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Mandatory Accounting Standards - Ind AS – Extracts from Published Accounts-2

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Published by Worldex India Exhibition & Promotion Pvt. Ltd., 2024-05-25 01:20:02

Mandatory Accounting Standards - Ind AS – Extracts from Published Accounts-2

Mandatory Accounting Standards - Ind AS – Extracts from Published Accounts-2

|520| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Scheme Year Date of Grant Numbers of options granted Vesting Conditions Exercise Period Exercise Price (`) per share Weighted Average Exercise Price (`) per share (114,890) - - (114,890) - - Interim 2014 - - - - - - (15,103) - (1,061) (14,042) - - 2015 105,029 - - 105,029 - - (127,151) (28,084) - (50,206) (105,029) (105,029) Interim 2015 11,058 4,079 - 15,137 - - (11,690) - (632) - - (11,058) 2016 137,033 18,350 6,913 55,462 - 93,008 2012 HUL Performance Share Scheme (147,859) - (10,826) - - (137,033) Interim 2016 10,999 - 557 - - 10,442 (11,834) - (835) - - (10,999) 2017 119,220 - 7,340 - - 111,880 (123,887) - (4,667) - - (119,220) Interim 2017 6,431 - 415 - - 6,016 - (6,846) (415) - - (6,431) 2018 63,421 - 4,368 - - 59,053 - (63,421) - - - (63,421) Interim 2018 - 4,650 - - - 4,650 - - - - - - * Granted during the year includes additional shares granted upon meeting the vesting conditions (figures in bracket pertain to 2017-18) Weighted average equity share price at the date of exercise of options during the year was ` 1,626 (2017-18: ` 1,154) Weighted average remaining contractual life of options as at 31st March, 2019 was 0.8 years (31st March, 2018: 1.2 years) The value of the underlying shares has been determined by an independent valuer. The following assumptions were used for calculation of fair value of grants in accordance with Black Scholes model: Year ended 31st March, 2019 Year ended 31st March, 2018 Risk-free interest rate (%) 7.6% 7.0% Expected life of options (years) [(year to vesting) + (contractual option term)/2] 3.125 3.125 Expected volatility (%) 19.3% 21.4% Dividend yield 1.2% 1.3% The risk free interest rates are determined based on the zero-coupon sovereign bond yields with maturity equal to the expected term of the option. Volatility calculation is based on historical stock prices using standard deviation of daily change in stock price. The historical period is taken into account to match the expected life of the option. Dividend yield has been calculated taking into account expected rate of dividend on equity share price as on grant date. CASH SETTLED SHARE BASED PAYMENTS The employees of the Company are eligible for Unilever PLC (the ‘Holding Company’) share awards namely, the Management Co-Investment Plan (MCIP), the Global Performance Share Plan (GPSP) and the SHARES Plan. The MCIP allows eligible employees to invest up to 100% of their annual bonus in the shares of the


|521| Chap. 22 – Ind AS 102 — Share-based Payment Holding Company and to receive a corresponding award of performance-related shares. Under GPSP, eligible employees receive annual awards of the holding company’s shares. The awards under MCIP and GPSP plans will vest after 3-4 years between 0% and 150% of grant level, depending on the acheivement of the performance metrics. The performance metrics of GPSP are underlying sales growth, operating cash flow and core operating margin improvement. The performance metrics of MCIP are underlying sales growth, underlying EPS growth and sustainability progress index. Under the SHARES Plan, eligible employees can invest upto ` 16,897 per month in the shares of the Holding Company and after three years one share is granted free of cost to the employees for every three shares invested, provided they hold the shares bought for three years. The Holding Company charges the Company for the grant of shares to the Company’s employees at the end of the 3/4 years based on the market value of the shares on the exercise date. The Company recognises the fair value of the liability and expense for these plans over the vesting period based on the management’s estimate of the vesting and forfeiture conditions. The Company grants share appreciation rights (SARs) to eligible employees for all cash settled share based plans mentioned above that entitles them to a cash/shares after three years of service. The amount of payment is also determined basis increase in the share price of the Holding Company between grant date and the time of exercise. Details of the liabilities arising from the Company’s cash settled share based payment transactions: As at 31st March, 2019 As at 31st March, 2018 Other non-current liabilities 95 94 Other current liabilities 74 94 Total carrying amount of liabilities 169 188 Effect of share based payment transactions on the Statement of Profit and Loss: As at 31st March, 2019 As at 31st March, 2018 Equity settled share based payments 10 11 Cash settled share based payments 83 68 Total expense on share based payments 93 79 7. INDIAN TOBACCO COMPANY LIMITED Share based Payments – IND AS 102 Stock Options Stock Options are granted to eligible employees under the ITC Employee Stock Option Schemes (“ITC ESOS”), as may be decided by the Nomination & Compensation Committee / Board. Eligible employees for this purpose include employees of the Group entities, their Directors and those on deputation to joint ventures and associates. Under Ind AS, the cost of ITC Stock Options (Stock Options) is recognised based on the fair value of Stock Options as on the grant date. While the fair values of Stock Options granted are recognised in the Statement of Profit and Loss for employees of the Group (other than those out on deputation), the value of Stock Options, net of reimbursements, to employees on deputation are considered as capital contribution / investment. The Group generally seeks reimbursement of the value of Stock Options from such companies, as applicable. It may, if so recommended by the Corporate Management Committee and approved by the Audit Committee, decide not to seek such reimbursements in respect of value of Stock Options from such companies, who need to conserve financial capacity to sustain their business and growth plans and where the quantum of reimbursement is not material - the materiality threshold being ` 5 Crores for each entity for a financial year.


|522| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Cash Settled Stock Appreciation Linked Reward (SAR) Plan Cash Settled SAR units are granted to eligible employees under the ITC Employee Cash Settled Stock Appreciation Linked Reward Plan (“ITC ESARP”). The eligible employees for this purpose are such present and future permanent employees of the Company, including a Director of the Company, as may be decided by the CMC / Nomination & Compensation Committee / Board. For cash settled SAR units granted to eligible employees, a liability is initially measured at fair value at the grant date and is subsequently re-measured at each reporting period, until settled. The fair value of ESAR units granted is recognised in the Statement of Profit and Loss for employees of the Group. In case of employees on deputation to group Companies, the Company generally seeks reimbursements from the concerned group Company. The value of such payments, net of reimbursements, is considered as capital contribution / investment. Disclosures (xii) Information in respect of Options granted under the Company’s Employee Stock Option Schemes (‘Schemes’): Sl. No. ITC Employee Stock Option Scheme - 2010 ITC Employee Stock Option Scheme - 2006 1. Date of Shareholders’ approval : 22-01-2007 23-07-2010 2. Total number of Options approved under the Schemes (Adjusted for Bonus Shares issued in terms of Shareholders approval.) : Options equivalent to 37,89,18,503 Ordinary Shares of ` 1.00 each Options equivalent to 55,60,44,823 Ordinary Shares of ` 1.00 each 3. Vesting Schedule : The vesting period for conversion of Options is as follows: On completion of 12 months from the date of grant of the Options: 30% vests On completion of 24 months from the date of grant of the Options: 30% vests On completion of 36 months from the date of grant of the Options: 40% vests 4. Pricing Formula : The Pricing Formula, as approved by the Shareholders of the Company, is such price, as determined by the Nomination & Compensation Committee, which is no lower than the closing price of the Company’s Share on the National Stock Exchange of India Limited (‘the NSE’) on the date of grant, or the average price of the Company’s Share in the six months preceding the date of grant based on the daily closing price on the NSE, or the ‘market price’ as defined from time to time under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Options have been granted at ‘market price’ as defined from time to time under the aforesaid Regulations. 5. Maximum term of Options granted : 5 years from the date of vesting 6. Source of Shares : Primary 7. Variation in terms of Options : None


|523| Chap. 22 – Ind AS 102 — Share-based Payment Sl. No. ITC Employee Stock Option Scheme - 2010 ITC Employee Stock Option Scheme - 2006 8. Method used for accounting of sharebased payment plans : The employee compensation cost has been calculated using the fair value method of accounting for Options issued under the Company’s Employee Stock Option Schemes. The employee compensation cost as per fair value method for the financial year 2018-19 is ` 215.00 Crores (2018 - ` 349.28 Crores) and ` 28.05 Crores (2018 - ` 49.98 Crores) for group entities. 9. Nature and extent of employee share based payment plans that existed during the period including the general terms and conditions of each plan : Each Option entitles the holder thereof to apply for and be allotted ten Ordinary Shares of the Company of ` 1.00 each upon payment of the exercise price during the exercise period. The exercise period commences from the date of vesting of the Options and expires at the end of five years from the date of vesting in respect of Options granted under the ITC Employee Stock Option Scheme - 2006 & the ITC Employee Stock Option Scheme - 2010. The above is in addition to the other terms and conditions provided in the table under Serial Nos. (3) to (5) hereinbefore. 10. Weighted average exercise prices and weighted average fair values of Options whose exercise price either equals or exceeds or is less than the market price of the stock : Weighted average exercise price per Option : ` 2764.50 Weighted average fair value per Option : ` 682.92 11. Option movements during the year a) Options outstanding at the beginning of the year : 10,97,522 4,22,08,570 b) Options granted during the year : – 6,88,425 c) Options cancelled and lapsed during the year : 29,475 3,40,467 d) Options vested and exercisable during the year (net of Options lapsed and exercised) : 84,974 64,56,266 e) Options exercised during the year : 5,92,754 48,40,915 f) Number of Ordinary Shares of ` 1.00 each arising as a result of exercise of Options during the year : 59,27,540 4,84,09,150 g) Options outstanding at the end of the year : 4,75,293 3,77,15,613 h) Options exercisable at the end of the year : 3,82,579 3,03,48,634 i) Money realised by exercise : 66.94 902.19


|524| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Sl. No. ITC Employee Stock Option Scheme - 2010 ITC Employee Stock Option Scheme - 2006 12. Summary of the status of Options Particulars As at 31st March, 2019 As at 31st March, 2018 No. of Options Weighted average Exercise Prices (`) No. of Options Weighted average Exercise Prices (`) Outstanding at the beginning of the year : 4,33,06,092 2248.01 4,31,55,908 2066.94 Add: Granted during the year : 6,88,425 2764.50 65,03,860 2884.88 Less: Lapsed during the year : 3,69,942 2418.44 6,62,492 2238.58 Less: Exercised during the year : 54,33,669 1783.57 56,91,184 1603.88 Outstanding at the end of the year : 3,81,90,906 2321.75 4,33,06,092 2248.01 Options exercisable at the end of the year : 3,07,31,213 2217.40 2,87,80,335 2082.54 13. Weighted average share price of Shares arising upon exercise of Options : The Options were exercised during the periods permitted under the Schemes, and weighted average share price of Shares arising upon exercise of Options, based on the closing market price on NSE on the date of exercise of Options (i.e. the date of allotment of shares by the Security holders Relationship Committee) for the year ended 31st March, 2019 was ` 289.39 (2018 - ` 286.71). 14. Summary of Options outstanding, schemewise: Particulars As at 31st March, 2019 As at 31st March, 2018 No. of Options Outstanding Range of Exercise Prices (`) Weighted average remaining contractual life No. of Options Outstanding Range of Exercise Prices (`) Weighted average remaining contractual life ITC Employee Stock Option 4,75,293 1349.00 – 2885.50 2.98 10,97,522 974.50 – 2885.50 1.90 ITC Employee Stock Option 3,77,15,613 2023.50 – 2885.50 3.34 4,22,08,570 1349.00 – 2885.50 3.30 15. A description of the method used during the year to estimate the fair values of Options, the weighted average exercise prices and weighted average fair values of Options granted The fair value of each Option is estimated using the Black Scholes Option Pricing model. Weighted average exercise price per Option : ` 2764.50 Weighted average fair value per Option : ` 682.92


|525| Chap. 22 – Ind AS 102 — Share-based Payment Sl. No. ITC Employee Stock Option Scheme - 2010 ITC Employee Stock Option Scheme - 2006 The significant assumptions used to ascertain the above The fair value of each Option is estimated using the Black Scholes Option Pricing model after applying the following key assumptions on a weighted average basis: (i) Risk-free interest rate 7.46% (ii) Expected life 3.47 years (iii) Expected volatility 24.20% (iv) Expected dividends 1.86% (v) The price of the underlying shares in market at the time of Option grant ` 2764.50 (One Option = 10 Ordinary Shares) 16. Methodology for determination of expected volatility The volatility used in the Black Scholes Option Pricing model is the annualised standard deviation of the continuously compounded rates of return on the stock over a period of time. The period considered for the working is commensurate with the expected life of the Options and is based on the daily volatility of the Company’s stock price on NSE. The Company has incorporated the early exercise of Options by calculating expected life on past exercise behaviour. There are no market conditions attached to the grant and vest. 17. Options granted to As provided below:- (a) Senior managerial personnel Name Designation No. of Options granted during the financial year 2018-19 1 S. Puri Managing Director 2,16,000 2 N. Anand Executive Director 1,08,000 3 R. Tandon Executive Director & Chief Financial Officer 1,08,000 4 B. Sumant* Executive Director 39,400 5 C. Dar Group Head - LS&T, Central Projects, EHS & Quality Assurance 39,400 6 S. K. Singh Divisional Chief Executive (PSPD) 39,400 7 S. Sivakumar Group Head - Agri Business 39,400 8 K. S. Suresh General Counsel 39,400 9 R. K. Singhi Executive Vice President & Company Secretary 21,425 The Optionees were granted Options on 15th November, 2018 at the exercise price of ` 2764.50 per Option. * Options granted prior to appointment as Executive Director.


