Directors Report of Network18 Media & Investments Ltd.

Mar 31, 2025

DEAR MEMBERS,

The Board of Directors are pleased to present the Thirtieth Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31,2025.

FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the financial year ended March 31, 2025 is summarised below:

(''in crore)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,896.21	1,817.73	6,887.92	9,297.45
Profit / (Loss) Before Interest, Depreciation and Amortisation Expenses and Exceptional Items	50.23	36.70	364.81	143.46
Less: Interest	213.42	186.20	476.81	322.39
Depreciation and Amortisation Expenses	121.66	101.02	223.29	210.06
Profit / (Loss) Before Exceptional Items and Tax	(284.85)	(250.52)	(335.29)	(388.99)
Exceptional Items - Income / (Loss)	3,498.21	-	(1,435.79)	-
Profit / (Loss) Before Tax	3,213.36	(250.52)	(1,771.08)	(388.99)
Less: Tax Expenses* (* includes current tax, deferred tax, short /excess provision of tax relating to earlier years)		(65.11)	5.59	(64.40)
Profit / (Loss) for the Year	3,213.36	(185.41)	(1,776.67)	(324.59)
Add: Other Comprehensive Income	12.01	10.70	12.79	9.14
Total Comprehensive Income for the Year	3,225.37	(174.71)	(1,763.88)	(315.45)
Less: Total Comprehensive Income attributable to Non- Controlling Interest	-	-	(89.95)	(119.32)
Total Comprehensive Income Attributable to Owners of the Company	-	-	(1673.93)	(196.13)
Less: Appropriation (Transfer to General Reserve)	-	-	-	-
Earnings Per Share Before Exceptional Items (Basic) (in '')	(1.85)	(1.20)	(1.64)	(1.35)
Earnings Per Share After Exceptional Items (Basic) (in '')	20.84	(1.20)	(11.02)	(1.35)

RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

During the year under review, on standalone basis, the Company recorded an operating turnover of '' 1,896.21 crore (previous year '' 1,817.73 crore). The profit before interest, depreciation and tax and exceptional items was '' 50.23 crore (previous year loss '' 36.70 crore).

FY 2024-25 was a remarkable year for the Company as it exited the year as India''s #1 TV news and Digital news/info publishing network. Network! 8''s broadcast portfolio had leadership in all national genres and several regional markets. The digital news network made significant progress as it became the leader in terms of monthly unique visitors with Moneycontrol, News18 and Firstpost seeing strong consumer traction. Operating revenue grew 4.3% YoY, despite the continued weakness in advertising environment throughout the year. The growth was primarily driven by the strong operating metrics which helped drive advertising revenue. Off-platform video revenue also grew while TV subscription revenue was stable. Given the muted revenue environment, the Company maintained a tight control on expenses, which grew by 3.5% YoY. Operating profit of the Company increased marginally but Profit Before Tax was lower due to higher finance and depreciation costs.

Updates to the Composite Scheme of Arrangement

In terms of the Composite Scheme of Arrangement amongst e-Eighteen.com Limited ("E18") and its shareholders and creditors & TV18 Broadcast Limited ("TV18") and its shareholders and creditors & Network!8 Media & Investments Limited ("the Company") and its shareholders and creditors ("Scheme") the entire business operations and undertakings of E18 and TV18 have been transferred to the Company and E18 and TV18 stand amalgamated with the Company. The Scheme became effective on October 3, 2024.

Equity shares of the Company were allotted to the eligible shareholders of E18 and TV!8 as per share exchange ratio stipulated in the Scheme.

Changes in Share Capital Structure Authorised Share Capital:

In terms of the Scheme, the Authorised Share Capital of the Company stood altered, re-classified and increased as under:

a) Authorised Share Capital
Authorised Share Capital	Amount in ''
7,00,00,00,000 equity shares of '' 5 each¹	35,00,00,00,000
67,35,20,000 preference shares of ''10 each	6,73,52,00,000
Total	41,73,52,00,000

was combined with the authorised equity share capital of the Company.

b) Paid up Share Capital

In terms of the Scheme, the Share Allotment Committee allotted on October 25, 2024, 49,50,51,499 equity shares of '' 5/- each to the shareholders of TV18 and E18 whose names appear in the Register of Members and / or records of depositories as on the Record Date i.e., October 16, 2024 fixed for the said purpose.

Issued, Subscribed and Paid up Share Capital:

In terms of the Scheme, the Issued, Subscribed and Paid up Share Capital of the Company stood altered, re-classified and increased as under:

Issued, Subscribed and Amount in '' Paid-up share capital

1,54,20,00,018 equity shares of '' 5 each 7,71,00,00,090

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves for the year under review.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ("Act") and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Consolidated Financial Statements form part of this Annual Report and shall also be laid before the members in the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Act read with Companies (Accounts) Rules, 2014.

DIVIDEND

The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review.

The Dividend Distribution Policy of the Company is put up on the Company''s website and can be accessed at https://www.nw18. com/reports/reports/policies/Dividend%20Distribution%20 Policy_NW18.pdf.

There has been no change in this policy during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any fresh fixed deposits during the year under review.

MATERIAL CHANGES FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is provided in a separate section and forms part of this Report.

CREDIT RATING

The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATES

The statement containing the salient features of the Financial Statements of the Company''s subsidiaries/ joint ventures/ associates is given in Form AOC - 1, annexed to the Consolidated Financial Statements, forming part of the Annual Report.

During the year under review, Viacom 18 Media Private Limited (name changed to Studio 18 Media Private Limited), Viacom 18 Media (UK) Limited, Viacom 18 US Inc., Digital18 Media Private Limited (Formerly Digital18 Media Limited), Roptonal Limited, IndiaCast Media Distribution Private Limited, IndiaCast UK Limited and IndiaCast US Limited ceased to be subsidiaries of the Company.

annualReport#network18. The Financial Statement of the subsidiaries of the Company are also put up on the Company''s website and can be accessed at https://www.nw18.com/

finance-subsidiary#network18

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, 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, 2025, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, 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 31,2025 and of the profit 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 Act, 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, 2025 on a ''going concern'' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls 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.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India ("SEBI"). The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Report and is annexed herewith and marked as Annexure-1.

The Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the Listing Regulations and M/s. N.K.J. & Associates, Practicing Company Secretaries, vide their certificate dated April 18, 2025, have confirmed that the Company is and has been compliant with the conditions stipulated in Chapter IV of the Listing Regulations. The said certificate forms part of the Annexures to the Report of Corporate Governance.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for the year ended March 31,2025, is made available on the website of the Company at https://www.nw18.com/reports/ NW18_BRSR_2024-25.pdf

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company''s website and can be accessed at https://www.nw18. com/reports/reports/policies/RPT_Policy_NW18-.pdf

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 37 to the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility ("CSR") Committee. The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Shuva Mandal and Mr. Rahul Joshi.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.

In terms of Company''s CSR objectives and policy, the focus areas of engagement are as under:

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

â¢ Preserve, protect and promote art, culture and heritage.

â¢ Ensuring environmental sustainability, ecological balance and protection of flora and fauna.

Company''s average net profit for the three immediately preceding financial years is negative. Hence, in terms of the Act, during the year under review, the Company was not required to spend any amount on CSR activities.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure-2.

RISK MANAGEMENT

In compliance with the requirements contained in the Listing Regulations the Company has constituted a Committee of Directors known as Risk Management Committee, details of which are set out in the Corporate Governance Report forming part of the Annual Report to oversee Enterprise Risk Management Framework.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Risk Management Committee has, inter-alia, been entrusted with the responsibility for overseeing implementation / monitoring of risk management plan and policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

Further details on risk management activities are covered in Management Discussion and Analysis Report, which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The Internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company''s internal controls and monitors the implementation of audit recommendations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. P.M.S. Prasad (DIN : 00012144), retires by rotation as a Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

A detailed profile of Mr. P.M.S. Prasad along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the Annual General Meeting which forms part of this Annual Report.

The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the members.

In terms of Regulation 17(1A) of SEBI Listing Regulations, consent of members by way of special resolution is required for appointment or continuation of directorship of Non-Executive Director, beyond the age of 75 years. Further, Mr. P.M.S. Prasad will attain the age of 75 years in February, 2027.

The Board considered that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. P.M.S. Prasad as a Director.

Accordingly, the Board recommended passing of the Special Resolution in relation to continuation of Mr. P.M.S. Prasad as a Director, for the approval by the members of the Company.

Ms. Jyoti Deshpande (DIN: 02303283), retires by rotation as a Director at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. A detailed profile of Ms. Jyoti Deshpande along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the Annual General Meeting which forms part of this Annual Report. The Nomination and Remuneration Committee and Board of Directors have recommended her re-appointment for the approval of the members.

Ms. Bhama Krishnamurthy (DIN: 02196839) resigned as an Independent Director effective July 4, 2024. The Board placed on record its sincere appreciation for her contributions to the Company.

Mr. Adil Zainulbhai (DIN : 06646490) ceased to hold office as an Independent Director, upon completion of his second term w.e.f. July 6, 2024. However, Mr. Adil Zainulbhai was appointed as an Additional Director (Non-Executive Non-Independent Director) w.e.f. July 7, 2024, liable to retire by rotation. Further, he was also designated as Chairman of the Company. The appointment of Mr. Adil Zainulbhai was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Mr. Rahul Joshi (DIN : 07389787) was re-appointed as Managing Director of the Company for a period of 3 (three) years w.e.f. July 9, 2024, upon completion of current term of office on July 8, 2024. The re-appointment of Mr. Rahul Joshi was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Ms. Renuka Ramnath (DIN: 00147182) was appointed as an Independent Director upto July 3, 2025 and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee basis performance evaluation of Ms. Renuka Ramnath, and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by her during her tenure, has recommended to the Board that the continued association of Ms. Renuka Ramnath as Independent Director would be beneficial to the Company. Based on the above and the performance evaluation, the Board proposed the re-appointment of Ms. Renuka Ramnath as an Independent Director of the Company for a second term of 3 (three) years commencing from July 4, 2025 to July 3, 2028 (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution. Further, in the opinion of the Board, Ms. Renuka Ramnath is a person of

high integrity, expertise and experience and qualifies to be re-appointed as an Independent Director of the Company.

Mr. Dhruv Subodh Kaji (DIN: 00192559) ceased to hold office as Independent Director, upon completion of his second term as Independent Director w.e.f. November 26, 2024. The Board placed on record their appreciation for Mr. Kaji''s invaluable contribution and guidance to the Company.

Mr. Shuva Mandal (DIN: 07670535) was appointed as an Independent Director w.e.f. November 26, 2024, for a period of 5 (five) consecutive years up to November 25, 2029 at the 29^th Annual General Meeting of the Company held on December 19, 2024.

During the year under review, the following changes took place in the Key Managerial Personnel of the Company.

â¢ Mr. Ratnesh Rukhariyar resigned from the position of the Group Company Secretary and Compliance Officer and Key Managerial Personnel of the Company w.e.f. June 14, 2024.

â¢ Ms. Shweta Gupta was appointed as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company w.e.f. October 12, 2024.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Section 149(6) of the Act and the Regulation 16(1)(b) of the Listing Regulations;

(ii) they have registered their names in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs; and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company, has in place ''Policy for Selection of Directors and Determining Directors'' Independence'' and ''Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.'' These policies are put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/policies/Net work18-PolicyonSelectionofDirectors&DeterminingIndependen ce.pdf and https://www.nw18.com/reports/reports/policies/Net work18-RemunerationPolicyforDirectorsandKMP.pdf.

The Policy for Selection of Directors and Determining Directors'' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors'' independence, if the person is intended to be appointed as

independent director. There has been no change in this policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors.

The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members and effectiveness in carrying out their respective mandates.

A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

AUDITORS AND AUDIT REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W / W - 100018) were re-appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the 27^th Annual General Meeting held on September 29, 2022 to hold office till the conclusion of the 32^nd Annual General Meeting of the Company. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31^st March, 2025, forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor

In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors the Company on the recommendation of the Audit Committee appointed M/s Pramod Chauhan & Associates, Cost Accountants, (Firm''s Registration No. 000436 ) as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2024-25. The Cost Auditors will submit their report for Financial Year 2024-25 within the timeframe prescribed under the Act and rules made thereunder.

The Board, on the recommendation of Audit Committee, has re-appointed M/s Pramod Chauhan & Associates, Cost Accountants, as Cost Auditor of the Company for Financial Year 2025-26 at a remuneration of '' 6 lakh plus applicable taxes and reimbursement of out of pocket expenses. The Company has received consent from M/s Pramod Chauhan & Associates, Cost Accountants, to act as the Cost Auditor of the Company for Financial Year 2025-26, along with the certificate confirming their eligibility.

In accordance with the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor has to be ratified by the members, the Board recommends the same for approval by members at the ensuing Annual General Meeting.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report in Form No. MR - 3 for the year is annexed herewith and marked as Annexure -3.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

In accordance with the provisions of Regulation 24A of the Listing Regulations, as amended w.e.f. December 13, 2024, it is proposed to appoint M/s Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors of the Company for a period of five (5) consecutive years i.e. w.e.f. April 1, 2025 upto March 31, 2030. They are eligible for appointment and the Company has received confirmation from them that they are not

disqualified from acting as Secretarial Auditors of the Company. The Board has recommended the above appointment for the approval of members.

During the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

DISCLOSURES

(i) Meetings of the Board

During the Financial Year ended on March 31, 2025, 6 (Six) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of this Report. Further, maximum interval between two meetings of the Board of the Directors has not exceeded 120 days.

(ii) Board Committees

The Company has in place the Committee(s) as mandated under the provisions of the Act and Listing Regulations. There are currently five committees of the Board, namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Details of the Committees along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

(iii) Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has established a robust Vigil Mechanism and a Whistle - Blower Policy. The Company has constituted an Ethics & Compliance Task Force to process and investigate the protected disclosures made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimisation. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism and Whistle -Blower Policy is available on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/ policies/vigilmechanism_whistleblower_NW18_F.PDF.

3. The Company does not have any scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. No significant and / or material order was passed by any Regulator / Court / Tribunal which impacts the going concern status of the Company or its future operations.

5. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. There was no instance of one-time settlement with any Bank or Financial Institution.

7. There has been no change in the nature of business of the Company.

(iv) Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in Business Responsibility and Sustainability Report.

(v) Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the Loan or guarantee or security is proposed to be utilised by the recipients are provided in Standalone Financial Statement. Members may refer to Note nos. 5, 6 and 14 to the Standalone Financial Statement.

(vi) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

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 energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption.

For more details, please refer to relevant disclosures given in the Business Responsibility and Sustainability Report of the Company.

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 utilisation of available resources and to improve operational efficiency. The Company endeavours to leverage technology in order to conduct business in sustainable manner.

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

During the year, there has been no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review, the Company earned '' 208.35 crore of foreign exchange and used '' 98.95 crore of foreign exchange, both on actual basis.

(vii) Annual Return

The Annual Return as required under sub-section (3) of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https://www.nw18.com/reports/agm/NW18_ Annual Return_2024-25.pdf.

(viii) Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to [email protected].

GENERALDuring the year under review:

1. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme.

8. The Managing Director of the Company did not receive any salary/commission from any of the subsidiaries of the Company.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government and regulatory authorities, bankers and various stakeholders.

upon the Scheme becoming effective from October 3, 2024 and as an integral part of the Scheme, the entire authorised equity share capital of TV18 amounting to '' 1352,10,00,000

Mar 31, 2024

The Board of Directors are pleased to present the 29^th Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31,2024.

FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31,2024 is summarised below:

(''in crore)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,817.73	187.21	9,297.45	6,222.99
Profit / (Loss) Before Interest, Depreciation and Amortisation Expenses	36.70	(48.13)	143.46	320.63
Less: Interest	186.20	133.97	322.39	208.87
Depreciation and Amortisation Expenses	101.02	4.43	210.06	127.74
Profit / (Loss) Before Tax	(250.52)	(186.53)	(388.99)	(15.98)
Less: Tax Expenses* (* includes current tax, deferred tax, short /excess provision of tax relating to earlier years)	(65.11)		(64.40)	(0.23)
Profit / (Loss) for the Year	(185.41)	(186.53)	(324.59)	(15.75)
Add: Other Comprehensive Income	10.70	7.63	9.14	3.67
Total Comprehensive Income for the Year	(174.71)	(178.90)	(315.45)	(12.08)
Less: Total Comprehensive Income attributable to NonControlling Interest	-	-	(119.32)	67.62
Total Comprehensive Income Attributable to Owners of the Company	-	-	(196.13)	(79.70)
Less: Appropriation (Transfer to General Reserve)	-	-	-	-
Earnings Per Share (Basic) (in '')	(1.20)	(1.78)	(1.35)	(0.81)

Financial figures for the financial year 2023-24 are based on the Annual Financial Statements (Standalone and Consolidated) of the Company prepared pursuant to the coming into effect of the Composite Scheme of Arrangement amongst e-Eighteen.com Limited and its shareholders and creditors & TV18 Broadcast Limited and its shareholders and Creditors & Network18 Media & Investments Limited and its shareholders and Creditors ("Scheme"), under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act"). The Appointed Date for the Scheme was opening hours of April 1,2023 and the effective date was October 3, 2024. Consequently, figures for FY 2022-23 are not comparable with the figures for FY 2023-24.

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the year under review, on standalone basis, the Company recorded an operating turnover of '' 1,817.73 crore (previous year '' 187.21 crore). The profit before interest, depreciation and tax was '' 36.70 crore (previous year loss '' 48.13 crore).

The consolidated revenue from operations was '' 9,297.45 crore (previous year '' 6,222.99 crore) and profit before interest, depreciation and tax was '' 143.46 crore (previous year '' 320.63 crore).

The consolidated revenue grew by 49.40% on a consolidated basis primarily driven by growth in sports and movies verticals of entertainment subsidiary. Despite a challenging business environment during the year, on account of the continued slowdown in advertising demand, the Company delivered a strong financial performance. Leveraging the strong position of its television bouquet across markets, the Company recorded industry-leading growth in advertising revenues. The Company continued to make investments to expand its reach, improve its content offerings and other growth initiatives. At the consolidated level, Entertainment business saw a sharp jump in revenue driven primarily by sports revenues. The profitability of the business was under pressure due to high interest costs and depreciation expense.

In view of the losses, the Company does not propose to transfer any amount to the reserves.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW AND MATERIAL CHANGES FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Composite Scheme Of Arrangement

The Board of Directors of the Company had approved the Composite Scheme of Arrangement amongst e-Eighteen. com Limited ("E18") and its shareholders and creditors & TV18 Broadcast Limited ("TV18") and its shareholders and creditors & Network18 Media & Investments Limited ("Network18") and its shareholders and creditors ("Scheme").

The Scheme was approved by the Equity shareholders and unsecured creditors of these companies. The Scheme was sanctioned by Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench on September 5, 2024. The Scheme became effective from October 3, 2024 and Appointed Date was opening business hours of April 1,2023.

The Scheme inter-alia provides for the following:

(i) amalgamation of E18, a subsidiary of Network! 8 with Network18; and

(ii) amalgamation of TV18, a subsidiary of Network18 with Network18

The Scheme has consolidated into Network18, the broadcasting and digital media business of TV18 and the moneycontrol business of E18, resulting in all the businesses being housed in one listed company, i.e. Network18, with the following benefits: i. The shareholders of all the three companies, Network18, E18 and TV18, will be able to participate in the consolidated businesses of the group.

ii. The combination of the businesses of TV18, E18 and Network18 will result in operational synergies, cost optimization and increased revenue realisation.

The Scheme is in the interest of all the companies involved and their respective stakeholders.

Change in Share Capital a. Authorised Share Capital:

I n terms of the Scheme, the Authorised Share Capital of the Company stood altered, re-classified and increased as under:

a) Authorised Share Capital

Particulars	Amount in INR
Authorised Share Capital
7,00,00,00,000 equity shares of '' 5 each	3500,00,00,000
67,35,20,000 preference shares of '' 10 each	673,52,00,000
Total	4173,52,00,000

(b) Paid up Share Capital :

In terms of the Scheme, the Board of Directors of the Company shall allot 49,50,51,499 equity shares of '' 5/- each to the shareholders of TV18 and E18 whose names appear in the Register of Members and / or records of depositories as on the Record Date i.e., October 16, 2024 fixed for the said purpose.

Application shall also be made for listing of these shares on BSE Limited and National Stock Exchange of India Limited.

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report except as above.

CHANGE IN NATURE OF BUSINESS

Upon the Scheme becoming effective, the broadcasting and digital media business of TV18 and the moneycontrol business of E18, stood consolidated into Network18, resulting in all the businesses being housed in one listed company, Network18, w.e.f. the appointed date i.e. April 1,2023.

DIVIDEND

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is put up on the Company''s website and can be accessed at https://www.nw18. com/reports/reports/policies/Dividend%20Distribution%20 Policy_NW18.pdf.

There has been no change in this policy during the year under review.

DEPOSITS

The Company has discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. The amount of deposits and interest that remained unclaimed has already been transferred to the Investor Education and Protection Fund except an amount of '' 0.04 crore against unclaimed deposit pertaining to TV18 which is held in abeyance due to pending legal case.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

CREDIT RATING

The Company has obtained credit rating for its Borrowing Programme viz. Long-term / Short-term, Fund based / Non-fund based Facility limits and Commercial Paper Programme from CARE Ratings Limited, ICRA Limited and India Ratings & Research Private Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Act and Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the Audited Consolidated Financial Statement forms part of the Annual Report.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

The development in business operations / performance of the major Subsidiaries / Joint Ventures / Associate Companies during the Financial Year 2023-24, forms part of the Management Discussion and Analysis Report.

During the year under review, Viacom 18 Media Private Limited ("Viacom18"), a subsidiary of the Company, along with Reliance Industries Limited ("RIL") and The Walt Disney Company announced the signing of binding definitive agreements to form a joint venture ("JV") that will combine the businesses of Viacom18 and Star India Private Limited ("Star India"). As part of the transaction, the media undertaking of Viacom18 will

be merged into Star India as per the Scheme of Arrangement approved by ''NCLT'' RIL has agreed to invest at closing, '' 11,500 crore into the JV for its growth strategy.

Further, during the year under review, Digital18 Media Limited ceased to be a wholly owned subsidiary of the Company, however it continues to be the subsidiary of the Company. Further, TV18 and E18 ceased to be Subsidiaries of the Company consequent upon the Scheme coming into effect.

The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto are put up on the Company''s website and can be accessed at https://www.nw18.com/ annualReport#network18. The Financial Statement of the subsidiaries of the Company are also put up on the Company''s website and can be accessed at https://www.nw18.com/finance-subsidiary#network18

The Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the website of the Company and can be accessed at https://www.nw18.com/ reports/reports/policies/Network18-PolicyfordeterminingMater ialSubsidiaries.pdf.

SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, 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, 2024, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, 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 31,2024 and of the 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) t he Directors have prepared the annual accounts of the Company for the Financial Year ended March 31,2024 on a ''going concern'' basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls 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.

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 Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report. Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is available on the Company''s website and can be accessed at https://www.nw18.com/reports/NW18_ BRSR_2023-24.pdf

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company''s website and can be accessed at https:// www.nw1 8.com/reports/reports/policies/NW18_RPT%20 Policy_03.05.2022.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note no. 37 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy'' ("CSR Policy"). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year.

The CSR policy of the Company can be accessed at https:// www.nw18.com/reports/reports/policies/Network18%20-%20 Policy%20on%20Corporate%20Social%20Responsibility.pdf

In terms of Company''s CSR objectives and policy, the focus areas of engagement are as under:

â¢ Preserve, protect and promote art, culture and heritage.

â¢ Ensuring environmental sustainability, ecological balance and protection of flora and fauna.

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

The Company''s average net profit for the three immediately preceding financial years is negative. Hence, in terms of the Act, the Company was not required to spend any amount on CSR activities.

However, during the year under review, TV18 spent '' 2.76 crore which is more than 2% of its average net profit of last three financial years, on (a) Initiatives aimed at protection of National heritage, art and culture through Reliance Foundation''s Swadesh Programme and (b) Sustainable Livelihood Programme in rural areas.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility for overseeing implementation / monitoring of risk management plan and policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

Further details on risk management activities are covered in Management Discussion and Analysis Report, which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Audit Committee reviews adequacy and effectiveness of Company''s internal controls and monitors the implementation of audit recommendations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul Joshi, retires by rotation at ensuing Annual General Meeting ("AGM") of the Company. The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Rahul Joshi as Managing Director of the Company for a period of 3 (three) years with effect from July 9, 2024, as his current term of office was up to July 8, 2024. The re-appointment of Mr. Rahul Joshi was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Mr. Rajiv Krishan Luthra, ceased to be a Director of the Company due to his unfortunate demise on May 10, 2023. The Board places on record its appreciation and gratitude for the valuable contribution provided during his tenure as Independent Director of the Company.

Mr. Adil Zainulbhai ceased to hold office as Independent Director, upon completion of his second term as Independent Director w.e.f. July 6, 2024. However, for the Company to continue benefiting from Mr. Adil Zainulbhai''s guidance in future, he was appointed as an Additional Director (Non-Executive NonIndependent Director) with effect from July 7, 2024, liable to retire by rotation. Further, he was also designated as Chairman of the Company. The Appointment of Mr. Adil Zainulbhai was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Ms. Renuka Ramnath was appointed as an Additional Director (Independent) w.e.f. July 4, 2024, for a period of 1 (one) year upto July 3, 2025. The appointment of Ms, Renuka Ramnath was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Ms. Bhama Krishnamurthy resigned as an Independent Director w.e.f. July 4, 2024, as upon the merger of TV18, the Company will be owning broadcasting channels and only persons having clearance from Ministry of Information and Broadcasting (MIB) can be the directors of the Company. All members of the Board of the Company except her had clearance from MIB. In this connection, the Board decided to appoint Ms. Renuka Ramnath (an independent director on the Board of TV18 having MIB clearance) on the Board of the Company in her place. Accordingly, Ms. Bhama Krishnamurthy tendered her resignation as an Independent Director of the Company with effect from July 4, 2024 and also confirmed that there are no other material reasons for her resignation other than as stated above and the same was furnished to the stock exchanges. The Board places on record its appreciation for the valuable contribution made by her during her tenure as an Independent Director of the Company.

Mr. Ratnesh Rukhariyar ceased to be Company Secretary and Compliance Officer of the Company w.e.f. June 14, 2024.

The Nomination and Remuneration Committee and Board of Directors have recommended above appointments / reappointments for the approval of the shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations;

(ii) they have registered their names in the Independent Directors'' Databank; and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company, has in place ''Policy for Selection of Directors and Determining Directors'' Independence'' and ''Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.'' These policies are put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/policies/ Networkl 8-PolicyonSelectionofDirectors&DeterminingInde pendence.pdf and https://www.nw18.com/reports/reports/ policies/Network18-RemunerationPolicyforDirectorsandKMP. pdf.

PERFORMANCE EVALUATION

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The consolidated report on performance evaluation was reviewed by the Chairperson of the Board and feedback was given to Directors.

AUDITORS AND AUDITORS'' REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W / W - 100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the AGM held on September 29, 2022. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements 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, adverse remark or disclaimer.

Cost Auditor

In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2023-24. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2024-25.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024, is annexed with this report and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DISCLOSURES

(i) Meetings of the Board

During the Financial Year ended on March 31,2024, 6 (Six) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Ms. Renuka Ramnath and Mr. Adil Zainulbhai. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

(iii) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. Rahul Joshi.

(iv) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Ms. Renuka Ramnath and Mr. Adil Zainulbhai.

(v) Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.

GENERAL

During the year under review:

1. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employee Stock Option Schemes of the Company are exercised by them directly.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. No significant and / or material order was passed by any Regulator / Court / Tribunal which impacts the going concern status of the Company or its future operations.

5. No fraud has been reported by Auditors to the Audit Committee or the Board.

(vi) Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has established a robust Vigil Mechanism and a Whistle - Blower Policy. The Company has constituted an Ethics & Compliance Task Force to process and investigate the protected disclosures made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimisation. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism and Whistle - Blower Policy is available on the Company''s website and can be accessed at https:// www.nwl 8.com/reports/reports/policies/vigilmechanism_ whistleblower_NW18_F.PDF.

(vii) Prevention of Sexual Harassment at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in Business Responsibility and Sustainability Report.

(viii) Particulars of Loans given, Investments made, Guarantees given and Securities provided

(ix) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

a) Conservation of Energy

For more details, please refer to relevant disclosures given in the Business Responsibility and Sustainability Report of the Company.

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 utilisation of available resources and to improve operational efficiency. The Company endeavours to leverage technology in order to conduct business in sustainable manner. The Company is not engaged in manufacturing activities, therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

During the year, there has been no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review, the Company earned '' 150.79 crore of foreign exchange and used '' 104.15 crore of foreign exchange, both on actual basis.

(x) Annual Return

The Annual Return of the Company as on March 31,2024 is available on the Company''s website and can be accessed at https://www.nw18.com/reports/NW18_Annual_

Return_2023-24.pdf

(xi) Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report.

6. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT

For and on behalf of the Board of Directors Adil Zainulbhai

Date: October 12, 2024 Chairman

Mar 31, 2023

The Board of Directors are pleased to present the 28^th Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2023 is summarized below:

(Rs. in crore)
Particulars	Standalone		Consolidated
	2022-23	2021-22 \|	2022-23	2021-22
Revenue from Operations	187.21	167.33	6,222.99	5,880.19
Profit/(Loss) Before Interest, Depreciation and Amortisation Expenses	(48.13)	13.86	320.63	1,155.41
Less: Interest	133.97	98.63	208.87	96.60
Depreciation and Amortisation Expenses	4.43	5.30	127.74	119.54
Profit/(Loss) Before Tax	(186.53)	(90.07)	(15.98)	939.27
Less: Tax Expenses* (* includes current tax, deferred tax, short /excess provision of tax relating to earlier years)			(0.23)	101.62
Profit/(Loss) for the Year	(186.53)	(90.07)	(15.75)	837.65
Add: Other Comprehensive Income	7.63	(4.29)	3.67	3.47
Total Comprehensive Income for the Year	(178.90)	(94.36)	(12.08)	841.12
Less: Total Comprehensive Income attributable to Non- Controlling Interest			67.62	632.94
Total Comprehensive Income Attributable to Owners of the Company			(79.70)	208.18
Less: Appropriation (Transfer to General Reserve)
Earnings Per Share (Basic) (in '')	(1.78)	(0.86)	(0.81)	2.00

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, on standalone basis, the Company recorded an operating turnover of ? 187.21 crore (previous year 167.33 crore). The loss before interest, depreciation and tax was ? 48.13 crore (previous year profit ? 13.86 crore).

The consolidated revenue from operations was ? 6,222.99 crore (previous year ? 5,880.19 crore) and profit before interest, depreciation and tax was ? 320.63 crore (previous year ? 1,155.41 crore).

The revenue of the Company grew by 12% on standalone basis driven by growth in digital advertising revenue. The consolidated revenue grew by 6% on consolidated basis primarily driven by growth in sports and movies verticals of entertainment subsidiary.

Business environment during the year was challenging due to a sharp slowdown in advertising demand on television. High inflation, weak macro-economic environment and a sharp drop in venture capital funding, forced brands to reduce marketing spends, posing a challenge to advertising growth. The Company continued to invest in growth initiatives, which led to a sharp increase in operating costs. In News business, scaling up of editorial and technology teams was the main driver of increase in costs. In the Entertainment business, investments were primarily focused on expanding and improving content offering. The profitability of the business was impacted as growth in costs significantly outpaced the growth in revenues.

