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Directors Report of TV18 Broadcast Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 10th Annual Report together with the Company's audited accounts for the financial year ended March 31, 2015.

ACQUISITION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST

Consequent to acquisition of control of the Company by Independent Media Trust (IMT), of which Reliance Industries Limited is the sole beneficiary, IMT had made open offer to the shareholders of the Company in terms of provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the same was completed during the year.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2015 is summarized below:

(Rs. in crores)

Particulars 2014-15 2013-14

Revenue from operations 605.6 516.1

Profit / (loss) before interest and 174.2 130.3 depreciation

Less: Interest 17.3 22.5

Depreciation 20.9 20.9

Profit / (loss) before tax 14.6 59.5

Less: Provision for taxes / de- - 0.3 ferried tax

Net Profit / (Loss) after tax 14.6 59.2

Earning per share (basic) (in Rs.) 0.09 0.35

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review, the Company recorded an operating turnover of Rs. 605.6 Crores (previous year Rs. 516.1 Crores). The consolidated revenue from operation of the Company was Rs. 2318.4 Crores as against Rs. 1968.1 Crores in previous year and Profit Before Tax (before exceptional and prior period items) on a consolidated basis was Rs. 216.0 Crores, in previous year Rs. 126.8 Crores.

DIVIDEND

In order to conserve the resources, the Board of Directors have not recommended any dividend for the year under review.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

DEPOSITS

The Company has discontinued accepting fresh fixed deposits or renewing any deposits w.e.f April 1, 2014. Further, the Company has repaid the entire fixed deposits during the year, maturing upto and after March 31, 2015. The Company has been regular in payment of interest and repayment of fixed deposits. As on March 31, 2015 deposits aggregating to Rs. 3.95 Crores remains unclaimed. The Company has sent fresh cheques to these deposit holders.

EMPLOYEES STOCK OPTION SCHEMES

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Schemes of the Company in accordance with the applicable Regulations prescribed by the Securities and Exchange Board of India (SEBI). The Company has implemented the Employees' Stock Option Schemes in accordance with the applicable SEBI Regulations and the resolutions passed by the Members of the Company. The Certificate(s) of the Statutory Auditors confirming the same shall be placed before the Annual General Meeting for inspection by the members. During the year, there is no change in the Employees' Stock Option Schemes of the Company.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made at the market price prevailing as on the date of the grant plus taxes as applicable.

Voting rights on the shares issued to employees under the Employees' Stock Option Schemes are either exercised by them directly or through their appointed proxy.

The applicable disclosures with regard to the Employees' Stock Option Schemes as stipulated under the Companies Act, 2013 as on March 31, 2015 are provided in Annexure I to this report and the disclosures under the Securities and Exchange Board of India ( Share based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company at www.network18online.com and also provided in the Notes forming part of the Financial Statements.

SHARE CAPITAL

The Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise. The Company has also not issued any shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

A detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Corporate Governance Report.

CREDIT RATING

ICRA Limited – the Credit Rating Agency, a subsidiary of Moody's has assigned following Credit Ratings to the credit facilities of the Company.

Particulars : Ratings

Fixed Deposit Programme : [ICRA] MA (Positive)

Long Term Facilities : [ICRA] A (Positive)

Short Term Facilities : [ICRA] A1

Commercial Paper Programme : [ICRA] A1

Commercial Paper Programme : [ICRA] A1 (SO) (Backed by BG/SBLC)

Directors

Mr. Rohit Bansal was appointed as an Additional Director w.e.f. January 14, 2015 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing the candidature of Mr. Rohit Bansal for appointment as a Non- executive Director, liable to retire by rotation.

Mr. Adil Zainulbhai was appointed as an Additional Director (Independent Director) w.e.f. May 15, 2015 and he shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing the candidature of Mr. Adil Zainulbhai for appointment as a Non-executive Independent Director, not liable to retire by rotation for a term upto 5 (five) consecutive years upto May 14, 2020.

The present term of Mr. Manoj Mohanka as an Independent Director of the Company will expire at the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing the candidature of Mr. Manoj Mohanka for the office of Independent Director of the Company, not liable to retire by rotation, for a term of 3 (three) consecutive years from the date of ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Raghav Bahl retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Your Board has recommended his re-appointment.

Mr. Hari S. Bhartia, Independent Director of the Company, resigned from the Directorship of the Company with effect from June 30, 2015. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as a Director of the Company.

The Company organizes various programs and presentations for the Board of Directors in order to familiarize them with their roles, rights, responsibilities in the Company, nature of the Industry in which it operates, Business model of the Company and related matters. Details of such program is available on the Company's website www.network18online.com and may be accessed at http:// www.network18online.com/reportstv18/Policies/Familiarisation- Programmes-for-Independent -Directors-TV18.pdf.

The following policies of the Company are annexed herewith as Annexure IIA and Annexure IIB:

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Company does not have any Managing Director or Whole- time Director.

The Company has formulated a policy on performance evaluation of the Independent Directors, Board and its Committees and other individual Directors which shall be based on inter alia criteria like attendance, effective participation, domain knowledge, access to management outside Board Meetings and compliance with the Code of Conduct, vision and strategy and benchmark to global peers.

On the basis of policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, a process of evaluation was carried out. The performance of the Board, individual directors and Board Committees were found to be satisfactory.

KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company has appointed Mr. Hariharan Mahadevan as the Chief Financial Officer of the Company with effect from November 27, 2014. Further, the Board of Directors of the Company appointed Ms. Kshipra Jatana as the Manager of the Company for a period of five years with effect from November 27, 2014.

During the year under review, Mr. Hitesh Kumar Jain, DGM – Corporate Affairs & Company Secretary of the Company ceased to be the Company Secretary of the Company and Mr. Sachin Gupta was appointed as the Company Secretary & Compliance Officer of the Company with effect from October 16, 2014.

Further, Mr. Deepak Gupta was appointed as Company Secretary and Compliance Officer of the Company, with effect from July 22, 2015, consequent to resignation of Mr. Sachin Gupta.

SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES

The development in business operations /performance of the major subsidiaries / joint ventures / associate companies, form part of the Management's Discussion and Analysis Report.

During the year under review, IBN Lokmat News Private Limited, Indiacast Media Distribution Private Limited, Indiacast UTV Media Distribution Private Limited, Indiacast UK Limited, Indiacast US Limited, Viacom18 Media Private Limited, Roptonal Limited, Viacom18 US Inc. and Viacom18 Media (UK) Limited have become subsidiaries of the Company. The performance and financial information of the subsidiary companies / joint ventures / associate companies is disclosed in the Consolidated Financial Statement.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013, Clause 32 of the Listing Agreement and Accounting Standard AS-21 on Consolidated Financial Statement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

The amount of fixed deposits and other amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company, within the stipulated time, to the Investors

Education and Protection Fund.

Further, the Company has uploaded the details of such unpaid and unclaimed amounts on it's website and also on the website of the Ministry of Corporate Affairs.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT

No significant and/or material orders were passed by any Regulators/Courts/Tribunals which impact the going concern status of the Company or its future operations.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended on March 31, 2015, 7 (seven) Board Meetings were held and the maximum time gap between any two Board meetings was less than 120 days. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company comprises of Mr. Manoj Mohanka, Chairman, Mr. Raghav Bahl and Mr. Adil Zainulbhai. Consequent upon resignation of Mr. Hari S. Bhartia from the directorship of the Company, Mr. Adil Zainulbhai was appointed as a member of the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2015 on a 'going concern' basis;

v) the Directors have laid down internal financial control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK ASSESSMENT/ MANAGEMENT

The Company has formulated and adopted a Risk Management Policy. The Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The policy is framed to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks, misstatements, frauds or violation of laws and regulations will be mitigated. The Company has constituted a Risk Management Committee. The Committee shall inter alia oversee, evaluate and implement the Risk Assessment Policy and Manual of the Company and suggest effective measures to counter or mitigate the risks.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with the provisions of the Companies Act, 2013. The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objective of 'Corporate Social Responsibility Policy'.

The CSR Policy of the Company is available on its website at www.network18online.com and may be accessed at http://www. network18online.com/reportstv18/Policies/Corporate_Social_ Responsibility Policy.pdf

In terms of CSR Policy, the focus areas of engagement are as under:

- Addressing identified needs of the unprivileged through improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well-being.

- Preserve, protect and promote art, culture and heritage.

- Environmental sustainability, ecological balance and protection of form and fauna.

- The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

The applicable disclosure as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure III to this Report.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The policy on vigil mechanism and whistle blower is available on Company's website at www.network18online. com and may be accessed at http://www.network18online.com/ reportstv18/Policies/Policy%20on%20Whistle%20Blower%20 %20-%20Vigil%20Mechanism.pdf

RELATED PARTY TRANSACTIONS

All the related party transactions were entered on arms' length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Companies Act, 2013 and the Listing Agreement. All Related Party Transactions are presented to the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis.

During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on dealing with Related Party Transaction and policy for determining Material Subsidiaries are posted on the Company's website at www.network18online.com and may be accessed at http://www.network18online.com/reportstv18/ Policies/Materiality_partytransactions_policy_TV18.pdf and http://www.network18online.com/reportstv18/Policies/Policy_ for_determining_Material_Subsidiaries.pdf

The details of the transactions with Related Parties are provided in Note No. 31 to the standalone financial statement.

INTERNAL FINANCIAL CONTROL

The Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company also checks and verifies the internal financial control and monitors them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year four complaints were received under the Policy. All the complaints were resolved and four employees who were found guilty were terminated from employment.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of Loans given, Investments made, Guarantees given and Securities provided are given in Note Nos. 11, 12 and 16 to the standalone financial statement.

AUDITOR & AUDITOR'S REPORT

Deloitte Haskins & Sells, LLP, Chartered Accountants, were appointed as Auditors of the Company for a period of three years at the 9th Annual General Meeting held on September 30, 2014 and the appointment was subject to ratification at each Annual General Meeting. The Company has received confirmation from them to the effect that their ratification of appointment is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for holding the office of the Auditors. Accordingly, the Board recommends ratification of their appointment as Statutory Auditors of the Company by the members.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR AND COST AUDIT REPORT

The Board had appointed Pramod Chauhan & Associates, Cost Accountants (Regd. No. 000436) as the Cost Auditors of the Company for the financial year 2014-15 for conducting the audit of the Cost Records of the Company. Further, the Cost Auditor of the Company is required to forward the Cost Audit Report to the Company by September 27, 2015. The Company is required to submit the same with Central Government within 30 days of receipt of Cost Audit Report from the Cost Auditor.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015, in the prescribed format is attached herewith as Annexure IV to this report. The Secretarial Auditors in their report had commented that as required under second proviso to Section 149(1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company had not appointed woman director.

In this regard it may be noted that the Company has identified a candidate for being appointed as a woman director on its Board and has made an application to Ministry of Information and Broadcasting which is pending for approval.

PARTICULARS OF EMPLOYEE AND MANAGERIAL REMUNERATION

The information required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed with this report and marked as Annexure VA and Annexure VB.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in the prescribed format is annexed with this report and marked as Annexure VI.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the following information is provided:

a) Conservation of energy

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company conducted an energy audit and suggested means to reduce energy consumption. Further, use of low energy consuming LED lightings are being encouraged.

b) Technology absorption

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency.

Your Company is not engaged in manufacturing activities, therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

There is no expenditure on Research and Development.

c) Foreign exchange earnings and outgo

The foreign exchange earnings and outgo are given below:

Particulars Amount (Rs. in crores)

Total Foreign Exchange Earned 12.0

Total Foreign Exchange used 57.8

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continuous support extended by all the employees, shareholders, customers, Joint venture partners, investors, government authorities and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of directors

Adil Zainulbhai Rohit Bansal

Chairman of the Board Director

Place: Mumbai

Date: July 22, 2015


Mar 31, 2014

Dear Members,

TV18 Broadcast Limited

The Directors are pleased to present the 9th Annual Report together with the Company''s Audited Accounts for the financial year ended March 31, 2014.

