purpose, to be compliant with the Scheme (including any increase in equity share capital pursuant Indian accounting standards. For regulatory and tax purposes, amalgamation would have been deemed to issue be effective from the Appointed Date of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reservethis Scheme. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) h. In case of any differences in the accounting policies between the Transferor Company No. 1 and the Transferee Resulting Company, the impact of accounting policies followed by the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of the Transferee Resulting Company shall prevail to ensure that the financial statements of the Transferee Resulting Company reflect the true financial position on the basis of consistent accounting policies. (h) . The adjustment (difference, if any) to , in the securities premium account accounting policies between the Transferor Company No. 1 and Resulting Company, shall be ascertained and the impact of the Transferee Company (including securities premium pursuant to merger) same will be quantified and cancellation adjusted in the retained earnings or another affected component of equity of the equity share capital pursuant to Clause 14.1(e) shall be effected Resulting Company, as an integral part of the Scheme itself and shall be deemed to be applicable, in accordance with the provisions requirements of Sections 100 Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors. i. The costs relating to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall will be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”accounted in accordance with Ind AS 103.

Accounting Treatment. 14.1. (a) In the books of the Demerged Company: Upon coming into effect of the Scheme becoming effectiveScheme, the Transferee Demerged Company shall account for give effect to the arrangement in its books of accounts following accounting treatment as underat the Demerger Appointed Date: (ai) The merger of the Transferor Company with Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above over the face value of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reserves. (e) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) difference between the book value of investments the assets (including any additional investment before the Effective Datenet of diminution/depreciation, if any) and the balance remaining book value of the liabilities of the Demerged Company that is transferred to the Resulting Company pursuant to the Scheme and such amount of diminution/depreciation, if any, to the extent considered appropriate by the Board of Directors of the Demerged Company in equity the value of assets of the Demerged Company would be first debited to the Share Capital Account of the Demerged Company to the extent of the amount of reduction in the paid-up share capital of the Transferee Demerged Company as per Clause 6.3 pursuant to the Scheme, thereafter the balance shall be debited to the Share Premium Account in accordance with the provisions of Section 100 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before Act and the Effective Date) shall balance, if remaining thereafter, would be credited to adjusted against the Capital ReserveGeneral Reserve Account. (fii) The inter-company deposits / loans application and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor Company and the Transferee Company, the impact consequential reduction of the same till the Appointed Date of the Scheme will be quantified Share Capital Account and adjusted in the reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. Share Premium Account, as per sub- clause (hi) The adjustment (if any) to the securities premium account of the Transferee Company (including securities premium pursuant to merger) and cancellation of the equity share capital pursuant to Clause 14.1(e) above, shall be effected as an integral part of the Scheme itself as the same does not involve either diminution of liability in respect of unpaid Share Capital or payment to any shareholder of any paid-up Share Capital and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order Order of the Court sanctioning the Scheme shall be deemed to be an order Order under Section 102 of the Act confirming the reduction without imposing a condition on in the Transferee Share Capital Account and Share Premium Account of the Demerged Company. (b) In the books of the Resulting Company: Upon coming into effect of the Scheme, the Resulting Company shall give effect to add the following accounting treatment as at the Demerger Appointed Date: (i) The Resulting Company shall, record the assets and liabilities (difference between the assets and liabilities hereinafter referred to as “Net Assets”) vested in it pursuant to this Scheme, at the respective book values thereof as appearing in the books of the Demerged Company, at the close of business of the day immediately preceding the Demerger Appointed Date. (ii) The Resulting Company shall credit to its name Share Capital Account in its books of account the wordsaggregate face value of the new equity shares issued by it to the members of the Demerged Company pursuant to Clause 23(a) of the Scheme. (iii) The excess of the Net Assets over the face value of new equity shares allotted in accordance with Clause 23(a) of the Scheme shall be credited to the General Reserve Account in the books of the Resulting Company. It is clarified that the balance in the General Reserve Account in the books of the Resulting Company after such credit shall constitute, and shall be deemed to constitute revenue reserves. (c) It is hereby clarified that pursuant to the provisions of Clause 13 of the Scheme, all transactions during the period between the Appointed Date and Effective Date relating to the Demerged Undertaking would be duly reflected in the financial statements of the Resulting Company, upon the Scheme coming into effect. (a) Upon coming into effect of the Scheme, Clause (V) of the Memorandum of Association of the Resulting Company shall, without any further act, deed or instrument, be substituted by the following clause: “The Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two crores and reducedFifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten each) with power to increase or reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions, as may be determined, and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.”.