In view of the losses, the Company does not propose to transfer any amount to the reserves.

DIVIDEND

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is put up on the Company''s website and can be accessed at https://www.nw18. com/reports/reports/policies/Dividend%20Distribution%20 Policy_NW18.pdf.

There has been no change in this policy during the year under review.

DEPOSITS

The Company had discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company had repaid all fixed deposits and interest thereon. Amount of deposits and interest that remained unclaimed has already been transferred to Investor Education and Protection Fund.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CREDIT RATING

The Company has obtained credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits and Commercial Paper Programme from CARE Ratings Limited, ICRA Limited and India Ratings & Research Private Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations read with Ind AS 110 -Consolidated Financial Statements, Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the Audited Consolidated Financial Statement forms part of the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The development in business operations/performance of the major Subsidiaries/ Joint Ventures/ Associate Companies during the Financial Year 2022-23, forms part of the Management Discussion and Analysis Report.

A statement providing details of performance and salient features of Financial Statements of Subsidiaries/ Joint Ventures/ Associate Companies, as per Section 129(3) of the Act, is provided as Annexure to the Consolidated Financial Statement and therefore not repeated in this report to avoid duplication. The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto are put up on the Company''s website and can be accessed at https://www.nw18.com/ annualReport#network18 The Financial Statement of the subsidiaries of the Company are also put up on the Company''s website and can be accessed at https://www.nw18.com/finance-subsidiary#network18.

SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, 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, 2023, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, 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, 2023 and of the 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 Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) t he Directors have prepared the annual accounts of the Company for the Financial Year ended March 31, 2023 on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls 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.

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company''s website and can be accessed at https:// www.nw18.com/reports/reports/policies/NW18_RPT%20 Policy_03.05.2022.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note no. 39 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY

The CSR policy of the Company can be accessed at https:// www.nw18.com/reports/reports/policies/Network18%20-%20 Policy%20on%20Corporate%20Social%20Responsibility.pdf.

In terms of Company''s CSR objectives and policy, the focus areas of engagement are as under:

â¢ Preserve, protect and promote art, culture and heritage.

â¢ Ensuring environmental sustainability, ecological balance and protection of flora and fauna.

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

The Company has not yielded any profits during the previous three financial years. Hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

RISK MANAGEMENT

Further details on risk management activities are covered in Management Discussion and Analysis Report, which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal financial controls to safeguard and protect the Company 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 the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company''s internal controls and monitors the implementation of audit recommendations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Jyoti Deshpande, retires by rotation at ensuing Annual General Meeting ("AGM") of the Company.

The Nomination and Remuneration Committee and Board of Directors have recommended her re-appointment for the approval of the shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations;

(ii) they have registered their names in the Independent Directors'' Databank; and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company, has in place ''Policy for Selection of Directors and Determining Directors'' Independence'' and ''Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.'' These policies are put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/policies/ Network18-PolicyonSelectionofDirectors&DeterminingInde pendence.pdf and https://www.nw18.com/reports/reports/ policies/Network18-RemunerationPolicyforDirectorsandKMP. pdf.

PERFORMANCE EVALUATION

AUDITORS AND AUDITORS'' REPORTS Statutory Auditors

Cost Auditor

In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2022-23. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2023-24.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31,2023, is annexed with this report and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DISCLOSURES(i) Meetings of the Board

During the Financial Year ended on March 31, 2023, 6 (Six) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Ms. Bhama Krishnamurthy and Mr. P.M.S. Prasad. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

(iii) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad.

(iv) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. Adil Zainulbhai and Mr. P.M.S. Prasad.

(v) Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.

(vi) Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has established a robust Vigil Mechanism and a Whistle -Blower Policy. The Company has constituted an Ethics & Compliance Task Force to process and investigate the protected disclosures 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 Vigil Mechanism and Whistle - Blower Policy is available on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/ policies/vigilmechanism_whistleblower_NW18_F.PDF.

(vii) Prevention of Sexual Harassment at Workplace

(viii) Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the recipients are provided in Standalone Financial Statement. Members may refer to Note nos. 5, 6, 14, 39 and 45 to the Standalone Financial Statement.

(ix) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

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 evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is 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. The Company endeavours to leverage technology in order to conduct business in sustainable manner. The Company is not engaged in manufacturing activities, therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

During the year, there has been no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review, the Company earned '' 40.03 crore of foreign exchange and used '' 5.03 crore of foreign exchange, both on actual basis.

(x) Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://www.nw18.com/reports/agm/NW18_Annual_ Return_2022-23.pdf.

(xi) Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

GENERAL

During the year under review:

1) The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

2) The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employee Stock Option Schemes of the Company are exercised by them directly.

3) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4) No significant and/or material order was passed by any Regulator/Court/Tribunal which impacts the going concern status of the Company or its future operations.

5) No fraud has been reported by Auditors to the Audit Committee or the Board.

6) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7) There was no instance of one-time settlement with any Bank or Financial Institution.

8) There has been no change in the nature of business of the Company.

ACKNOWLEDGMENT

For and on behalf of the Board of Directors

Adil Zainulbhai

Date: April 17, 2023 Chairman

Mar 31, 2022

The Board of Directors are pleased to present the 27^th Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31,2022.

FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31,2022 is summarized below:

('' in crore)
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	167.33	118.55	5,880.19	4,705.11
Profit/(Loss) Before Interest, Depreciation and Amortisation Expense	13.86	(23.58)	1,155.41	815.70
Less: Interest	98.63	102.51	96.60	157.12
Depreciation and Amortisation Expense	5.30	6.65	119.54	146.81
Profit/(Loss) Before Tax	(90.07)	(132.74)	939.27	511.77
Less: Tax Expenses* (* includes current tax, deferred tax, short /excess provision of tax relating to earlier years)			101.62	(34.82)
Profit/(Loss) for the Year	(90.07)	(132.74)	837.65	546.59
Add: Other Comprehensive Income	(4.29)	(4.72)	3.47	1.50
Total Comprehensive Income for the Year	(94.36)	(137.46)	841.12	548.09
Less: Total Comprehensive Income attributable to Non- Controlling Interest	-	-	632.94	517.72
Total Comprehensive Income Attributable to Owners of the Company	-	-	208.18	30.37
Less: Appropriation (Transfer to General Reserve)	-	-	-	-
Earnings Per Share (Basic) (in '')	(0.86)	(1.27)	2.00	0.31

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, on standalone basis, the Company recorded an operating turnover of ? 167.33 crore (previous year ? 118.55 crore). The profit before interest, depreciation and tax was ? 13.86 crore (previous year loss ? 23.58 crore).

The consolidated revenue from operations was ? 5,880.19 crore (previous year ? 4,705.11 crore) and Profit Before interest, depreciation and tax was ? 1,155.41 crore (previous year ? 815.70 crore).

The business successfully navigated the continued challenges posed by the COVID-19 pandemic and posted an improvement

in operating profits across all its business lines. The reduction in standalone losses are on account of growth in digital revenues driven by increasing traction of its digital platforms. At the consolidated level, both TV news and Entertainment verticals saw a sharp year on year growth in revenues, driven primarily by advertising. Despite the new waves of pandemic, lockdowns were localised and economic activity remained largely stable through the year, leading to a growth in advertising spends. Accompanied with continued cost controls, both the businesses delivered strong operating profits and margins.

In view of the losses, the Company does not propose to transfer any amount to the reserves.

The outbreak of COVID-19 pandemic had caused significant disturbance and slowdown of economic activity in Financial Year 2020-21, and to a smaller extent in Financial Year 2021-22. As we exit Financial Year 2021-22, the impact of pandemic on business seems minimal but the possibility of cases rising again in the future remains. In assessing the recoverability of Company''s assets such as Goodwill, Financial Assets and Non-Financial Assets, the Company has considered internal and external information. The Company has evaluated impact of this pandemic on its business operations and based on its review and current indicators of future economic conditions, there is no significant impact on its standalone financial results and the Company expects to recover the carrying amount of all its assets.

DIVIDEND

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is put up on the Company''s website and can be accessed at https://www.nw18. com/reports/reports/policies/Dividend%20Distribution%20 Policy_NW18.pdf

There has been no change in this policy during the year under review.

DEPOSITS

The Company had discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company had repaid all fixed deposits and interest thereon. As on March 31, 2022, deposits and interest thereon aggregating to ? 1.14 crore was unclaimed which has been subsequently transferred to Investor Education and Protection Fund.

MATERIAL CHANGES FROM THE END OFTHE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CREDIT RATING

The Company has obtained credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits and Commercial Paper Programme from CARE Ratings Limited, ICRA Limited and India Ratings & Research Private Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the Audited Consolidated Financial Statement forms part of the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The development in business operations/performance of the major Subsidiaries/ Joint Ventures/ Associate Companies during the Financial Year 2021-22, forms part of the Management Discussion and Analysis Report.

Further, on April 27, 2022, Viacom18 Media Private Limited ("Viacom18"), a subsidiary of the Company along with Reliance Projects & Property Management Services Limited ("RPPMSL"), a wholly-owned subsidiary of Reliance Industries Limited announced a partnership with Bodhi Tree Systems ("BTS"), which is a platform of James Murdoch''s Lupa Systems and Uday Shankar, to accelerate Viacom18''s growth journey of becoming one of India''s largest TV and digital streaming companies. As part of the partnership, JioCinema will be transferred to Viacom18 along with a cash infusion of '' 13,500 crore by BTS and '' 1,645 crore by RPPMSL.

The Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the website of the Company and can be accessed at https://www.nw18.com/reports/ reports/policies/Network18-PolicyfordeterminingMaterialSubsidia ries.pdf

SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, 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, 2022, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, 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 31,2022 and of the loss of the Company for the year ended on that date;

iv) the Directors have prepared the annual accounts of the Company for the Financial Year ended March 31,2022 on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls 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.

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.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is attached as part of the Annual Report. This report, inter-alia, contains initiatives w.r.t. stakeholder relationship, customer relationship, sustainability, health and safety.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note no. 39 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy''("CSR Policy"). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year.

The CSR policy of the Company can be accessed at https:// www.nw18.com/reports/reports/policies/Network18%20-%20 Policy%20on%20Corporate%20Social%20Responsibility.pdf

In terms of Company''s CSR objectives and policy, the focus areas of engagement are as under:

â¢ Preserve, protect and promote art, culture and heritage.

â¢ Ensuring environmental sustainability, ecological balance and protection of flora and fauna.

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

The Company has not yielded any profits during the previous three financial years. Hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility for Overseeing implementation / Monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

Further details on Risk Management activities are covered in Management Discussion and Analysis Report, which forms part of the Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the Company 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 the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementation of audit recommendations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. P.M.S. Prasad, Director, retires by rotation at ensuing Annual General Meeting ("AGM") of the Company.

The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations;

(ii) they have registered their names in the Independent Directors'' Databank; and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company, has in place ''Policy for Selection of Directors and determining Directors'' Independence'' and ''Remuneration Policy for Directors, Key Managerial Personnel and other employees.'' These policies are put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/policies/ Network18-PolicyonSelectionofDirectors&DeterminingIndepen dence.pdf and https://www.nw18.com/reports/reports/policies/ Network18-RemunerationPolicyforDirectorsandKMP.pdf.

The Policy for Selection of Directors and determining Directors'' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors'' independence, if the person is intended to be appointed as independent director. There has been no change in this policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review.

PERFORMANCE EVALUATION

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.

AUDITORS AND AUDITORS'' REPORTS

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W / W - 100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the AGM held on September 25, 2017. The term of the office of Statutory Auditors is expiring at the conclusion of the ensuing AGM.

It is proposed to re-appoint Deloitte Haskins & Sells LLP, Chartered Accountants as Statutory Auditors of the Company from the conclusion of 27^th AGM till the conclusion of 32^nd AGM of the Company. They are eligible for re-appointment and the Company has received confirmation from them to the effect that they are not disqualified from acting as Auditors of the Company.

Cost Auditor

In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2021-22. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2022-23.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31,2022, is annexed with this report and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DISCLOSURES

(i) Meetings of the Board

During the Financial Year ended on March 31,2022, 4 (Four) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Ms.Bhama Krishnamurthy and Mr. P.M.S. Prasad. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

(iii) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad.

(iv) Nomination and Remuneration Committee

The Nomination Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. Adil Zainulbhai and Mr. P.M.S. Prasad.

6) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7) There was no instance of one-time settlement with any Bank or Financial Institution.

8) There has been no change in the nature of business of the Company.

ACKNOWLEDGMENT

For and on behalf of the Board of Directors

Date: May 3, 2022 Adil Zainulbhai

Place: Mumbai Chairman

(v) Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.

(vi) Vigil Mechanism

The Company promotes ethical behavior 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 the protected disclosures 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 the Company''s website and can be accessed at https://www.nw18.com/reports/reports/policies/ vigilmechanism_whistleblower_NW18_F.PDF

(vii) Prevention of Sexual Harassment at Workplace

(viii) Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the recipients are provided in Standalone Financial Statement. Members may refer to Note nos. 5, 6, 14, 39 and 45 to the Standalone Financial Statement.

(ix) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

a) Conservation of Energy

Further, use of low energy consuming LED lightings is 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. The Company is not engaged in manufacturing activities therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

During the year, there has been no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review, the Company earned '' 32.39 crore of foreign exchange and used '' 4.66 crore of foreign exchange, both on actual basis.

(x) Annual Return

The Annual Return of the Company as on March 31,2022 is available on the Company''s website and can be accessed at https://www.nw18.com/reports/reports/Notices%20and%20 EventsMnnual_Return_2021-22.pdf

(xi) Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

GENERAL

During the year under review:

1) The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

3) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4) No significant and/or material order was passed by any Regulator/Court/Tribunal which impacts the going concern status of the Company or its future operations.

5) No fraud has been reported by Auditors to the Audit Committee or the Board.

Mar 31, 2018

BOARD''S REPORT

Dear Members,

The Board of Directors are pleased to present the 23^rd Annual Report and the Company''s Audited Financial Statement for the financial year ended March 31, 2018.

Financial Results

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2018 is summarized below:

(Rs, in crore)

Particulars	Standalone		Consolidated
	2017-18 \|	2016-17	2017-18 \|	2016-17
Revenue from operations	70.36	66.86	1839.00	1491.04
Profit / (loss) before interest and depreciation	20.95	(39.75)	72.43	(101.09)
Less: Interest	77.55	70.37	96.24	80.17
Depreciation	7.88	8.53	88.74	79.90
Profit/(loss) before tax	(64.48)	(118.65)	(112.55)	(261.16)
Less: Tax Expenses* (* includes current tax, deferred tax, short/ excess provision of tax relating to earlier years)		0.04	61.93	9.63
Profit/(loss) for the year	(64.48)	(118.69)	(174.48)	(270.79)
Add: Other Comprehensive Income	1.27	0.14	7.35	9.96
Total Comprehensive Income for the Year	(63.21)	(118.55)	(167.13)	(260.83)
Less: Total Comprehensive Income attributable to Non Controlling Interest (recovery)			(17.65)	(41.78)
Total Comprehensive Income Attributable to Owners of the Company			(149.48)	(219.05)
Less: Appropriation (Transfer to General Reserve)	-	-	-	-
Earnings Per Share (Basic) (in Rs,)	(0.62)	(1.13)	(1.49)	(2.25)

Results of operations and the State of Company''s affairs

During the year under review, the Company recorded an operating turnover of Rs, 70.36 crore (previous year Rs, 66.86 crore). The consolidated revenue from operations was Rs, 1839.00 crore as against Rs, 1491.04 crore in previous year. The Profit before interest, depreciation and tax (PBIDT) on standalone basis stood at Rs, 20.95 crore.

The Company consolidated its operations and continued to enhance its prominence in the Media and Entertainment sector during a challenging year for the industry. Despite competitive pressures, the Company reported revenue from operation of Rs, 1,839 crore and PBIDT of Rs, 72.43 crore on a consolidated basis.