ACQUISTION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST AND CHANGE IN PROMOTERS

Independent Media Trust (IMT), of which Reliance Industries Limited is the sole benefciary, has acquired a controlling stake of the promoter group entities namely RB Mediasoft Private Limited, RRB Mediasoft Private Limited, Adventure Marketing Private Limited, Watermark Infratech Private Limited, Colorful Media Private Limited, RB Media Holdings Private Limited and RB Holdings Private Limited (Holding Companies) from Mr. Raghav Bahl and Ms. Ritu Kapur on July 7, 2014. Pursuant to such acquisition, IMT has acquired control over Network18 Media & Investments Limited ("NW18"), the holding company.

Consequently, Mr. Raghav Bahl, Ms. Ritu Kapur and the other existing promoters / promoter group of the Company (other than NW18 and Holding Companies) have ceased to be promoters / promoter group of the Company from July 7, 2014. Further, IMT, Reliance Industries Limited, the Holding Companies and NW18 are the promoters of the Company from July 7, 2014.

In terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, IMT has made an open offer to acquire up to 44,65,10,110 Equity Shares of face value of Rs. 2/- each of the Company at an offer price of Rs. 30.18 per Offer Share aggregating Rs. 1,347.57 crore payable in cash.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014, is summarized below:

(Rs. in crore)

Particulars Standalone 2013-14 2012-13

Total Revenues 531.45 570.47

Profit / (loss) before interest and 130.34 135.39 depreciation

Less: Interest 22.47 101.02

Depreciation 20.91 22.91

Profit / (loss) before tax 59.54 11.46

Less: Provision for taxes / 0.33 1.23 deferred tax

Net Profit / (Loss) after tax 59.21 10.22

Earning Per Share (Basic) 0.35 0.11 (In Rs.)

Your Company reported a net profit of Rs. 59.21 crore on total revenue of Rs. 531.45 crore in the financial year ended March 31, 2014 as against Rs. 10.22 crore on total revenue of Rs. 570.47 crore during the previous year.

Subsequent to the date of Balance Sheet, during the quarter ended June 30, 2014, based on a review of the current and non- current assets, the Company has accounted for (a) provision for obsolescence/impairment in the value of certain tangible and intangible assets to the extent of Rs. 52.00 crore and (b) write-off and provisions of non-recoverable and doubtful loans/advances/receivables to the extent of Rs. 62.17 crore. Similar adjustments have been made in the quarterly financial statements of the subsidiaries and joint ventures whereby the Company, in the consolidated financial statements, has accounted for (a) provision for obsolescence/impairment in the value of certain tangible and intangible assets to the extent of Rs. 123.42 crore and (b) write-off and provisions of non-recoverable and doubtful loans/advances/receivables to the extent of Rs.86.55 crore. These adjustments have been made in the financial results for the quarter ended June 30, 2014 and have been disclosed as ''Exceptional Items'' and have no impact on the future operating profit and cash flows of the business of the Company.

DIVIDEND

In order to conserve the resources, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2014.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. Details of major subsidiaries of the Company and their business operations during the year under review are also covered in the Management''s Discussion and Analysis Report.

DEPOSITS

During the financial year 2013-14, your Company has not invited any fresh deposits.

Your Company has been regular in payment of interest and repayment of the Fixed Deposits. As at March 31, 2014, the total amount of deposits outstanding was Rs. 48.33 crore Further, 366 deposits amounting to Rs. 2.54 crore had matured for payment as on March 31, 2014 but remained unclaimed. Your Company has sent reminders to these deposit holders.

CREDIT RATING

ICRA Limited, the Credit Rating Agency, a subsidiary of Moody''s, has assigned following credit ratings to the credit facilities of your Company:

Fixed Deposit Programme : [ICRA] MA (Positive)

Long Term Facilities : [ICRA] A (Positive)

Short Term Facilities : [ICRA] A1

Commercial Paper Programme : [ICRA] A1

Commercial Paper Programme : [ICRA] A1 (SO) (Backed by BG/SBLC)

ACQUISITION OF ETV CHANNELS

During the year, subsequent to receipt of all regulatory approvals, your Company has successfully completed the acquisition of -

(i) 100% interest in regional news channels in Hindi namely ETV Uttar Pradesh, ETV Madhya Pradesh, ETV Rajasthan, ETV Bihar and ETV Urdu (ETV News Channels);

(ii) 50% interest in ETV Marathi, ETV Kannada, ETV Bangla, ETV Gujarati and ETV Oriya (ETV non Telugu GEC Channels); and

(iii) 24.50% interest in ETV Telugu and ETV Telugu news (ETV Telugu Channels).

Your Company will have Board and Management Control of ETV News Channels and ETV non Telugu GEC Channels.

The aforesaid interest has been transferred to the Company with effect from January 22, 2014. Post acquisition, 3 (three) more channels in regional news segment, ETV Bangla, ETV Kannada and ETV Haryana, were successfully launched.

NEWS18 INDIA

During the year, your Company enhanced its product portfolios in international markets with the launch of ''News18 India'', a 24-hr television news channel designed to give global audiences a window into the world''s largest democracy. News18 India is being distributed in the UK and other international market by IndiaCast.

EMPLOYEES'' STOCK OPTION SCHEME

During the year, in view of the adverse market scenario, the Remuneration / Compensation Committee has extended the exercise period and revised the exercise price of certain options, details of which are given in Annexure – I to this Report.

The applicable disclosures stipulated under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''SEBI Guidelines'') are given in Annexure – I to this Report.

The Company has implemented the Employees'' Stock Option Scheme in accordance with the SEBI Guidelines and the resolutions passed by the shareholders. The Certifcate(s) of the Statutory Auditors confirming the same shall be placed before the Annual General Meeting for inspection by the members.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certifcate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is also attached to this Report.

DIRECTORS AND MANAGEMENT

Mr. Raghav Bahl, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board has recommended his re-appointment.

Mr. Manoj Mohanka and Mr. Hari S. Bhartia, Independent Directors of the Company, liable to retire by rotation, are holding the positions as such for more than 5 (five) years. As per Section 149 of the Companies Act 2013 ("Act") independent director is not liable to retire by rotation. Further Clause 49 of the Listing Agreement, inter alia, prescribes the conditions for the appointment of independent directors by a listed company. Accordingly Mr. Manoj Mohanka and Mr. Hari S. Bhartia are proposed to be re-appointed as Independent Directors not liable to retire by rotation to hold office as such for 1 (one) year upto the conclusion of 10th Annual General Meeting of the Company in calendar year 2015.

Mr. Manoj Mohanka and Mr. Hari S. Bhartia have confirmed to the Company that they meet the criteria of independence as specified under Section 149(6) of Act and they are not disqualified from being appointed as Directors in terms of Section 164 of the Act. The Company has received notices in writing from member of the Company proposing the re- appointment of Mr. Manoj Mohanka and Mr. Hari S. Bhartia as Independent Directors.

Mr. Sanjay Ray Chaudhuri resigned from the Board of Directors of the Company w.e.f. July 7, 2014. The Directors of the Company place on record their appreciation for the valuable contribution made by Mr. Sanjay Ray Chaudhuri during his tenure as Director of the Company.

Mr. Saikumar Ganapathy Balasubramanian resigned from the office of Manager of the Company w.e.f. May 28, 2014 and Mr. RDS Bawa resigned from the office of CFO of the Company w.e.f. May 29, 2014.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statement for the year ended March 31, 2014 is provided in the Annual Report.

SUBSIDIARY COMPANIES

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies.

TRANSFER OF AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205C of the Companies Act, 1956, the application money received for the allotment of shares of the Company in its IPO which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company on due date to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 29, 2013 (date of last Annual General Meeting) on the Company''s website, as also on the Ministry of Corporate Affairs'' website.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable Accounting Standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Deloitte Haskins & Sells, Chartered Accountants, existing auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting (AGM). However, M/s. Deloitte Haskins & Sells, have expressed their unwillingness to be re-appointed at the ensuing AGM. M/s. Deloitte Haskins & Sells, LLP (DHS LLP) (Registration No. 117366W/W- 100018), an audit firm within the same network of the existing auditors of the Company, has conveyed their willingness to be appointed as Auditors of the Company.

M/s. Deloitte Haskins & Sells were appointed as the frst auditors of the Company in the financial year 2005-06 and would complete nine years at the ensuing AGM. Accordingly, in terms of the provisions of Section 139(2) of the Companies Act, 2013 read with Rule 6 of the Companies (Audit & Auditors) Rules, 2014, the Board of Directors recommend the appointment of DHS LLP as auditors of the Company to hold office for a term of 3 years from the conclusion of the ensuing AGM till the conclusion of the 12th AGM.

The Company has received letter from DHS LLP to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

Your Company had appointed M/s. Pramod Chauhan & Associates, as the Cost Auditor of the Company for the financial year 2013-14 for conducting the audit of the Cost Records of the Company.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled to receive the annual report of the Company. Any member interested in obtaining such particulars may write to the Company at its Registered office.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production and editing facilities, studios, workstations of the Company.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational effciency.

Acknowledgment

Your Directors wish to place on record their appreciation for the continuous support extended by all the employees, shareholders, customers, Joint venture partners, investors, government authorities and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Manoj Mohanka Raghav Bahl Director Director

Place: Mumbai Date : August 12, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 8th Annual Report and audited accounts of M/s TV18 Broadcast Limited (herein after referred as the ''Company'' or ''TV18'') for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The key financial figures on standalone performance of your Company for the financial year ended March 31, 2013 are summerised as under:

(Rs. in Lakhs)

Particulars Financial Financial Year ended Year ended March 31, March 31, 2013 2012

Total Revenues 57,047 68,735

Profit /(loss) before 13,539 12,197 interest and depreciation

Interest 10,102 8,540

Depreciation 2,291 2,446

Profit /(loss) before tax 1,146 1,211

Provision for taxes / 123 287 deferred tax

Net Profit /(Loss) after tax 1,023 924

BUSINESS OPERATIONS

During the year under review your Company reported a strong operating performance despite a slow in advertising environment. The revenue of your Company during the current year was Rs. 57,047 lakhs as against Rs. 68,735 lakhs in the previous year. During Financial Year 2012-13 the Company started reporting distribution revenues on a net basis (subscription revenue - carriage costs) which resulted in lower reported operating revenue and lower reported expenses leaving profit the same. Business News Operations showed a strong performance and reported an operating profit of Rs. 10,080 lakhs in Financial Year 2012- 13 as compared to Rs. 5,470 lakhs during the previous year. Similarly, General News Operations broke into positive territory and reported an operating profit of Rs. 320 lakhs in Financial Year 2012-13 against a loss of Rs. 430 lakhs during the previous year. The Company has earned a net profit of Rs. 1,023 lakhs during the current year as against a profit of Rs. 924 lakhs during the previous year.

Audited Consolidated Financial Statements for the year ended March 31, 2013 also forms part of the Annual Report of the Company.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2012-13.

DIVIDEND

In order to conserve the resources, your Directors do not recommend any Dividend for the financial year ended March 31, 2013.

DEPOSITS

During the year under review your Company did not invited fresh deposits but the Company has accepted deposits in the past and as on March 31, 2013, the Company had an aggregate sum of Rs. 147.93 crores under its Fixed Deposit scheme. There was no failure in repayment of interest due on Fixed Deposits by the Company. Reminders were sent to 532 Deposit holders who have not claimed repayment of their matured fixed deposits which became due till March 31, 2013 amounting to Rs. 9.86 crores.

The Credit Rating Agency, ICRA has affirmed the credit rating for the Fixed Deposit Scheme of your Company as "MA-" (Pronounced as MA Minus). The above rating which was earlier placed under "Rating Watch with Developing Implications" has now been taken off and "Stable" outlook has been assigned to the rating.

Your Company conveys it''s thanks to the deposit holders for the great confidence shown in the Company.

RIGHTS ISSUE

During the year under review your Company raised Rs. 2699.16 Crores by successfully completing the Rights Issue of its 134,95,77,882 equity shares issued at Rs. 20/- per share to its existing equity shareholders offered in the ratio of 41 equity shares for every 11 equity shares held on Record Date i.e. September 17, 2012.

The Rights Issue was opened on September 25, 2012 and closed on October 15, 2012. Shares were allotted on October 23, 2012.