|526| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Sl. No. ITC Employee Stock Option Scheme - 2010 ITC Employee Stock Option Scheme - 2006 (b) Any other employee who received a grant on any one year of Options amounting to 5% or more of the Options granted during the year. None (c) Identified employees who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. None Note: The ITC Employee Stock Option Scheme – 2001 is no longer operative consequent to grant and exercise of Options under the said Scheme having been completed. Abbreviations denote: LS&T Life Sciences & Technology EHS Environment, Health & Safety PSPD Paperboards & Specialty Papers Division (xiii) Information in respect of Stock Appreciation Linked Reward Plan: Sl. No. Particulars Details 1 Nature and extent of Stock Appreciation Linked Reward Plan that existed during the year along with general terms and conditions : ITC Employee Cash Settled Stock Appreciation Linked Reward Plan (ITC ESAR Plan) Under the ITC ESAR Plan, the eligible employees receives cash on vesting of SAR units, equivalent to the difference between the grant price and the market price of the share on vesting subject to the terms and conditions specified in the Plan. 2 Settlement Method : Cash Settled. 3 Vesting period and maximum term of SAR units granted : Over a period of five years from the date of grant in accordance with the Plan. 4 Method used to estimate the fair value of SAR units granted : Black Scholes Option Pricing model. The said model considers inputs such as Risk-free interest rate, Expected life, Expected volatility, Expected dividend, Market Price etc. The number of SAR units outstanding at measurement date is 31,62,350 and the weighted average fair value at measurement date is ` 743.98 per SAR units. 5 Total cost recognised in the Statement of Profit and Loss : The employee compensation cost has been calculated using the fair value method of accounting for SAR units issued under the ITC ESAR Plan. The employee compensation cost as per the fair value method for the year is ` 17.89 Crores (2018 - Nil) and ` 0.78 Crore (2018 - Nil) for group entities (Refer Note 23) and the amount carried as a non-current financial liability in the Balance Sheet is ` 18.67 Crores (2018 - Nil) (Refer Note 15).


|527| Chap. 22 – Ind AS 102 — Share-based Payment 8. INTERGLOBE AIRWAYS LIMITED (INDIGO) Share based Payments – IND AS 102 The grant-date fair value of equity-settled share-based payment arrangements granted to employees under the Employee Stock Option Scheme (‘ESOS’) is generally recognised as an employee stock option scheme expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and nonmarket performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The increase in equity recognised in connection with a share based payment transaction is presented in the “Employee stock option outstanding account”, as separate component in equity. For share-based payment awards with market conditions, the grant-date fair value of the share-based payment is measured to reflect such market conditions and there is no true-up for differences between expected and actual outcomes. At the end of each period, the Company revises its estimates of the number of options that are expected to vest based on the non-market performance conditions at the vesting date. Disclosures 37. Share-based payment arrangements a. Description of share-based payment arrangements (i) InterGlobe Aviation Limited Employees Stock Option Scheme - 2015 (ESOS 2015 - II) On 23 June 2015, the Board of Directors approved the InterGlobe Aviation Limited Employees Stock Option Scheme - 2015 (the “ESOS 2015 - II”), which was subsequently approved in the Extraordinary General Meeting held on 25 June 2015. ESOS 2015 - II, comprises 3,107,674 options, which are granted to eligible employees of the Group determined by Compensation Committee, which are convertible into equivalent number of equity shares of Rs. 10 each as per the terms of the scheme. Upon vesting, the employees can acquire one common equity share of the Group for every option. The options were granted on the dates as mentioned in table below. Sr. No. Grant Date Number of Options Exercise Price (Rs.) Vesting Conditions Vesting Period Contractual period (i) 30-Oct-15 420,530 10 Graded vesting to President and Whole Time Director* of the Group, can be exercised within 1 year from the respective vesting dates. 4 years 2 years to 5 years (ii) 30-Oct-15 1,514,587 765 Graded vesting to other employees of the Group, can be exercised within 4 years from the respective vesting dates. 4 years 5 years to 8 years (iii) 30-Oct-15 332,026 765 Subject to market condition being met, the options granted to President and Whole Time Director* of the Group, can be exercised within 4 years of vesting. After 4.5 years 8.5 years (iv) 16-Sep-16 353,299 10 Graded vesting to other employees of the Group, can be exercised within 15 March of the calender year following the calender year in which the applicable vesting occurs, but in any event no Option 4 years 1.5 years to 7 years


|528| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Sr. No. Grant Date Number of Options Exercise Price (Rs.) Vesting Conditions Vesting Period Contractual period will be Exercised later than 7 (seven) years after the Date of Grant or 3 (three) months after termination of employment of the Optionee. (v) 23-Aug-18 100,000 1049.95 Graded vesting to other employees of the Group, can be exercised within 4 years from the respective vesting dates. 4 years 5 years to 8 years b. Measurement of fair values The weighted average fair value of stock options as on grant date Particulars Method of Valuation Weighted average fair value as on the grant date (Rs.) ESOS 2015 - II - President and whole time director covered in a.(i) above* Black Scholes option pricing model 756-758 - Employees other than President and whole time director covered in a.(ii) above Black Scholes option pricing model 360-488 - President and whole time director covered in a.(iii) above* Black Scholes option pricing model and Monte Carlo Stimulation 448 - Employees other than President and whole time director covered in a.(iv) above Black Scholes option pricing model 737-820 - Employees other than President and whole time director covered in a.(v) above Black Scholes option pricing model 347-485 The inputs used in the measurement of grant date fair value are as follows: Particulars Share Price (Rs.) Exercise Price (Rs.) Expected Volatility Expected Life (in years) Expected Dividend Risk free Interest Rate ESOS 2015 - II - President and whole time director covered in a.(i) above* 765.00 10.00 60.5% - 66.7% 1.5 - 4.5 0.0% 7.5% - Employees other than President and whole time director covered in a.(ii) above 765.00 765.00 60.0% - 61.1% 3 - 6 0.0% 7.5% - President and whole time director covered in a.(iii) above* 765.00 765.00 62.4% 2 0.0% 7.5% - Employees other than President and whole time director covered in a.(iv) above 868.00 10.00 52.7% 1.25 - 4.25 3.62% 7.5% - Employees other than President and whole time director covered in a.(v) above 1,049.95 1,049.95 15.0% 3-6 0.54% 7.5%


|529| Chap. 22 – Ind AS 102 — Share-based Payment During the current year ended 31 March 2019, the Board of Directors has accepted resignation of Mr. Aditya Ghosh, President and Whole Time Director of the Group, from the post of President of the Group effective 29 July 2018 and as a Director of the Group with effect from 26 April 2018. The risk-free interest rates are determined based on current yield to maturity of Government Bonds with 10 years residual maturity. Expected volatility calculation is based on historical daily closing stock prices of competitors / Group using standard deviation of daily change in stock price. The minimum life of stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised. The expected life has been considered based on average sum of maximum life and minimum life and may not necessarily indicative of exercise patterns that may occur. Dividend yield has been calculated taking into account expected rate of dividend on equity share price as on grant date basis past trends. For the measurement of grant date fair value certain market conditions were considered in the method of valuation. c. Effect of employee stock option scheme on the Consolidated Statement of Profit and Loss: Particulars For the year ended 31 March 2019 For the year ended 31 March 2018 Employee stock option scheme expense (included in salaries, wages and bonus)** (133.28) 274.91 Total (133.28) 274.91 ** Includes a reversal of employee stock option scheme expense of Rs. 276.55 (previous year Rs. 30.25) towards forfeiture of employees stock options granted to certain employees. d. Reconciliation of outstanding share options The number and weighted-average exercise prices of share options under the share option schemes were as follows: Particulars As at 31 March 2019 As at 31 March 2018 Number of options Weighted average exercise price (Rs.) Number of options Weighted average exercise price (Rs.) Options outstanding as at the beginning of the year 1,610,457 487.79 2,312,472 512.35 Add: Options granted during the year 100,000 1,049.95 - - Less: Options forfeited and expired during the year 765,946 495.56 149,154 765.00 Less: Options exercised during the year*** 112,660 291.47 552,861 515.75 Options outstanding as at the year end 831,851 574.79 1,610,457 487.79 Exercisable at the end of the year 231,215 765.00 39,594 765.00 Particulars As at 31 March 2019 As at 31 March 2018 Weighted average remaining life of options outstanding at the end of the year 3.56 5.28 ***The weighted average share price at the date of exercise of options exercised during the year was ` 1,226.90 (previous year ` 1,164.48). Further, during the current year, certain employees has exercised their rights to exercise employee stock options. As on the year-end, total number of ESOP exercised but outstanding for allotment is 112,660.


|530| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts 9. JUBILANT FOODWORKS LIMITED Share based Payments – IND AS 102 Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in Share-Based Payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/ or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Disclosures 31. EMPLOYEE STOCK OPTION PLAN For the financial year ended March 31, 2019, the following schemes were in operation: a) JFL Employees Stock Option Scheme, 2011 (ESOP 2011); and b) JFL Employees Stock Option Scheme, 2016 (ESOP 2016) Particulars ESOP 2011* ESOP 2016 Date of grant Number of options granted Date of grant Number of options granted Grant-I October 5, 2011 232,500 December 30, 2016 14,528 Grant-II December 14, 2012 202,050 April 19, 2017 14,360 Grant-III November 11, 2013 278,500 July 17, 2017 1,820


|531| Chap. 22 – Ind AS 102 — Share-based Payment Particulars ESOP 2011* ESOP 2016 Date of grant Number of options granted Date of grant Number of options granted Grant-IV December 8, 2014 167,300 January 19, 2018 4,767 Grant-V December 30, 2016 10,272 N.A. Grant-VI April 19, 2017 32,370 N.A. Grant-VII January 19, 2018 1,562 N.A. Grant-VIII April 10, 2018 4,601 April 10, 2018 1,928 Grant-IX July 25, 2018 3,678 July 25, 2018 4,075 Grant-X N.A. January 30, 2019 5,659 Grant-XI March 3, 2019 18,251 March 3, 2019 6,715 Date of Board Approval of the relevant scheme July 12, 2011 September 19, 2016 Date of Shareholder’s approval of the relevant scheme August 20, 2011 November 2, 2016 Date of Last Modification September 3, 2015 N.A. Method of Settlement (Cash/ Equity) Equity Equity Vesting Period From the grant date: - 20% at the end of first year - 30% at the end of second year - 50% at the end of third year As determined by Nomination, Remuneration & Compensation Committee subject to minimum of 1 year and maximum of 5 years from the grant date. Exercise Period 7 years from first vesting date As determined by Nomination, Remuneration & Compensation Committee subject to minimum of 1 year and maximum of 5 years from the grant date. Exercise Price The options are granted to eligible employees at the latest available closing price of the shares of the Company, prior to the grant date, at the NSE or BSE (whichever stock exchange is having the highest trading volume of the shares). Exercise price shall be determined by NRC and specified in Grant Letter but it shall not be less than the face value of shares of the Company. Vesting Conditions # @ # Vesting of options is a function of achievement of performance criteria or any other criteria as specified by the Nomination, Remuneration and Compensation Committee and communicated in the grant letter. Further, the vesting takes place on staggered basis over the respective vesting period. @ Vesting of options is a function of achievement of performance criteria or any other criteria as specified by the Nomination, Remuneration and Compensation Committee and communicated in the grant letter. * During the financial year 2015-16, ESOP 2011 was modified to align the provisions of the Scheme with SEBI (Share Based Employee Benefits) Regulations, 2014 including but not limited to facilitating secondary acquisition of shares or acquisition by way of gift in accordance with applicable laws.