Dividend

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is annexed as Annexure I to this Report.

Deposits

The Company has discontinued accepting fresh Fixed Deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. However, as on March 31, 2018, deposits including interest thereon aggregating to Rs, 2.16 crore remained unclaimed.

Scheme of Merger

The Scheme for Merger by Absorption (the "Scheme") for merger of Digital 18 Media Limited, Capital18 Fincap Private Limited, RVT Fin hold Private Limited, RRK Finhold Private Limited, RRB Investments Private Limited, Setpro18 Distribution Limited, Reed Infomedia India Private Limited, Web18 Software Services Limited, Television Eighteen Media and Investments Limited, Television Eighteen Mauritius Limited, Web18 Holdings Limited, E18 Limited and Network18 Holdings Limited into Network18 Media & Investments Limited with appointed date as 1^st April, 2016, has been filed with National Company Law Tribunal, Mumbai Bench (NCLT), for approval. The Company has decided to continue Colosceum Media Private Limited, a wholly owned subsidiary of the Company and has filed the Scheme accordingly. Upon receipt of approval, the scheme shall be given effect to, in the financial statements of the Company.

The aforesaid Scheme was filed with NCLT post receipt of ''No Objection'' from Reserve Bank of India for merger of Company''s foreign subsidiaries with the Company.

Material Changes Affecting the Company

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report .There has been no change in the nature of business of the Company.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section forming part of the Annual Report

Credit Rating

CARE Ratings Limited (CARE) - the Credit Rating Agency, has assigned following Credit Ratings to the Company:

Particulars

Ratings

Long Term/Short Term Bank CARE AAA; Stable/CARE A1 Facilities of Rs, 1000 crore (Triple A);

Outlook: Stable/A One Plus

Commercial Paper issue of CARE A1 (A One Plus)

Rs, 1500 Crore

ICRA Limited - the Credit Rating Agency, has assigned following Credit Ratings of he Company:

Particulars	Ratings
Long-term Borrowings	of [ICRA] AAA (pronounced	ICRA
Rs, 500 crore	triple A)
	Outlook: Stable
Long-term /short-term fund Long-term - [ICRA]		AAA
/non-fund based limits	of (pronounced as ICRA triple A);
Rs, 500 crore	Outlook: Stable
	Short-term - [ICRA]	A1
	(pronounced as ICRA A One Plus)
Commercial Paper issue	of [ICRA] A1 (pronounced as	ICRA
Rs, 1500 crore	A One Plus)

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India ("SEBI").

The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations 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 Listing Regulations is attached to the Corporate Governance Report.

Business Responsibility Report

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company, Mr. P.M.S. Prasad, Non-Executive Director, retires by rotation at ensuing Annual General Meeting of the Company.

Ms. Jyoti Deshpande was appointed as an Additional Director (Non-Executive) w.e.f. March 21, 2018 and she shall hold office as an Additional Director of the Company up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her candidature for appointment at the ensuing Annual General Meeting as a Non-executive Director, liable to retire by rotation.

The aforesaid re-appointment and appointment has been recommended by the Nomination and Remuneration Committee and Board of Directors of the Company.

Mr. Adil Zainulbhai and Mr. Deepak Shantilal Parekh were appointed as Independent Directors of the Company for a period of 5 years and their first term of office as Independent Director will expire on July 6, 2019. Based on recommendation of the Nomination and Remuneration Committee, the Board has recommended their respective re-appointments for a second term of 5 consecutive years upon expiry of their first term on July 6, 2019.

During the year under review, Mr. K. R. Raja, Non-Executive Director, resigned from the Directorship of the Company w.e.f. March 21, 2018. The Board places on record its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act read with Regulation 16 of Listing Regulations.

Save and except aforementioned, there was no other change in Directors and Key Managerial Personnel of the Company.

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

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

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

Performance Evaluation

The Company has formulated a policy for performance evaluation of Independent Directors, Board, Committees and other individual directors. The evaluation process inter-alia considers attendance at meetings, acquaintance with business, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.

On the basis of aforesaid policy, the process of performance evaluation of the Board, Committee, Individual Directors (including Independent Directors) and Chairperson was carried out. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.

Consolidated Financial Statement

In accordance with the provisions of the Act, the Listing Regulations and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31

- Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries / Joint Ventures / Associate Companies

The development in business operations/performance of the major subsidiaries/ Joint Ventures / Associate Companies, forms part of the Management''s Discussion and Analysis Report.

During the year under review, NW18 HSN Holdings Plc, Cyprus and TV18 Home Shopping Network Limited ceased to be subsidiaries of the Company and became associate companies of the Company.

The performance and financial information of the Subsidiary Companies / Joint Ventures / Associate Companies is provided as Annexure to the Consolidated Financial Statement.

The audited Financial Statement including the Consolidated Financial Statement and related information of the Company are available on Company''s website, www.network18online.com. The financial statement of each of the subsidiaries of the Company may also be accessed at Company''s website www.network18online.com. These documents will also be available for inspection on all working days (i.e. except Saturdays, Sundays and Public Holidays) during business hours at registered office of the Company.

The Company has formulated a policy for determining Material Subsidiaries and the same is placed on the website at http:// www.network18online.com/reports/policies/Policy%20for%20 determining%20Material%20Subsidiaries1 .pdf.

Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 of the Act, 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, 2018, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, 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, 2018 and of the loss of the Company for the year ended on that date;

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2018 on a ''going concern'' basis;

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

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

Number of Meetings of the Board

During the financial year ended on March 31, 2018, five (5) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Ms. Nirupama Rao and Mr. P.M.S. Prasad. During the year all the recommendations made by the Audit Committee were accepted by the Board.

Risk Management

The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks will be mitigated.

Further details on Risk Management are given in report on Management''s Discussion and Analysis Report, which forms part of the Annual Report.

Internal Financial Controls

The Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementations of audit recommendations.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad. The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy''

The CSR policy of the Company is available on its website and may be accessed at the link: http://www.network18online. com/reports/policies/Network18%20-%20Policy%20on%20 Corporate%20Social%20Responsibility.pdf

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

- Addressing identified needs of the unprivileged through initiatives directed towards 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 flora and fauna.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

The Company has not yielded any profits during the previous three financial years. Hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

Vigil Mechanism

The Company promotes ethical behavior 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 the Company''s website and may be accessed at the link: http:// www.network18online.com/reports/policies/vigilmechanism whistleblower NW18 F.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 Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transaction was 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 or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and on dealing with Related Party Transactions is posted on the Company''s website and may be accessed at the link: http://www.network18online.com/reports/ policies/Policy%20of%20Materiality%20of%20Related%20 Party%20Transactions%20and%20on%20Dealing%20with%20 Related%20Party%20Transactions%20new.pdf

The details of the transactions with Related Parties are provided in Note No. 32 to the standalone financial statements.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Details of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the recipients are provided in Standalone Financial Statement. Please refer Note No. 2, 3, 7, 11, 32 and 34 to the standalone financial statement.

Auditor and Auditors'' Report

Statutory Auditor

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn No.117366W/W-100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the Annual General Meeting held on September 25, 2017. The Company has received confirmation from them to the effect that they are not disqualified for holding the office of the Auditors.

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, adverse remark or disclaimer.

Cost Auditor

The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18 for conducting the audit of the Cost Records of the Company.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed with this report and marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Particulars of Employees and Related Information

The information required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forms part of this report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also form part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company on all working days during working hours and any member interested in obtaining such information may write to the Company Secretary and the same shall be furnished on request.

Extract of Annual Return

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

a) Conservation of Energy

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

During the year, there is no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review the Company earned Rs, 5.32 crore of foreign exchange and used Rs, 4.31 crore of foreign exchange, both on actual basis.

General

During the year under review:

1. The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employee Stock Option Schemes of the Company are either exercised by them directly or through their appointed proxy.

3. No significant and/or material order was passed by any Regulator/ Court/Tribunal which impacts the going concern status of the Company or its future operations.

4. No fraud has been reported by Auditors to the Audit Committee or the Board.

Acknowledgment

The Board of Directors wish to place on record their appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, joint venture partners/ associates, investors, government authorities, bankers and various stakeholders.

For and on behalf of the Board of Directors

Place: Mumbai Adil Zainulbhai

Date: April 24, 2018 Chairman

Mar 31, 2017

Dear Members,

The Board of Directors are pleased to present the 22^nd Annual Report and the Company''s audited Financial Statement for the financial year ended March 31, 2017.

Financial Results

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2017 is summarized below:

(Rs, in crore)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Revenue from operations	66.86	67.30	1491.03	1527.29
Profit / (loss) before interest and depreciation	(39.75)	(16.42)	(101.08)	237.18
Less:Interest	70.37	52.83	80.17	66.82
Depreciation	8.53	5.83	79.90	57.72
Profit/(loss) before tax	(118.65)	(75.09)	(261.15)	112.64
Less: Current Tax	-	-	30.34	15.03
Deferred Tax	0.04	0.00	(20.70)	1.4(
profit/(loss) for the year	(118.69)	(75.09)	(270.79)	96.21
Add: Other Comprehensive Income	0.14	(2.18)	9.96	2.59
total Comprehensive Income for the Year	(118.55)	(77.27)	(260.83)	98.80
Less: Total Comprehensive Income attributable to Non Controlling Interest (recovery)			(41.78)	79.33
total Comprehensive Income attributable to owners of the Company			(219.05)	19.47
Less: Appropriation Transfer to General Reserve	-	-	-
earnings per share (Basic) (In Rs,)	(1.13)	(0.72)	(2.25)	0.2:

Figures for financial year 2015-16 have been restated as per Indian Accounting Standards (Ind AS) and therefore may not be comparable with financials for financial year 2015-16 approved by the Board of Directors and disclosed in the financial statement of previous year.

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) on February 16, 2015 notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 1, 2016.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note No. 42 in the notes to accounts in Standalone Financial Statement and Note 41 in the notes to accounts in the Consolidated Financial Statement.

results of operations and the state of Company''s affairs

During the year under review, the Company recorded an operating turnover of Rs, 66.86 crore (previous year Rs, 67.30 crore). The consolidated revenue from operations was Rs, 1491.04 crore as against Rs, 1527.30 crore in previous year. The loss before interest, depreciation and tax on standalone basis stood at Rs, 118.65 crore.

The Company improved its market-standing and continued investing for growth in what was a challenging year for the media industry. Sustained investments into new businesses and entry into more regional markets impacted the financial performance.

Dividend

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is annexed as Annexure I to this Report.

Deposits

The Company has discontinued accepting fresh Fixed Deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. However, as on March 31,

2017, deposits and interest thereon aggregating to '' 2.52 crore remained unclaimed.

Scheme of Amalgamation and Corporate Restructuring

During the year under the review, the Board of Directors of the Company on the recommendation of the Audit Committee, approved the Scheme of Amalgamation of the following direct or indirect wholly owned subsidiaries of the Company namely:

(1) Digital18 Media Limited,

(2) Capital18 Fincap Private Limited,

(3) RVT Finhold Private Limited,

(4) RRK Finhold Private Limited,

(5) RRB Investments Private Limited,

(6) Colosceum Media Private Limited,

(7) Setpro18 Distribution Limited,

(8) Reed Infomedia India Private Limited,

(9) Web18 Software Services Limited,

(10) Television Eighteen Media and Investment Limited,

(11) Television Eighteen Mauritius Limited,

(12) Web18 Holdings Limited,

(13) E-18 Limited and

(14) Network18 Holdings Limited,

into the Company with appointed date as April 01, 2016, under the applicable provisions of the Act.

The said Scheme of Amalgamation is subject to receipt of further approvals of the Central Government and / or National Company Law Tribunal and / or Stock Exchanges and/or Securities and Exchange Board of India ("SEBI") and/or Shareholders and/or Lenders/ Creditors and/or such other competent authority(ies), as may be required under the extant applicable provisions of the law.

The Company in July 2017, hived off its business of food and restaurant search and recommendation engine operated under the name of Burrp on slump sale basis pursuant to a business transfer agreement entered into with Foodfesta Wellcare Private Limited (a subsidiary of Big Tree Entertainment Private Limited). The said transaction was on arms'' length basis. Burrp had insignificant contribution to the revenue and net-worth of the Company and was a non-core business.

Material Changes Affecting the Company

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

Employees'' Stock Option Schemes

There were no outstanding options as at March 31, 2017 as all the exercisable options lapsed during the year. Further, the Company is not making any further grants under Employees'' Stock Option Schemes and all the existing schemes are discontinued.

Credit Rating

Credit Analysis & Research Limited (CARE) - the Credit Rating Agency, has assigned following Credit Ratings to the Company:

Particulars	Ratings
Long Term/Short Term Bank Facilities of Rs, 1000 crore	CARE AAA; Stable/CARE A1 (Triple A); Outlook: Stable/A One Plus
Commercial Paper issue of Rs, 1000 Crore	CARE A1 (A One Plus)

ICRA Limited - the Credit Rating Agency, has assigned following Credit Ratings of the Company:

Particulars	Ratings
Long-term Borrowings of Rs,500 crore	Upgraded rating to [ICRA] AAA (pronounced ICRA triple A)
Long-term /short-term fund /nonfund based limits of Rs, 500 crore	Long-term - [ICRA] AAA (pronounced as ICRA triple A) Short-term - [ICRA] A1 (pronounced as ICRA A One Plus)
Commercial Paper issue of Rs, 1000 crore	[ICRA] A1 (pronounced as ICRA A One Plus)

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.

Business Responsibility Report

As per Regulation 34 of Listing Regulations and circular issued thereunder, the Company being in top 500 listed entities based on market capitalization, is required to include in its Annual Report, a Business Responsibility Report describing initiatives taken by the Company from an environmental, social and governance perspective. Accordingly, the Business Responsibility Report is attached as part of the Annual Report.

Directors and Key Managerial Personnel

Mr. P.M.S. Prasad and Mr. K.R. Raja were appointed as Additional Directors (Non- Executive) w.e.f. January 14, 2017, and they shall hold office as Additional Directors upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing their candidature for appointment at the ensuing Annual General Meeting as NonExecutive Directors, liable to retire by rotation.

During the year under review, Mr. Rohit Bansal and Mr. Vinay Chhajlani, Non-Executive Directors, resigned from the Directorship of the Company w.e.f. January 14, 2017. The Board places on record its appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

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

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

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

During the year, Mr. Yug Samrat ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. October 14, 2016 and Mr. Hariharan Mahadevan ceased to be the Chief Financial Officer of the Company w.e.f. January 14, 2017. Mr. Ratnesh Rukhariyar was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. October 15, 2016 and Mr. Ramesh Kumar Damani was appointed as the Chief Financial Officer of the Company w.e.f. January 15, 2017.

Save and except aforementioned changes, there was no other change in Directors and Key Managerial Personnel of the Company.

Performance Evaluation

The Company has formulated a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors. The evaluation process inter-alia considers attendance at meetings, acquaintance with business, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.

On the basis of aforesaid policy, a process of performance evaluation was carried out.

Consolidated Financial Statement

In accordance with the provisions of the Act, the Listing Regulations and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited Consolidated Financial Statement is provided in the Annual Report.

Subsidiaries / Joint Ventures / Associate Companies

The development in business operations/performance of the major subsidiaries/ Joint Ventures / Associate Companies, forms part of the Management''s Discussion and Analysis Report.

During the year under review, Big Tree Entertainment Private Limited (Big Tree) ceased to be a subsidiary of the Company and became an associate Company of the Company. Consequent to cessation of Big Tree as subsidiary, all the subsidiaries of Big Tree viz. Space bound Web Labs Private Limited, Fantain Sports Private Limited, Big Tree Entertainment Singapore Pte Limited and PT Big Tree Entertainment Indonesia, ceased to be subsidiaries of the Company. Further, Prism TV Private Limited also ceased to be subsidiary of the Company during the year. India Cast Distribution Private Limited ceased to be subsidiary of the Company w.e.f. April 1, 2017.