ACQUISITION OF ETV CHANNELS

During the last fiscal the Board of Directors of your Company had announced the plan of the Company to enter into the fast growing space of regional television through the acquisition of ETV Channels. During the year under review, your Company had remitted Rs. 1950 Crores to Arimas Trading Private Limited for the purpose of acquisition of equity securities of Equator Trading Private Limited. Equity securities are yet to be transferred in the name of the Company due to pending completion of legal formalities which are under process.

CHANGES IN CAPITAL STRUCTURE

During the year under review following changes were effected in the Share Capital of your Company.

- INCREASE IN THE AUTHORISED SHARE CAPITAL

Authorised Capital of your Company increased from Rs. 292,00,00,000 (Rupees Two Hundred and Ninety Two crores only) comprising of 146,00,00,000 equity shares of face value of Rs. 2/- each to Rs. 1000,00,00,000 (Rupees One Thousand crores Only) comprising of 500,00,00,000 equity shares of Rs. 2/- each.

- INCREASE IN THE PAID-UP SHARE CAPITAL

During the year ended March 31, 2013, the paid-up equity share capital of your Company increased from Rs. 72,41,63,742 comprising of 36,20,81,871 fully paid up equity shares of Rs. 2/- each to Rs. 342,33,19,506 comprising of 171,16,59,753 fully paid up equity shares of Rs. 2/- each. The increase in the paid up share capital of the Company was consequent to Rights Issue of 134,95,77,882 equity shares.

EMPLOYEES STOCK OPTION SCHEME

''The GBN Employee Stock Option Plan 2007'' ("ESOP 2007"), implemented in accordance with the provisions of Companies Act, 1956 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time, is one of the Company''s instrument to reward employees of the Company / Holding / Subsidiary companies for their dedication, support and hard work.

Remuneration/Compensation Committee ("the Committee") of the Board of Directors of the Company manages the ESOP 2007. During the financial year ended on March 31, 2013 the Committee granted 75,00,000 options under ESOP 2007 to the employees of the Company/ Holding company. Further due to global turmoil and downfall in Indian Stock Market, the price of the share(s) of the Company has rendered the options, which have been granted and vested, unattractive and unviable to exercise. The exercise period for 6,51,733 options was expiring during the year. Therefore in order to uphold the basic objective of ESOP Scheme i.e. rewarding the deserving employees and in their beneficial interest, the exercise period for these options was extended for a further period of one year from the expiry of their respective current exercise period.

Pursuant to sub-clause (f) of Clause 5.3 of SEBI Guidelines and in accordance with clause 5 read with clause 19 of ESOP 2007, the Committee has adjusted, in proportion to the Rights Issue ratio (i.e. 41:11), the number of ungranted options and options that have been granted but not yet exercised and thereby increased 3,89,84,727 new options to the total pool of the options under ESOP 2007. After such increase the total number of options under ESOP 2007 has increased from existing 1,25,00,000 options to 5,14,84,727 options.

The details, as required to be disclosed under Clause 12 & 19 of SEBI Guidelines, are provided in Annexure - A to this Report.

A Certificate from the Statutory Auditor of the Company confirming the implementation of the ''ESOP 2007'' in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT

As per clause 5A of the Listing Agreement, status of outstanding shares (pertains to IPO of the Company, which could not be credited into the allottees demat accounts due to incorrect particulars of demat account holders) lying in the ''TV18 Broadcast Limited - Unclaimed Securities Suspense Account" ("Unclaimed Suspense account") as on March 31, 2013, is as under:

Particulars Number of Number of shareholders Equity shares

Aggregate number of 2 250 shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year i.e. April 1, 2012.

Number of shareholders - - who approached to the Company / RTA for transfer of shares from Unclaimed Suspense Account during the year ended March 31, 2013.

Number of shareholders - - to whom shares were transferred from Unclaimed Suspense Account during the year ended March 31,2013.

Aggregate Number of 2 250 shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year i.e. as on March 31, 2013.

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s), Management''s Discussion and Analysis Report, disclosing the operations of the Company in detail, is provided separately as a part of Director''s Report.

DIRECTORS

Mr. Raghav Bahl and Mr. Sanjay Ray Chaudhuri, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for their re-appointment. Brief profiles of directors being re-appointed, nature of their expertise in specific functional areas and relevant details of their directorships in other public companies and Board committee positions are provided in the Corporate Governance Report of the Company forming a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

SUBSIDIARY COMPANIES

During the year under review TV18 has acquired 2,28,000 equity shares of face value of Rs. 10/- each of IndiaCast Media Distribution Private Limited and consequently IndiaCast Media Distribution Private Limited has become a Wholly Owned Subsidiary of the Company.

As at March 31, 2013 we have 7 subsidiaries (including step down subsidiaries), namely: ibn18 (Mauritius) Limited, RVT Media Private Limited, AeTn18 Media Private Limited, IndiaCast Media Distribution Private Limited, IC Media Distribution Services Private Limited, IndiaCast UK Limited and IndiaCast US Limited.

In terms of provisions of Section 212 of the Companies Act, 1956 a statement of your Company''s interest in its subsidiary companies as on March 31, 2013 is attached as Annexure - B

Pursuant to Section 212 of the Companies Act, 1956, your Company is required to attach the Balance Sheet, Statement of Profit & Loss and the Reports of the Directors'' and Auditors'' of its subsidiaries alongwith its Balance Sheet. However in terms of general exemption provided by Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 vide its circular no. 51/12/2007-CL-III dated February 8, 2011 the Company is not attaching the aforesaid documents of its subsidiaries. The annual accounts of the subsidiary companies will be made available to the shareholders of the Company and to the shareholders of the subsidiary companies seeking such information at any point of time and they shall also be kept for inspection by any shareholders at the registered office of the Company.

JOINT VENTURES

- Viacom18 Media Private Limited - (Through 50:50 JV of the Company with Viacom Inc.) Owns and operates ''Colors'', leading Hindi General Entertainment Channel (GEC), ''MTV'', the leading Youth Entertainment destination, ''Nick & Nick Jr.'', leading Kids channels, ''VhT, leading Premier English channel, ''Sonic'', multi- platform for animation & live action shows, ''Comedy Central, English comedy channel and ''Viacom18 Motion Pictures'', a film division which focuses on film production, marketing and distribution.

- IBN Lokmat News Private Limited - (Through 50:50 JV of the Company with Lokmat group) Operates ''IBN Lokmat'', the Marathi language news channel.

- IndiaCast Media Distribution Private Limited - TV18 and Viacom18 has announced a Strategic Joint Venture called "IndiaCast" for the purpose of Domestic and International Channel distribution, Placement Services and Content Syndication for TV18, Viacom18, A E Networks I TV18 and Eenadu Group across all platforms including Cable, DTH, IPTV, HITS, and MMDS. In addition to 26 channels of above mentioned group, IndiaCast will also distribute Sun Network Channels & Disney Channels in Hindi Speaking Markets (HSMs).

As at March 31, 2013 TV18 is holding 100% shares of IndiaCast and Viacom 18 is in the process of acquiring 50% stake in IndiaCast to make it a 50:50 JV with the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard (AS)-21 on Consolidated Financial Statements read with Accounting Standard (AS) - 27 on accounting on Joint Ventures, prescribed by the Companies (Accounting Standards) Rules 2006, the Audited Consolidated Financial Statements are provided in this Annual Report.

STATUTORY AUDITORS

The term of the Statutory Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, expires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of such Act.

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the financial year ended March 31, 2013. The Notes forming part of Annual Audited Accounts for the financial year ended March 31, 2013 are self explanatory and hence do not call for any further clarifications.

COST AUDITORS

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs (MCA) vide GSR 869(E) dated December 7, 2011, the Company has appointed, M/s Pramod Chauhan & Associates, as the Cost Auditor of the Company for the financial year 2013-14 for conducting the audit of the Cost Records of the Company. The Cost Audit Report would be submitted to the Central Government within the time as prescribed in the relevant statute / MCA circular.

The Company was required to submit the Compliance Report pertaining to cost records for the Financial Year 2011-12 by February 28, 2013 with the Central Government which the Company has submitted on January 11, 2013. Further for financial year 2012-13, the Company has to submit the Cost Audit Report by September 30, 2013, which shall be submitted in due course.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good Corporate Governance over the years. The endeavor of the Company is not only to comply with the regulatory requirements but also practice good Corporate Governance that lays strong emphasis on integrity, transparency and overall accountability. A separate section on Corporate Governance along with a certificate from the Practicing Company Secretary confirming the compliance as stipulated in Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees are required to be set out as an annexure to the Directors Report as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011. In terms of the provisions of section 219(1) (b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent out to the members and others entitled to receive the Annual report of the Company. However any member who is interested in obtaining such information may send a written request for the same to the Company Secretary of the Company at the Corporate Office address of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios and workstations of the Company.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Note no. 31 of "Notes forming part of the financial statements" forming part of the Audited Annual Accounts of the Company for the financial year 2012-13.

The total foreign exchange earning was of Rs. 1,325.92 lakhs in the financial year 2012-13 as against Rs. 1,088.86 lakhs during the previous financial year. The total foreign exchange expenditure during the year under review was Rs. 4,924.52 lakhs as against Rs. 3,943.74 lakhs during the previous financial year ended March 31, 2012.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the contribution made by employees at all levels for achieving the outstanding performance and goals of the Company. Your Directors also convey their appreciation to Joint Venture partners, media agencies, viewers, business associates, bankers for their faith and confidence reposed in the Company and also would like to appreciate various regulatory and Government authorities for their assistance and co-operation and look forward to their continued support in future.

For and on behalf of the Board of Directors

Place : Noida Manoj Mohanka

Date: 13 May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 7th Annual Report together with the audited accounts of M/s TV18 Broadcast Limited (herein after referred as the 'Company' or 'TV18') for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

The key financial figures on standalone basis of your Company for the year ended March 31, 2012 are as follows:

(Rs. in lakhs)

Particulars Financial Financial Year ended Year ended March 31, March 31, 2012 2011

Total Revenues 68,735 26,216

Profit / (loss) before interest and depreciation 12,197 251

Interest 8,540 4,008

Depreciation 2,446 1,169

Profit / (loss) before tax 1,211 (4,926)

Provision for taxes / deferred tax 287 -

Net Profit / (Loss) after tax 924 (4,926)

OPERATIONS

General news operations of your Company performed particularly well in a highly competitive market and revenue grew by ~20%. Business news operations, which demerged to your Company during the year pursuant to the Scheme of Arrangement, continue to perform well. During the financial year 2011-12 the revenues of your Company was Rs. 68,735 lakhs as against Rs. 26,216 lakhs in the previous year. Your Company has earned profit of Rs. 924 lakhs during the period under review as against loss of Rs 4,926 lakhs during the previous year ended March 31, 2011. However, previous year figures are not strictly comparable with the current year figures, as current year figures also includes income from operations of news business undertaking of erstwhile Television Eighteen India Limited comprising of channels, 'CNBC TV18' and 'CNBC Awaaz' which got merged into the Company, pursuant to Scheme of Arrangement w.e.f. June 10, 2011.

Audited Consolidated Financial Statements for the year ended March 31, 2012 also forms part of this Annual Report.

NEW LAUNCHES

Financial Year 2011-12 has been another year full of actions and events for your Company. Five channels were successfully launched during the year -

- premier business news channel 'CNBC TV18 Prime HD';

- 'HISTORY TV18' (through 51 - 49 JV - AETN18 Media Private Limited), an Infotainment channel, launched in October 2011, in 6 languages was well taken by the viewers. Currently it is available in 8 languages.

Following channels were launched from the stable of Viacom18 Media Pvt. Ltd.:

- 'COMEDY CENTRAL' - a comedy channel;

- 'SONIC' - a channel for action loving generations; both the above channels were launched in December 2011.

- Further popular general entertainment channel 'COLORS' was launched in HD format.

DIVIDEND

In order to conserve the resources, your Directors do not recommend any Dividend for the financial year ended March 31, 2012.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2011-12.

DEPOSITS

Your Company continues to enjoy the confidence reposed by its investors for its Fixed deposit Scheme and has accepted deposits from the public and the shareholders of the Company under Section 58A of the Companies Act, 1956 within the limits as prescribed under Companies (Acceptance of Deposits) Rules, 1975.