|532| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts (` in lakhs) Particulars Year ended March 31, 2019 Year ended March 31, 2018 Expense arising from equity-settled share-based payment transactions (Refer note 26) 177.63 135.65 Total expense arising from share-based payment transactions recognised in Statement of Profit and Loss 177.63 135.65 Notes: (i) The Parent Company has given stock options to certain employees of Jubilant FoodWorks Limited and has considered the related compensation cost in its books. (ii) The Parent Company has decided to issue equity shares on exercise of ESOPs through ESOP trust. The loan has been given to ESOP trust to purchase the Equity Shares of the Parent Company from open market as permitted by SEBI (Share Based Employee Benefits) Regulations, 2014. (iii) During FY 2018-19, JFL Employee Welfare Trust (a trust set up for administration of Employee Stock Option Plan (‘ESOP’) of the Parent Company) has acquired Nil equity shares (March 31, 2018 3,80,670 equity shares) of the Parent Company from the open market at an average price of ` Nil (March 31, 2018 ` 943.90 per share). As of March 31, 2019, JFL Employee Welfare Trust (‘the Trust’) holds 2,73,946 shares (including 1,17,784 bonus shares) (Face Value of ` 10 each) (March 31, 2018 2,29,489 equity shares) of the Parent Company. Particulars As at March 31, 2019 As at March 31, 2018 As atn March 31, 2019 As at arch 31, 2018 Number of Shares ` in Lakhs Opening Balance 229,489 - 2,204.34 - Share purchased from open market - 380,670 - 3,593.15 Bonus Shares received during the year 202,426 - - less : Issued/ Sale during the year (157,969) (151,181) (888.65) (1,388.81) Closing Balance 273,946 229,489 1,315.69 2,204.34 The details of activity under the ESOP Plans have been summarised below: (` in lakhs) Particulars ESOP 2011 ESOP 2016 Year ended March 31, 2019 Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2018 Number of options Weighted Average Exercise Price (`) Number of options Weighted Average Exercise Price (`) Number of options Weighted Average Exercise Price (`) Number of options Weighted Average Exercise Price (`) Outstanding at the beginning of the year 121,676 1,196.46 472,309 1,240.11 27,092 10.00 14,528 10.00 Granted during the year 26,530 1,503.30 33,932 1,052.04 18,377 10.00 20,947 10.00


|533| Chap. 22 – Ind AS 102 — Share-based Payment (` in lakhs) Particulars ESOP 2011 ESOP 2016 Year ended March 31, 2019 Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2018 Number of options Weighted Average Exercise Price (`) Number of options Weighted Average Exercise Price (`) Number of options Weighted Average Exercise Price (`) Number of options Weighted Average Exercise Price (`) Forfeited during the year ^ 2,028 1,084.05 204,934 1,305.33 4,285 10.00 8,383 10.00 Exercised during the year 37,513 1,248.40 179,631 1,159.75 - - - - Expired during the year - - - - - - - - Outstanding at the end of the year 108,665* 1,255.55 121,676 1,196.46 41,184* 10.00 27,092 10.00 Exercisable at the end of the year 54,989 1,236.47 87,744 1,252.32 - - - - Remaining Contractual Life (in years) 0.5-8 1.5-8 2-4 3-4 ^ Forfeited options include vested options not exercised within the stipulated time prescribed under the respective ESOP schemes, vested/ unvested options forfeited in accordance with terms prescribed under the respective ESOP Schemes. * Additionally, the employees holding 86,736 stock options under ESOP 2011 and 24,735 stock options under ESOP 2016 are entitled to bonus shares in the ratio of 1:1 upon exercise of these options. During the year the weighted average market price of the Company’s share was ` 1,305.11 (Previous year ` 1,479.42) Fair value of options granted The weighted average fair value of stock options granted during the year pertaining to ESOP 2011 scheme is ` 516.53 (previous year ` 367.89) and for ESOP 2016 is ` 1,393.48 (previous year ` 1,212.11). The fair value at grant date is determined using the Black- Scholes model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The following tables list the inputs used for fair valuation of options for the ESOP plans: (` in lakhs) Particulars For options granted during the year ended March 31, 2019 For options granted during the year ended March 31, 2018 ESOP 2011 ESOP 2016 ESOP 2011 ESOP 2016 Dividend yield (%) 0.10 - 0.21% 0.10 - 0.21% 0.13 - 0.25% 0.13 - 0.25% Expected volatility* (%) 34.30% - 37.00% 35.77% - 36.66% 33.78% - 38.87% 33.78% - 38.87% Risk–free interest rate (%) 6.79% - 7.94% 7.16% - 7.41% 6.59% - 7.32% 6.96% - 7.41%


|534| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts (` in lakhs) Particulars For options granted during the year ended March 31, 2019 For options granted during the year ended March 31, 2018 ESOP 2011 ESOP 2016 ESOP 2011 ESOP 2016 Expected life of share options* (years) 2 - 4 3.42-4.33 2 - 4 4.45-4.50 Share price at grant date (` ) 1195.75-2453.15 1195.75-2453.15 1008.15-1943.35 1008.15-1943.35 * The expected life of the stock is based on historical data and current market expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necesssarily be the actual outcome. 10. MATRIMONY.COM LIMITED Significant Accounting Policies Share based payments Employees of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Significant judgements, estimates and assumptions Share-based payments Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimation requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The Black Scholes valuation model has been used by the Management for share-based payment transactions. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 34. c) Notes to Accounts 34 Employee stock option plans Employee Stock Option Scheme On October 13, 2010, the Board of Directors approved the Employee Stock Option Scheme for providing stock options to its employees (“ESOS 2010”). The said scheme has been subsequently amended and renamed as Employee Stock Option Scheme 2014 (“ESOS 2014” or “Scheme”) vide resolution passed in the Board Meeting dated April 7, 2014. The Scheme has also been approved by Extra-Ordinary General Meeting


|535| Chap. 22 – Ind AS 102 — Share-based Payment of the members of the Company held on November 19, 2010 and April 11, 2014, noting the approval accorded to the original Scheme and the subsequent amendments respectively. The Scheme is administered by the Nomination and Remuneration Committee of the Board. The details of Scheme are given below: Exercise Period: As per the Scheme, the options can be exercised with in a period of 5 years from the date of vesting. The expense recognised for share options during the year is ` 37.16 lakhs (March 31, 2018: 7.33 lakhs). There are no cancellations or modifications to the awards in March 31, 2019 or March 31, 2018. The grant wise information is as below: Grant Date of Grant Number of options granted Vesting period Manner of vesting Grant 3, 4, 5 & 6 April 14, 2014 381,772 14-Apr-2014 to 14-Oct2018 Eligible on a graded manner over four years and six months period with 30% of the grants vesting at the end of 12-30 months from the date of grant. The remaining 30% and 40% of the grants vest at the end of 24- 42 months from the date of grant and 36-54 months from the date of grant respectively. Grant 7 & 8 September 25, 2014 26,531 25-Sept-2014 to 01-Oct2018 Eligible on a graded manner over four years period with 30% of the grants vesting at the end of 18-24 months from the date of grant. The remaining 30% and 40% of the grants vest at the end of 30-36 months from the date of grant and 42-48 months from the date of grant respectively. Grant 9 July 17, 2015 80,000 17-Jul-2015 to 01-Oct-2019 Eligible on a graded manner over four years period with 25% of the grants vesting at the end of every 12 months starting from October 1, 2015. Grant 10 February 9, 2016 9,600 01-Apr-2017 to 01-Apr2020 Eligible on a graded manner over four years period with 25% of the grants vesting at the end of every 12 months starting from April 1, 2017. Grant 11 June 30, 2016 2,000 01-Jul-2017 to 01-Jul-2020 Eligible on a graded manner over four years period with 25% of the grants vesting at the end of every 12 months starting from July 1, 2017. Grant 12 March 21, 2018 10,200 01-Apr-2019 to 01-Apr2021 Eligible on a graded manner over three years period with 30% of the grants vesting at the end of 12 months from the date of grant. The remaining 30% and 40% of the grants vest at the end of 24 months from the date of grant and 36 months from the date of grant respectively. Grant 13 March 21, 2018 3,000 01-Apr-2019 to 01-Apr2020 Eligible on a graded manner over 2 years period with 40% of the grants vesting at the end of 12 months starting from April 1, 2019 The remaining 60% of the grants vest at the end of 24 months from the date of grant.


|536| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Grant Date of Grant Number of options granted Vesting period Manner of vesting Grant 14 March 21, 2018 3,600 01-Apr-2019 to 01 Apr2020 Eligible on a graded manner over 2 years period with 40% of the grants vesting at the end of 12 months starting from April 1, 2019 The remaining 60% of the grants vest at the end of 24 months from the date of grant. Grant 15 March 21, 2018 5,000 1-Apr-19 100% of the grants will vest on April 1, 2019. Grant 16 March 21, 2018 1,500 01-Apr-19 100% of the grants will vest on April 1, 2019. Grant 17 October 31, 2018 5,000 01-Nov-2019 to 01 Nov2020 Eligible on a graded manner over 2 years period with 50% of the grants vesting at the end of 12 months starting from November 1, 2019 The remaining 50% of the grants vest at the end of 24 months from the date of grant. Grant 18 October 31, 2018 10,000 01-Nov-2019 to 01 Nov2022 Eligible on a graded manner over four years period with 25% of the grants vesting at the end of every 12 months starting from November 1, 2019. Grant 19 February 12, 2019 12,000 01-Apr-2020 to 01-Apr2022 Eligible on a graded manner over three years period with 33.33% of the grants vesting at the end of every 12 months starting from April 1, 2020. Activity in the options outstanding under 'ESOS 2014' Particulars Year ended March 31, 2019 Year ended March 31, 2018 Outstanding at the beginning of the year 192,523 315,426 Options lapsed during the year (13,100) (11,780) Option granted during the year 27,000 23,300 Options exercised during the year (18,445) (134,423) Outstanding at the end of the year 187,978 192,523 Vested at the end of the period 139,378 135,882 Exercisable at the end of the year 139,378 139,592 The weighted average share price at the date of exercise of the options was ` 714.38/- (Face value ` 5/- per share). The range of exercise prices for options outstanding at the end of the year was ` 103 to ` 807.50 (March 31, 2018: ` 103 to ` 807.50). The weighted average remaining contractual life for the share options outstanding as at March 31, 2019 is in the range of 1.04 to 4.51 years. (March 31, 2018: 1.04 to 4.51 years). The following tables list the inputs to the models used for ESOS 2014 for the years ended March 31, 2019 and March 31, 2018, respectively:


|537| Chap. 22 – Ind AS 102 — Share-based Payment Particulars Year ended March 31, 2019 Year ended March 31, 2018 Exercise price per share for the options granted during the year (`) 399.55 to 453.45 140.83 to 807.50 Weighted average fair value per share (`) 453.45 807.50 Weighted average fair value of options granted 429.49 292.93 Expected volatility 37.62% to 39.54% 10.12% Life of the options granted (Vesting and exercise period in years) 3.51 to 6.51 Years 3.50 to 6.50 Years Average risk free interest rate 7.08% to 8.05% 7.13% to7.89% Expected dividend yield 0.33% to 0.38% 0.00% 11. PRIME FOCUS LIMITED Accounting Policies 2.12 Share-based payment arrangements 2.12.1 Share-based payment transactions of the Group Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled sharebased payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve. For cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. At the end of each reporting period until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year. Details regarding the determination of the fair value of share-based transactions are set out in note 33. Disclosures 36. Share based payments a.i. During the financial year 2014-15, the Board of Directors of the Company and its Shareholders’ approved a share option plan and reserved 17,932,738 common shares for issuance thereunder. During the financial year 2016-17, options totalling to 17,932,738 ordinary shares were granted to certain identified eligible employees. Detailed description of share based payment arrangements is as below: Date of shareholders’ approval 1-Aug-14 Total number of options approved under ESOS 17,932,738 Vesting requirements Out of the total options granted, 45.88% options vest after 1st year, 45.88% options vest after 2nd year and 8.24% options vest after 3rd year from the date of respective grant. Exercise price or pricing formula ` 52 Maximum term of options granted 5 years from each vesting date


|538| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Source of shares (primary, secondary or combination) Primary Variation in terms of options Modified exercise period from 2 to 5 years (Refer note (iii) below) ii. The weighted average fair value of the share option granted during the financial year 2016-17 is ` 32.26/-. Options were priced using a Black Sholes Merton Formula pricing model. Where relevant, the expected life used in this model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions and behavior considerations. Expected volatility is based on historical sale price volatility of comparable companies in the industry over the expected life of 2 – 4 years. Inputs into the model were as follows: Grant date share price ` 68.35 Exercise Price ` 52.00 Expected Volatility 49.67 – 46.62% Expected life 2 – 4 years Dividend yield - Risk free interest rate 6.85% to 6.97% iii. The weighted average incremental fair value of the share options modified is ` 8.72/-. Options were priced using a Black Sholes Merton Formula pricing model. Where relevant, the expected life used in this model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions and behavior considerations. Expected volatility is based on historical sale price volatility of comparable companies in the industry over the expected life of 1.90 – 3.40 years. Inputs into the model were as follows: Grant date share price ` 70.80 Exercise Price ` 52.00 Expected Volatility 49.10% - 46.60% Expected life 1.90 – 3.40 years Dividend yield - Risk free interest rate 7.90 % to 8.00% During the year, the Company has extended the exercise period of all outstanding options from 2 to 5 years iv. Reconciliation of outstanding share options: 31-Mar-19 31-Mar-18 Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding at April 1 17,646,067 52.00 17,932,738 52.00 Granted during the period - - - - Forfeited / lapsed during the year - - - - Exercised during the year 16,667 52.00 286,671 52.00 Outstanding at March 31 17,629,400 52.00 17,646,067 52.00 Exercisable at March 31 16,151,820 52.00 7,940,908 52.00 Fair value of 8,227,579 option vested during the year is ` 34.97 Crores (March 31, 2018: 8,227,579 option was ` 24.35 Crores) Money realised by exercise of option during the year is ` 0.09 crores (March 31, 2018: `1.49 Crores).