The performance and financial information of the Subsidiary Companies / Joint Ventures / Associate Companies is provided as Annexure to the Consolidated Financial Statement.

The audited Financial Statements including the Consolidated Financial Statements and related information of the Company are available on our Company''s website www.network18online.com. The Financial Statements of each of the subsidiaries of the Company may also be accessed at Company''s website www.network18online. com. These documents will also be available for inspection on all working days (i.e. except Saturdays, Sundays and Public Holidays) during business hours at registered office of the Company.

The Company has formulated a Policy for determining Material Subsidiaries and the same is placed on the website at http:// www.network18online.com/reports/policies/Policy%20for%20 determining%20Material%20Subsidiaries1.pdf.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 of the Act, 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, 2017, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) t he 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, 2017 and of the loss of the Company for the year ended on that date;

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2017 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.

Number of Meetings of the Board

During the financial year ended on March 31, 2017, five (5) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Deepak Shantilal Parekh, Mr. Dhruv Subodh Kaji, Independent Directors and Mr. K.R. Raja, Non Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

Risk Management

More details on Risk Management are given in report on Management''s Discussion and Analysis Report, which forms part of the Annual Report.

Internal Financial Controls

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the Internal Auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementations of audit recommendations.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Rajiv Krishan Luthra, Mr. P.M.S. Prasad and Mr. K.R. Raja. The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy''

The CSR Policy of the Company is available on its website and may be accessed at the link: http://www.network18online.com/reports/ policies/Network18%20-%20Policy%20on%20Corporate%20 Social%20Responsibility.pdf.

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

- Preserve, protect and promote art, culture and heritage o Environmental sustainability, ecological balance and protection of flora and fauna

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

The Company has not yielded any profits during the previous three financial years, hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

Vigil Mechanism

The Company promotes ethical behavior 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 the Company''s website and may be accessed at the link: http:// www.network18online.com/reports/policies/vigilmechanism whistleblower NW18 F.PDF.

Related Party Transactions

All the related party transactions were entered on arm''s length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act and the Listing Regulations. 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 or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is posted on the Company''s website and may be accessed at the link: http://www.network18online.com/reports/policies/ Policy%20of%20Materiality%20of%20Related%20Party%20 Transactions%20and%20on%20Dealing%20with%20Related%20 Party%20Transactions.pdf.

The details of the transactions with Related Parties are provided in Note No. 33 to the Standalone Financial Statement.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Details of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the Loan or Guarantee or Security is proposed to be utilized by the recipient are provided in Standalone Financial Statement. Please refer Note No. 3, 4, 8, 12, 33 and 48 to the Standalone Financial Statement.

Auditor and Auditors'' Report Statutory Auditor

Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Regn No. 001076N/N500013) have expressed their unwillingness to be appointed as Statutory Auditors in the ensuing Annual General Meeting of the Company. Keeping this in view, it is proposed to appoint Deloitte Haskins & Sells, Chartered Accounts (ICAI Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company for a term of five (5) consecutive years. Deloitte Haskins & Sells, Chartered Accounts, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

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

Cost Auditor

The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2016-17 for conducting the audit of the Cost Records of the Company.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017, is annexed with this report and marked as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Particulars of Employees and Related Information

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Extract of Annual Return

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

a) Conservation of Energy

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

During the year, there is no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review the Company earned Rs, 28.51 crore of foreign exchange and used Rs, 4.34 crore of foreign exchange, both on actual basis.

General

During the year under review:

1. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employees'' Stock Option Schemes of the Company are either exercised by them directly or through their appointed proxy.

3. No significant and/or material order was passed by any Regulator/ Court/Tribunal which impacts the going concern status of the Company or its future operations.

4. No fraud has been reported by Auditors to the Audit Committee or the Board.

Acknowledgment

For and on behalf of the Board of Directors

Adil Zainulbhai

Chairman

Place: Mumbai

Date: July 18, 2017

Mar 31, 2015

DEAR MEMBERS,

The Directors are pleased to present the 20th Annual Report together with the Company's audited financial statement 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:

in Crores

Particulars 2014-15 2013-14

Revenue from operations 74.3 102.0

Operating loss (18.2) (69.9)

Profit/(loss) before exceptional and (67.8) (80.8) prior period items

Exceptional and prior period items - (619.7) 5.9 (expense)/income

Proflt/(loss) before tax (687.6) (74.9)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review, the Company recorded an operating turnover of " 74.3 Crores (previous year " 102.0 Crores). The consolidated revenue from operation of the Company and its subsidiaries/joint venture was " 3,126.6 Crores as against ~ 2,692.4 Crores in previous year and Profit Before Tax (before exceptional and prior period items) on a consolidated basis was 29.4 crore, turning positive from a loss of " 68.5 crores in financial year 2013-14.

DIVIDEND

In view of the losses, 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 " 5.44 crores remained unclaimed. The Company has sent fresh cheques to these deposit holders.

EMPLOYEES STOCK OPTION SCHEME

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 Regulation 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 wwwnetworkl 8online.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 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.

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 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 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. Rajiv Krishan Luthra and Mr. Dhruv Subodh Kaji were appointed as Additional Directors (Independent) w.e.f November 27, 2014. Further, Ms. Nirupama Rao was appointed as an Additional Director (Independent) w.e.f. March 25, 2015. The additional directors shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from a member proposing the candidature of Mr. Rajiv Krishan Luthra, Mr. Dhruv Subodh Kaji and Ms. Nirupama Rao for appointment as Independent Directors.

It is proposed to appoint Mr. Rajiv Krishan Luthra and Mr. Dhruv Subodh Kaji and Ms. Nirupama Rao as Independent Directors, not liable to retire by rotation, to hold the office for a term of five years upto November 26, 2019, November 26, 2019 and March 24, 2020 respectively.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with 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.

The Company organizes various programmes 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 company's website www.network18online.com and may be accessed at the link: http://www.network18online.com/reports/ policies/Familiarisation-Programmes-for-Independent-directors.pdf

The following policies of the Company are annexed herewith marked 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, Compliance with 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 committee were found to be satisfactory.

KEY MANAGERIAL PERSONNEL

The Board of Directors has appointed Mr. A.P Parigi as Group Chief Executive Officer-Networkl 8 w.e.f. January 29, 2015.

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

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, B K Holding Limited, Mauritius and Capital18 Limited, Mauritius ceased to be Company's subsidiaries. Further, 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 Roptional 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 dividend, Interest on fixed deposits and amounts for debenture redemption, 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 its 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, 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 Committee are given in Corporate Governance Report, forming part of the Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Deepak Parekh, Mr. Dhruv Subodh Kaji, Independent Directors and Mr. Rohit Bansal, Non- Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 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 & 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 CSR Committee comprises of the following directors:

Mr. Adil Zainulbhai - Chairman

Mr.Vinay Chand Chhajlani - Member

Mr. Rohit Bansal - Member

Mr. Rajiv Krishan Luthra - Member

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 the link: http://www.network18online.com/reports/policies/Network18- Policy-on-Corporate-Social-Responsibility.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 flora and fauna.

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

The Company has not yielded any profits during the previous three years and average net loss of the Company for last three financial years was " 98.93 Crores. Hence, in terms of Section 135 of the Companies Act, 2013, the Company was not required to spend any amount on CSR.

VIGIL MECHANISM

The Company promotes ethical behavior 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 the link: http://www.network18online.com/reports/policies/ Network18-Vigil-Mechanism-policy.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 transaction 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 materiality of related party transactions are posted on the company's website at www.network18online.com and may be accessed at the link: http://www.network18online. com/reports/policies/materiality_related_partytransactions_ policy_Network18.pdf and http://www.network18online.com/ reports/policies/Network18-Policy-for-Determining-Material- Subsidiaries.pdf respectively.

The details of the transactions with Related Parties are provided in Note No. 32 to the standalone financial statements.

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 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 systems 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. 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 no complaint on Sexual Harassment was received.

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

Details of Loans given, Investments made, Guarantees given and Securities provided given in the note No. 13, 14 & 16 to the standalone financial statements.

AUDITOR & AUDITORS' REPORT

Walker Chandiok & Co LLP, Chartered Accountants New Delhi (ICAI Firm Regn No. 001076N/N500013) were appointed as the Statutory Auditors of the Company for a period of two years at the 19th 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 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.

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 and marked as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 are annexed with this report and marked as Annexure IVA and Annexure IVB

EXTRACT OF ANNUAL RETURN

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

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.

The 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 10.06

Total Foreign Exchange used 1.14

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continuous support extended by all the employees, members, 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,

The Directors are pleased to present the 19th Annual Report together with the Company''s Audited Accounts for the financial year ended March 31, 2014.

Acquisition of controlling stake by Independent Media Trust and change in Promoters

Independent Media Trust, of which Reliance Industries Limited is the sole beneficiary, 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, Mr. Raghav Bahl, Ms. Ritu Kapur and the other existing Promoters / Promoter Group of the Company (other than Holding Companies) have ceased to be Promoters / Promoter Group of the Company from July 7, 2014. Further, Independent Media Trust, Reliance Industries Limited and Holding Companies 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, Independent Media Trust has made an open offer to acquire up to 22,99,46,996 Equity Shares of face value of Rs. 5/- each of the Company at an offer price of Rs. 41.04 per Offer Share aggregating Rs. 943.70 crore payable in cash.

Financial Results

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

Rs. in crore

Particulars 2013-14 2012-13

Profit/ (Loss) before interest and depreciation (12.98) 87.54

Less: Finance Cost 53.93 106.87

Less: Depreciation 8.03 10.59

Net operating Profit/(Loss) for the year (74.94) (29.91)

During the year under review, the Company recorded a turnover of Rs. 102.02 crore (last year Rs. 194.89 crore). The consolidated revenue from operations of the Company and its subsidiaries/joint ventures was Rs. 2,692.39 crore (last year Rs. 2,382.69 crore).

Subsequent to the date of Balance Sheet, during the quarter ended June 30, 2014, based on a review of (i) Investments, and (ii) other current and non-current assets, the Company has accounted for (a) diminution in the value of certain investments to the extent of Rs. 208.11 crore; (b) impairment in the value of certain tangible and intangible assets to the extent of Rs. 5.13 crore and (c) write-off and provisions of non-recoverable and doubtful loans/advances/receivables to the extent of Rs. 398.87 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) diminution in the value of certain investments to the extent of Rs. 142.83 crores and goodwill Rs. 234.78 crore; (b) impairment in the value of certain tangible and intangible assets to the extent of Rs. 127.42 crore and (c) write-off and provisions of non- recoverable and doubtful loans/advances/receivables to the extent of Rs. 519.41 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 profitability and cash flows of the operating businesses of the Company.

Dividend

In view of the losses, the Board of Directors has 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. 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

Your Company has discontinued accepting fresh Fixed Deposits or renewing any deposits after March 31, 2014.

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. 499.25 crore. Further, 915 deposits amounting to Rs. 5.95 crore had matured for payment as on March 31, 2014 but remained unclaimed. Your Company has sent reminders to these deposit holders.

Employees'' Stock Option Plan

During the year, in view of the adverse market scenario, the Remuneration 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 Certificate(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 Certificate 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.

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:

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 (Backed by BG/SBLC) : [ICRA] A1 (SO) Directors

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Parekh, Mr. Adil Zainulbhai, Mr. Rohit Bansal and Mr. Vinay Chhajlani were appointed as Additional Directors of the Company w.e.f. July 7, 2014. Mr. Deepak Parekh and Mr. Adil Zainulbhai are Independent Directors. These Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notices in writing from members proposing the candidature of Mr. Deepak Parekh and Mr. Adil Zainulbhai as Independent Directors and Mr. Rohit Bansal and Mr. Vinay Chhajlani as Directors of the Company.

The Company has received declarations from Mr. Deepak Parekh and Mr. Adil Zainulbhai, Independent Directors of the Company confirming that they meet with 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 Exchange.

Mr. Raghav Bahl resigned from the office of Managing Director and has relinquished all his executive powers and responsibilities w.e.f. July 7, 2014, but continues to be a Non-executive Director. In terms of 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.

Ms. Subhash Bahl, Ms. Vandana Malik, Mr. Sanjay Ray Chaudhuri, Mr. Manoj Mohanka and Mr. Hari. S. Bhartia resigned from the directorship of the Company w.e.f. July 7, 2014. The Board places on record its appreciation for the valuable contribution made by them during their respective tenure.

Consolidated Financial Statement

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 Interests 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 and 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 amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company, from time to time within stipulated time, 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 as at March 31, 2014 and of the loss of the Company for the year ended on that date;

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; and

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

Auditors and Auditors'' Report

The Statutory Auditors, Walker Chandiok & Co LLP (formerly known as M/s. Walker Chandiok & Co.), New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Walker Chandiok & Co LLP was appointed as Auditors of the Company at the Annual General Meeting held on September 9, 2011 and would complete a tunure of three years at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their re-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 re-appointment. Accordingly, the Board recommends the re-appointment of the Statutory Auditors for two years to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 21st Annual General Meeting of the Company, subject to ratification by the members at every Annual General Meeting.

The Auditors Report is self-explanatory and does not call for further explanation in this regard. The comment made by the Auditors in para no. (x) and (xvii) of Annexure to their report are only factual statements. In the absence of long term funds, the available funds were used in the normal course of business. However such usage does not have impact on the profitability of the Company. Further the management is making constant efforts to set right this position.

Cost Auditors

The Company had appointed, M/s Pramod Chauhan & Associates, Cost Accountants (Regd. No. 000436), as the Cost Auditors 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, regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

d) 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.

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

Adil Zainulbhai Raghav Bahl Director Director

Place: Mumbai Date: August 12, 2014

Mar 31, 2013

Dear Shareholders,

Network18 Media & Investments Limited.

The Directors are pleased to present their 18th Annual Report together with the Audited Statement of Accounts for the Year ended March 31, 2013.

Financial Results

The financial performance of your Company on standalone basis for the year ended March 31, 2013 is summarized below:

Amount in Rs.

PARTICULARS 2012-13 2011-12

Profit/ (Loss) 875,421,307 (517,176,967) before interest and depreciation

Interest and finance 1,068,649,856 1,306,801,367 charges

Depreciation 105,861,505 88,150,795

Net operating profit be- (299,090,054) (1,912,129,129) fore tax

Provision for taxes/de- - 7,176,267 ferred taxes

Net profit/ (loss) after tax (299,090,054) (1,919,305,396)

During the year under review, the Company recorded a turnover of Rs. 278.90 Crs (Pr. Yr. 264.65 Crs.) and recorded EBDIT of Rs. 87.54 (Pr. Yr. (51.72) Crs.). The improvement in EBDIT was largely driven by the profitable sale of non-core assets in line with the company''s stated objective to focus on the core television and digital businesses. These included the sale of the company''s stake in Newswire18 Ltd., sale of the Yellow Pages and Ask Me businesses and sale of the company''s remaining stake in DEN Networks Limited.

Dividend

In view of the losses for the year ended March 31, 2013 and accumulated losses, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year ended March 31, 2013.

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. 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

Your Company wishes to inform you that the earlier Fixed Deposits Scheme under Section 58A of the Companies Act, 1956 launched by your Company in January 2010 was well supported by public and shareholders. Your Company had a total of Rs. 242.71 Crores under the Fixed Deposit Scheme as on March 31, 2013. There was no failure by the Company in repayment of interest due on Fixed Deposits. Your Company has sent reminders to 1977 Deposit Holders, who have not claimed repayment of their fixed deposits, which became due on March 31, 2013, amounting to Rs. 12.12 Crores.

ICRA has given credit rating as "MA -" (Pronounced as MA minus) with "Stable" outlook for the Fixed Deposits Scheme of the Company. Further the Board of Directors, on the basis of condensed audited Balance Sheet as on December 31, 2012, issued a fresh advertisement for inviting deposits from public and shareholders. In terms of the said advertisement, your company can raise a total of 1196.70 Crores through the Fixed Deposit Scheme.