Accounting Treatment. 14.1. 18.1 In the books of the Transferee Company (a) Upon the Scheme becoming effectivecoming into effect of this Scheme, the Transferee Company shall account for record the arrangement in its books of accounts as under: (a) The merger assets and liabilities of the Transferor Company with Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assets, liabilities and reserves (including securities premium) of the Transferor Company transferred to and vested in the Transferee Company pursuant to this Scheme shall be recorded PublicationBusiness Undertaking at their respective book values and appearing in the same form as they appear in financial statements books of theFirst Demerged Company at the Transferor Companyopening of business on the Appointed Date. (cb) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Preference Shares on Merger issued by it pursuant to Clause 10.1 of 16.1of this Scheme;. (c) Loans and advances and other dues outstanding between the Transferee Company and the Publication Business Undertaking, if any will stand cancelled and there shall be no further obligation / outstanding in that behalf. (d) Upon the Scheme coming into effectSurplus, the surplus/ deficit, if any, arising out of the excess of net value of assets, liabilities and reserves assets of the Transferor Publication Business Undertaking transferred from the First Demerged Company acquired and recorded by the Transferee Company in terms of Clause 14.1(b) above clause 18.1 (a)above, over the face value amount credited as share capital and after making adjustments referred to in clause 18.1 (c)above, shall be credited to Capital Reserve Account. Deficit, if any shall be debited to amount standing to the credit of Capital Reserve Account of the New Shares on Merger issued and allotted pursuant to Clause 10.1 above shall be adjusted in reservesTransferee Company. (e) The investments in equity shares If considered appropriate for the purpose of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in equity share capital application of the Transferee Company as per Clause 6.3 above of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit uniform accounting methods and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital Reserve. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (g) In case of any differences in the accounting policies between the Transferor First Demerged Company and the Transferee Company, the impact of Transferee Company may make suitable adjustments and adjust the same till the Appointed Date of the Scheme will be quantified and adjusted effect thereof in the reserves General Reserve Account of the Transferee Company to ensure that Company. 18.2 In the financial statements books of the Transferee First Demerged Company (a) Upon the Scheme becoming effective, the First Demerged Company reflect shall transfer the true financial position on assets and liabilities pertaining to the basis of consistent accounting policiesPublication Business Undertaking at book value. (hb) The adjustment (if any) excess of the book value of assets over the book value of liabilities of the Publication Business Undertaking transferred pursuant to the securities premium account Scheme and the amount of accumulated losses standing in the books of the Transferee First Demerged Company (including securities premium shall be adjusted against the amount of equity capital cancelled pursuant to merger) and cancellation clause 17 herein above. Further, where the difference of the equity share capital pursuant to Clause 14.1(e) book value of assets transferred over the liabilities of the Publication Business Undertaking is lower than, such difference shall be effected as an integral part transferredto the Profit & Loss Account of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”First Demerged Company.

