Directors Report of Cyber Media (India) Ltd.

Mar 31, 2025

Your Directors have pleasure to present the Forty Third Annual Report of Cyber Media (India) Limited (“the Company” or “CyberMedia”)
alongwith the audited financial statements for the financial year ended March 31,2025. The consolidated performance of the Company
and its subsidiaries has been referred to wherever required.

1. Financial summary

The standalone and consolidated financial statements for the financial year ended March 31,2025, have been prepared in accordance
with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof) (hereinafter referred to as “the Act”) and the guidelines issued by Securities and
Exchange Board of India.

The Directors are not happy with FY 25 performance. From FY 21 to FY 24 we grew at a CAGR of 38% from INR 39 cr to INR 104
cr. Unfortunately, the momentum has not continued in FY 2024-25 and revenues declined by 15%. The Board has taken serious note
of this and the management has embarked upon several processes, technology automation and strengthening sales engine. We are
confident that we will reverse this trend this year and resume our growth path.

Furthermore, there were two exceptional items covered in detail in the ‘Other Disclosures’ section. The first pertains to a GST matter
of INR 74.22 Lakhs that was settled in the company’s favour. Another exceptional disclosure was pertaining to the settlement of the
arbitral case against the company. The settlement amount was USD 1.00 million against a demand of USD 2.17 million.

Key highlights are given as under: (INR in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1129.96	1385.83	8672.08	10180.31
Other income	108.86	235.04	92.98	245.41
Total Income	1238.82	1620.87	8765.06	10425.72
Direct Expenses	785.74	816.29	6955.50	8108.48
Employee Benefits Expenses	535.19	506.85	1391.71	1230.84
Other Expenses	132.51	168.01	335.03	315.66
EBITDA	(214.62)	129.72	82.82	770.74
Financial Expenses	68.44	66.00	76.06	88.30
Depreciation	17.68	12.30	27.20	41.50
Profit Before Tax and Exceptional items	(300.74)	51.42	(20.44)	640.94
Exceptional items	890.84	60.34	890.84	138.03
Profit Before tax	(1191.58)	(8.92)	(911.28)	502.91
Tax Expenses	(0.02)	28.11	61.56	162.17
Profit After Tax	(1191.56)	(37.03)	(972.84)	340.74

2. Dividend

In the absence of profits, the Directors do not recommend any divided for the year under review.

3. Share Capital

During the year under review, the Company:

• has increased its authorised share capital from INR 15,70,00,000 (divided into 1,57,00,000 equity shares of INR 10 each) to
INR 23,00,00,000 (divided into 2,30,00,000 equity shares of INR 10 each) vide special resolution dated February 23, 2025
passed by the members of the Company through postal ballot (remote evoting) process;

• has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any bonus
shares; and

• has not bought back any of its securities.

4. Transfer to reserves

No amount has been transferred to the reserves during the year under review.

5. Company performance

Consolidated Performance: During the year under review, income from operations has decreased to INR 86.72 crore as compared
to INR 101.80 crore during the previous year, a downfall of 14.81%. The Company has recorded earnings before interest, tax and
depreciation on consolidated basis during the year under review at INR 0.83 crore as compared to INR 7.71 crore in the previous
year, a downfall of 89.23%. The net loss recorded at INR 9.73 crore in the year under review as compared to the net profit of INR
3.41 crore in previous year, a downfall of 385.34%.

Standalone Performance: During the year under review, your company reported a downfall in revenue from operations of digital
ads, events, print ads, etc. over the previous year. The Revenue from operations decreased to INR 11.30 crore as compared to INR
13.86 crore in the previous year, a downfall of 18.47%. During the year under review, loss before interest, tax and depreciation stood
at negative INR 2.15 crore against the profit of INR 1.30 crore during the previous year, a downfall of 265.38%. The net loss for the
year under review is INR 11.92 crore as compared to the previous year’s net loss of INR 0.37 crore, a downfall of 3321.62%.

6. Rights Issue

The Board of Directors at its meeting held on January 21, 2025 has accorded its approval to create, issue, allot and offer equity
shares upto an aggregate amount of INR 10 crore on Rights Basis to the existing equity shareholders of the Company as on the
record date (to be determined and notified subsequently), in accordance with the applicable laws.

The Rights Issue Committee duly constituted by the Board, at its meeting held on March 20, 2025, has approved Draft Letter of Offer
which was filed to the stock exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for seeking their
in-principle approval.

BSE has, vide its letter bearing No. LOD/RIGHT/MV/FIP/169/2025-26 dated May 13, 2025, accorded its in-principle approval for the
proposed Rights Issue. The Application with NSE for in-principle approval is in process.