Completion of the rights issue of Equity Shares aggregating to Rs. 26,996.22 Million and change in capital structure.

Your Company had successfully completed the Rights Issue of 89,98,73,930 fully paid up equity shares of the face value of Rs. 5/- each at a price of Rs. 30/- per share (including premium of Rs. 25/- per share) aggregating to Rs. 2,699.62 Crores offered in the ratio of 50: 307. The issue was opened on September 18, 2012 and closed on October 4, 2012 and in this regard, out of the proceeds of the Rights Issue Rs. 2,439.17 Crores has been utilized for stated objects and remaining unutilized amount has been kept in liquid Mutual Funds/Deposits with Banks.

Post rights issue, shareholding of Promoters and Promoters group had reached 73% (763,896,237 shares) of the post issue capital.

Post rights issue, the paid up share capital of the Company has increased from Rs. 7,327.96 Lakhs to Rs. 52321.66 Lakhs. Further, in order to accommodate the rights issue the Authorised Share Capital of your Company has been increased to Rs. 2736,50,00,000/- (Rupees Two Thousand Seven Hundred Thirty Six Crore and Fifty Lacs only) divided into 500,00,00,000 (Five Hundred Crores Only) equity shares of face value of Rs. 5/- (Rupees Five only) each; 11,00,000 (Eleven Lacs Only) Preference Shares of Rs.100/- each; 1,05,00,000 (One Crore and Five Lacs) Preference Shares of Rs.200/- each and 1,55,00,000 (One Crore and Fifty Five Lacs Only) Preference Shares of Rs.10/- each.

Redemption of the Preference Shares and secured optionally fully convertible debentures (SOFCDS)

The Company, on May 13, 2013, has redeemed 5% 10,284,379 Non-Convertible Cumulative Preference Shares (NCCPS) of Rs. 150/- each (NSE Scrip Code- Network18, BSE Scrip Code- 700132, ISIN Code-INE870H03019) at par in accordance with the terms of the issue. The Company''s liability to the Preference Shareholders towards their rights including for payment of dividend or otherwise stand extinguished from the date of redemption, in all events and on the Company dispatching the redemption amounts to the Preference Shareholders.

The Company has also redeemed 18,691,585 10% Secured

Optionally Fully Convertible Debentures (SOFCDs) of a par value of Rs. 160.50 per SOFCDs on October 12, 2012, which were allotted to certain Promoters and Promoter Group entities.

Employee Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and had tried to adopt the best HR practices. During the year, exercise period for 91,540 options was expiring. However, due to global turmoil and downfall in Indian Stock Market, the price of the scrip(s)/share(s) of the Company had rendered the options unattractive and unviable to exercise. In order to uphold the basic objective of ESOP Scheme i.e. rewarding the deserving employees and in their beneficial interest, exercise period for the aforesaid options were extended for a further period of one year.

The Particulars of options issued under the Employee Stock Option Plans as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure-I and form part of this report. The Company has implemented the Employees Stock Options Schemes in accordance with the SEBI Guidelines and the resolutions passed by the Shareholders. Certificate(s) confirming the same shall be placed before the Annual General Meeting for inspection.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence, measures of Corporate Governance should be more by self-discipline than by legislation and regulation.

Your Company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of shareholders. Your company ensures the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

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 Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Directors

Mr. Hari.S.Bhartia and Ms. Vandana Malik, directors of the Company are liable to retire by rotation at the forthcoming 18th Annual General Meeting of the Company. However, being eligible they have offered themselves for re- appointment. Accordingly the Board recommends their re-appointment.

Brief resume of aforesaid Directors, proposed to be re-appointed, the nature of their expertise in specific functional areas and name of Companies in which they hold directorships and chairmanship/ memberships of Board Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India are provided in the ''Report on Corporate Governance'' forming part of this report.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements for the year ended March 31, 2013 are provided in the Annual Report.

Subsidiaries

The Ministry of Corporate Affairs, Government of India vide its Circular no. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the Directors'' Report, Balance Sheet, Statement of Profit & Loss and the Report of Auditors of the Subsidiary Companies with the Balance Sheet of the Company. The annual accounts of these subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor at its registered office and that of the concerned subsidiary companies. The Company shall also furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

A statement of your Company''s interest in its Subsidiary Companies is attached as Annexure - II to the Directors'' Report in terms of the provisions of Section 212 of the Companies Act, 1956.

During the last fiscal, the Board of Directors of TV18 Broadcast Limited (TV18), a subsidiary 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, TV18 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 TV18, pending completion of legal formalities.

During the year under review TV18 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 in the ratio of forty one equity shares for every eleven equity shares held on Record Date i.e. September 17, 2012. The said Rights Issue was opened on September 25, 2012 and closed on October 15, 2012. Shares were allotted on October 23, 2012.

Transfer of amounts to investor education and protection fund Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Directors'' Responsibility 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, 2013, 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 suffi cient 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, 2013 on a ''going concern'' basis.

Auditors & Auditors'' Report

The Statutory Auditors, M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and are being eligible for re- appointment. The Board recommends the re-appointment of M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi as the statutory auditors of the Company, who have given their consent to act as such and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Explanation to Auditor''s Comment

In regard to reservations/qualifications in the Auditors'' Report, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments of Directors. However, your Directors wish to offer the explanations in regard to note no. 6 of the Auditors Report. It is clarified that the Central Government has partially accepted the Company''s application for approval of the remuneration paid to the Managing Director and the Company has filed a representation for reconsideration of the matter and approval is awaited.

Cost Auditors & Compliance Report & Cost Audit Report

Your Company had 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. The Company is required to submit the Cost Audit Report for the F.Y. 2012- 13 with the Central Government by 30th September 2013, and the same shall be filed in the due course. Further the Company has filed the Compliance Report pertaining to cost records for the Financial Year 2011-12 on January 24, 2013, which was required to be submitted with the Central Government by 28th February, 2013.

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 name and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, 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 members interested in obtaining such particulars may write to the Company at its Registered Offi ce. The aforesaid information shall be made available at the Registered office of the Company during the working hours except public holidays.

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 regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Notes No. 41 and 40 of the ''Notes to the Accounts'' forming part of the Audited Annual Account.

d) 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.

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 operation of the Company efficiently.

For and on behalf of the Board

Place : Noida Manoj Mohanka

Date : May 13, 2013 Chairman

Mar 31, 2012

The Directors are pleased to present their 17th Annual Report together with the audited Statement of Accounts for the Year ended March 31, 2012.

Financial Results

The key financial figures on standalone basis of your Company for the year ended March 31, 2012 is summarized below:

Amount in Rs.

2011-12 2010-11

Profit/ (Loss) before

interest and depreciation (51,71,76,967) 11,78,52,719 Interest and finance

charges 1,30,68,01,367 81,64,93,300

Depreciation 8,81,50,795 51,35,605

Net operating profit before tax (1,91,21,29,130) (70,37,76,186)

Provision for taxes/

deferred taxes 71,76,267 (1,25,00,000)

Net profit/ (loss) after tax (1,91,93,05,397) (69,12,76,186)

Operational Results

During the year under review, the Company recorded a turnover of Rs 264.65 Crs. (Pr. Yr. 67.22 Crs.) and recorded EBDIT of Rs. (51.72) Crs. (Pr. Yr. 11.79 Crs.).

Dividend

In view of the losses for the year ended March 31, 2012 and accumulated losses, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year ended March 31, 2012.

Deposits

Your Company wishes to inform you that the Fixed Deposits Scheme under Section 58A of the Companies Act, 1956 launched by your Company is well supported by public and Shareholders. Your Company had a total of Rs. 313.91 Crs. under the Fixed Deposit Scheme as on March 31, 2012.

There was no failure by the Company in repayment of interest due on Fixed Deposits. Your Company has sent reminders to 2,999 Deposit Holders, who have not claimed repayment of their fixed deposits, which became due on March 31, 2012, amounting to Rs. 18.73 Crs.

Scheme of Arrangement:

The Board of Directors of the Company, on July 7, 2010, announced and approved a Scheme of Arrangement ("the Scheme") between your Company, Info media Press Limited (formerly known as "Infomedia18 Limited") ("Info media") and their respective shareholders and creditors with the appointed date being April 1, 2010. The Scheme has been approved by the Honble High Court of Delhi and has been made effective on June 1, 2012 ("Effective Date").

As per the Scheme, Demerged Undertaking comprising of:

- publishing business including publication of business directories, yellow pages & city guides;

- publication of special interest publication/ magazines;

- search business including web properties such as www.askme.com, www.askme.in and www.burrp.com and any other business except printing Press Business.

being carried on by Info media on a going concern basis, along with all related assets, liabilities, rights and obligations stand transferred to the Company as on the Appointed Date, while the Printing Press business continues to remain with Info media. Your Company has altered the object clause of the Company to include aforesaid business, vide postal ballot resolution of the shareholders dated February 24, 2012.

In consideration of the demerger of the Demerged Undertaking of Info media with the Company, on June 19, 2012, the Company had issued and allotted 36,79,356 equity shares to the shareholders of Info media at par on a proportionate basis in the ratio of 7:50 i.e., seven fully paid-up equity shares of Rs 5/- each of the Company has been issued for every fifty fully paid-up equity shares of Rs 10/- each of Info media. Further no equity shares were issued in respect of the equity shares held by the Company in Info media.

The Company has not issued shares against fractional entitlement. These fractional shares have been consolidated and issued to separate trustee nominated by the Company. The Trust shall sell such shares at the prevailing market prices in due course of time and distribute the net sale proceeds (after deduction of tax, if applicable) to the respective allotters in proportion to their fractional entitlements.

RIGHTS ISSUE OF 2,700 CRORES EACH BY COMPANY AND ITS SUBSIDIARY AND PROPOSED ACQUISITION OF ETV AND CONTENT LICENSING AGREEMENT.

The Board of Directors, at their meeting held on January 3, 2012 decided to raise Rs. 2,700 Crores by issuing Equity Shares on rights basis, inter alia for (a) Investment in our subsidiary, TV18 Broadcast Limited (b) repayment/ prepayment of certain loans, redemption of Secured Optionally Fully Convertible Debentures, redemption of Preference shares and repayment of public deposits and (c) general corporate purposes. The Draft Letter of Offer ("DLOO") for the aforesaid Rights Issue has been filed with Securities and Exchange Board of India and the necessary approval is awaited. However, terms and conditions of the proposal of rights issue, including the possible issue price and size and other relevant details shall be decided by the Board, subject to necessary approval of "SEBI" and Stock Exchanges and other appropriate authorities, in consultation with, inter alia, the Lead Manager, Legal Advisor and other experts. The issue price shall not exceed Rs. 60/- (Rupees sixty only) per equity share which will be fixed keeping in view the then prevailing market conditions and in accordance with the applicable provisions of laws, rules, regulations and guidelines.

During the year, our subsidiary company namely TV18 Broadcast Limited (TV18), entered into binding agreement with companies effectively wholly owned by Reliance Industries Limited (RIL), for acquiring stake in various ETV channels being operated and managed by Eenadu Group. Completion of this acquisition is subject to receipt of necessary regulatory approvals and completion of the proposed rights issue of Company and TV18.

In this regard the Board of Directors of TV18 at their meeting held on January 3, 2012, have approved issues of equity shares of TV18 on a rights basis for an amount aggregating to Rs. 2,700 crores, inter alia for acquisition of ETV channels and repayment of certain loans. The draft letter of offer for the rights issue of TV18 has also been filed with SEBI and the necessary approval is awaited.

Further Infotel Broadband Services Limited (Infotel), a subsidiary of RIL, has entered into a content license agreement with the Company and TV18, under which Infotel shall have preferential access to (i) the content of all the media and web properties of the Company and its associates and (ii) programming and digital content of all the broadcasting channels of TV18 and its associates on a first right basis as a most preferred customer.

Redemption of the preference shares

The Company has 10,284,379 outstanding Preference Share of Rs. 150 each (the Preference Shares). The Preference Shares shall be, subject to profitability and at the discretion of the Board of Directors, entitled to a cumulative annual dividend @ 5%. These preference Shares carries preferential right in respect of dividends and also that it carries preferential right in regard to repayment of capital in case of winding up. The Companys liability to the Preference Shareholders towards their rights including for payment of dividend or otherwise shall stand extinguished from the date of redemption, in all events and on the Company dispatching the redemption amounts to the Preference Shareholders. Preference Shares are redeemable at the end of five years from May 15, 2008, (the allotment date) at Rs. 150 per share.

Change in Capital Structure

The Companys shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and are actively traded.

During the year under review and up to the date of this report, the paid up equity share capital has increased from Rs. 5,944.78 Lakhs to Rs. 7,327.96 Lakhs. The details of the same is mentioned hereunder:

Particulars No. of Shares issued

Shares allotted pursuant to 2,89,231 exercise of ESOP

Shares allotted pursuant to Scheme 2,36,95,044 of Arrangement between Television Eighteen India Ltd, TV18 Broadcast Ltd & others with the Company.

Shares allotted pursuant to Scheme 36,79,356 of arrangement between inter alia Company and Infomedia Press Limited formerly Infomedia18 Limited).

Further in view of the current market scenario and the future requirements, to accommodate shares issued pursuant to the aforesaid Scheme and in order to accommodate the proposed rights issue of the Company, your Company has increased the authorized share capital from existing Rs. 306,00,00,000/- (Rupees Three Hundred and Six Crore only) to Rs. 531,00,00,000/- (Rupees Five Hundred and Thirty One Crores only) and again to Rs. 936.50.00.000/- (Rupees Nine Hundred Thirty Six Crore Fifty Lacs only) and was further increased to Rs. 2736.50.00.000/- (Rupees Two Thousand Seven Hundred Thirty Six Crore Fifty Lacs only).

Employee Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and had tried to adopt the best HR practices.

During the year 4,22,736 options were granted to employees of erstwhile Television Eighteen India Limited, which has merged into your company and employees thereof have been transferred to the Company. The Company has allotted 2,89,231 equity shares against the exercise of options by the employees.

The Particulars of options issued under the Employee Stock Option Plans as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure-I and form part of this report.

The Company has implemented the Employees Stock Options Schemes in accordance with the SEBI Guidelines and the resolutions passed by the shareholders. Certificate(s) confirming the same shall be placed before the Annual General Meeting for inspection.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence, measures of Corporate Governance should be more by self- discipline than by legislation and regulation.

Your Company strives for excellence with the objective of enhancing shareholders value and protecting the interest of shareholders. Your company ensures the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

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.

Directors

During the year under review, Mr. Sanjay Ray Chaudhuri was appointed as an additional director of the Company w.e.f. January 3, 2012. Mr. Sanjay Ray Chaudhuri holds office up to the date of the forthcoming Annual General Meeting. The Company has received notice from a member of the Company under section 257 of the Companies Act 1956 proposing the candidature of Mr. Sanjay Ray Chaudhuri for the Directorship. The Board recommends his appointment.

Further Ms. Subhash Bahl, director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company. However, being eligible she has offered herself for re-appointment. Accordingly the Board recommends her re-appointment.

Mr. Raghav Bahl is Director of the Company since December 10, 2003 and was appointed as a Managing Director on September 1, 2006. His current tenure as a Managing Director expires on September 30, 2012. He has contributed significantly in the growth and development of the Company. Accordingly, in view of his contribution as well as rich and extensive experience in the media and entertainment sectors, he has been re- appointed as the Managing Director of the Company for a period of three years starting from 1st October 2012 to 30th September 2015. Such appointment is subject to necessary approval of the Shareholders of the Company and the Central Government.

Brief resume of aforesaid Directors, proposed to be appointed, the nature of their expertise in specific functional areas and name of Companies in which they hold directorships and chairmanship/ memberships of Board Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India are provided in the Report on Corporate Governance forming part of this Report.