|539| Chap. 22 – Ind AS 102 — Share-based Payment The options outstanding at March 31, 2019 have an exercise price of ` 52/- (March 31, 2018: ` 52/-) and a weighted average remaining contractual life of 4 year (March 31, 2018: 2 years) Weighted average share price at the date of the exercise of share options exercised in 2018-19 is ` 63.03 (March 31, 2018: ` 99.60). v. During the year, Company recorded an additional amount of ` 14.31 crores on account of the extension of the exercise period for outstanding options under PFL Employee Stock Option Scheme 2014 from 2 years to 5 years. The said extension was approved by the Share Holders at the Twenty-First Annual General Meeting of the Company held on September 28, 2018. The Company has followed the fair value method to account for the grant of stock options and charge for the year ended March 31, 2019 is ` 21.98 Crores (March 31, 2018: ` 24.71 Crores). b. During fiscal year 2014, the Board of Directors and Shareholders’ of PFWNV (Prime Focus World NV) approved a share option plan for PFWNV and reserved 973,285 common shares for issuance thereunder. Pursuant to such plan, equity settled options totalling 408,586 ordinary shares were granted to certain executives / consultants and to certain members of the Board of Directors of PFWNV and 57,429 cashsettled options (Phantom stock options) were issued to certain key employees in earlier year(s). During fiscal year 2019 and 2018, PFWNV granted 19,638 and 250,000 equity settled options to certain key employees, respectively. i. Equity settled options Each equity settled share option converts into one ordinary share of PFWNV on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of the expiry. The following equity settled share options were in existence during the current year: Number Grant date Expiry date Exercise Price per share Fair value at grant date Grant 1 408,586 1-Jul-13 1-Jul-23 $13.13 $ 8.92-9.31 Grant 2 250,000 15-Aug-17 15-Aug-27 $88.50 $3.48 Grant 3 19,638 7-May-18 7-May-28 $101.85 $66.10 All of the above options from Grant 1 have fully vested and are exercisable over a period until ten years from the date of grant, or ninety days after the resignation of the optionee, if not exercised. All of the above options from Grant 2 vest equally over the period of 3 years and are exercisable only upon listing of the Company’s shares on certain stock exchanges subject to some conditions. 250,000 equity settled options were granted during fiscal 2018. The fair value as on grant date of the share options is $ 3.48. Using a Monte Carlo option pricing model, the Company has estimated payoffs based on future enterprise value of the Group and IPO or change of control trigger points, which are discounted at the valuation date to derive the value of option. 19,638 equity-settled options were granted during the year. The fair value as on grant date of the share options is $66.1. Options were priced using a black scholes option pricing model. The expected life used in the model has been adjusted based on management’s best estimate for the targets to be achieved as per the plan. Volatility is based on the average volatility of the comparable companies for the relevant time period. Inputs into the model for fair valuation of grants during the year: Grant date share price $ 87.96 Exercise price $ 88.50 Dividend - Volatility 20.70% Risk free interest rate 0.23 – 0.50%


|540| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Movement in equity settled shares options during the current year Fiscal year 2019 Fiscal year 2018 Number of options Weighted average exercise price Number of options Weighted average exercise price Balance at the beginning of the year 658,586 $ 41.74 408,586 $ 13.13 Granted during the year 19,638 $ 101.85 250,000 $ 88.50 Balance at the end of the year 678,224 $ 43.48 658,586 $ 41.74 Exercisable at the end of the year 408,586 $ 13.13 408,586 $ 13.13 The average remaining contractual life in respect of share-based options is 2,283 days as at March 2017; 2,490 days as at March 31, 2018; and 2,159 days as at March 31, 2019. ii. Cash settled stock options: The Board of Directors approved grant of 57,429 cash settled options on 27 June 2017, which vest over a period of 48 months to 60 months from October 1, 2014 and expire within ten years from the aforesaid date. The following are the cash-settled share-based payment arrangements: Number Expiry date Exercise Price per share Fair value as at reporting date Grants 57,429 30-Sep-24 ∈ 0.01 $ 4.48 Movement in cash settled shares options during the current year: Fiscal year 2019 Fiscal year 2018 Number of options Weighted average exercise price Number of options Weighted average exercise price Balance at the beginning of the year 50,927 ∈ 0.01 - - Granted during the year - ∈ 0.00 57,429 ∈ 0.01 Forfeited during the year - ∈ 0.00 6,502 ∈ 0.01 Balance at the end of the year 50,927 ∈ 0.01 50,927 ∈ 0.01 Exercisable at the end of the year - - - - The average remaining contractual life in respect of share-based options is Nil days as at March 2017; 2,375 days as at March 31, 2018 and 2,010 days as at March 31, 2019. In case of phantom stock options, the participants are entitled to a cash payment amounting to the difference between the exercise price of the options and the exit proceeds allocated to each share underlying the options in case of an employee continuing employment and change of control or listing of the Company on certain stock exchanges subject to some conditions. The fair value as on reporting date of the share options granted is $ 4.48. Using a Monte Carlo option pricing model, Company has estimated payoffs based on future enterprise value of the Group and IPO or change of control trigger points, which are discounted at the valuation date to derive the value of option.


|541| Chap. 22 – Ind AS 102 — Share-based Payment Inputs into the model were as follows: Reporting date share price ∈ 100.40 Exercise price ∈ 0.01 Dividend - Volatility 27.90% Risk free interest rate 0.77% c. PFT (“Prime Focus Technologies Limited”), a subsidiary of the Company has granted employee stock options under employee’s stock options scheme. Each option entitles the holder to one equity share of ` 10 each, 191,608 options were outstanding as at March 31, 2019 (Previous year 190,970). 34,000 (Previous year 47,091) options were granted during the year. Such options entitle the holders to one equity share of ` 10/- for each option granted with vesting period of 1 to 4 years, exercise period of 5 years and exercise price of ` 3,987/-. From options granted, 57,058 were vested during the year (Previous year 79,954) The current status of the stock options granted to the Employees is as under: Particulars 31-Mar-19 31-Mar-18 Numbers of options Weighted average exercise price Numbers of options Weighted average exercise price Outstanding at the beginning of the year 190,970 2,679 203,019 2,415 Granted during the year 34,000 3,987 47,091 3,996 Lapsed/ forfeited during the year 10,620 2,960 59,140 2,823 Exercised during the year - - - - Expired during the year 22,744 662 - - Outstanding at the end of the year 191,606 3,132 190,970 2,679 Exercisable at the end of the year 109,899 2,567 113,165 2,043 For stock options outstanding as at March 31, 2019 the range of exercise price is ` 263 to ` 4,478 and weighted average remaining contractual life is 5.07 years and vesting period of 1 to 4 years. Weighted average fair value of options granted during the year is ` 1,095.70 Following are details with regard to determination of the fair value of stock options: Option Pricing Model used – Black-Scholes-Merton formula Weighted average fair value of share – ` 3,236.10 per share Expected volatility – 27.2% - 28.7% Option life – 6 - 10 years Expected dividends – 0% yield Risk-free interest rate – 7.2% – 7.5% p.a. During the year, Company recorded an additional amount of ` 2.58 Crores on account of the extension of the exercise period for outstanding options under ESOP Scheme 2012 from 3 years to 5 years. The said extension was approved by the shareholders at the Annual General Meeting of the Company held on September 28, 2018. The Company has followed the fair value method to account for the grant of stock options and charge for the year ended March 31, 2019 is ` 4.60 Crores (March 31, 2018: ` 2.15 Crores). Expenses recognised in Statement of Profit and Loss The Group has followed the fair value method to account for the grant of stock options, profit and loss impact for the year ended March 31, 2019 is ` 31.43 Crores (previous period ` 34.79 Crores)


|542| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts 12. SHOPPERS STOP LIMITED Significant Accounting Policies Share-based payment arrangements Equity-settled share-based payments to employees of the Group are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled sharebased transactions are set out in Note 36. The fair value determined at the grant date of the equity-settled share-based payments to employees of the Group is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each year, the Group revisits its estimate of the number of equity instruments expected to vest and recognizes any impact in profit or loss, such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve. Notes to Accounts 36 Share-based payments The expense recognised for employee services received during the year is shown in the following table: Year ended 31 March 2019 Year ended 31 March 2018 Expense arising on Employee Stock Option Scheme 20.59 10.63 Total expense arising from share-based payment transactions 20.59 10.63 36.1 Employee share option plan of the Group The Group has a share option scheme for certain employees of the Company and its subsidiaries. In accordance with the terms of the share option scheme, as approved by shareholders at a previous general meeting, employees with a pre-defined grade and having more than five years of service may be granted options to purchase equity shares. Each share option converts into one equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised within four years from the date of grant, as per vesting schedule. The share options vests based on a pre-determined vesting schedule from the date of grant. The fair value of the share options is estimated at the grant date using a lattice model for option pricing taking into account the terms and conditions upon which the share options are granted. However, the above performance condition is only considered in determining the number of instruments that will ultimately vest. The Contractual term of each option granted is three years. There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these share options. The following share-based payment arrangements were in existence during the current and prior years: Options series Number Grant date Vesting date Exercise Price (`) Fair value at grant date (`) Granted on 31 July 2015 3,275 31.07.2015 31.07.2018 404.00 124.35 Granted on 29 April 2014 160,675 29.04.2014 29.04.2017 362.00 123.21 Granted on 8 June 2018 9,191 08.06.2018 07.06.2021 544.00 219.45 Granted on 8 June 2018 5,253 08.06.2018 08.06.2021 544.00 189.71 Granted on 27 July 2018 28,720 27.07.2018 27.07.2021 546.00 167.93 Granted on 28 January 2019 17,210 28.01.2019 28.01.2022 514.00 160.20 All options vested based on the predetermined vesting schedule (i.e. over a period of or at the end of three years) from the date of grant and expire after 12 months from the last date of vesting schedule, six months from the date of retirement or twelve months after the resignation of the employee, whichever is the earlier.


|543| Chap. 22 – Ind AS 102 — Share-based Payment 36.2 Fair value of share options granted in the year There are no new grants during the F.Y. 2018-19. Options series Number Grant date Vesting date Exercise Price (`) Fair value at grant date (`) Granted on 8 June 2018 9,191 08.06.2018 07.06.2021 544.00 219.45 Granted on 8 June 2018 5,253 08.06.2018 08.06.2021 544.00 189.71 Granted on 27 July 2018 28,720 27.07.2018 27.07.2021 546.00 167.93 Granted on 28 January 2019 17,210 28.01.2019 28.01.2022 514.00 160.20 36.3 Movements in share options during the year Number of Employee Stock Option Outstanding: Number of Options Weighted average exercise price Number of Options Weighted average exercise price 31 March 2019 31 March 2018 Outstanding at the beginning of the year 49,919 363.07 211,124 353.61 Granted during the year 60,374 536.40 - - Lapsed/Cancelled during the year 25,590 - 101,185 - Exercised during the year 29,239 362.00 60,020 345.99 Surrendered during the year - - - - Outstanding at the end of the year 55,464 536.40 49,919 363.07 Of the above outstanding share options, 55,464 (2018: 49,919) shares are exercisable at the end of the respective reporting periods. Details of year-wise grant and exercise: (All amounts in ` lacs) Year / (date of Grant) Options granted (net of lapsed) Exercised till 31.3.2017 Exercised in 2017-18 Exercised till 31.3.2018 Outstanding 31.3.2018 Exercised in 2018-19 Outstanding 31.3.2019 2009-10 (29.04.2009) 958,740 958,740 - 958,740 - - - 2009-10 (24.03.2010) 358,200 358,200 - 358,200 - - - 2011-12 (29.04.2011) 124,100 124,100 - 124,100 - - - 2012-13 (09.06.2012) 101,807 101,807 - 101,807 - - - 2013-14 (28.08.2013) 42,512 28,629 13,883 42,512 - - - 2014-15 (29.04.2014) 83,906 10,494 44,173 54,667 29,239 29,239 - 2014-15 (05.11.2014) - - - - - - - 2015-16 (31.07.2015) 1,964 - 1,964 1,964 - - -


|544| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts (All amounts in ` lacs) Year / (date of Grant) Options granted (net of lapsed) Exercised till 31.3.2017 Exercised in 2017-18 Exercised till 31.3.2018 Outstanding 31.3.2018 Exercised in 2018-19 Outstanding 31.3.2019 2018-19 (08.06.2018) 9,191 - - - - - 9,191 2018-19 (08.06.2018) 5,253 - - - - - 5,253 2018-19 (27.07.2018) 23,810 - - - - - 23,810 2018-19 (08.06.2018) 17,210 - - - - - 17,210 60,020 1,641,990 29,239 29,239 55,464 36.4 Share options exercise during the year Options series Number Exercised Exercise date Weighted Average Share price at exercise date (`) Granted on 29 April 2014 29,239 27.04.2018 362 36.5 New scheme launched The compensation cost of stock options granted to employees is calculated using the instrinsic value of the stock options. 2018-19 Date of grant 08.06.2018 08.06.2018 27.07.2018 28.01.2019 Number of option granted 9,191 5,253 28,720 17,210 Contractual life 3 years 3 years 3 years 3 years Vesting Schedule (from the date of grant) First Year - 30% 30% 30% Second Year - 30% 30% 30% Third Year 100% 40% 40% 40% Method of settlement Equity Equity Equity Equity Estimated Fair Values(Arrived at by applying Latticre model for option Pricing) 219.45 189.71 167.93 160.20 Model inputs (share price at the grant date) ` 544 544 546 514 Exercise Price ` 544 544 546 514 Expected Volatility 32.83% 33.01% 33.12% 34.08% Risk free rate of return 1.97% 1.93% 1.90% 1.84% 36.6 The weighted average contractual life of the options outstanding is 4.42 years.


