Network 18 Media & Investments Ltd

DEAR MEMBERS,

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.

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

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.

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.

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.

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 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.

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.

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.

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. 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.

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.

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) the 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.

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.

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_2022-23.pdf.

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.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.

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:

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

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

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

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

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

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.

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.

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.

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.

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.

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. 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. Any member interested in obtaining such information may write to the Company Secretary to e-mail id investors.n18@nw18.com.

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.

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.