Accounting Treatment. 14.19.1. The provisions of the Indian Accounting Standard (Ind AS) 103, Business Combinations, or such other accounting standard as applicable from time to time will be complied with to the extent applicable to this Scheme. 9.2. The amalgamation of First Transferor Company with the Transferee Company shall be accounted for in accordance with the “Pooling of Interest Method” of accounting as laid down in Appendix C of Ind AS 103 (Business combinations of entities under common control) and / or any other applicable Ind AS, as the case may be, as notified under section 133 of the Act read with relevant rules issued thereunder. 9.3. Upon the Scheme becoming effectivecoming into effect, the Transferee Company shall account for the arrangement amalgamation in its books of accounts as under: (a) The merger of All the Transferor Company with Transferee Company shall be accounted for assets and liabilities recorded in the books of account the First Transferor Company, after giving effect to the Accounting Treatment prescribed in clause 6 of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting as per Accounting Standard 14 (Accounting for Amalgamation) (b) All assetsthis Scheme, liabilities and reserves (including securities premium) of the Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to this the Scheme and shall be recorded at their respective book values and in the same form as they appear in financial statements of the Transferor Company (c) The Transferee Company shall credit to its share capital account, the aggregate face value of the New Shares on Merger issued by it pursuant to Clause 10.1 of this Scheme; (d) Upon the Scheme coming into effect, the surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company at their respective carrying amounts as appearing in terms of Clause 14.1(bits consolidated financial statements. b) above over All the face value reserves of the New Shares First Transferor Company as on Merger issued the Appointed Date, after giving effect to the Accounting Treatment prescribed in clause 6 of this Scheme, under different heads shall become the corresponding reserves of the Transferee Company. The identity of the reserves of the First Transferor Company shall be preserved and allotted pursuant to Clause 10.1 above they shall appear in the financial statements of the Transferee Company in the same form and manner as appearing in its consolidated financial statements. c) Inter-company balances including loans and advances, if any, shall be eliminated. d) The investment in the First Transferor Company (which includes Capital contribution on account of employee stock option plan) as appearing in the books of account of the Transferee Company, shall stand cancelled and there shall be no further obligation in that behalf. The aforesaid investment shall be adjusted in reserves. against (ei) The investments in equity shares of Transferee Company, (including any additional investment before the Effective Date) shall be cancelled against the balance remaining in paid-up equity share capital of the Transferee Company as per Clause 6.3 above First Transferor Company, after giving effect in the books of the First Transferor Company, to the Accounting Treatment prescribed in clause 6 of this Scheme and (including any increase ii) ‘Contributed equity on account of employee stock options’ in equity share capital pursuant to issue of additional shares before the Effective Date). The surplus (if any) books of the book value of investments (including any additional investment before the Effective Date) over the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be first adjusted against the profit and loss account of the combined entity and balance (if any) shall be adjusted against the securities premium account of the combined entity. Conversely, the deficit (if any) between the book value of investments (including any additional investment before the Effective Date) and the balance remaining in equity share capital of the Transferee Company as per Clause 6.3 of the Scheme (including any increase in equity share capital pursuant to issue of additional shares before the Effective Date) shall be credited to the Capital ReserveFirst Transferor Company. (f) The inter-company deposits / loans and advances outstanding between the Transferee Company and the Transferor Company will stand cancelled. (ge) In case of any differences in the accounting policies between the First Transferor Company and the Transferee Company, the impact of the same till the Appointed Date of the Scheme will be quantified and adjusted in the reserves of accounting policies followed by the Transferee Company company shall prevail to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies. (hf) The adjustment (difference, if any, arising after taking the effect of above clauses, shall be adjusted to the debit of capital reserve as ‘Amalgamation Adjustment Deficit Account’. g) As required by Ind AS 103, notwithstanding anything stated in para (a) to (f) above, the securities premium account financial information in the financial statements in respect of prior periods will be restated as if the business combination had occurred from the beginning of the Transferee Company (including securities premium pursuant to merger) and cancellation preceding period in the financial statements, irrespective of the equity share capital pursuant to Clause 14.1(e) shall be effected as an integral part actual date of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 100 to 103 and any other applicable provisions of the Act. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Transferee Company to add to its name the words, “and reduced”combination.