|545| Chap. 22 – Ind AS 102 — Share-based Payment 13. VODAFONE IDEA LIMITED Accounting Policy iv. Share- based payments Equity-settled share-based payments to employees for options granted by the Group to its employees are measured at the fair value of the equity instruments at the grant date. Stock option of Vodafone Group Plc (VGPLc) granted to the employees of the Group are accounted as cashsettled share based payments by the Group. The fair value determined at the grant date of the equity settled share-based payments is expensed over the period in which the performance or service conditions are fulfilled, based on the Group’s estimate of stock options that will eventually vest, with a corresponding increase in equity. The fair value of the cash settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of stock option that will eventually vest, with a corresponding increase in liability. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Consolidated statement of profit and loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve or liability as applicable. In respect of cancellation of unvested stock options, the amount already charged as share based payment expense is reversed under the same head in the Consolidated Statement of Profit and Loss. In respect of modification such as re-pricing of existing stock option, the difference in fair value of the option on the date of re-pricing is accounted for as share based payment expense over the remaining vesting period. Disclosures 54 SHARE BASED PAYMENTS a) Employee stock option plan - options granted by Vodafone Idea Limited The Group has granted stock options under the employee stock option scheme (ESOS) 2006 and stock options as well as restricted stock units (RSU’s) under ESOS 2013 to the eligible employees of the Company and its subsidiaries from time to time. These options, subject to fulfilment of vesting conditions, would vest in 4 equal annual installments after one year of the grant and the RSU’s will vest after 3 years from the date of grant. The maximum period for exercise of options and RSU’s is 5 years from the date of vesting. Each option and RSU when exercised would be converted into one fully paid-up equity share of ‘ 10 each of the Company. The options granted under ESOS 2006 and options as well as RSUs granted under the ESOS 2013 scheme carry no rights to dividends and no voting rights till the date of exercise. The fair value of the share options is estimated at the grant date using Black and Scholes Model, taking into account the terms and conditions upon which the share options were granted. There were no modifications to the options/RSU’s during the year ended March 31, 2019 and March 31, 2018. During the year, certain unvested options were cancelled on non-fulfilment of certain vesting conditions under ESOS 2013. As at year ended March 31, 2019 and March 31, 2018, details and movements of the outstanding options are as follows: Particulars As at March 31, 2019 As at March 31, 2018 No. of Options Weighted average exercise price (`) No. of Options Weighted average exercise price (`) i) Options granted under ESOS 2006 Options outstanding at the beginning of the year 526,677 63.90 1,217,151 58.80 Options exercised during the year 19,087 57.77 609,912 54.43


|546| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Particulars As at March 31, 2019 As at March 31, 2018 No. of Options Weighted average exercise price (`) No. of Options Weighted average exercise price (`) Options cancelled during the year 33,387 59.20 14,625 65.09 Options expired during the year 296,577 61.84 65,937 57.15 Options outstanding at the end of the year 177,626 68.86 526,677 63.90 Options exercisable at the end of the year 177,626 68.86 526,677 63.90 Range of exercise price of outstanding options (`) 68.86 - 68.86 57.55 - 68.86 Remaining contractual life of outstanding options (months) 10 13 ii) Options granted under ESOS 2013 Options outstanding at the beginning of the year 13,096,614 126.35 18,972,641 126.28 Options cancelled during the year 572,460 124.01 5,876,027 126.13 Options outstanding at the end of the year 12,524,154 126.46 13,096,614 126.35 Options exercisable at the end of the year 12,169,350 126.83 12,635,255 126.79 Range of exercise price of outstanding options (`) 110.45 - 150.10 110.45 - 150.10 Remaining contractual life of outstanding options (months) 30 42 iii) RSU’s granted under ESOS 2013 Options outstanding at the beginning of the year 2,394,656 10.00 5,009,212 10.00 Options exercised during the year 1,018,848 10.00 2,507,198 10.00 Options cancelled during the year 80,788 10.00 107,358 10.00 Options outstanding at the end of the year 1,295,020 10.00 2,394,656 10.00 Options exercisable at the end of the year 1,156,785 10.00 1,853,893 10.00 Range of exercise price of outstanding options (`) 10.00 10.00 Remaining contractual life of outstanding options (months) 43 53 The weighted average share price at the date of exercise of options exercised during the year was ` 52 (March 31, 2018 ` 85)


|547| Chap. 22 – Ind AS 102 — Share-based Payment The fair value of each option and RSU is estimated on the date of grant/re-pricing based on the following assumptions: Particulars ESOS 2006 On the date of Grant On the date of re-pricing Tranche I Tranche II Tranche III Tranche IV Tranche I Tranche II (31/12/07) (24/07/08) (22/12/09) (24/01/11) (21/12/09) (21/12/09) Dividend yield (%) Nil Nil Nil Nil Nil Nil Expected life 6 yrs 6 months 6 yrs 6 months 6 yrs 6 months 6 yrs 6 months 4 yrs 6 months 5 years 9 months Risk free interest rate (%) 7.78 7.5 7.36 8.04-8.14 7.36 7.36 Volatility (%) 40 45.8 54.54 50.45 54.54 54.54 Market price on date of grant/re-pricing (`) 131.3 91.95 57.55 68.86 57.05 57.05 Fair Value(1) 68.99 48.25 31.34 37.47 18.42 10.57 (1) As on the date of transition from IGAAP to Ind AS on April 1, 2015, all ESOP’s were vested and therefore, in line with the exemptions under Ind AS 101, the expense of such share based payment has been recognised based on intrinsic value. Particulars ESOS 2013 Tranche I Tranche II Tranche III Tranche IV (11/02/14) (29/12/14) (21/1/16) (11/2/17) Stock Options Stock Options Stock Options Stock Options Dividend yield (%) 0.24 0.40 0.51 0.54 Expected life 6 yrs 6 months 6 yrs 6 months 6 yrs 6 months 6 yrs 6 months Risk free interest rate (%) 8.81 - 8.95 8.04 - 8.06 7.42 – 7.66 6.68 – 7.03 Volatility (%) 34.13–44.81 34.28–42.65 34.24 – 35.33 36.37 – 38.87 Market price on date of grant (`) 126.45 150.10 117.55 110.45 Fair Value 60.51^ 66.27 48.97 46.39 ^ As on the date of transition from IGAAP to Ind AS on April 1, 2015, first installment of the grant were vested and therefore, in line with the exemptions under Ind AS 101, the expense of such share based payment has been recognised based on intrinsic value. Particulars ESOS 2013 Tranche I Tranche II Tranche III Tranche IV Restricted Stock Units Restricted Stock Units Restricted Stock Units Restricted Stock Units Dividend yield (%) 0.24 0.40 0.51 0.54 Expected life 5 yrs 6 months 5 yrs 6 months 5 yrs 6 months 5 yrs 6 months Risk free interest rate (%) 8.91 8.05 7.60 6.94 Volatility (%) 43.95 35.66 34.24 37.21 Market price on date of grant (`) 126.45 150.10 117.55 110.45 Fair Value 118.70 140.41 107.71 100.40


|548| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The volatility is based on the historical share price over a period similar to the expected life of the options. b) Employee stock option plan – options granted by Vodafone Group Plc i. Global Long Term Incentive (“GLTI”) GLTI is a restricted share plan granted to incentivise delivery of sustained performance over the long term plan to selected employees of the Group. In addition to the 2 years/3 years vesting conditions, options of certain schemes would depend on achievement of the performance conditions of the Group and Vodafone Group Plc. The plans are administered by Vodafone Group Plc. and the information disclosed is to the extent available. ii. Global Long Term Retention (“GLTR”) GLTR plan is a restricted share plan granted as a retention tool to selected employees in the middle management. The options vest in 3 years/2 years after the grant date provided the employees remain in the continued employment of the Group during the vesting period. iii. Vodafone Global Incentive Plan (“VGIP”) VGIP is a restricted plan granted as an investment plan to senior management. These options vest in 3 years after the grant date provided the employee remains in the continued employment of the Group during the vesting period. The vesting of these options were subject to satisfaction of performance conditions of the Group and Vodafone Group Plc. and market based condition, based on total shareholder return (TSR), which is taken into account when calculating the fair value of share awards.The valuation for the TSR is based on Vodafone’s ranking within the same group of companies, where possible over the past five years. As at year ended March 31, 2019, details and movements of the outstanding options are as follows: Particulars As at March 31, 2019 i) Options granted under GLTI/ GLTR No. of Options Options outstanding as at August 31, 2018 13,868,024 Options granted during the period - Options forfeited during the period 1,118,914 Options exercised during the period 460,412 Options outstanding at the end of the year 12,288,698 Options exercisable at the end of the year 12,288,698 Weighted average remaining contractual life of the options outstanding at the end of the year (months) 12 ii) Options granted under VGIP Options outstanding as at August 31, 2018 1,702,228 Options granted during the period - Options forfeited during the period - Options exercised during the period - Options outstanding at the end of the year 1,702,228 Options exercisable at the end of the year 1,702,228 Weighted average remaining contractual life of the options outstanding at the end of the year (months) 10


|549| Chap. 22 – Ind AS 102 — Share-based Payment The exercise price is Nil and hence the weighted average exercise price is not disclosed. Liability at the end of year ended March 31, 2019 is ` 1,084 Mn. Fair value of option is measured by deducting the present value of expected dividend cash flows over the life of the awards from the share price as at the grant date. The fair value of each option is mentioned below: Particulars Grant date Expected life Market price on date of grant/ re-pricing (INR) Fair Value(INR) GLTI/ GLTR 13/11/15 1.6 to 3 Years continuous employment for GLTR and performance conditions apply as noted in (i) above for GLTI 223 223 30/06/16 3 years/ 2 years continuous employment for GLTR and performance conditions apply as noted in (i) above for GLTI 196 196 18/11/16 3 years continuous employment for GLTR 173 173 17/02/17 3 years continuous employment for GLTR 166 166 26/06/17 3 years/ 2 years continuous employment for GLTR and performance conditions apply as noted in (i) above for GLTI 183 183 17/11/17 1.6 Years continuous employment for GLTR 197 192 16/02/18 2 years to 2.4 years continuous employment for GLTR and performance conditions apply as noted in (i) above for GLTI 179 179 26/06/18 3 years/ 2 years continuous employment for GLTR and performance conditions apply as noted in (i) above for GLTI 166 166 VGIP 30/06/16(1) 3 years continuous employment for VGIP and performance conditions apply as noted in (iii) above for VGIP 196 151 04/08/17(2) 3 years continuous employment for VGIP and performance conditions apply as noted in (iii) above for VGIP 189 91 04/08/17 3 years continuous employment for VGIP and performance conditions apply as noted in (iii) above for VGIP 189 188 (1) Vesting percentage: 77.20% (2) Vesting percentage: 48.30% ll


|550| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Chapter 23 Ind AS 103 – Business Combinations 1. ADANI PORTS AND SPECIAL ECONOMIC ZONE LIMITED Business Combination have been accounted for using the acquisition method under the provisions of Ind AS 103, Business Combinations. The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The cost of acquisition also includes fair value of any contingent considerations. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at the fair value on the date of acquisition. Business Combinations between entities under common control is accounted for at carrying value. Transaction costs that the Group incurs in connection with a business combination such as legal fees, due diligence fees and other professional consulting fees are expensed as incurred. If the initial accounting for a business combination is incomplete by the end of reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amount recognised at that date. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. 37 Business Combinations and acquisitions during the year (i) On June 28, 2018, the Company has acquired 97% equity stake of Marine Infrastructure Developer Private Limited, a non listed entity engaged in the business of Port Operations at Kattupali Port. On March 29, 2019, Adani Logistics Limited ("subsidiary company") has acquired 100% equity stake of Adani Agri Logistics Limited (along with its subsidiaries), Adani Agri Logistics (Dahod) Limited, Adani Agri Logistics (Samastipur) Limited and Adani Agri Logistics (Darbhanga) Limited (jointly referred as "Adani Agri Logistics Companies"), non listed entities engaged in the business of Logistics Operations. The company is in the process of making a final determination of fair values of the identified assets and liabilities for the purpose of Purchase price allocation and the same is expected to be completed by March 31, 2020. Pending this, the business combination has been accounted based on provisional fair valuation report. The fair value of the identifiable assets and liabilities as at the date of acquisition were: ` In Crore Particulars Marine Infrastructure Developer Private Limited Adani Agri Logistics Companies Assets Property, Plant and Equipment 1,785.90 556.98 Capital work-in-progress - 75.60 Other Intangible Assets 124.19 447.59 Other non-current financial/non financial assets 1.37 130.74 Trade Receivables - 99.20 Inventories 0.47 0.89 Other current financial/non financial assets - 26.15