As at March 31, 2012, your Company has received an aggregate sum of Rs. 274.06 crores under its fixed deposits scheme. There was no failure in repayment of interest due on Fixed Deposits by the Company. Your Company has sent reminders to 322 Deposit holders, who have not claimed repayment of their matured fixed deposits, which became due till March 31, 2012 amounting to Rs. 2.02 crores.

The Credit rating Agency, ICRA has affirmed the credit rating for the Fixed Deposit Scheme of your Company as "MA-" (pronounced as MA minus) watch with developing implications.

Your Company conveys its thanks to the deposit holders for the great response shown by them for the Fixed Deposit Scheme of the Company.

SCHEME OF ARRANGEMENT

The Hon'ble High Court of Delhi vide its order dated April 26, 2011 had approved the Scheme of Arrangement (the "Scheme") between M/s Television Eighteen India Limited (Television Eighteen), TV18 Broadcast Limited (formerly ibn 18 Broadcast Limited), Network18 Media & Investments Limited and other Network18 Group Companies. A copy of the Court order was filed with the Office of Registrar of Companies, NCT of Delhi & Haryana on June 10, 2011 and accordingly the Scheme has come into effect from June 10, 2011 (the "Effective Date") with the appointed date being April 1, 2010.

Pursuant to the Scheme, the business news undertaking comprising of English business news channel 'CNBC TV18' and Hindi business news channel 'CNBC -Awaaz' including teleports were demerged from erstwhile Television Eighteen and merged with your Company. Further IBN18 Media & Software Limited, a 100 % WOS of your Company and iNews.com Limited, a 100% WOS of Television Eighteen were merged with your Company.

Consequent to the Scheme, the Company had allotted 12,39,43,303 fully paid up equity shares of face value of Rs. 2/- each on June 23, 2011 to the shareholders of Television Eighteen in the ratio of 17:25 i.e. 17 fully paid- up equity shares of face value of Rs. 2/- each of the Company for every 25 fully paid-up equity shares of face value of Rs. 5/- each held in Television Eighteen as on the record date i.e. June 22, 2011.

CHANGE OF NAME OF THE COMPANY PURSUANT TO SCHEME OF ARRANGEMENT

As an integral part of the Scheme the name of the Company was changed from 'ibn18 Broadcast Limited' to 'TV18 Broadcast Limited' w.e.f. June 17, 2011. A fresh Certificate of Incorporation confirming the change of name of the Company was issued by the Registrar of Companies, NCT of Delhi & Haryana on June 17, 2011. ACQUISITION OF ETV CHANNELS The Board of Directors of your Company at its meeting held on January 3, 2012 approved the entry of the Company into the fast growing space of regional television, through acquisition of 100 % of the securities of Equator Trading Private Limited which holds 99.96 % equity interest in Panorama News Private Limited (which runs four regional Hindi news channel and one Urdu channel), 49.98% equity interest in Prism TV Private Limited (which owns five general entertainment channels in Kannada, Bangla, Marathi, Gujarati and Oriya ) and 24.5% equity interest in Eenadu Television Pvt. Ltd. (which owns one entertainment channel in Telugu and one news channel in Telugu) (all aforesaid collectively referred to as "ETV Channels"). Your Company will have Board and Management control of ETV News and non- Telugu general entertainment channels. TV18 has an option to acquire, either by itself or through any of its affiliates, the balance 50.02 % interest in ETV non -Telugu GEC channels and additional 24.5 % interest in ETV Telugu channels. After the acquisition of ETV channels, your Company would be able to offer a unique mix of national and regional channels, catering to diverse genres like Hindi and regional entertainment, general as well as business news in English, Hindi and regional languages; music, kids, devotional and infotainment channels.

RIGHTS ISSUE(S)

* Rights Issue (2012)

During the period under review the Board of Directors of the Company at its meeting held on January 3, 2012 approved the issue of equity shares on Rights Basis upto Rs. 2,700 crores and has filed the Draft Letter of Offer dated March 1, 2012 with the Securities and Exchange Board of India and approval is awaited. Proceeds of this Rights Issue will be utilized for (i) acquisition of ETV channels; (ii) repayment of existing debts; and (iii) general corporate purposes.

* Rights Issue (2010)

During the financial year 2010-11, the Company had issued equity shares on rights basis to generate funds amounting to Rs. 50953.23 lacs. However on account of forfeiture of 49,036 partly paid up equity shares on January 19, 2012 for non payment of full and final call money, the Company had actually received Rs. 509,22.59 lacs. After the aforesaid forfeiture, no amount was pending as calls in arrears as on March 31, 2012.

CHANGES IN CAPITAL STRUCTURE

* INCREASE IN THE AUTHORISED SHARE CAPITAL

Pursuant to the Scheme of Arrangement between M/s Television Eighteen India Limited, TV18 Broadcast Limited (formerly IBN18 Broadcast Limited), Network18 Media & Investments Limited and other Network18 Group Companies, the authorised share capitals of iNews.com Limited & IBN18 Media & Software Limited got merged into the Company and consequently the Authorised Share Capital of the Company increased from Rs. 55,00,00,000/- (Rupees Fifty Five crores only) to Rs. 76,00,00,000/- (Rupees Seventy Six crores Only) w.e.f June 10, 2011, the 'Effective Date'. During the period under review the consent of the shareholders of the Company was sought to increase the Authorized Share Capital from Rs. 76,00,00,000/- (Rupees Seventy Six crores only) to Rs. 292,00,00,000/- (Rupees Two Hundred Ninety Two crores only) vide Postal Ballot Notice dated January 16, 2012 and later on further to increase the same to Rs. 10,00,00,00,000/- (Rupees One Thousand crores Only) vide postal ballot notice dated May 24, 2012. The shareholders of the Company had approved the aforesaid increases in the Authorised Share Capital of the Company with requisite majority.

* INCREASE IN THE PAID-UP SHARE CAPITAL

During the year ended March 31, 2012, the paid-up equity share capital of your Company increased from Rs. 47,56,29,097.50 comprising of 23,77,96,965 fully paid up equity shares of Rs. 2/- each and 70,335 partly paid-up equity shares (Rs. 0.50 paid up per share) to Rs. 72,41,63,742/- comprising of 36,20,81,871 fully paid up equity shares of Rs. 2/- each. The increase in the paid up share capital of the Company was consequent to conversion of 21,299 partly paid- up shares into fully paid-up, allotment of 3,20,304 equity shares under EsOP Scheme and 12,39,43,303 equity shares pursuant to Scheme of Arrangement. Further 49,036 partly paid-up equity shares (Rs. 0.50 paid up per share) were forfeited for non-payment of full and final call money and therefore the paid- up equity share capital of the Company has been reduced from Rs. 72,41,88,260/- to Rs. 72,41,63,742/-.

The Company has received the listing and trading approval for the aforesaid equity shares from BSE Limited and National Stock Exchange of India Limited.

EMPLOYEES STOCK OPTION SCHEME

'The GBN Employee Stock Option Plan 2007' ("ESOP 2007") implemented in accordance with the provisions of Companies Act, 1956 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time, is one of the Company's instrument to reward employees of the Company / Holding Company / Subsidiary Companies for their dedication, support and hard work.

Remuneration / Compensation Committee ("the Committee") of the Board of Directors of the Company grants the options to the eligible employees of the Company and its holding and subsidiary companies. During the financial year ended on March 31, 2012 the Committee granted 22,11,207 options under ESOP 2007 to the employees of erstwhile Television Eighteen, who became employees of the Company pursuant to the Scheme of Arrangement.

Consequent to the exercise of options granted to eligible employees of the Company 3,20,304 fully paid-up equity shares were allotted during the financial year 2011-12. The details as required to be disclosed under Clause 12 & 19 of SEBI Guidelines are detailed in the Annexure - A to this Report.

During the year ended March 31, 2012, the Company, in interest of its employees, has revised the exercise price of the options from Rs. 55/- per option to Rs. 27.70 per option as the prevailing market price of the underlying shares have rendered the options unattractive and the entire object of rewarding the deserving employees was defeated.

A Certificate from the Statutory Auditor of the Company for implementation of the 'ESOP 2007' in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT

In year 2007, your Company made Initial Public Offering (the Issue) of its equity shares in demat mode and had credited the demat accounts of allottees with respective shares allotted under the Issue. However demat credit of 250 equity shares of Rs. 2 each (50 equity shares of Rs. 10 each), for two allottees could not happen till date, due to incorrect particulars of accountholders. The Company through its Registrar and Share Transfer Agent, M/s Link

Intime India Private Limited, had sent several reminders to these allottes and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to 'TV18 Broadcast Limited - Unclaimed Securities Suspense Account'. As required under clause 5A of the Listing Agreement, following is the status of outstanding shares lying in the aforesaid account as on March 31, 2012:

Particulars Number of Number of share- Equity holders shares

Aggregate number of shareholders and the outstandingshares lying in the Unclaimed Suspense Account at the beginning of the year

i.e. 1st April, 2011 / transferred to Account during the year ended 31st March, 2012 2 250

Number of shareholders who approached to the Company/ RTA for transfer of shares from Unclaimed Suspense Account during the year ended 31st March, 2012 - -

Number of shareholders to whom shares were transferred from Unclaimed Suspense Account during the year ended 31st March, 2012. - -

Aggregate Number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year i.e. as on 31st March, 2012. 2 250

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management's Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately as a part of Director's Report.

DIRECTORS

Mr. Manoj Mohanka and Mr. Shahzaad Siraj Dalal, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting. Mr. Manoj Mohanka, being eligible, has offered himself for the re-appointment. The relevant details of his directorships are provided in the Corporate Governance Report of the Company forming a part of this Annual Report. However Mr. Shahzaad Siraj Dalal, due to his busy schedule and other commitments, has expressed his unwillingness to be re-appointed at the ensuing Annual General Meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

SUBSIDIARY COMPANIES

During the Financial Year 2011-12, your Company through its WOS RVT Media Private Limited, joined hand with A&E Network LLC (A&E) whereby A&E acquired 49% stake in AETN18 Media Private Limited (AETN18). However since your company effectively holds 51% stake in it, AETN18 is being consolidated as a subsidiary. Further ibn 18 (Mauritius) Limited and RVT Media Private Limited continues to be subsidiaries of your Company.

A statement of your Company's interest in its subsidiary companies as on March 31, 2012 is attached as Annexure

- B in terms of provisions of Section 212 of the Companies Act, 1956.

The Ministry of Corporate Affairs vide its circular no. 51/ 12/2007-CL-III dated February 8, 2011 has granted a general exemption under section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit & loss account, Reports of Directors and Auditors of subsidiary companies with the Balance Sheet of the Holding Company, subject to fulfillment of certain conditions. Consequently the Board of Directors in their meeting held on August 4, 2012 had resolved to avail the aforesaid exemption and the balance sheet, statement of profit & loss, Reports of Directors and Auditors of RVT Media Private Limited, ibn 18 (Mauritius) Limited and AETN18 Media Private Limited, subsidiary companies of the Company, are not being published in this Annual Report of the Company. The annual accounts of these subsidiary companies will be made available to the shareholders of the Company and to the shareholders of the subsidiary companies seeking such information at any point of time and the annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholders at the registered office of the Company and of the subsidiary companies.

JOINT VENTURES

- Viacom18 Media Private Limited - (Through 50:50 JV of the Company with Viacom Inc.) Owns and operates 'Colors', leading Hindi General Entertainment Channel (GEC), 'MTV', the leading Youth Entertainment destination, 'Nick', leading Kids channel, 'VhT, leading Premier English channel, 'Sonic', multi-platform for animation & live action shows, 'Comedy Central', English comedy channel and 'Viacom18 Motion Pictures', a film division which focuses on film distribution.

- IBN Lokmat News Private Limited - (Through 50:50 JV of the Company with Lokmat group) Operates 'IBN Lokmat', the leading Marathi language news channel.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard (AS)-21 on Consolidated Financial Statements read with Accounting Standard (AS)- 27 on Accounting on Joint Ventures, prescribed by the Companies (Accounting Standards) Rules, 2006, the Audited Consolidated Financial Statements are provided in this Annual Report.

STATUTORY AUDITORS

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of such Act.