Mr. Ravi Chandra Adusumalli has resigned from the Directorship of the Company w.e.f. December 1, 2011. The Board hereby records its appreciation for the services rendered by him during his tenure.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Subsidiaries

The Ministry of Corporate Affairs, Government of India vide its Circular no. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the Directors Report, Balance Sheet, Profit & Loss Account and the Report of Auditors of the Subsidiary Companies with the Balance Sheet of the Company. The annual accounts of these subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in its registered office and that of the concerned subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

A statement of your Companys interest in its Subsidiary Companies is attached as Annexure - II to the Directors Report in terms of the provisions of Section 212 of the Companies Act, 1956.

Directors Responsibility 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, 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.

Auditors & Auditors Report

The Statutory Auditors, M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and are being eligible for re-appointment as such. The Board recommends the re-appointment of M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi as the statutory auditors of the Company, who have given their consent to act as such and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

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.

Explanation to Auditors Comment:

In regard to reservations/qualifications in the Auditors Report, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments of Directors. However, your Directors wish to offer the explanations in regard to note no. 5 of the Auditors Report. It is clarified that the Central Government has partially accepted the Companys application for approval of the remuneration paid to the Managing Director and the Company has filed a representation for reconsideration of the matter and approval is awaited.

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 name and other particulars of the employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, 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 members 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 regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Notes No. 40 and 41 of the Notes to the Accounts forming part of the Audited Annual Account.

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 operation of the Company efficiently.

For and on behalf of the Board

Place : Noida Chairman

Date : August 4, 2012.

Mar 31, 2011

Dear Members,

Network18 Media & Investments Limited

The Directors present the 16th Annual Report together with Audited Statement of Accounts for the year ended March 31, 2011.

Financial Results

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

Amount in Rs.

Particulars Year ended Year ended March 31, March 31, 2011 2010

Profit/(Loss) Before Interest

and Depreciation 111,137,637 75,982,394

Interest and Finance Charges 816,493,300 524,941,726

Depreciation 5,135,605 5,097,677

Net Operating Profit

Before Tax (710,491,268) (454,057,009)

Provision For Taxes/

deferred Taxes (12,460,000) 75,000

Net profit/ (loss) After Tax (698,031,268) (454,132,009) Results of operations

During the year under review, the Company recorded a turnover of Rs. 6721.85 lakhs (Pr. Yr. 5617.47 lakhs) and recorded EBDIT of Rs. 1111.37 lakhs (Pr. Yr. 759.82 lakhs).

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

Dividend

In view of the loss for the financial year 2010-11, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year 2010-11.

Deposits

Your Directors wish to inform you that the Fixed Deposits Scheme under Section 58A of the Companies Act, 1956 launched by your Company is performing incredibly well. Your Company had a total of Rs. 15,912 lakhs under the Fixed Deposit Scheme as on March 31, 2011.

There was no failure by the Company in repayment of interest due on Fixed Deposits. Your Company has sent reminders to 1,122 Deposit Holders, who have not claimed repayment of their fixed deposits, which became due as on March 31, 2011, amounting to Rs. 7.06 Crs.

Financial Restructuring: Merger, Demerger & Scheme of Arrangement:

Scheme 1:

The Hon'ble High Court of Delhi vide its order dated April 26, 2011 approved the Scheme of Arrangement (hereinafter referred to as "Scheme") under section 391 to 394 of the Companies Act, 1956 between your Company and Television Eighteen India Limited (TV18), , ibn18 Broadcast Limited (ibn18), other Network18 group companies and their respective shareholders and creditors.

The Scheme is inter-alia aimed to result in synergy of business, achievement of economies of scale and management efficiency, reduction in administrative cost, optimization of resources, improvement in profitability and stronger Balance Sheet of the merged entity, etc. Pursuant to the Scheme the group has been restructured in the following manner:

i. Demerger of 'News Business Undertaking' of Television Eighteen India Limited into ibn18.

ii. Demerger of 'Web Undertaking' of Web18 Software Services Limited into the Company.

iii. Merger of Demerged TV18, Television Eighteen Commoditiescontrol.com Ltd., Care Websites Private Limited, RVT Investments Private Limited and Network18 India Holdings Private Limited into the Company.

iv. Merger of iNews.com Limited and IBN18 Media into ibn18.

The Appointed date for the proposed restructuring is April 1, 2010 and the Scheme shall be effective as and when the certified copies of the High Court Orders are filed with the Registrar of Companies. Upon coming into effect of the Scheme and in accordance with the Scheme, your Company will allot 13 equity shares (of face value of Rs 5 per share) of the Company for every 100 equity shares (of face value of Rs 5 per share) held in TV18.

Scheme 2:

The Board of Directors of the Company, on July 7, 2010 announced and approved another Scheme of Arrangement ('the Scheme') between your Company and Infomedia18 Limited (Infomedia18) and their respective shareholders and creditors. As per the Scheme, the Business Directories business, the New Media business and the Publishing business of Infomedia18 shall be demerged into the Company while the Printing Press business will continue to remain with Infomedia18. The Scheme has been approved by the shareholders and creditors (secured and unsecured) of the Company at their meetings held on February 23, 2011, convened pursuant to the directions of the Hon'ble High Court of Delhi. The Scheme is subject to further approval of the Hon'ble High Court of Delhi and the same is awaited. The Appointed date for the proposed restructuring is April 1, 2010.

Once the Scheme becomes effective, the Company shall issue and allot equity shares in the ratio of 14:100 i.e. 14 fully paid-up equity shares of Rs 5 each of the Company to be issued for every 100 fully paid equity shares of Rs 10 each of Infomedia18. Shareholders of Infomedia18 shall continue to hold original 100 shares representing the Print Press Business, left after demerger of Publishing and other business as above said.

Change in Capital Structure

The Company's shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and are actively traded.

During the year under review, the paid up equity share capital has increased from Rs. 5,717.04 lakhs to 59,44.78 lakhs. The details of the same is mentioned hereunder-

Particulars No. of Shares issued

Shares allotted pursuant to ESOP Schemes 35,54,824

Shares allotted pursuant to conversion of SOFCDs 10,00,000

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 separately provided as a part of Directors' Report.

Employee Stock Option Plan

Human Resource is vital and most valuable assets. The Company created a favorable work environment that encourages innovation and meritocracy and had tried to

adopt the best HR practices. Your Company believes in the policy of enabling employees to participate in the ownership of the Company and share in its wealth creation, who are responsible for the management, growth and financial success of the Company.

Your Company currently has nine stock option schemes in force namely ESOP 2002, ESOP 2004, Senior ESOP 2004, ESOP 2005, Long Term Retention ESOP 2005, Stock Awards Plan 2005, ESOP C 2007, ESOP 2007 and ESPP 2008.

The details and particulars of options issued under the Employee Stock Option Plans as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as 'Annexure -I' and form part of this report.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence, measures of Corporate Governance should be more by self- discipline than by legislation and regulation.

Your Company strives for excellence with the objective of enhancing shareholders' value and protecting the interest of shareholders. At Network18, we ensure the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report.

Directors

Mr. Manoj Mohanka, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointed as the Director of the Company.

Mr. Ravi Chandra Adusumalli was appointed as a Director of the Company, not liable to retire by rotation, by the shareholders of the Company in the last Annual General Meeting held on August 27, 2010. Thereafter, The Board of Directors appointed Mr. Sanjay Ray Chaudhuri as an alternate director to Mr. Ravi Chandra Adusumalli w.e.f. August 27, 2010.

Brief resume of aforesaid Director proposed to be appointed, the nature of his expertise in specific functional areas and name of Companies in which he hold directorships and chairmanship/ memberships of

Board Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India are provided in the 'Report on Corporate Governance' forming part of this Report.

Subsidiaries

A statement of your Company's interest in its Subsidiary Companies is attached as Annexure Ã II to the Directors' Report in terms of the provisions of Section 212 of the Companies Act, 1956.

Ministry of Corporate Affairs, Government of India vide their circular no. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the Directors' Report, Balance Sheet, Profit & Loss Account and the Report of Auditors of the Subsidiary Companies with the Balance Sheet of the Company. The annual accounts of these subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor at its registered office and that of the concerned subsidiary companies. The Company shall also furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Directors' Responsibility 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, 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 irregularities;

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

Auditors & Auditors' Report

The term of M/s. G. S. Ahuja & Associates, Chartered Accountants, New Delhi, as Statutory Auditors of the Company, expires at the conclusion of the forthcoming Annual General Meeting of the Company. M/s. G. S. Ahuja & Associates have expressed their unwillingness for reappointment as Statutory Auditors. The Board hereby record appreciation for the services rendered by them during their tenure. Further the Company has received a special notice proposing appointment of M/s Walker Chandiok & Co, Chartered Accountants, New Delhi. The Audit Committee has recommended their appointment as such. It is proposed to appoint M/s Walker Chandiok & Co, Chartered Accountants, New Delhi as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Board recommends the appointment M/s Walker Chandiok & Co, Chartered Accountants, New Delhi who have given their consent and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Explanation to Auditor's Comment:

Auditors report for the year is self explanatory and require no further comments or clarification, except the following for which managements response is also given:

a) Remuneration paid to the Managing Director, being in excess of the limits prescribed in Schedule XIII of the Companies Act, 1956.

b) Non provision for other than temporary diminution in the value of long-term investments/advances.

c) Grant in the earlier year of an interest free share application money of Rs.127.60 crore to a wholly owned subsidiary.

Managements Response:

a) the Central Government has partially approved the Company's application for approval of the remuneration paid and the Company has filed a representation for reconsideration of the matter and approval is awaited.

b) No provision is necessary keeping in view the long term involvement of the Company with the investee companies.

c) The amount was paid to a wholly owned subsidiary towards share application money.

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 name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, 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. Members who are interested in obtaining such particulars may write to the Company at its Registered Office.

'Group' As Defined Under Monopolies And Restrictive Trade Practices Act, 1969

Pursuant to intimation received from Promoter(s) the names of Corporate(s) entities consisting 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 in a separate section in the Annual Report as Annexure - III.

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 regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Schedule No.13(b) of the 'Notes to the Accounts' forming part of the Audited Annual Account.

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 operation of the Company efficiently.

For and on behalf of the Board

Place : Noida Chairman Date : May 30, 2011.

Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Accounts of Network18 Media & Investments Limited (hereinafter referred to as "Company" or "Network18") for the Financial Year ended March 31, 2010.

Financial Results

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

Particulars Year ended Year ended

March 31, 2010 March 31, 2009

Profit/ (Loss) before interest 75,982,394 370,685,095 and depreciation

Interest 524,941,726 509,174,440

Depreciation 5,097,67 27,577,915

Net operating Profit (454,057,009) (166,067,260) before tax

Provision for taxes/ 75,000 15,926,681 deffered taxes

Extraordinary item NIL NIL

Net Profit/ (loss) after tax (454,132,009) (181,993,941)

Results of operations

During the year under review, the Company has achieved a turnover of Rs. 5617.47 lakhs (Pr. Yr. 9720.32 lakhs) and EBDIT is Rs. 759.82 lakhs (Pr. Yr. 3706.85 lakhs)

Audited Consolidated Financial Statements for the year ended March 31, 2010 also form a part of this Annual Report.

Dividend

In view of the loss for the financial year 2009-10, the Board of Directors of your Company has decided not to recommend payment of dividend for the year under review.

Transfer to Reserves

The company has not made any transfer to the reserves during the financial year 2009-10.

Deposits

Fixed Deposits Scheme in terms of Section 58A of the Companies Act, 1956 launched by your Company is performing incredibly well since its inception. Your Company has received an aggregate sum of Rs. 18,000 lakhs under the Fixed Deposit Scheme as on March 31, 2010.

There was no failure in repayment of interest due on Fixed Deposits by the Company and no Fixed Deposit accepted by the Company has matured till date.

Change of Registered Offce

The registered offce of the Company has shifted from 601, 6th foor, Commercial Tower, Hotel Le-Meridien, Raisina Road, New Delhi- 110 001 to 503, 504 & 507, 5th Floor, ÃMercantile House, 15 Kasturba Gandhi Marg, New Delhi Ã 110 001 w.e.f. May 10, 2010.

Change in Capital Structure

The Companys shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and are actively traded.

During the year under review, the paid up equity share capital has increased from Rs. 3,596.78 lakhs to 5,717.04 lakhs. The details of the same is mentioned hereunder-

Particulars No. of Shares

issued

Equity Shares allotted 2,32,645 pursuant to ESOP Schemes

Equity Shares allotted 1,57,62,889 pursuant to QIB Placement

Equity Shares allotted pursuant 1,71,81,818 to conversion of SOFCDs

Equity Shares allotted pursuant 92,02,650 o Preferential Allotment

Equity Shares allotted pursuant 12,024 to conversion of PCCPs Equity

Shares allotted pursuant 13,177 to conversion of warrants

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.

Employee Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and had tried to adopt the best HR practices. During the year 31, 45, 000 options were granted to eligible employees of the Company/ Subsidiary Companies in terms of Employees Stock Option Plans. During the year 232,645 options were exercised by the employees after vesting. Accordingly, the Company made the allotment of 232,645 equity shares against the options exercised by the employees.

The Particulars of options issued under the Employee Stock Option Plans as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as ÃAnnexure-I and form part of this report.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence measures of Corporate Governance should be more by self-discipline than by legislation and regulation.

Your Company strives for excellence with the objective of enhancing shareholders value and protecting the interest of shareholders. At Network18 we ensure the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles infuenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

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.

Directors

With profound grief and sorrow we inform you that Mr. G. K. Arora, who was the Chairman and Non Executive Independent Director of the Company passed away on November 5, 2009. We sincerely place on record his contribution to the growth of the Company during his tenure. Ms. Vandana Malik, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for being reappointed as the Director of the Company. Mr. Ravi Chandra Adusumalli and Mr. Hari S Bhartia were inducted on the Board of the Company w.e.f. January 21, 2010 and April 23, 2010 respectively as additional directors pursuant to Section 260 of the Companies Act, 1956. They hold offce only upto the date of the ensuing Annual General Meeting of the company where they are proposed to be appointed as regular Directors. The Company has received notice in writing from its members proposing the candidature of Mr. Ravi Chandra Adusumalli and Mr. Hari S Bhartia to be appointed as Directors.

Ms. Subhash Bahl joined the Board with effect from July 31, 2008 in the casual vacancy caused due to the sad demise of Mr. P.N. Bahl. By virtue of Section 262 of the Companies Act, 1956 read with Articles of Association of the Company she holds the offce upto the date of the Annual General Meeting. The Company has received a notice in writing from its member in terms of Section 257 of the Companies Act, 1956 proposing the candidature of Ms. Subhash Bahl for the offce of the Director.

Brief resume of all the aforesaid Directors proposed to be appointed, the nature of their expertise in specifc functional areas and name of Companies in which they hold directorships and chairmanship/ memberships of Board Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India are provided in the ÃReport on Corporate Governance forming part of this Annual Report.

Subsidiaries

A statement of your Companys interest in its Subsidiary Companies is attached as Annexure Ã II to the Directors Report in terms of the provisions of Section 212 of the Companies Act, 1956.

Ministry of Corporate Affairs, Government of India vide order no. 47/402/2010-CL III dated May 18, 2010 has granted exemption under section 212(8) of the Companies Act, 1956 from attaching the Directors Report, Balance Sheet, Profit & Loss Account and the Report of Auditors of the Subsidiary Companies with the Balance Sheet of the Company. The annual accounts of these subsidiary companies and the related detailed information will be made available to the subsidiary companies investors seeking such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any investor in its registered offce and that of the subsidiary companies concerned. The company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

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 judgements 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 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 irregularities;

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

Auditors & Auditors Report

The Auditors of the Company M/s G S Ahuja & Associates, Chartered Accountants, hold offce till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their reappointment , if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualifed for such re-appointment within the meaning of Section 226(3) of the said Act.

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, 2010. Except following, the rest is self explanatory.

EXPLANATION TO AUDITORS COMMENT:

Auditors qualifcation: Refer para no. 4 of the Auditors Report on Standalone Financial Statements and para no. 5 (ii) of the Auditors Report on Consolidated Financial Statements of the Company.