|551| Chap. 23 – Ind AS 103 – Business Combinations ` In Crore Particulars Marine Infrastructure Developer Private Limited Adani Agri Logistics Companies Cash and Bank Balances 11.64 79.80 Total Assets 1,923.57 1,416.95 Liabilities Borrowings - 721.28 Non current financial/non financial liabilities 11.93 11.05 Trade Payables - 10.24 Current financial/non financial liabilities 0.15 24.33 Liabilities for Current Tax - - Put option liability 23.50 - Provisions 0.92 1.87 Deferred Tax liability (refer note (c) below) 68.36 158.32 Total Liabilities 104.86 927.09 Total Identifiable Net Assets at fair value 1,818.71 489.86 Purchase Consideration paid - For equity 388.00 945.70 - For Inter Corporate Deposits 1,562.00 - 1,950.00 945.70 Non-Controlling Interests (11.97) - Goodwill arising on acquisition 143.26 455.84 Note:- (a) The determination of the fair value is based on discounted cash flow method. Key assumptions on which the management has based fair valuation includes estimated long-term growth rates, weighted average cost of capital and estimated operating margin. The Cash flow projections take into account past experience and represent the management's best estimate about future developments. (b) Goodwill is attributable to future growth of business out of synergies from these acquisitions and assembled workforce. (c) Impact of deferred tax adjustment amounting to ` 226.68 crore, arising on business combination, adjusted in Goodwill as per Ind AS - 12 Income Taxes. (d) From the date of acquisition, Marine Infrastructure Developer Private Limited has contributed ` 144.30 crore and ` 63.85 crore to the Revenue and profit before tax to the Group. If the combination had taken place at the beginning of the year, revenue would have been ` 144.30 crore and the profit before tax to the group would have been ` 49.43 crore. (e) From the date of acquisition, Adani Agri Logistics Companies has contributed ` 0.80 crore and ` 0.46 crore to the Revenue and loss before tax to the Group. If the combination had taken place at the beginning of the year, revenue would have been ` 119.42 crore and the loss before tax to the group would have been ` 7.67 crore. (ii) On December 29, 2018, control over Adani Petroleum Terminal Private Limited ("APTPL"), a wholly owned subsidiary of APSEZL has been transferred to another group company falling under ultimate controlling entity where Key Managerial persons, Directors and their relatives are able to exercise significant influence. With effect from March 16, 2019, the control has been re-acquired as wholly owned subsidiary of Adani Logistics Limited (Subsidiary of APSEZL). (iii) On December 29, 2018, Dhamra LNG Terminal Private Limited ("DLTPL"), a 100% subsidiary of Adani Petroleum Terminal Private Limited, whose control has been transferred to another group company falling under ultimate controlling entity where Key Managerial persons, Directors and their relatives are able to exercise significant influence. With effect from March 16, 2019, the control has been


|552| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts re-acquired as step down subsidiary of Adani Logistics Limited ("ALL") because APTPL has become subsidiary of ALL. (iv) During the year, the Company’s subsidiary company Adani Logistics Limited has acquired 100% equity shares of Blue Star Realtors Private Limited and Dermot Infracon Private Limited having free hold land amounting to ` 240.65 crore and ` 135.95 crore respectively. 2. ALL CARGO LOGISTICS LIMITED Summary of significant accounting policies Business combinations The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in profit and loss as incurred. The acquirer’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. The interest of non-controlling shareholders is initially measured either at fair value or at the noncontrolling interests’ proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition-by- acquisition basis. Subsequent to acquisition, the carrying amount of noncontrolling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries. Business combinations arising from transfers of interests in entities that are under the common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amount of assets and liabilities of the required entity are recorded in shareholders’ equity. Any goodwill arising in the acquisition/ business combination of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Notes to the consolidated financial statements Material Business combinations and acquisition of non-controlling interests Acquisition during the previous year ended 31 March 2018 A. Acquisition of general Export SRl On June 23, 2017, the Group acquired 51% of the voting shares of General Export SRL, a Company based in Italy and specialising in LCL business for ` 373 lakhs. Assets acquired and liabilities assumed The fair values of the identifiable assets and liabilities of General Export SRL as at the date of acquisition were: ` in lakhs Particulars Fair value recognised on acquisition Assets Intangible assets 682 Trade Receivables 1,258 Cash and cash equivalents 310 Other assets 100 2,350


|553| Chap. 23 – Ind AS 103 – Business Combinations Particulars Fair value recognised on acquisition Liabilities Trade payables 980 Pension & similar obligations 399 Other liabilities 471 Deferred Tax Liability 242 2,092 Total identifiable net assets at fair value 258 Non-controlling interest measured at fair value (126) Goodwill arising on acquisition 242 Purchase consideration transferred 373 B. Acquisition of additional interest in - Ecu Worldwide (Kenya) ltd. during the year ended 31 March 2018 In February 2018, the Group acquired an additional 18% interest in the voting shares of - Ecu Worldwide (Kenya) Ltd., increasing its ownership interest to 100%. Consideration of ` 115 lakhs was paid to the noncontrolling shareholders. The carrying value of the net assets of Ecu Worldwide (Kenya) Ltd. (excluding goodwill on the original acquisition) was ` 224 lakhs. The carrying value of the additional interest acquired at the date of acquisition was ` 40 lakhs. Following is a schedule of additional interest acquired in Ecu Worldwide (Kenya) Ltd: Particulars ` in lakhs Consideration paid to non-controlling shareholders 115 Carrying value of the additional interest in Ecu Worldwide (Kenya) Ltd. 40 Difference recognised in capital reserve within equity 75 3. AVENUE SUPERMARTS LIMITED Notes to the Consolidated Financial Statements for the year ended 31st March, 2019 Business combinations and goodwill The Group has accounted business combinations using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value. Acquisitionrelated costs are expensed as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash


|554| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Business combinations and acquisitions of non-controlling interests On 25th January 2018, the Company (together referred to as ‘Purchaser’) entered into share purchase agreement with promoters of Avenue E-commerce Limited (together referred to as ‘Seller’) and has acquired an additional stake of 50.79% equity interest in its associate Avenue E-commerce Limited (AEL). The consideration paid for the acquisition is ` 49.21 Crores in cash. The group has paid the cash consideration and the shares have been transferred on 2nd February, 2018 and for convenience purpose 1st February, 2018 has been designated as the acquisition date. Prior to the step up acquisition, the group accounted for 49.21 % interest in Avenue E-commerce Limited as an equity method investment. With the additional stake Avenue E-commerce Limited ceases to be an associate with effect from 2nd February, 2018 and is a subsidiary of the Company. Avenue E-commerce Limited is engaged in the business of online retail of food products and groceries. The acquisition of AEL has been accounted in accordance with Ind AS 103- Business Combinations. Accordingly the group has re-measured the existing 49.21% interest in the assets and liabilities of AEL held prior to this transaction to their fair value and has recorded a gain of ` 38.52 Crores as gain on fair value of pre-existing equity interest in the associate in the Consolidated Statement of Profit and Loss. (` in Crores) Fair value of previously held equity interest in the associate 47.67 Carrying value of the associate as at the acquisition date 9.15 Resulting gain on fair value of pre- existing equity share 38.52 As per para 18 of Ind AS 103- Business Combinations, the acquired assets have been fair valued by the management. Fair value of assets has been carried our on “Fair Market Value” basis which has been done using the replacement cost method. The group has recognised and measured the goodwill acquired in business combination as per IND AS 103 and has aggregated the fair values of net assets acquired and reduced the amount of total consideration paid for the acquisition of the subsidiary so as to derive the amount attributable to goodwill. No identifiable intangible assets has been identified by the group. Assets acquired and liabilities assumed The fair values of identifiable assets and liabilities as at the date of acquisition are as follows:- (` in Crores) As at 31st January, 2018 Assets Non-current assets Property, plant and equipment 12.91 Capital work-in-progress 0.02 Intangible assets 23.48 Financial assets Other non-current financial assets 1.19 Other non-current assets 1.26 Current assets Inventories 3.32


|555| Chap. 23 – Ind AS 103 – Business Combinations (` in Crores) As at 31st January, 2018 Financial assets Investments 2.00 Trade receivables 0.01 Cash and cash equivalents 1.95 Other current financial assets 0.11 Other current assets 3.07 49.32 Annual improvement to Ind AS (2018) These improvements include: Amendments to Ind AS 103: Party to a Joint Arrangements obtains control of a business that is a Joint Operation The amendments clarify that, when an party to a joint arrangement obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation. An entity applies those amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1st April 2019. These amendments are not applicable to the group. 4. CESC LIMITED Director’s report Standalone Financials NOTE - 52 In order to lay specific focus on its operations and investments in the areas, inter alia, of power distribution, generation, organised retail (Retail Undertaking) and other sundry areas including business process outsourcing & property (IT Undertaking) by way of due alignment, the Board of Directors of CESC Limited (“Parent”, “the Company”) at its meeting held on 18th May, 2017 had approved, subject to necessary approvals, a composite scheme of arrangement (Scheme) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 involving the Parent and nine of its subsidiaries (Scheme Companies). The Scheme provides for restructuring of the Parent and its undertakings (all under common control as per Ind-AS 103) referred to in the Scheme into four listed entities, focussed on the above referred four verticals, the appointed date being 1st October 2017(“the Appointed Date”) The Company on 5th October, 2018 has received from Hon’ble National Company Law Tribunal (NCLT) (the appropriate authority), the certified copy of the order dated 28 March, 2018 sanctioning the Scheme, subject to a condition that demerger of the Generation Undertaking shall be effective upon approval of the Hon’ble West Bengal Electricity Regulatory Commission (WBERC) to the Power Purchase Agreement (PPA) between the Company and Haldia Energy Limited ( One of the Scheme Companies). Pending the said approval, with necessary legal consultation, the Board of Directors at its meeting held on 12 October, 2018 has decided to give effect to the Scheme as below : a) Demerger of the Generation undertaking to be given effect after receipt of necessary approvals from WBERC. b) the remaining parts of the Scheme to be given effect from the Appointed Date in terms of the order of Hon’ble NCLT, whereby, i) the said Retail Undertaking (Retail undertaking 1 as per the scheme) and IT Undertaking have been demerged into two entities as stipulated in the Scheme, viz. RP-SG Retail Limited (RSRL) and RP-SG Business Process Services Limited (RSBP) respectively.


