Network 18 Media & Investments Ltd

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:

(Rs. in crore)

RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review, on standalone basis, the Company recorded an operating turnover of Rs. 1,896.21 crore (previous year Rs. 1,817.73 crore). The profit before interest, depreciation and tax and exceptional items was Rs. 50.23 crore (previous year loss Rs. 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. Network18'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. O -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 & Network18 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 TV18 as per share exchange ratio stipulated in the Scheme.

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

*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 Rs. 1352,10,00,000 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 Rs. 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:

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 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.

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.

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 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:

• 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 ora 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 29th 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.

• 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.

• 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 27th Annual General Meeting held on September 29, 2022 to hold office till the conclusion of the 32nd 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 31st 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 Rs. 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.

(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.

(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 Rs. 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 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.

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.

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.