Managements reply: The Companys application for approval of the excess remuneration paid to Mr. Raghav Bahl, Managing Director of the Company is pending before the Central Government.

Auditors qualifcation: Refer para no. 5(i) of the Auditors Report on the Consolidated Financial Statements of the Company.

Managements reply: The Management of the view that impact of non consolidation is not material.

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 name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, 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. Members who are interested in obtaining such particulars may write to the Company at its Registered Offce.

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

Pursuant to intimation received from Promoter(s) the names of Corporate(s) entities consisting the ÃGroup as defned 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 in a separate section in the Annual 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 regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities wherby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Schedule No.15 ÃNotes to the Accounts forming part of the Audited Annual Account.

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 operation of the Company effciently.

For and on behalf of the Board

Place : Noida Sd/-

Date : May 28, 2010 Chairman

Mar 31, 2009

The Directors have pleasure in presenting the 14th Annual Report together with the Audited Accounts of Network18 Media & Invest- ments Limited (hereinafter referred to as ÃCompanyÃ or ÃNetwork18Ã) for the Financial Year ended March 31, 2009.

Financial Results

The key financial figures on standalone basis of your Company for the year ended March 31, 2009 are as follows: (Rs. in lakhs)

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

Profit/ (Loss) before interest 3706.85 7042.06 and depreciation Interest 5091.74 2581.89 Depreciation 275.78 18.09 Net operating profit before tax (1660.67) 4442.07 Provision for taxes/deffered 159.27 14.93 taxes Extraordinary item NIL NIL Net profit/ (loss) after tax (1819.93) 4427.15

Year under Review

During the year under review, the Company has achieved a turnover of Rs 9720.32 lakhs and EBDIT is Rs. 3706.85 lakhs. Audited Consolidated Financial Statements for the year ended March 31, 2009 also form a part of this Annual Report.

Dividend

In view of the loss for the fnancial year 2008-09, the Board of Direc- tors of your Company has decided not to recommend payment of dividend for the year under review.

Deposits

The Company has not accepted any deposits from public during the year under review.

Change in Capital Structure

The CompanyÃs shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and are actively traded. In the year under review, 204, 53, 359 Equity Shares were issued pursuant to the exercise of options by employees, conversion of Partly Convertible Cumulative Preference Shares and conversion of warrants. Consequently paid up capital has increased from Rs. 25,74,11,275 to Rs. 35,96,78,070/-

Employee Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and had tried to adopt the best HR practices. During the year ended March 31, 2009, the Company, in beneficial interest of its employees has revised the vesting schedule and exercise price in respect of the 408,194 options, granted earlier and has granted 295,000 new options under the ESOP schemes of the Company. During the year 120,198 options were exercised by the employees after vesting. Accordingly, the Company made the allotment of 120,198 equity shares in three tranches against the options exercised by the employees. The Particulars of options issued under the said Plan as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are appended as ÃAnnexure-CÃ and form part of this report.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management, hence measures of Corporate Governance should be more by self-discipline than by legislation and regulation. Your Company strives for excellence with the objective of enhancing shareholdersÃ value and protecting the interest of shareholders. At Network18 we ensure the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles infuenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

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.

Directors

In terms of Article 90 of Articles of Association of the Company Mr. Manoj Mohanka, retire by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting. Brief resume of Mr. Manoj Mohanka is provided in the Report on Corporate Governance forming part of Annual Report.

Subsidiaries

A statement of your CompanyÃs interest in its Subsidiary Companies is attached as Annexure Ã III to the DirectorsÃ Report in terms of the provisions of Section 212 of the Companies Act, 1956. The Company has applied to the Central Government u/s 212(8) of the Companies Act, 1956 for obtaining exemption for not attaching the Balance Sheet of Subsidiary Companies alongwith the Balance Sheet of the Company and the same is awaited. In case, the approval of the Central Governemnt u/s 212(8) is received by the Company prior to the dispatch of the Annual Report to the Shareholders, the same will be availed.

Directors Responsibility 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, 2009, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2009 on a Ãgoing concernÃ basis.

Auditors & Auditors Report

The Auditors of the Company M/s G S Ahuja & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their reappointment , if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

Your Board has duly examined the Report issued by the Statutory Auditors of the Company on the Accounts for the financial year end- ed March 31, 2009.

The Management explanation to the AuditorÃs comments as given in the Auditors Report is given hereinbelow- EXPLANATION TO AUDITORSCOMMENTS: Reply to qualification given by the Auditors in the Auditors Report:

Auditors qualifcation: Refer para 4.(i) of the AuditorsÃ Report Managements reply: The Company has already undertaken fund raising activities post closure of the financial year, due to which the company is now complying with the NOF requirements. Further the company is in the process of applying to Reserve Bank of India to seek exemption from complying with the capital adequacy and concentration of investments norms.

Auditors qualification: Refer para 4(ii) of the AuditorsÃ Report Managements reply: The shareholders of the company have already approved the payment of remuneration to the Managing Director of the Company. However, due to the losses made during the current year the payment made to Managing Director results in excess of Schedule XIII and therefore the Company is in the process of applying to the Central Government for getting the necessary approval.

Auditors qualification: Refer para 20 of the AuditorsÃ Report ManagementÃs reply: This is self explanatory.

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 name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, 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. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE RACTICES ACT, 1956

Pursuant to intimation received from Promoter(s) the names of Corporate(s) entities consisting the ÃGroupÃ 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 in ÃAnnexure AÃ of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange and 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 Compay is not an energy intensive unit, however regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities wherby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Schedule No.14 in the Notes to the Accounts.

Acknowledgement

Your Directors thank the investors, shareholders, business associ- ates and the bankers and lenders viz. YES Bank, Punjab National Bank, Indian Overseas Bank, IL & FS Limited, Cholamandalam DBS Finance Limited and Kotak Mahindra Prime Limited for the continued support in your CompanyÃs growth. Your Directors place on record their deep appreciation of the high motivation and dedication of employees at all levels in contributing to the improved performance of your Company during the year.

For and on behalf of the Board

Place: Noida Sd/- Date: June 30, 2009 Chairman

Mar 31, 2008

The Directors have pleasure in presenting the 13th Annual Report and Audited Accounts of Network 18 Media & Investments Limited (Formally known as Network 18 Fincap Limited) (hereinafter referred to as "Company" or "Network 18") for the Financial Year ended March 31,2008.

Financial Results

The key financial figures on standalone basis of your Company for the year ended March 31, 2008 are as follows:

(Rs. in million) Year ended Year ended March 31,2008 March 31,2007

Profit/ (Loss) before interest and depreciation 704.20 (26.29) Interest 258.18 32.93 Depreciation 1.80 1.04 Net operating profit before tax 444.20 (60.27) Provision for taxes/deffered taxes 1.49 0.25 Extraordinary item NIL NIL Net profit/ (loss) after tax 442.71 (60.52)

The summarized financial figures on consolidated basis of your Company for the year ended March 31, 2008 are as follows:

Year ended Year ended March 31, 2008 March 31,2007

Profit/ (Loss) before interest and depreciation 1,636.58 480.44 Interest 951.90 359.03 Depreciation 405.10 240.61 Net operating profit before tax 279.57 (119.20) Provision for taxes/deferred taxes 236.60 18.36 Extraordinary item NIL NIL Net profit/ (loss) after tax 16.91 (149.72)

Year under Review

During the year under review, the Company has achieved a turnover of Rs.1,434.25 million and EBDIT is Rs. 704.20 million. Audited Consolidated Financial Statements for the year ended March 31, 2008 also form a part of this Annual Report.

Dividend

The Directors have declared a maiden interim dividend of Rs. 1.25/- per equity share of Rs.5/- each for the Financial Year 2007-2008. The same was distributed to the shareholders whose name appeared in the Register of Members as on February 16,2008 (the record date for the purpose). Your Directors confirm that already paid dividend of 25% shall be taken as final dividend for the year under review.

Transfer to Reserves

We propose to transfer a sum of Rs. 4.5 million to General Reserves and retain Rs. 53.54 million in Profit & Loss Account.

Deposits

The Company has not accepted any deposits from public during the year under review.

Changes in Share Capital

The Company has issued 6,18,860 shares of Rs. 5 each to the employees on exercise of stock options. Consequently, the share capital of the Company has increased from Rs. 25,43,16,975/- to Rs. 25,74,11,275/-

Employee Stock Option and Purchase Plan

Your Company believes in rewarding its employees, who are behind the continued growth of the Company in every sphere of its activities, for the hard work, dedication and unstinted support. The Company has implemented various ESOP Plans in order to extend the benefits of the phenomenal growth that the Company has witnessed in the recent past to maximum number of employees In accordance with the Scheme of Arrangement between the Company, Television Eighteen India Limited (hereinafter referred to as TV18"), and SGA News Limited approved by the Honble High Court of Delhi on July 20,2006, the Compensation Committee of TV18 had decided that the employees of the TV18 will be granted options in Network 18 on the same terms as shares were allotted to the shareholders of TV18 in Network 18.

Pursuant to the above, your Company had launched various ESOP Plans with your approval on the same terms and conditions as contemplated under the corresponding TV18 ESOP Plans. The Company was managing a large number of Networkl 8 ESOP Plans which were successfully implemented. However, with a view to consolidate the existing ESOP Plans under a single plan, the Board took an approval of the shareholders for cancellation of un-granted options under the various ESOP Plans of the Company and consolidated the un-granted options under a fresh ESOP Plan for the employees. The cancellation of the un-granted options has not in any manner affected the options already granted by the Company to its eligible employees under old Schemes and such options shall remain in full force in accordance with the respective ESOP Plans. Accordingly, the employees of the Company are presently benefited from Networkl 8 Employees Stock Option Plan, 2007 (ESOP 2007) and Employee Stock Purchase Plan 2008 (ESPP 2008) besides the benefit drawn from the options granted but not vested under the old Schemes.

A Certificate from the Statutory Auditor of the Company for implementation of the ESOP 2007 and "ESPP 2008 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

Rights Issue

Your Company came out with a Rights Issue of 1,02,96,451 Partly Convertible Cumulative Preference Shares (PCCPS) of Rs. 200/- each with a detachable warrant during the year under review. The Company thanks its investors for the overwhelming response shown by them for the Rights Issue of the Company.

The Rights Issue was open from March 29,2008 to April 28,2008. The allotment of the PCCPS was made on May 15, 2008.

The PCCPS allotted under the Rights Issue consists of two parts:

Part A- Convertible portion: The convertible portion is compulsorily and automatically convertible into one Equity Share on the PCCPS becoming fully paid-up and an amount of Rs. 50 (Rs. 5 towards face value and Rs. 45 towards share premium) out of the Issue Price of Rs. 200/- will be appropriated towards issuance of each such Equity Share.

Part B- Non-convertible portion: After the part conversion of the PCCPS into Equity Share, the PCCPS having face value of Rs. 150/- shall be redeemed at the end of five years from the Allotment Date viz May 15, 2008 at the balance amount of Rs. 150/-.

The PCCPS holders shall be issued one Detachable Warrant for every PCCPS held by them on PCCPS becoming fully paid - up. Each Detachable warrant is convertible into one equity share at a date to be decided by the Company and on payment of the exercise price for the conversion of the Detachable Warrant. Your Company has sent notices to the PCCPS holders for depositing the call money of Rs 100/- per PCCPS . Presently the partly paid PCCPS has been suspended and the new allotment of PCCPS, Equity Shares and Detachable Warrants is expected to be made in the first week of September, 2008

Change of Name

The name of your Company was changed from Network 18 Fincap Limited to Networkl 8 Media & Investments Limited with effect from December 1,2007.

Change of Registered Office

There is no change in the registered office of the company during the year under review.

Change in the Objects Clause of Memorandum of Association of the Company.

During the year under review your Company floated a new Entertainment Events division, christened "E 18". E 18 conceptualise and stage large format events such as Busines Conferences, Conclaves, Seminars, concerts by International Artists, Bollywood shows/ Award nights in India & around the region. New clauses (5A to 5F) after clause (5) were added under the Main Object clause of the Memorandum of Association of the Compmay to enable initiation and carrying on of the the aforesaid business of events management.

Further, with a view to participate in and tap the growth opportunities in the non-cricketing space of the sports events in the country your Company launched a full fledged division within the Company under the name and style of Sport18 to initiate and carry on interalia the broadcasting, management, sponsorship etc of sports events in non- cricketing space.

Accordingly, the Main Objects Clause of the Memorandum of Association of the Company were amended again vide postal ballot dated June 6, 2008 by inserting new activities which were to be undertaken by SportW

Transfer of "Studio 18"

During the year under review the Network18 Group announced a strategic alliance with Viacom Inc. to create a 50 : 50 Joint Venture in India viz. Viacom 18. As part of the strategic alliance, your Company has entered into a Business Transfer Agreement to transfer its business undertaking of film production, distribution, marketing, acquisition of worldwide distribution rights, carried on by and under the name of "Studio 18" together with its Business Contracts, Employees, Books and Records, Business Agents, Business Properties, Stock and work in progress, Current Liabilities and Provisions, Current Assets, Business Goodwill and Business Intellectual Property Rights to Viacom 18.

Management Discussion and Analysis Report

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

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence measures of Corporate Governance should be more by self-discipline than by legislation and regulation. Your Company strives for excellence with the objective of enhancing shareholders value and protecting the interest of shareholders. At Networkl 8 we ensure the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

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.

Listing of Shares

Your Companys securities are listed at:

a) Bombay Stock Exchange Limited, 1st Floor, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001; and

b) National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor, Bandra -Kurla Complex, Bandra (E), Mumbai - 400 051.

Directors

We are saddened to inform you that Sh. P. N. Bahl a senior member of the Board of the Company passed away on May 15, 2008. The Board at its meeting held on July 31,2008 has appointed Ms. Subhash Bahl as a Director to fill the casual vacancy caused by the demise of Sh. P. N. Bahl. Ms. Subhash Bahl shall hold office for the remaining tenure of Late Sh. P. N. Bahl.

Ms. Vandana Malik, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

Subsidiaries

The Company has obtained exemption from the Government of India, Ministry of Corporate Affairs from attaching the audited financial accounts, auditors report and directors report of its subsidiary companies with the Annual Report of the Company pursuant to Section 212 of the Companies Act. The Company will make available these documents/ details upon request by any investor of the Company. Pursuant to AS-21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the financial information of its subsidiaries. The following information for each Subsidiary is also being disclosed in Annexure of the Directors Report: (a) Capital (b) Reserves (c) Total assets (d) Total liabilities (e) Details of investment (except in case of investment in subsidiaries) (f) Turnover (g) Profit before taxation (h) Profit after taxation (i) Propsed dividend.

"Group" as defined under Monopolies and Restrictive Trade Practices Act, 1969

Pursuant to intimation from Promoter(s) the names of Corporate entities comprising the group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Directors Responsibility 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 judgements 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 irregularities;

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

Auditors

The Auditors of the Company M/s G S Ahuja & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed that their re-appointment as Auditors of the Company would be in accordance with the limits specified under Section 224 (1B) of the Companies Act, 1956.

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 name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisons of Section 219(1) (b) (iv) of the said Act, 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. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

Conservation of Energy, Technology Absorption and Foreign Exchange and Earnings and Outgo

The particulars regarding foreign exchange earnings and expenditure appear in Schedule No. 13 in the Notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars in the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, are not applicable.

Acknowledgement

Your Directors thank the investors, shareholders, business associates and the bankers and lenders viz. IL & FS Limited, YES Bank, HDFC Bank, Punjab National Bank, DSP Merrill Lynch, Birla Global, L & T Limited and Kotak Mahindra Prime Limited for the continued support in your Companys growth. Your Directors place on record their deep appreciation of the high motivation and dedication of employees at all levels in contributing to the improved performance of your Company during the year.

For and on behalf of the Board

Place: Noida Date: July 31,2008 Chairman

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