Your Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended March 31, 2012. Except following, the rest of the report is self explanatory.

EXPLANATION TO STATUTORY AUDITORS COMMENTS:

Auditor's qualification: Refer para no. 4 of the Auditors Report on standalone financial statements of the Company.

Management's Reply:

The Company is of the view that having regard to the long term strategic involvement, no provision is considered necessary for 'other than temporary diminution' in the value of these Investments of the Company made in IBN Lokmat News Private Limited.

COST AUDITORS

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs vide GSR 869(E) dated December 7, 2011, the Company has appointed, M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2012-13 for conducting the audit of the Cost Records of the Company.

CORPORATE GOVERNANCE

Your Company has been practicing principles of good Corporate Governance over the years. The endeavor of the Company is not only to comply with the regulatory requirements but also practice good Corporate Governance that lays strong emphasis on integrity, transparency and overall accountability. A separate section on Corporate Governance along with a certificate from the Practicing Company Secretary confirming the compliance as stipulated in Clause 49 of the Listing Agreement is annexed and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees are required to be set out as an annexure to the Directors Report as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011. In terms of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent out to the members and others entitled to receive the Annual Report of the Company. However any member who is interested in obtaining such information may send a written request for the same, to the Company Secretary at the Corporate Office address of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios, workstations of the Company.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in note no. 30 of "Notes forming part of the financial statements" forming part of the Audited Annual Accounts.

The total foreign exchange earning was of Rs. 1,088.86 lakhs in the financial year 2011-12 as against Rs. 5.58 lakhs during the previous financial year. The total foreign exchange expenditure during the year under review was Rs. 3,943.74 lakhs as against Rs. 1,155.37 lakhs during the previous financial year ended March 31, 2011.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the continuous support given by all the employees, shareholders of the Company, various Government Departments and Bankers towards conducting the operations of Company efficiently.

For and on behalf of the Board of Directors

Place: Noida

Date : August 4, 2012 Chairman


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 6th Annual Report together with the Audited Accounts of M/s ibn18 Broadcast Limited (herein after referred as the 'Company' or 'IBN18') for the financial year ended March 31, 2011.

FINANCIAL PERFORMANCE

The key financial figures on standalone basis of your Company for the year ended March 31, 2011 are as follows:

(Rs. in Crores)

Particulars Financial Financial

Year ended Year ended

March 31, March 31,

2011 2010

Revenues 252.77 263.72

Profit / (loss) before interest and depreciation 2.51 (25.67)

Interest 40.08 43.39

Depreciation 11.69 13.04

Net Profit / (loss) before tax (49.25) (82.10)

Provision for taxes / deferred tax - -

Profit / (Loss) after tax (49.25) (82.10)

The summarized financial figures on consolidated basis of your Company for the year ended March 31, 2011 are as follows:

(Rs. in Crores)

Particulars Financial Financial

Year ended Year ended

March 31, March 31,

2011 2010

Revenues 813.33 658.87

Profit / (loss) before interest and depreciation 55.43 (43.21)

Interest 50.90 47.65

Depreciation 17.60 18.62

Net Profit / (loss) before tax (13.07) (109.49)

Provision for taxes / deferred tax 4.33 0.07

Profit / (Loss) after tax (17.40) (109.55)

RESULT OF OPERATIONS

During the financial year 2010–11 your Company achieved a turnover of Rs. 252.77 crores. Profit of the Company during the year before interest and depreciation was Rs. 2.51 crores as against a loss of Rs. 25.67 crores in the previous year. Effective measures taken during the year to improve the financial state of the Company resulted in substantial decrease in the net loss of the Company from Rs. 82.10 crores in the previous year to Rs. 49.25 crores in the financial year ended on March 31, 2011.

Audited Consolidated Financial Statements for the year ended March 31, 2011 also forms part of this Annual Report.

Consolidated turnover of your company during the year was Rs. 813.33 crores. Driven by the strong profitability of the Company in entertainment business, the consolidated profit before interest and depreciation has surged to Rs. 55.43 crores during the current financial year ended on March 31, 2011 from a loss of Rs. 43.21 crores during the previous year.

DIVIDEND

In view of absence of profits for the financial year 2010- 11 the Board of Directors of your Company do not recommend any dividend for financial year ended March 31, 2011.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2010-11.

DEPOSITS

The Board of Directors of the Company during the year under review at their meeting held on April 23, 2010, had approved fixed deposit scheme for acceptance of deposits from public and shareholders of the Company under Section 58A of the Companies Act, 1956 within the limits as prescribed under Companies (Acceptance of Deposits) Rules, 1975.

Your Directors wish to convey their thanks to the investors for their over-whelming support to the fixed deposit scheme of the Company.

Your Company has received an aggregate sum of Rs. 158.83 crores under the fixed deposits scheme as on March 31, 2011 and no deposit was due for payment as on that date. There was no failure in payment of interest due on fixed deposits by the Company.

SCHEME OF ARRANGEMENT

Your Directors at their meeting held on July 7, 2010 have approved the Scheme of Arrangement (the "Scheme") of Network18 Group with an overall objective of placing all news business operations of the Network18 Group into one Company. Pursuant to an order dated November 19, 2010, passed by the Hon'ble High Court of Delhi at New Delhi, a meeting of the equity shareholders of your Company (the "First Transferee Company"), was convened on December 21, 2010 for the purpose of considering and approving, the Scheme between Television Eighteen India Limited ("TV18"), Web18 Software Services Limited ("Web18"), IBN18 Media & Software Limited ("IBN18 Media"), iNews.com Limited ("iNews.com"), Television Eighteen Commoditiescontrol.com Limited ("TECC"), RVT Investments Private Limited ("RVT"), Network18 India Holdings Private Limited ("Network18 India"), Care Websites Private Limited ("Care"), ibn18 Broadcast Limited ("IBN18") and Network18 Media & Investments Limited ("Network18") and their respective shareholders and creditors. TV18, Web18, IBN18 Media, iNews.com, TECC, RVT, Network18 India and Care are collectively referred as Transferor Companies. IBN18 and Network18 are collectively referred as Transferee Companies.

The Scheme envisages restructuring of Network18 group primarily into two verticals of operations. First vertical includes the consolidation of all TV broadcasting business in IBN18 and other vertical involves consolidation of other businesses of the group into Network18, the holding company of your Company.

The new structure offers shareholders/ investors the choice of investing in Network18 with controlling stake in TV broadcasting business or directly in the TV broadcasting business entity.

Upon the coming into effect of the Scheme and without any further act or deed and without any further payment, equity shares will be issued and allotted in the following ratio:

i. 17:25 i.e. 17 fully paid-up equity shares of Rs 2 each of IBN18 to be issued for every 25 fully paid-up equity shares of Rs 5 each of TV18, by IBN18 to equity shareholders of TV18;

ii. 13:100 i.e. 13 fully paid-up equity shares of Rs 5 each of Network18 to be issued for every 100 fully paid- up equity shares of Rs 5 each of the Demerged TV18 by Network18 to equity shareholders of TV18.

iii. No shares will be issued by Network18 to shareholders of Web18 on the demerger of the Web Undertaking of Web18 into Network18 pursuant to this Scheme, since shareholders of Web18 are subsidiaries of Network18.

iv. No shares will be issued on Merger of IBN18 Media and iNews.com into IBN18 pursuant to the Scheme since IBN18 Media is a wholly owned subsidiary of IBN 18 and iNews.com would become a wholly owned subsidiary of IBN18 pursuant to the Scheme.

v. No shares will be issued by Network18 to the equity shareholders of TECC, RVT, Care and Network18 India since such shareholders may be subsidiaries of Network18 pursuant to Scheme or since Network18 may own the entire share capital of the aforesaid merging companies.

vi. Pursuant to the Scheme, the name of Your Company will be changed, as an integral part of the Scheme, from ibn18 Broadcast Limited to New TV18 or such other name as may be approved by the Registrar of Companies, NCT of Delhi & Haryana.

vii. The Scheme shall be deemed to be effective from the Appointed Date i.e April 1, 2010.

The above Scheme was approved by the shareholders of the Company with an over-whelming majority. At the hearing on April 26, 2011, the Hon'ble High Court of Delhi approved the Scheme. Your Company has applied for the certified copy of the Court order. Once received, your Company will file the order with the Registrar of Companies, NCT of Delhi & Haryana to give effect to the Scheme.

DIRECTORATE

During the year under review Mr. Sameer Manchanda, Joint Managing Director of your Company had resigned from the Board of the Company w.e.f October 22, 2010. We sincerely place on record his contribution to the growth of the Company during his tenure.

Mr. Hari S. Bhartia, Director of your Company, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The relevant detail of the Director proposed to be re- appointed is provided in the Corporate Governance Report forming a part of this Annual Report.

APPOINTMENT OF MANAGER

Pursuant to Section 269 / 386 of the Companies Act, 1956, Mr. Saikumar Ganapathy Balasubramanian was appointed as the Manager of the Company for a period of three years effective from October 26, 2010 without taking any remuneration from the Company.

RIGHTS ISSUE

In the Previous year, your Company had offered its 5,44,95,443 equity shares of Rs. 2/- each for cash at a premium of Rs. 91.5 per share aggregating to Rs. 5,09.53 crore on Rights Basis to its existing equity shareholders in the ratio of three equity shares for every ten equity shares held as on the Record Date i.e March 4, 2010.

The Rights Issue was opened for subscription on March 10, 2010 and closed on March 25, 2010. On April 1, 2010 your Company had allotted 5,44,95,443 partly paid-up equity shares. Rs. 31 per share was called on application and balance Rs. 62.5 was payable on three calls viz. Rs. 21 per share on first call, Rs. 21 on second call and Rs. 20.50 on third and final call. However, as per the terms of the Letter of Offer dated February 19, 2010 and also with the approval of the shareholders, your Company had clubbed all the above calls and made a full and final call of Rs. 62.50 per share.

Pursuant to the Rights Issue your Company had received Rs. 509.09 crore (Rs. 168.93 crore on application and Rs. 340.16 crore on calls) as on March 31, 2011 and had converted 5,44,25,108 partly paid-up shares into fully paid up. Rs. 0.44 crore representing 70,335 partly paid up shares is lying as calls-in-arrears.

INCREASE IN THE PAID-UP SHARE CAPITAL

During the year ended March 31, 2011, the paid-up equity share capital of your Company increased from Rs. 36,33,02,956/- comprising of 18,16,51,478 equity shares of Rs. 2/- each to Rs. 47,56,29,097.50 comprising of 23,77,96,965 equity shares of Rs. 2/- each and 70,335 partly paid-up equity shares on which Rs. 0.50 is paid up per share. The said increase in the paid up share capital of the Company was consequent to the allotment of 5,44,95,443 partly paid up shares under Rights Issue, conversion of 5,44,25,108 partly paid up shares into fully paid up out of aforesaid total partly paid-up shares issued under Rights Issue and allotment of 17,20,379 fully paid up equity shares under ESOP Scheme of the Company.

The Company has received the listing and trading approval for the aforesaid equity shares from Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

EMPLOYEES STOCK OPTION SCHEME

'The GBN Employee Stock Option Plan 2007' ("ESOP 2007"), implemented in accordance with the provisions of Companies Act, 1956 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time, is one of the Company's instrument to reward employees of the Company / Holding Company / Subsidiary Companies for their dedication, support and hard work.

Remuneration / Compensation Committee of the Board of Directors of the Company grants options to the eligible employees of the Company / Holding Company and Subsidiary Companies. During the financial year ended on March 31, 2011 the Committee has granted 11,00,000 options under ESOP 2007.

Consequent to the exercise of options granted to eligible employees 17,20,379 fully paid-up equity shares were allotted during the financial year 2010-11. The details as required to be disclosed under Clause 12 of SEBI Guidelines are provided in Annexure - A to this Report.

A Certificate from the Statutory Auditor of the Company for implementation of the 'ESOP 2007' in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management's Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately as a part of Director's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

'GROUP' AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969

Pursuant to intimation received from Promoter(s) the names of entities constituting the 'Group' as defined under The Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is disclosed elsewhere in this Annual Report.