|556| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts ii) the three wholly owned subsidiaries , viz; CESC Infrastructure Limited (CIL) (engaged in the business of promoting and supporting entities engaged in infrastructure sector including power), Spencer’s Retail Limited (SRL) post demerger of its retail undertaking (Retail undertaking 2 as per the scheme) (engaged in developing and conducting organized retail business) and Music World Retail Limited (MWL) (engaged in the business of organised music retailing stores and selling of music accessories) have been merged with the Company. The balances and transactions of CIL, have been merged on the basis of audited financials of CIL for the six months ended 30th September, 2017 and year ended 31st March, 2018. c) Each shareholder of the Company registered on the record date of 31 October, 2018 in respect of every 10 shares is entitled to additional 6 fully paid up equity shares of ` 5 each in RP-SG Retail Limited and additional 2 fully paid up equity shares of ` 10 each in the RP-SG Business Process Services Limited. CESC Limited is entitled to 500000 fully paid up 0.01% non-cumulative compulsorily redeemable preference shares of ` 100 each by RP-SG Retail Limited. Three entities merged with the Company, as stated above, were wholly owned subsidiaries of the Company and hence no consideration was to be given in lieu of transfer of said undertakings. d) Necessary accounti effect of the above has been given in these fi statements in terms of the above NCLT order, in the manner detailed herein: i) The assets and liabiliti as at the Appointed Date acquired/transferred by the Company in terms of the Scheme at book value are summarized below: ` in Crore Particulars Acquired pursuant to Merger of CIL, SRL and MWL Transferred pursuant to Demerger of Retail and IT undertaking ASSETS Non-current Assets Property, Plant and Equipment 2.23 – Capital work-in-progress 1.61 – Intangible Assets – (86.25) Financial assets Investments 3,597.06 (733.97) Others 208.36 – Other Non current assets 1.87 (23.38) 3,811.13 (843.60) Current Assets Inventories 3.00 – Financial assets Investments 47.42 (575.10) Cash and cash equivalent 0.30 (130.00) Others 15.16 (114.80) Current Tax Assets (Net) 3.12 – Other current assets 0.19 (0.35) 69.19 (820.25) Total Assets 3,880.32 (1,663.85) LIABILITIES Non-current Liabilities Financial Liabilities Borrowings 20.39 – Provisions 0.12 (2.90) 20.51 (2.90)


|557| Chap. 23 – Ind AS 103 – Business Combinations ` in Crore Particulars Acquired pursuant to Merger of CIL, SRL and MWL Transferred pursuant to Demerger of Retail and IT undertaking Current Liabilities Financial Liabilities Trade Payables a) Total outstanding dues to Micro Enterprises & Small Enterprises – – b) Total outstanding dues of Creditors other than Micro Enterprises & Small Enterprises 3.72 – Others 965.90 – Other current liabilities 1.56 (0.12) Provisions 0.22 (4.25) 971.40 (4.37) Total liabilities 991.91 (7.27) Difference between Asset and Liability acquired / transferred 2,888.41 (1,656.58) Add : Impact on cancellation of investments pursuant to the Scheme (5,458.66) – Less: Consideration (Preference shares) receivable pursuant to scheme of arrangement at fair value – 0.74 Net Difference arising pursuant to scheme of arrangement (2,570.25) (1,655.84) ii) Pursuant to the Scheme, adjustment of difference arising on application of the Scheme is given in following manner : ` in Crore Particulars Acquired pursuant to Merger of CIL, SRL and MWL Transferred pursuant to Demerger of Retail and IT undertaking Adjusted with Capital Redemption reserve (20.13) – Adjusted with Security premium (1,738.02) – Adjusted with Retained earnings (represents negative capital reserve arising on merger (812.10) (1,655.84) which has been adjusted with retained earnings) (2,570.25) (1,655.84) iii) Authorised share capital of the Company has been increased pursuant to the Scheme of Arrangement. The above accounting from the Appointed date is as per the Order of the Hon’ble NCLT rather than from effective date for the demergers and first day of the previous period presented for the mergers e) Further, in respect of discontinued operation for the period upto 30th September 2017 following has been disclosed : ` in Crore Particulars April 1, 2017 to September 30, 2017 2016-17 Other income – 10.01 Expenses 3.75 7.50 Profit / (Loss) before tax (3.75) 2.51 Cash flows : Cash flow (used in) /from investing activity (311.33) (610.00)


|558| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Consolidated Financials NOTE - 53 In order to lay specific focus on its operations and investments in the areas, inter alia, of power distribution, generation, organised retail (Retail Undertaking) and other sundry areas including business process outsourcing & property (IT Undertaking) by way of due alignment, the Board of Directors of CESC Limited (“Parent”, “the Company”) at its meeting held on 18th May, 2017 had approved, subject to necessary approvals, a composite scheme of arrangement (Scheme) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 involving the Parent and nine of its subsidiaries (Scheme Companies). The Scheme provides for restructuring of the Parent and its undertakings (all under common control as per Ind-AS 103) referred to in the Scheme into four listed entities, focussed on the above referred four verticals, the appointed date being 1st October 2017 (“the Appointed Date”) The Parent on 5th October, 2018 has received from Hon’ble National Company Law Tribunal (NCLT) (the appropriate authority), the certified copy of the order dated 28th March, 2018 sanctioning the Scheme, subject to a condition that demerger of the Generation Undertaking shall be effective upon approval of the Hon’ble West Bengal Electricity Regulatory Commission (WBERC) to the Power Purchase Agreement (PPA) between the Parent and Haldia Energy Limited (One of the Scheme Companies). Pending the said approval, with necessary legal consultation, the Board of Directors at its meeting held on 12th October, 2018 has decided to give effect to the Scheme as below: a) Demerger of the Generation undertaking to be given effect after receipt of necessary approvals from WBERC. b) the remaining parts of the Scheme to be given effect from the Appointed Date in terms of the order of Hon’ble NCLT, whereby, i) the said Retail Undertaking (Retail undertaking 1 as per the scheme) and IT Undertaking have been demerged into two entities as stipulated in the Scheme, viz. RP-SG Retail Limited (RSRL) and RP-SG Business Process Services Limited (RSBP) respectively. ii) the three wholly owned subsidiaries , viz; CESC Infrastructure Limited (CIL) (engaged in the business of promoting and supporting entities engaged in infrastructure sector including power), Spencer’s Retail Limited (SRL) post demerger of its retail undertaking (Retail undertaking 2 as per the scheme) (engaged in developing and conducting organized retail business) and Music World Retail Limited (MWL) (engaged in the business of organised music retailing stores and selling of music accessories) have been merged with the Parent and New Rising Promoters Pivate Limited wholly owned subsidiary of Crescent Power Limited (CPL) has been merged with CPL. The balances and transactions of CIL, have been merged on the basis of audited financials of CIL for the six months ended 30th September, 2017 and year ended 31st March, 2018. c) Each shareholder of the Company registered on the record date of 31st October, 2018 in respect of every 10 shares is entitled to additional 6 fully paid up equity shares of Rs. 5 each in RP-SG Retail Limited and additional 2 fully paid up equity shares of Rs. 10 each in the RPSG Business Process Services Limited. CESC Limited is entitled to 500000 fully paid up 0.01% non-cumulative compulsorily redeemable preference shares of ` 100 each by RP-SG Retail Limited. Three entities merged with the Company, as stated above, were wholly owned subsidiaries of the Company and hence no consideration was to be given in lieu of transfer of said undertakings. d) Necessary accounting effect of the above has been given in these financial statements in terms of the above NCLT order and difference betrween asset and liabilities has been adjusted in Capital Redemption reserve, Securities Premium, Retained earnings and other specific reserves related to demerged entities. Authorised share capital of the Parent has been increased pursuant to the Scheme of Arrangement.


|559| Chap. 23 – Ind AS 103 – Business Combinations The above accounting from the Appointed date is as per the Order of the Hon’ble NCLT rather than from effective date for the demergers and first day of the previous period presented for the mergers. e) Further, in respect of discontinued operation for the period upto 30th September 2017 following has been disclosed : Particulars April 1, 2017 to September 30, 2017 2016-17 Revenue 2,907.90 5,619.41 Other Income 13.63 11.61 Expense 2,814.23 5,416.26 Profit / (Loss) before tax 107.30 214.76 Cash flow : Net cash flow from Operating Activities 80.51 178.23 Net cash flow (used in) /from investing activity (505.24) (245.42) Net Cash flow from/(used in) Financing Activities 698.32 60.67 5. DLF LIMITED The Group applies the acquisition method in accounting for business combinations for the businesses which are not under common control. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below: • Deferred tax assets or liabilities and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively. • Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date • Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Noncurrent Assets Held for Sale and Discontinued Operations are measured in accordance with that standard. • Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind AS. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.


|560| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate. Goodwill is measured as excess of the aggregate of the fair value of the consideration transferred, the amount recognised for non-controlling interests and fair value of any previous interest held, over the fair value of the net of identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through other comprehensive income. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date. Business combinations under common control Business combinations involving entities or businesses under common control have been accounted for using the pooling of interest method. The assets and liabilities of the combining entities are reflected at their carrying amounts. No adjustments have been made to reflect fair values, or to recognise any new assets or liabilities. Property acquisitions and business combinations Where property is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business. Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the corporate entity or assets and liabilities is allocated between the identifiable assets and liabilities (of the entity) based on their relative values at the acquisition date. Accordingly, no goodwill or deferred tax arises


|561| Chap. 23 – Ind AS 103 – Business Combinations 6. FORTIS HEALTHCARE LIMITED Business combinations Business combinations (other than business combinations between common control entities) are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the consideration transferred, equity instruments issued and liabilities incurred or assumed at the date of exchange. The consideration transferred does not include amounts related to the settlement of pre-existing relationships; such amounts are generally recognised in the Statement of Profit or Loss and Other Comprehensive Income. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business combination are expensed as incurred. The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are recognized at their carrying amounts. The identity of the reserves is preserved and they appear in the financial statements of the Group in the same form in which they appeared in the financial statement of the acquired entity. The differences, if any, between the consideration and the amount of share capital of the acquired entity is transferred to capital reserve. 7. GMR INFRASTRUCTURE LIMITED Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below: Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively. Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard. Re-acquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.


|562| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts Business combinations arising from transfers of interests in entities that are under the common control are accounted at pooling of interest method. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders’ equity. 8. GODREJ PROPERTIES LIMITED The Group accounts for each business combination (other than common control transactions) by applying the acquisition method. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. The Group measures goodwill as of the applicable acquisition date at the fair value of the consideration transferred, including the recognised amount of any non-controlling interest in the acquiree, less the net recognised amount (measured at fair value) of the identifiable assets acquired and liabilities (including contingent liabilities in case such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably) assumed. When the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognised as capital reserve. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration. Consideration transferred does not include amounts related to settlement of pre-existing relationships. Transaction costs that the Group incurs in connection with a business combination are expensed as incurred except to the extent related to the issue of debt or equity securities. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Put options issued to non-controlling interests are recognised as a liability and the subsequent changes in the put option are recognised directly in reserves. Acquisitions of non-controlling interests are accounted for as transactions with equity holders in their capacity as equity holders. The difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Common control transactions are accounted for based on pooling of interests method where the assets and liabilities of the acquiree are recorded at their existing carrying values. The identity of reserves of the acquiree is preserved and the difference between consideration and the face value of the share capital of the acquiree is transferred to capital reserves, which is shown separately from other capital reserves. The financial information in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the consolidated financial statements irrespective of the actual date of the combination. Disclosure 42 Business Combination Acquisition of Godrej Landmark Redevelopers Private Limited (GLRPL) On March 15, 2019, the Group acquired 49 percent of the voting shares of GLRPL, a company engaged primarily in the business of real estate construction, development and other related activities. As a result, the Group’s equity interest in GLRPL increased from 51 percent to 100 percent, giving it control of GLRPL.


|563| Chap. 23 – Ind AS 103 – Business Combinations (a) Consideration transferred The following table summarises the acquisition date fair value of major class of consideration transferred: Particulars Amount Consideration paid in cash 42.73 Total consideration 42.73 (b) Acquisition-related costs The Group incurred acquisition-related costs of INR 0.01 Crore on legal fees and due diligence costs. These costs have been included in legal and professional fees under other expenses. (c) Identifiable assets acquired and liabilities assumed The following table summarises the acquisition date fair value of assets acquired, fair value of the consideration transferred. Description Amount Property, plant and equipment 0.03 Intangible assets 0.02 Non-current financial assets 0.10 Deferred tax assets (Net) 1.29 Income tax assets (Net) 5.17 Inventories 106.24 Current financial assets 47.86 Other Current Non Financial Assets 41.93 Current financial liabilities (51.61) Other Current Non Financial Liabilities (48.01) Current Tax Liabilities (Net) (4.01) Net Assets 99.01 Measurement of fair values The valuation techniques used for measuring the fair value of material assets (inventories) acquired are fair market value of the flats in the multi storeyed building based on the existing market condition as on February 26, 2019. The main inputs used are locality, specifications and amenities provided in project. (d) Capital Reserve Capital Reserve arising from the acquisition has been determined as follows Description Amount Consideration transferred (refer note (a) above) 42.73 Fair value of pre-existing equity interest in GLRPL 50.74 Fair value of net identifiable assets (refer note (c) above) 99.01 Capital reserve 5.54 (e) From the date of acquisition, GLRPL contributed INR (13.27) Crore of revenue from operations and INR 0.44 Crore of loss to the Group. If the acquisition had taken place at the beginning of the year, the Group’s revenue from operations would have increased by INR 762.27 Crore and profit would have increased by INR 46.69 Crore.


|564| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts 9. GRASIM INDUSTRIES LIMITED Business Combination and Goodwill: The Company uses the acquisition method of accounting to account for business combinations. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in Other Comprehensive Income (OCI) and accumulated in other equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in other equity as capital reserve, without routing the same through OCI. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company. Consideration transferred also includes the fair value of any contingent consideration. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill that arises on account of such business combination is tested annually for impairment. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not re-measured and the settlement is accounted for within other equity. Otherwise, other contingent consideration is re-measured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recorded in the Statement of Profit and Loss. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably. On an acquisition-by-acquisition basis, the Company recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Transaction costs that the Company incurs in connection with a business combination, such as Stamp Duty for title transfer in the name of the Company, finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred. A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when, there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro - rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.