SUBSIDIARY COMPANIES

During the Financial Year 2010-11, AETN18 Media Private Limited became a Wholly Owned Subsidiary of RVT Media Private Limited which in turn is a Wholly Owned Subsidiary of your Company. Besides this ibn18 (Mauritius) Limited, RVT Media Private Limited and IBN18 Media & Software Limited continues to be Wholly Owned Subsidiaries of your Company.

A statement of your Company's interest in its Subsidiary Companies as on March 31, 2011 is attached as Annexure - B in terms of provisions of Section 212 of the Companies Act, 1956.

The Ministry of Corporate Affairs vide its circular no. 5/ 12/2007-CL-III dated February 8, 2011 has granted a general exemption under section 212(8) of the Companies Act, 1956 from attaching the balance sheet, profit & loss account, Reports of Directors and Auditors of subsidiary companies with the Balance Sheet of the Holding Company, subject to fulfillment of certain conditions. Consequently the Board of Directors at their meeting held on May 30, 2011 had resolved to avail the aforesaid exemption and the balance sheet, profit & loss account, Reports of Directors and Auditors of RVT Media Private Limited, ibn18 (Mauritius) Limited, IBN18 Media & Software Limited and AETN18 Media Private Limited, subsidiary Companies of the Company are not being published in this Annual Report of the Company. The annual accounts of the subsidiary companies will be made available to the shareholders of the Company and of the subsidiary companies seeking such information at any point of time and the annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder at the registered office of the Company and of the subsidiary companies.

The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

JOINT VENTURES

Viacom18 Media Private Limited - (Through 50:50 JV of the Company with Viacom Inc.) Owns and operates 'Colors', leading Hindi General Entertainment Channel (GEC), 'MTV', the leading Youth Entertainment destination, 'Nick', leading Kids channel, 'Vh1', leading Premier English Channel and 'Viacom18 Motion Pictures', filmed Entertainment Business.

'IBN Lokmat News Private Limited -(Through 50:50 JV of the Company with Lokmat group) Operates 'IBN Lokmat', the leading Marathi language news channel.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard (AS) - 23 on the Accounting for Investments in Associates and Accounting Standard (AS) - 27 on Accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

AUDITORS & AUDITOR'S REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of section 226 of such Act.

Your Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended March 31, 2011. Except the following comments the rest of the report is self explanatory.

EXPLANATION TO AUDITORS COMMENTS:

Auditor's qualification: Refer para no. 5 of the Auditors Report on the financial statements of the Company for the year ended on March 31, 2011

Management's Reply: The Company is of the view that having regard to the long term strategic involvement, no provision is considered necessary for 'other than temporary diminution' in the value of investments of the Company made in IBN Lokmat.

CORPORATE GOVERNANCE

Corporate Governance philosophy of the Company lies in following strong Corporate Governance practices driven by its core values to enhance the interests of all its stakeholders. A report on Corporate Governance along with Certificate from Practicing Company Secretary confirming the status of compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

POSTAL BALLOT

The details of Postal Ballot process conducted by the Company during the year under review are set out in the report on Corporate Governance, annexed to this report.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees are required to be set out as an annexure to the Directors Report as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2011. In terms of the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent out to the members and others entitled to receive the Annual Report of the Company. However any member who is interested in obtaining such information may send a written request for the same, to the Company Secretary of the Company at the Corporate Office address of the Company.

AWARDS AND ACCOLADES

During the year under review, the Channels of your Company were crowned under various categories.

CNN IBN won 18 awards at The Indian News Television (NT) Awards and 3 awards including Best News Program at Asian Television awards 2010.

CNN IBN also bagged 4 awards at Indian Television Academy Awards 2010 under various awards categories including Best English News Channel and 2 awards at Indian News Broadcasting Awards 2010.

IBN7 won 2 awards at News Television Awards 2010 including best News Talk Show. IBN7 also won Laadli Awards for best Issue based show and Indian News Broadcasting awards for best campaign.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production, editing facilities, studios and workstations of the Company.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 16 "Notes on Accounts" forming part of the Audited Annual Accounts.

The total foreign exchange earning was of Rs. 5.58 lakhs in the financial year 2010-11 as against Rs. 13.03 lakhs during the previous financial year. The total foreign exchange expenditure during the year under review was Rs. 1,155.37 lakhs as against Rs. 1,140.22 lakhs during the previous financial year ended March 31, 2010.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation for the continuous support extended by all the employees and Shareholders of the Company, various Government Departments and Bankers towards conducting the operations of Company efficiently.

For and on behalf of the Board of Directors

Place: Noida

Date: May 30, 2011 Chairman


Mar 31, 2010

The Directors are delighted to present the 5th Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2010.

FINANCIAL PERFORMANCE

The key financial figures on standalone basis of your Company for the year ended March 31, 2010 are as follows:

(Rs. In Lakhs) Particulars Financial Year Financial Year

ended ended

March 31, 2010 March 31, 2009 Net Revenues 26,372 19,384

Operating profit / (loss) before

interest and depreciation (2,567) (3,182)

Interest 4,339 1,915

Depreciation 1,304 1,565

Net Profit / (loss) before tax (8,210) (6,662)

Provision for taxes / deferred tax - 160

Profit / (Loss) after tax (8,210) (6,822)

The summarized financial figures on consolidated basis of your Company for the year ended March 31, 2010 are as follows:

(Rs. In Lakhs) Particulars Financial Year Financial Year

ended ended

March 31, 2010 March 31, 2009 Net Revenues 65,887 19,571

Operating Proft / (loss) before

interest and depreciation (4,321) (4,392)

Interest 4,765 2,051

Depreciation 1,862 1,753

Net profit / (loss) before tax (10,948) (8,196)

Provision for taxes / deferred tax 7 170

Profit / (Loss) after tax (10,955) (8,366)

Add: Share in loss of Associates - (834)

Net Profit / (Loss) (10,955) (9,200)

RESULT OF OPERATIONS

During the financial year 2009-10 the turnover of your Company has increased by 36% and stood at approximately Rs. 264 Crores as against approximately Rs. 194 Crores in the previous year. Due to increase in expenditure on interest & financial charges, loss after tax for the year was Rs. 82 Crores against Rs. 68 Crores in the previous year. Audited Consolidated Financial Statements for the year ended March 31, 2010 also forms part of this Annual Report.

DIVIDEND

Your Directors do not recommend any Dividend for the financial year ended March 31, 2010.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2009-10.

DEPOSITS

During the year under review your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956. However after the closure of financial year 2009-10, the Board of Directors of the Company at their meeting held on April 23, 2010, had approved fixed deposit scheme(s) for acceptance of deposits from public and shareholders of the Company under Section 58A of the Companies Act, 1956 within the limits as prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.

CHANGES IN CAPITAL STRUCTURE

- Increase in Authorised Share Capital

During the period under review, consent of the shareholders of the Company was sought to increase the Authorized Share Capital of the Company from Rs. 40,00,00,000/- (Rupees Forty Crores only) comprising of 20,00,00,000 equity shares of face value of Rs. 2/- each to Rs. 55,00,00,000/- (Rupees Fifty Five Crores Only) comprising of 27,50,00,000 equity shares of face value of Rs. 2/- each, vide postal ballot notice dated September 24, 2009. The Company had received overwhelming response from the Shareholders and the result for approving the increase in Authorized Share Capital of the Company was declared on November 12, 2009.

- Increase in Paid-up Share Capital

During the year ended March 31,2010, the paid-up equity share capital of the Company increased from Rs. 35,83,02,956/- comprising of 17,91,51,478 equity shares of Rs. 2/- each to Rs. 36,33,02,956/- comprising of 18,16,51,478 equity share of Rs. 2/-each consequentto allotment of 25,00,000 equity shares upon conversion of Convertible Warrants.

The Company has received the listing and trading approval for the aforesaid equity shares from Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

RIGHTS ISSUE

During the year under review your Company had offered 5,44,95,443 equity shares on rights basis to its equity share holders at a price of Rs. 93.50 per equity share (Rs. 2/- to be appropriated to face value and Rs. 91.50 towards security premium account) aggregating to the Rs. 5,095.32 million in the ratio of three equity shares for every ten equity shares, held on record date i.e. March 4, 2010. The Company has called Rs. 31/- per equity share on Application and the balance amount of Rs. 62.50 per equity share payable on calls. Rights Issue was opened on Wednesday, March 10, 2010 and closed on Thursday March 25, 2010.

Further the Company had allotted aforesaid partly paid-up equity shares under Rights Issue on April 1, 2010 and the same are listed and traded w.e.f April 8, 2010 under New ISIN IN9886H01017 on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

SHIFTING OF REGISTERED OFFICE

The Registered Offce of your Company has been shifted from 601, 6th Floor, Commercial Tower, Hotel Le-Meridien, Raisina Road, New Delhi-110001 to 503, 504 & 507, 5th Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi – 110001 w.e.f. May 10, 2010.

EMPLOYEES STOCK OPTION SCHEME

Your Company has always believed in motivating employees and always cared for welfare of its employees for their continuous hard work, dedication and support, which has led the Company on the growth path. Launch of The GBN Employee Stock Option Plan 2007 (“ESOP 2007”) is one such step to enable more and more employees of the Company / Holding Company / Subsidiary Companies to enjoy the fruit of the growth of the Company.

ESOP 2007 is administered by Remuneration / Compensation Committee of the Board of Directors of the Company which grants options to eligible employees of the Company and its holding and subsidiary Companies in accordance with the provisions of Companies Act, 1956 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time. Consequent to the exercise of options granted to eligible employees 6,68,842 fully paid-up equity shares were allotted on April 19, 2010. The details as required to be disclosed under Clause 12&19ofSEBI Guidelines are detailed in the Annexure - A to this Report. A Certificate from the Statutory Auditor of the Company for implementation of the ESOP 2007 in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Managements Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately as a part of Directors Report.

DIRECTORATE

With profound grief and sorrow we inform you that Mr. G. K. Arora, who was Non- Executive Independent Director of the Company expired on November 5, 2009. We sincerely place on record his contribution to the growth of the Company during his tenure. Mr. Raghav Bahl and Mr. Sanjay Ray Chaudhuri, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The relevant details of the Directors proposed to be re-appointed are provided in the Corporate Governance Report forming a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies

Act, 1956 as amended, your Directors confrm:

i) that in the preparation of the annual accounts for the financial year ended March 31,2010, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969

Pursuant to intimation received from Promoter(s) the names of entities constituting the Group as defined under The Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is disclosed elsewhere in this Annual Report.

SUBSIDIARY COMPANIES

During the Financial Year 2009-10, ibn 18 (Mauritius) Limited became Wholly Owned Subsidiary of your Company. Besides this RVT Media Private Limited and IBN18 Media & Software Limited continues to be Wholly Owned Subsidiaries of your Company. A statement of your Companys interest in its Subsidiary Companies as on March 31, 2010 is attached as Annexure – B in terms of provisions of Section 212 of the Companies Act, 1956.

JOINT VENTURES

- Viacom18 Media Private Limited – A 50:50 JV of the Company with Viacom Inc., is the home to Colors, the leading Hindi General Entertainment Channel (GEC), MTV, the leading Youth Entertainment destination, Nick, leading among Kids channels and Vh1, a leading Premier English Channel. This JV Company also houses a films division called Studio18.

- IBN Lokmat News Private Limited – Your Company forayed into regional news space through this 50:50 JV Company with Lokmat group, which operates IBN Lokmat, the leading Marathi News Channel.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS – 23 on the Accounting for Investments in Associates and Accounting Standard AS – 27 on Accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

AUDITORS & AUDITORS REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certifcate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors of the Company on the Accounts for the fnancial year ended March 31, 2010. Except following, the rest of the report is self explanatory.

EXPLANATION TO AUDITORS COMMENTS:

Auditors qualifcation: Refer para no. 4 of the Auditors Report on consolidated fnancial statements of the Company. Managements Reply: The management is of the view that the volume of transactions in the subsidiaries of 50% Joint Venture Company is not signifcant for the group as a whole.

CORPORATE GOVERNANCE

Corporate Governance philosophy of the Company lies in following strong Corporate Governance practices driven by its core values to enhance the interests of all its stakeholders. A report on Corporate Governance along with Certifcate from Practicing Company Secretary confrming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of

this Annual Report.

POSTAL BALLOT

The details of Postal Ballot process conducted by the Company during the year under review are set out in the report on Corporate Governance, annexed to this report.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees are required to be set out as an annexure to the Directors Report as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent out to the members and others entitled to receive the Annual Report of the Company. However any member who is interested in obtaining such information may send a written request for the same, to the Company Secretary of the Company at the Corporate Offce address of the Company.

AWARDS AND ACCOLADES

During the year under review, the Channels of your Company were crowned under various categories.

CNN IBN won 12 awards at The Indian News Television (NT) Awards amongst others for Best News Talk Show – Devils Advocate; Best Lifestyle & Fashion News Show – Living it up; Best Crime Show – Killed in the name of honour.

CNN IBN bagged 5 awards at the Ramnath Goenka Excellence in Journalism Awards under various awards categories including Reporting from Jammu and Kashmir & North East, Sports Journalism, Film & Television Journalism and Best Journalist of the Year category. CNN IBN also won the prestigious Asian Television Award in the category of Best News Programme for its counting day coverage during the General Elections 2009.

IBN7 also won awards for Best Investigative Report of the year in Hindi for NAREGA ka Narak and Best News Talk Show – Zindagi Live for Unsung Heroes of 1984 Riots at NT Awards. In addition to this IBN7 won accolades at The Indian Television Academy (ITA) Awards for AIDS PSA in the category best interstitial/fllers.

Details of various awards are covered in the Management Discussion and Analysis Report, annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios and workstations of the Company.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational effciency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 15 “Notes on Accounts” forming part of the Audited Annual Accounts.

The total foreign exchange earnings were Rs. 13.03 lakhs in the fnancial year 2009-10 as against Rs. 223.77 lakhs during the previous fnancial year. The total foreign exchange expenditure during the year under review was Rs. 1180.30 lakhs as against Rs. 1973.40 lakhs during the previous fnancial year ended March 31, 2009.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation for the continuous support extended by all the employees, Shareholders of the Company, various Government Departments and Bankers towards conducting the operations of the Company efficiently.

For and on behalf of the Board of Directors

Sd/- Chairman

Place: Noida

Date: May 28, 2010


Mar 31, 2009

The Directors are delighted to present the 4th Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2009.

FINANCIAL PERFORMANCE

The key financial figures on standalone basis of your Company for the year ended March 31, 2009 are as follows:

(Rs. In Lakhs)

Particulars Financial Year ended Financial Year ended March 31, 2009 March 31, 2008

Net Revenues 19384.38 13514.73

Operating profit / (loss)

before interest and depreciation (3181.84) 1244.77

Interest 1915.00 1211.83

Depreciation 1565.13 624.56

Net Profit / (loss) before tax (6661.97) (591.62)

Provision for taxes / deferred tax 160.08 95.00

Profit / (Loss) after tax (6822.05) (686.62)

RESULT OF OPERATIONS

During the Financial Year 2008-09 your Company generated over Rs. 193.84 Crores in revenues, with an operating loss before interest and depreciation of Rs. 31.81 Crores and a post tax loss of Rs. 68.22 Crores. The corresponding figures for Financial Year 2007-08 were revenues of Rs. 135.14 Crores, operating profit before interest and depreciation of Rs. 12.44 Crores, and a post tax loss of Rs 6.86 Crores.

Audited Consolidated Financial Statements for the year ended March 31, 2009 also forms part of this Annual Report.

DIVIDEND

In the absence of profits during the financial year under review, the Directors do not recommend any Dividend for the financial year ended March 31, 2009.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2008-09.

DEPOSITS

During the year under review your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

VIACOM18: THE 50:50 JOINT-VENTURE BETWEEN IBN18 and

VIACOM

Acquisition of Stake in Viacom18

Your Company has entered into a 50:50 Joint-Venture with Viacom Inc., a leading multinational media & entertainment conglomerate, for its entertainment foray. During the Financial Year 2008-09, your Company became a party to the Shareholders Agreement by signing a Joinder thereto and has since acquired a total stake of 33.71 % of the equity shareholding in Viacom1 8 Media Private Limited ("Viacom18").

This acquisition happened in different stages, through the infusion of fresh equity capital in Viacom18 and through the acquisition of existing shares as per the terms of the Option Agreement between your Company, Television Eighteen India Limited (TV18) and companies affiliated to the Network18Group. 16.29% stake continues to be held by a subsidiary of TV18.

Viacom18: One of the Leading Television Entertainment Companies in India

Through its shareholding in Viacom18, your Company now has a stake in one of India’s leading entertainment companies that operates such channels Colors, a Hindi General Entertainment Channel ("GEC"), MTV, a youth entertainment channel, Nick, a kids channel and Vh1, an international entertainment and music channel. Viacom1 8 also has a film’s division called Studio18.

Colors, a Hindi GEC, was launched on July 21, 2008. The channel was well received by audiences across India as was evident from its ratings from the very first week. In less than nine months since its launch, ‘Colors’ reached the No.1 spot among Hindi GECs as per TAMs ratings. This was widely regarded as a remarkable achievement as the No.1 spot had been dominated by an incumbent leader for a period of nearly nine years. Colors achievement was covered prominently in many leading dailies, television news channels and news websites.

Other channels in Viacom18, including ‘MTV and ‘Nick’ have also performed well, growing in viewership ratings during the year. ‘MTV has become the leading channel of the youth entertainment genre and has ratings that are higher than many GECs’. ‘Nick’ too has become the leading channel in the Kids genre.

LAUNCH OF IBN LOKMAT

Your Company, through its 50:50 joint venture with the Lokmat Group, publishers of the leading Marathi language daily, Lokmat, launched IBN Lokmat’, a 24-hour Marathi language news and current affairs channel on April 6, 2008. The channel has been well received by Marathi news audiences and has received awards & recognitions.

FUND RAISING DURING FINANCIAL YEAR 2008-09

During the Financial Year 2008-09, your Company raised a total of Rs 355.20 Crores through a Qualified Institutional Placement (QIP) and though the placement and conversion of convertible warrants with your Company’s promoters.

Qualified Institutional Placement (QIP) Of Shares

In November 2008, your Company raised Rs 114.29 Crores through the Qualified Institutional Placement (“QIP”) of 11,204,508 equity shares at a price of Rs. 102.00 per share. The Qualified Institutional Buyers who participated in the issue included prominent international and domestic fund houses.

Capital Infusions by Promoters

During the financial year 2008-09, your Company’s promoters have infused a total of Rs. 240.91 Crores in two separate transactions. In August 2008, Network18 India Holdings Pvt. Ltd. (Network18) a promoter group Company, converted 5,500,000 optionally convertible warrants held by it into equity shares for a net consideration of Rs 87.91 crores. The amount represented 90% of the conversion price of the warrants (Rs 177.60). 10% had been paid as warrant application money in the Financial Year 2007-08 when the warrants were issued. Network18 informed the Company for not exercising the conversion option for balance 9,500,000 optionally convertible warrants and therefore 10% amount paid at the time of allotment was forfeited by the Company.

In January 2009, RVT Investments Private Limited (“RVT Investments”), another promoter group company, was preferentially allotted 15,000,000 optionally convertible warrants at an exercise price of Rs 102.00 per warrant. RVT Investments converted 12,500,000 of these warrants to equity shares and have paid the full conversion amount for the remaining 2,500,000 optionally convertible warrants. The total fund infused by RVT Investments in your Company was Rs 153.00 crores.

SCHEME OF ARRANGEMENT - ACQUISITION OF HINDI NEWS CHANNEL “IBN7”

The Scheme of Arrangement (hereinafter referred to as “Scheme”) between BK Fincap Private Limited (hereinafter referred to as “BK Fincap”), Jagran TV Private Limited (now known as IBN18 Media & Software Limited) (hereinafter referred to as "JTV") and your Company, for the demerger of the 24 hours Hindi News Channel "IBN7" from JTV and the merger of BK Fincap into the Company (as detailed in the

Directors Report of the previous year) was approved by the Hon’ble Delhi and Allahabad High Courts. A copy of Order of Hon’ble Delhi High Court was filed by the Company with the Registrar of Companies, N.C.T. of Delhi & Haryana on November 22, 2008. The Scheme came into effect from the appointed dates i.e. October 1,2007 for the demerger of the channel "IBN7" from JTV and October 2, 2007, for the merger of BK Fincap into the Company. All assets and liabilities of JTV pertaining to undertaking of Hindi News Channel “IBN7” and BK Fincap have merged into the Company. Pursuant to aforesaid Scheme, your Company allotted 7,336,944 equity shares to the members of Gupta Family (Promoter family of the Hindi daily, Dainik Jagran & shareholders of BK Fincap) and 8,969,211 equity shares to IBN18 Trust, which was created as a result of the Scheme. Your Company is the sole benefciary of this Trust.

CHANGES IN CAPITAL STRUCTURE

During the year ended March 31, 2009, the paid-up equity share capital of the Company increased from Rs. 267,281,630/- comprising of 133,640,815 equity shares of Rs. 2/- each to Rs. 358,302,956/- comprising of 179,151,478 equity shares of Rs. 2/- each. The said increase in paid-up equity share capital of the Company was consequent to allotment of shares upon conversion of Convertible Warrants, placement of shares through Qualified Institutional Placement and allotment of shares pursuant to the Scheme of Arrangement of the Company.

The Company has received the listing and trading approval for all the aforesaid equity shares from Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

EMPLOYEES STOCK OPTION SCHEME

The GBN Employee Stock Option Plan 2007’ (“ESOP 2007”) was approved and implemented by the Company. The Remuneration / Compensation Committee of the Board of Directors of the Company administer ‘ESOP 2007’ and options were granted to eligible employees of the Company and its holding and subsidiary Companies in accordance with the provisions of Companies Act, 1956 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time. The details as required to be disclosed under Clause 12 & 19 of ESOP Guidelines of SEBI are detailed in the Annexure ‘A’ to this Report. During the year ended March 31, 2009, the Company, in beneficial interest of its employees has revised the vesting schedule and exercise price for 3,226,442 options, granted earlier and has granted 123,750 new options under the ESOP Scheme of the Company. A Certificate from the Statutory Auditor of the Company for implementation of the ‘ESOP 2007’ in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company, will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management’s Discussion and Analysis Report disclosing the operations of the Company in detail, is provided in a separate part of the Annual Report.

DIRECTORS

Mr. Manoj Mohanka and Mr. Shahzaad Dalal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. On re-appointment, Mr. Shahzaad Dalal will be an Independent Director on the Board of your Company. Mr. Manoj Mohanka (Independent Director) is Chairman of the Board of your Company. The relevant details of the Directors proposed to be re-appointed are provided in the Corporate Governance Report forming a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the fInancial year ended March 31,2009, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2009 on a ‘going concern’ basis.

GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969

Pursuant to intimation received from Promoter(s) the names of entities constituting the ‘Group’ as defined under The Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is disclosed elsewhere in this Annual Report.

SUBSIDIARY COMPANIES

During the year under review Jagran TV Private Limited (now known as IBN18 Media & Software Limited) has become a Wholly Owned Subsidiary of your Company, pursuant to the Scheme of Arrangement. After closure of Financial Year 2008-09, IBN18 (Mauritius) Limited has became a Wholly Owned Subsidiary of your Company. Besides these RVT Media Private Limited, continues to be Wholly Owned Subsidiary of your Company.

A statement of your Company’s interest in its Subsidiary Companies as on March 31, 2009 is attached as Annexure ‘B’ in terms of provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS – 23 on the Accounting for Investments in Associates and Accounting Standard AS – 27 on Accounting of Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

AUDITORS & AUDITORS REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956. They are also not otherwise disqualified within the meaning of Section 226(3) of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors of the Company on the Accounts for the financial year ended March 31, 2009. The Notes on Accounts, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further clarification.

CORPORATE GOVERNANCE

Corporate Governance philosophy of the Company lies in following strong Corporate Governance practices driven by its core values to enhance the interests of all its stakeholders. A report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

POSTAL BALLOT

The details of Postal Ballot process conducted by the Company during the year under review are set out in the report on Corporate Governance, annexed to this report.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees are required to be set out as an annexure to the Director’s Report as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent out to the members and others entitled to receive the Annual Report of the Company. However any member who is interested in obtaining such information may send a written request for the same, to the Company Secretary of the Company at the Corporate Office address of the Company.