|565| Chap. 23 – Ind AS 103 – Business Combinations These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date. 4.12 A. Scheme of Arrangement for Amalgamation of Aditya Birla Nuvo Limited (ABNL) with the Company and demerger of Financial Services business into Aditya Birla Capital Limited(ABCL) (earlier known as Aditya Birla Financial Services Limited) {Ind AS 103} On 11th August 2016, the Board of Directors of the Company had approved a composite Scheme of Arrangement between the Company, ABNL and ABCL (a wholly owned Subsidiary of ABNL) and their respective shareholders and creditors for merger of ABNL with the Company, and the subsequent demerger of it’s financial services business into ABFS and consequent listing of equity shares of ABFS. ABNL is a premium conglomerate which commands leadership position across its Financial Services, Telecom, Linen and Manufacturing businesses. The Major Rationale for Merger of ABNL: a. Stronger parentage for financial service business : Financial service business is likely to benefit from lower cost of funds, given strong credit rating of the Company b. Access to high growth business: Cash flow of the merged entity from various operating business can be meaningfully leveraged towards nurturing companies with future growth opportunities. c. Value unlocking in financial service business: Demerger of financial service business will unlock the value for shareholders given the business has achieved scale and listing of ABCL provides flexibility to independently fund its growth through various sources of capital. During the previous year, the merger has become effective from 1st July 2017, hence ABNL ceased to exist effective from 1st July 2017. As a part of the Scheme, demerger of financial services business into ABCL has also become effective from 4th July 2017. In terms of the Scheme, the Company has issued 190,462,665 equity shares on 9th July 2017 to the shareholders of ABNL in the ratio of 15 (fifteen) equity Shares of ` 2/- each fully paid up against 10 (ten) Equity Shares of ` 10/- each fully-paid up of ABNL held by them on the record date for this purpose. As a result, the Company’s paid up share capital has increased from ` 93.38 Crore to ` 131.47 Crore. The total purchase consideration for the said transaction was ` 23,657.37 Crore. On account of demerger of financial services business, ABCL has issued it’s equity shares in the ratio of 7 (seven) equity shares of ` 10 each fully paid-up in respect of 5 (five) equity shares of ` 2 each fully paid up of the Company held by the shareholders of the Company on the record date for this purpose. As a result, the holding of the Company in ABCL stands reduced to 55.99%. For the nine months period ended 31st March 2018, erstwhile ABNL has contributed revenue of ` 13,006.97 Crore and profit before tax (before non-controlling interest) of ` 937.84 Crore to the Group results. If the merger had occurred on 1st April 2017, the consolidated revenue and profit before tax for the year ended would have been ` 17,342.63 Crore and ` 1,250.46 Crore respectively based on the amounts extrapolated by the Management. In determining these amounts, management has assumed that the fair value adjustments, that arose on the date of merger, would have been same if the merger had occurred on 1st April 2017. (i) Identifiable Assets acquired and Liabilities assumed The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquistion and demerger of Financial Services business on 4th July 2017. (` in Crore) Particulars As on 1st July 2017 As on 4th July 2017 Property, Plant and Equipment 2,788.98 2,788.98 Capital Work-in-Progress 139.22 139.22 Identifiable Intangible Assets 3,943.30 3,943.30 Intangible Assets under Development 39.49 39.49 Investments in Associates and Joint Ventures 12,165.64 12,165.64


|566| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts (` in Crore) Particulars As on 1st July 2017 As on 4th July 2017 Non-Current Investments - Investments of Insurance Business 10,495.49 10,495.49 - Other Investments 3,936.56 3,936.56 Assets held to cover linked liabilities 24,990.64 24,990.64 Loans (includes Loans and Advances of NBFC and HFC Business) 39,528.26 39,528.26 Other Non-Current Assets 968.06 968.06 Inventories 631.44 631.44 Current Investments - Investments of Insurance Business 732.80 732.80 - Other Investments 2,187.31 2,187.31 Trade Receivables 1,445.13 1,445.13 Cash and Cash Equivalents 1,032.61 1,029.81 Bank Balances other than Cash and Cash Equivalents 173.89 173.89 Other Current Assets 628.70 628.70 Total Assets (A) 105,827.52 105,824.72 Non-Current Borrowings 22,074.71 22,074.71 Current Borrowings 12,087.51 12,087.51 Trade Payables 1,411.58 1,411.58 Policyholder Liabilities 34,862.74 34,862.74 Provision against Contingent Liability 95.34 95.34 Other Liabilities and Provisions 5,686.03 5,686.03 Deferred Tax Liabilities (Net) 1,534.81 1,534.81 Tax Provision (Net) 7.33 7.33 Total Liabilities (B) 77,760.05 77,760.05 Total Identifiable Net Assets acquired (before adjustment of Non-Controlling Interest and cancellation of Cross Holding) (A-B) 28,067.47 28,064.67 Less: Non-Controlling Interest 5,152.18 17,487.50 Cancellation of Cross Holding by the Company in erstwhile ABNL 621.55 621.55 Total Identifiable Net Assets Acquired 22,293.74 9,955.62 Less: Purchase Consideration [Share Capital: ` 38.09 Crore, Securities Premium: ` 23,619.28 Crore] 23,657.37 23,657.37 Less: Reserves taken over 119.00 119.00 Less: Replacement of ABNL ESOPs with the Company's ESOP (including ESOP reserve of Subsidiary) 13.77 13.77 Goodwill 1,496.40 13,834.52 The gross contractual amounts and fair value of Trade and Other Receivables acquired ` 41,028.23 Crore. However, ` 54.84 Crore of the trade and other receivables are credit impaired and the balance ` 40,973.39 Crore is expected to be recoverable. (ii) Note on Goodwill arising: Total goodwill was ` 13,834.52 Crore on merger on ABNL (post-demerger of Financial Services). The goodwill on acquistion can be attributable to financial services business & its skilled employees and expected synergies from combining operations of ABNL with the Company. Goodwill is not deductible for tax purposes. Reconciliation of Goodwill refer Note 2.2


|567| Chap. 23 – Ind AS 103 – Business Combinations (iii) Details of Acquisition Related Cost charged to Statement of Profit and Loss ` Crore Provision for Stamp Duty for title transfer in the name of the Company (Disclosed as exceptional Item) 238.00 Legal, advisory, valuation, professional or consulting fees, etc. 12.90 Total 250.90 B) Arrangement with Century Textiles and Industries Limited (‘CTIL’) for obtaining Right and Responsibility to Manage, Operate, use and control the Viscose Filament Yarn (‘VFY’) Business of CTIL. (Ind AS 103) The Board of Directors of the Company at their meeting held on 12th December 2017 has approved an arrangement with Century Textiles and Industries Limited (CTIL), under which CTIL will grant the right and responsibility to manage, operate, use and control the Viscose Filament Yarn (VFY) business of CTIL (without transferring ownership in the underlying immovable and movable assets other than working Capital) for a duration of 15 (fifteen) years to the Company for the agreed consideration.The above said arrangement has become effective from 1st February 2018. The VFY business of CTIL is based out of Shahad in Maharashtra, India with an annual capacity of 26,500 tonnes. Products manufactured include Pot Spun Yarn, Continuous Spun Yarn, VFY and Rayon Tyre Yarn. The major rationales for such arrangement a. Grasim with its new SSY technology & CTIL’s presence in Rayon Tyre Yarn would offer significant growth prospects. b. Synergy potential in plant and sales operations would provide additional benefits c. Potential to leverage brand strength in value chain d. Capex light capacity expansion compared to a Greenfield expansion In terms of the agreement, the Company has discharged consideration in the following manner: (i) Commuted royalty amounting to ` 600 Crore (ii) Time value of money of interest free security deposit ` 161.40 Crore (iii) Net working capital at closing ` 103.31 Crore For the two months period ended 31st March 2018, the said VFY business unit has contributed revenue of ` 161.28 Crore and profit before tax of ` 8.58 Crore (including fair valuation impact of Finished goods Inventory) to the Group results. If the said arrangement had occurred on 1st April 2017, the consolidated revenue and profit before tax for the year ended would have been ` 967.68 Crore and ` 51.48 Crore, respectively based on the amounts extrapolated by the management. In determining these amounts, the management has assumed that the fair value adjustments, that arose on the date of arrangement have been the same as if the arrangement occurred on 1st April 2017. Identifiable Assets acquired and liabilities assumed The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquistion. (` in Crore) Particulars As on 1st February ‘2018 Identifiable Intangible Assets Right to Manage and Operate Manufacturing Facility 661.50 Distributor/Customer Relationship 76.30 Order Backlog 9.20


|568| Mandatory Accounting Standards (Ind AS) — Extracts from Published Accounts (` in Crore) Particulars As on 1st February ‘2018 Non-Compete 21.50 Net Working Capital Fair value of Interest Benefit Receivable 7.93 Other Non-Current Assets (Financial and Non-Financial) 0.78 Inventories 127.52 Trade Receivables 61.17 Other Current Assets (Financial and Non-Financial) 16.68 Total Assets (A) 982.58 Deferred Tax Liability 4.96 Derivative Liability 18.30 Trade Payables 71.39 Other Liabilities and Provisions 22.70 Total Liabilities (B) 117.35 Total Identifiable Net Assets acquired (A-B) 865.23 Less: Purchase Consideration 864.71 Capital Reserve 0.52 The gross contractual amounts and fair value of trade and other receivables acquired ` 69.10 Crore. None of the trade and other receivables is credit impaired and it is expected that the full contractual amounts will be recoverable. Acquisition Related Costs Acquisition related costs of ` 1.77 Crore (including Stamp Duty) have been recognised under Miscellaneous Expenses, and Rates and Taxes in the Statement of Profit and loss. C) Acquisition of Identified Cement Units of JAL and JCCL (Ind AS 103): Pursuant to the Scheme of Arrangement between UTCL, JAL, JCCL and their respective shareholders and creditors (“the Scheme”), the UTCL has ,acquired identified cement units of JAL and JCCL on 29th June 2017 at an enterprise valuation of ` 16,189.00 Crore having total cement capacity of 21.2 MTPA including 4 MTPA under construction. The acquisition provides the UTCL a geographic market expansion with entry into high growth markets, where it needed greater reinforcement and creating synergies in manufacturing, distribution and logistics which offers many advantages. This will also create value for shareholders with the ready to use assets reducing time to markets, availability of land, mining leases, fly ash and railway infrastructure leading to overall operating costs advantage. (a) Fair Value of the Consideration Transferred: Against the total enterprise value of ` 16,189.00 Crore, UTCL has taken over borrowings of ` 10,189.00 Crore and negative working capital of ` 1,375.00 Crore from JAL and JCCL. After taking these liabilities into account, effective purchase consideration of ` 4,625.00 Crore has been discharged as under: (` in Crore) Particulars Amount Issue of 6.37% Non-Convertible Debentures 3,124.90 Issue of Redeemable Preference Shares 1,500.10* Total Consideration Transferred for Business Combination 4,625.00 (b) Acquired Receivables: As on the date of acquisition, gross contractual amount of the acquired Trade Receivables and Other Financial Assets was `17.07 Crore, against which no provision has been considered since fair value of the acquired receivables are equal to carrying value as on the date of acquisition.


|569| Chap. 23 – Ind AS 103 – Business Combinations (c) The Fair Value of identifiable assets acquired and liabilities assumed as on the acquisition date: (` in Crore) Particulars Amount Property, Plant and Equipment 11,689.69 Capital Work-in-Progress 218.78 Intangible Assets 2,715.88 Other Non-Current Assets 1,604.43 Inventories 246.88 Trade and Other Receivables 16.21 Other Financial Assets 0.86 Other Current Assets 30.49 Total Assets 16,523.22 (` in Crore) Particulars Amount Non-Current Borrowings 10,189.00 Current Borrowings 497.55 Provisions 28.67 Trade Payables 806.05 Other Financial Liabilities 33.19 Other Current Liabilities 303.97 Total Liabilities 11,858.43 Total Fair Value of the Net Assets 4,664.79 (d) Amount recognised directly in other equity (Capital Reserve) (` in Crore) Particulars Amount Fair Value of the Net Assets Acquired 4,664.79 Less: Fair Value of Consideration Transferred 4,625.00 Capital Reserve 39.79 (e) Acquisition Related Costs Acquisition related costs of ` 5.57 Crore (31st March 2017 ` 14.33 Crore) have been recognised under Miscellaneous Expenses, and Rates and Taxes in the Statement of Profit and Loss. The stamp duty paid/ payable on transfer of the assets ` 226.28 Crore has been charged to the Statement of Profit and Loss and has been shown as an exceptional item. (f) UTCL runs an integrated operation with material movement across geographies and a common sales organization responsible for existing business as well as acquired business. Therefore, separate sales information for the acquired business is not exactly available and accordingly disclosures for revenue and profit/loss of the acquired business since acquisition date have not been made. Further, it is impracticable to provide revenue and profit/loss of the combined entity for the current year as though the acquisition date had been 1st April 2017, since these amounts relating to the acquired business for the period prior to the acquisition date are not readily available with the Company. D) Acquisition of Binani Cement Limited: (Ind AS 103) (a) National Company Law AppellateTribunal (NCLAT) by its order dated November 14, 2018, approved the UTCL’s Resolution Plan (“RP”) for acquiring Binani Cement Limited (“BCL”) under the provisions of the Insolvency and Bankruptcy Code 2016, as amended (“Code”). With effect from November 20, 2018, being theTransfer Date, in terms of the Resolution Plan the existing issued, subscribed and paid


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