ACCOLADES DURING THE YEAR

CNN-IBN, India’s leading 24-hour English news and current affairs channel, operated by your Company, bagged 11 awards at the Indian News Television (NT) Awards, including the award for best English language news channel.

Various programmes of ‘IBN7’, your Company’s 24-hour Hindi language news and current affairs channel, have been adjudged best in their respective categories.

In less than a year since its launch, ‘Colors’, a GEC operated by Viacom18, has won several awards at leading television awards ranging from India Today Women Achievers awards, Indian Television Academy (ITA), Gr8 television and the PROMAX awards. "Balika Vadhu" one of popular shows aired by Colors, has won 8 awards at the ITA Awards under different categories during the year under review. MTV and Vh1 won several awards at the prestigious PROMAX awards, a global platform for recognizing excellence in TV promotions, design and packaging.

IBN Lokmat, 24-hour Marathi language news and current affairs channel, being operated by your Companys Joint Venture Company, IBN Lokmat News Private Limited has also received various awards including Best Marathi News Channel at Sanskruit Kala Darpan

Rajani Awards 2009.

Details of various awards are covered in the Management Discussion and Analysis Report, annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios, workstations of the Company.

B. Technology Absorption

Your Company is conscious of implementing the latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 15 “Notes on Accounts” forming part of the Audited Annual Accounts.

The total foreign exchange earnings were Rs. 223.77 lakhs in the financial year 2008-09 as against Rs. 23.45 lakhs during the previous financial year. The total foreign exchange expenditure during the year under review was Rs. 1973.40 lakhs as against Rs.1779.52 lakhs during the previous financial year ended March 31, 2008.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the unstinted support given by all the employees, bankers, and shareholders of the Company as well as various Government departments towards the conduct of efficient and successful operations of your Company.

For and on behalf of the Board of Directors

Place: Noida Sd/- Date: June 29, 2009 Chairman


Mar 31, 2008

The Directors are pleased to present the 3rd Annual Report of ibn18 Broadcast Limited (formerly known as Global Broadcast News Limited) together with the audited accounts for the financial year ended March 31,2008.

FINANCIAL RESULTS

The summarized Financial Results for the year ended March 31,2008 are as follows:

(Rs. In Lakhs) Particulars Financial Year ended Financial Year ended March 31,2008 March 31, 2007

Net Revenues 13514.73 8,087.53 Operating profit (loss) before interest and depreciation 1244.77 (1,778.99) Interest 1211.83 829.93 Depreciation 624.56 509.55 Net profit (loss) before tax (591.62) (3,118.47) Provision for taxes / deferred tax 95.00 85.00 Profit i (Loss) after tax (686.62) (3,203.47)

RESULT OF OPERATIONS

During the Financial Year 2007-08 your Company generated over Rs. 135.14 Crores in revenues, up from Rs. 80.88 Crores in the Financial Year 2006-07. During the year under review, your Company has earned an operating profit before interest and depreciation of Rs. 12.45 Crores as against the loss of Rs. 17.79 Crores in the previous year and the post tax loss of the current Financial Year fell to Rs. 6.87 Crores from Rs. 32.03 Crores in the previous Financial Year 2006-07. Audited Consolidated Financial Statements for the year ended March 31, 2008 also forms part of this Annual Report.

DIVIDEND

In the absence of profits during the financial year under review, the Directors do not recommend any Dividend for the financial year ended March 31, 2008.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2007-08.

DEPOSITS

During the year under review your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

STOCK SPLIT

To improve the liquidity of its shares in the stock markets, your Company split each equity share into five shares, thereby reducing their face value from Rs. 10/- per share pre-split to Rs. 2/- per share post-split. The split was effected vide a resolution passed via Postal Ballot notice dated December 19, 2007, the results of which were declared on January 25, 2008. The Record Date for split was February 28, 2008.

ACQUISITION OF DIRECT STAKE IN JAGRAN TV PVT. LTD.

During the year under review your Company acquired 10.01% stake (aggregating to 1,347,241 equity shares of face value of Rs. 10/- each) in Jagran TV Private Limited from New Vernon Private Equity Limited.

SCHEME OF ARRANGEMENT

The Board of Directors of your Company at their meeting held on December 19,2007 approved the Scheme of Arrangement (here in after referred to as "Scheme") between your Company (hereinafter referred to as "ibn18" or the "Company"), BK Fincap Private Limited (here in after referred to as "BK Fincap") and Jagran TV Private Limited (hereinafter referred to as "Jagran TV") under Section 391 read with Section 394 and Sections 100 to 103 of the Companies Act, 1956. The Scheme involves the consolidation of IBN 7the Hindi general news channel, currently housed in Jagran TV with your Company. Accordingly, the Scheme seeks to achieve the demerger of the IBN 7 News Undertaking of Jagran TV into ibn18 with effect from October 1, 2007 and merge BK Fincap into ibn18 with effect from October 2, 2007. The Board of Directors of the Company is of the view that the aforesaid consolidation will unlock significant synergies in the businesses, leading to benefits that will maximize value for stakeholders.

In accordance with clause 24(f) of the Listing Agreement, the Scheme was approved by the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited vide their letter dated April 29, 2008 and May 5, 2008, respectively and pursuant to that necessary applications were made with the Honble High Court of Delhi and Honble High Court of Allahabad for approval of the Scheme. Currently, the Scheme has been approved by the equity shareholders, secured and unsecured creditors of your Company. The Scheme will come into force from the date on which the order(s) of the Honble High Court of Delhi and Honble High Court of Allahabad approving the Scheme are filed with the Registrar of Companies. During the intervening period, Jagran TV will carry on all business and activities relating to the IBN 7 News Undertaking on behalf of ibn18, and all profits and losses relating to IBN 7 News Undertaking will be treated as the profits or losses of ibn18.

Post the consolidation of IBN 7 News Undertaking as envisaged in the Scheme, your Company will emerge as an integrated prayer in the Indian general news segment, thereby leveraging its strong brand name and its affiliation with the Network 18 Group to further grow the businesses being consolidated.

CHANGE OF NAME OF THE COMPANY

Your Company is a Network 18 group Company and to show its association with the Network 18 Group, the name of the Company was changed from Global Broadcast News Limited to "ibn18 Broadcast Limited" vide resolution passed at the Extraordinary General Meeting of the Company held on March 10, 2008. A fresh Certificate of Incorporation confirming the change of name of the Company was issued by the Registrar of Companies, NCT of Delhi & Haryana on April 2, 2008.

IBN (ibn) - These letters form the most integral part of the name of the Television News Channels currently operated by your Company and other group companies i.e. CNN IBN, IBN 7 & IBN Lokmat. Other news channels that the Company may launch in the future are also likely have IBN as an integral part of their names. The Companys television channels are together referred to as the IBN Family of Channels. Thus, IBN forms the common identity of the Companys news broadcasting operations and the name of your Company was changed to reflect it.

18: Network 18 is a renowned name in the Media Industry and having the number 18 in the name of your Company was integral to project a common Group identity.

EMPLOYEES STOCK OPTION SCHEME

Your Company firmly believes that skilled and expert professionals are invaluable assets of the Company. In order to retain existing employees and to attract fresh talent, your Company introduced and extended the policy of employee ownership by granting and issuing Options to eligible employees and Directors of the Company and its holding and subsidiary companies. During the year under review your Company has implemented The GBN Employees Stock Option Plan 2007 ("ESOP 2007") in accordance with the provisions of Companies Act, 1956 and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) as amended from time to time. ESOP 2007 was ratified and approved by the members of the Company at the Second Annual General Meeting of the Company.

The Remuneration / Compensation Committee of the Board of Directors of the Company administer the ESOP 2007. The total number of options that may be granted under the ESOP 2007 were increased vide shareholders resolution passed at the Extra Ordinary meeting of the Company held on March 10, 2008 from 15 Lacs to 17 Lacs. The nominal value of equity shares of the Company was sub-divided from Rs. 10/- per share to Rs. 2/- per share during the year under review and the options under the ESOP 2007 of the Company have been adjusted accordingly to give effect to the same. Therefore, total number of options that can be granted under ESOP 2007 have become 85 Lacs. The details as required to be disclosed under Clause 12 & 19 of ESOP Guidelines of SEBI are detailed in the Annexure A to this Report.

A Certificate from the Statutory Auditor of the Company for implementation of the ESOP 2007 in accordance with the SEBI Guidelines and the resolution passed by the members of the Company, will be made available for inspection by the members at the ensuing Annual General Meeting of the Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately as a part of Directors Report.

DIRECTORS

Mr. G. K. Arora and Mr. Hari S. Bhartia, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The relevant details of the Directors proposed to be re-appointed are provided in the Corporate Governance Report forming a part of this Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the provision of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the financial year ended March 31,2008, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2008 on a going concern basis.

GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969

Pursuant to intimation received from Promoter(s) the names of Corporate(s) entities constituting the Group as defined under The Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is disclosed elsewhere in this Annual Report.

SUBSIDIARY COMPANY

The main thrust of operations of your Company is in Media and Entertainment Industry and to explore more business opportunities in the Media & Entertainment Industry your Company has acquired 100% Equity stake in RVT Media Private Limited to make it a Wholly Owned Subsidiary of the Company w.e.f. January 1, 2008. A statement of your Companys interest in this Subsidiary Company is attached as Annexure - B in terms of provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on the Accounting for Investments in Associates and Accounting Standard AS - 27 on Accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

AUDITORS & AUDITORS REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956. They are also not otherwise disqualified within the meaning of Section 226(3) of the Companies Act, 1956. Your Board has duly examined the Report issued by the Statutory Auditors of the Company on the Accounts for the financial year ended March 31, 2008. the Notes on Accounts as presented in this Annual Report are self-explanatory in this regard and hence do not call for any further clarification.

POSTAL BALLOT

During the year under review your Company has conducted Postal Ballot process thrice, pursuant to provisions of section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001. The report on Corporate Governance contains the detail on the said Postal Ballots conducted by the Company.

CORPORATE GOVERNANCE

Corporate Governance philosophy of the Company lies in following strong Corporate Governance practices driven by its core values to enhance its shareholders worth. A report on Corporate Governance along with Certificate from Practicing Company Secretary confirming the compliance of conditions oh Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

PARTICULARS OF EMPLOYEES

The names and other particulars of employees are required to be set out as the annexure to the Directors Report as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid annexure is being sent out to the members and others entitled to receive the Annual Report of the Company. However any member who is interested in obtaining such information may send a written request for the same, addressed to the Company Secretary of the Company at the following address: ibn18 Broadcast Limited Corporate Office:

Express Trade Tower, Plot No. 15-16, Sector 16A, Noida, Uttar Pradesh-201 301.

RECOGNITION

CNN-IBN, an English news channel of your Company was adjudged as the Best English News Channel at NT Awards 2007. Besides this CNN-IBN has also received awards for the Best Sports News Presenter, Best Sports reporting by a television channel, Best Business News Show, Best Daily Newscast and the Best News Documentary Programme, for their respective English news categories. CNN-IBN also won the award for Excellence in Journalism Award for Environment Reporting and Excellence in Journalism Award for Political Reporting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy, Technology Absorption

Your Company is not engaged in any manufacturing activity and is not an energy intensive unit therefore the provisions relating to conservation of energy and technology absorption are not applicable. However to conserve energy, regular efforts are made by the Company at its production & editing facilities, studios, offices etc.

B. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 15 "Notes on Accounts" forming part of the Audited Annual Accounts.

The total foreign exchange earnings were Rs. 6.46 lakhs in the financial year 2007-08 as against Rs. 112.59 lakhs during the previous financial year. The total foreign exchange expenditure during the year under review was Rs. 1031.21 lakhs as against Rs. 616.40 lakhs during the previous financial year ended March 31, 2007.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere appreciation for the unstinted support given by all the employees, bankers, and shareholders of the Company as well as various Government departments towards the conduct of efficient and successful operations of your Company.

For and on behalf of the Board of Directors

Place: Noida Sd/- Date : July 28, 2008 Chairman

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