7. Human resource management

The Company’s culture and reputation as a leader in ICT media, digital technologies, adtech, data analytics, and next-generation
services enable us to attract and retain high quality talent. The competency development of our employees continues to be a key
area of strategic focus for us. There is a constant endeavor to conduct training and team building activities that help in maintaining
camaraderie, knowledge, motivation and culture within the organization.

The Company invested in building tighter control systems improving processes and operational efficiencies. As a result, our operation
teams are able to ensure that client service level agreements are met and project milestones delivered on time.

Balancing employee well-being, the Company has explored new ways of hybrid working and managing the changing expectations
of employees.

This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as
asset of the Company. The overall attrition rate of employees of the Company was 11.40 percent as at March 31,2025.

The Company believes and maintains the diversity of employees and in order to support the women, during the year, the women
employees’ percentage was 32.29 percent.

The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that
yield desired results. The total number of employees in the Company as on March 31,2025 were 64.

8. Annual report circulation

In compliance with the MCA’s vide MCA vide its General Circular No. 09/2024 dated September 19, 2024, and SEBI Circular No.
SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2024/133 dated October 03, 2024, Notice of the Annual General Meeting (‘AGM’) along with the
Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with
the Company/Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s
website: www.cybermedia.co.in, websites of the stock exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE) at www.bseindia.com and www.nseindia.com, respectively, and on the website of Company’s RTA, MUFG Intime India
Private Limited (formerly known as Link Intime India Private Limited) at https://instavote.linkintime.co.in.

9. Consolidated financial statements

The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided
in the Annual Report.

10. Company subsidiaries/joint ventures/associate companies
Subsidiaries

As on March 31,2025, the Company has four subsidiaries, Indian and foreign, the details of which are as under:

Sr. No.	Name of Company	Shareholding (%age)	Subsidiary
a.	Cyber Media Research & Services Limited	38.17	Through Board of Directors’ Control
b.	Cyber Astro Limited	37.50	Through Board of Directors’ Control
c.	Cyber Media Services Limited	100	Wholly Owned Subsidiary

Further, one of the subsidiaries has further subsidiary as under:

Cyber Media Services Pte. Limited (Singapore), Wholly Owned Subsidiary of Cyber Media Research & Services Limited.

Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a Statement containing salient
features of the financial performance of subsidiaries and associates for the financial year 2024-25 in Form No. AOC-1 is attached to
this Report as Annexure-A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, and consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the
website of the Company https://www.cybermedia.co.in/investor-relations.

Joint venture/associate company

As on March 31,2025, the Company has an associate company, Cyber Media Foundation Limited.

As on March 31,2025, the Company has no joint venture with any company, firm or body corporate etc.

11. Directors’ responsibility statement

Pursuant to the provisions of sub-section (5) of Section 134, the Board of Directors, to the best of their knowledge and ability, confirm
that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation
relating to material departures;

b. they 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 the profit and loss of the Company for that period;

c. they 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;

d. they have prepared the annual accounts on a going concern basis;

e. they 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

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

12. Directors and key managerial personnel
Appoi ntments/Re-appoi ntments

During the year, the shareholders of the Company have approved the following appointments/re-appointment:

• at the AGM held on August 22, 2024:

- appointment of Mr. Krishan Kant Tulshan as Non-Executive Director w.e.f. from May 29, 2024, liable to retire by rotation;
and

- appointment of Mr. Rajesh Kumar as an Independent Director for a term of five consecutive years w.e.f. May 28, 2024.

• through postal ballot (remote evoting) process (February 23, 2025), re-appointment of Mr. Pradeep Gupta as Chairman and
Managing Director, and his remuneration, for a period of three years w.e.f. May 25, 2025.

Director liable to retire to rotation

Mr. Rohitasava Chand (DIN:00011150) retires by rotation at the ensuing AGM and being eligible, has offered himself for re¬
appointment. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Company’s Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the
organization.

As on March 31,2025, the Board comprised of four non-executive independent directors.

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them
meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1)
(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including any statutory modifications, circulars,
notifications etc. (hereinafter referred to as the “Listing Regulations”). There has been no change in the circumstances affecting their
status as independent directors of the Company.

During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the
Company,

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Gupta, Chairman and Managing Director, Mr. Sumit Khandelwal,
Chief Financial Officer, and Mr. Anoop Singh, Company Secretary are the Key Managerial Personnel as on March 31,2025.

Composition of the Board of Directors

The Board comprises of eight directors viz. Executive, Non-Executive and Independent Directors including one woman director. The
details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.

13. Number of meetings of the Board

Five meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance
at the meetings, number of directorships in other entities, please refer the Corporate Governance Report attached to this report.

14. Committees of the Board:

The Company’s Board has following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Investment Committee

• Rights Issue Committee

During the year, all recommendations made by the Committees were approved by the Board.

Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at
meetings of the Committees are provided in the Corporate Governance Report which is part of this report.

15. Board evaluation

The Company’s external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board
and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.

In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation
of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

Performance evaluation is carried out in the following manner:

• Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;

• Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;

• Evaluation of the Overall Board by the Independent Directors; and

• Evaluation of the Committees by the Board.

All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman/Non-executive
Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman, Committees as mentioned above.
After seeking the filled in forms, an analysis report is prepared with respect to the rating given to the person being evaluated.

The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of
competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical
standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Company’s function.

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.

16. Particulars of employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.

17. Transactions with related parties

a. During the year under review, there were some transactions entered into by the Company with related parties, which were in the
ordinary course of business and at arm’s length pricing basis for which the Audit Committee granted omnibus approval (which
are repetitive in nature) and the same were reviewed by the Audit Committee and the Board.

b. There was no materially significant transaction with related parties which was at arm’s length basis.

c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company.

d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year
under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-C to this
report.

18. Disclosure requirements

As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary’s Certificate thereon and MD/
CEO’s certificate and the Management Discussion and Analysis are attached to this report which form part thereof.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Related Party disclosures/transactions are detailed in the Notes to the financial statements.

19. Corporate Social Responsibility

The Company’s net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence,
the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.

20. Internal financial control and their adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

21. Auditor’s report and Secretarial audit report
Statutory Auditor’s report

The statutory auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed
against the Company by its officers or employees.

Secretarial Auditor’s report

The secretarial auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial
auditor’s report is attached to this report as Annexure-D.

Internal Auditor’s Report

The Internal Auditor submitted their report to the Audit Committee on quarterly basis.

22. Company’s policies

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in
confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.
The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also
available on Company’s website link: https://cybermedia.co.in/corporate-governance/.

During the year, the Company did not receive any complaint under vigil mechanism. There was no pending complaint at the opening
and closing of the year.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a
framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company.
The policy is available on the Company’s website. The related weblink is: https://cybermedia.co.in/corporate-governance/.

Policy on Related Party Transactions

The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available
on Company’s website link, https://cybermedia.co.in/corporate-governance/.

Policy for Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which is available on the Company’s website. The relevant weblink is:
https://cybermedia.co.in/corporate-governance/.

Code of Conduct for Prevention of Insider Trading in Company’s Securities

The Company has Code of Conduct for Prevention of Insider Trading in Company’s Securities which is available on the Company’s
website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents,
files, information etc. of the Company. The policy may be downloaded from the Company’s website. The relevant weblink is: https://
cybermedia.co.in/corporate-governance/

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the Company’s website. The
relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Risk Management

Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and
effective manner. In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology
obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk,
political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives,
operations, revenues and regulations. The Company has a Risk Management Policy. The Audit Committee of the Company reviews
the Risk Management Policy and its implementation.

The policy is also available on the Company’s website. The relevant link is: https://cybermedia.co.in/corporate-governance/.

Code of Conduct for the Board of Directors and Senior Management

The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Company’s
website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Board Diversity Policy

The Company has on place a policy for the diversity of the Board which is available on the Company’s website. The relevant weblink
is: https://cybermedia.co.in/corporate-governance/.

Policy for Evaluation of Board Performance

In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act, 2013, the Company has criteria
for evaluation of Board performance which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/
corporate-governance/

Sexual Harassment Policy

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has a policy and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes
against sexual harassment are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year, are as under:

Number of complaints at the opening of the financial year: Nil

Number of complaints filed during the financial year: Nil

Number of complaints disposed of during the financial year: Nil

Number of complaints pending as on end of the financial year: Nil

23. Deposits from the public

The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory
modification(s) or re-enactment(s) thereof).

24. Conservation of energy, technology absorption and foreign exchange and outgo

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to
Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:

Conservation of energy:

i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy
consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make
its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different
circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems
provided to the employees have been shut down properly at the time of closure of office etc.

ii. No new investment is made on such energy saving devices during the financial year.

iii. Further, since energy costs comprise a very small part of your Company’s total expenses, the financial implications of these
measures are not material.

Technology absorption:

> The Company has a strong technology focus, and is proactively investing in new tools and systems that drive efficiency. This
includes leveraging AI in a planned manner that is already helping with functions like finance, sales and operations. Our product
roadmap remains robust and will continue to develop and streamline systems using both in-house as well as external products.

> By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive
prices.

> The Company firmly believes in that research and development of new techniques and processed will help the Company to
grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.

Foreign exchange earnings and outgo:

The details of foreign exchange earned and outgo during the year are as follows: (Amount in INR)

Particulars	Standalone	Consolidated
Foreign Exchange earnings	73,68,106.31	31,75,74,824.67
Foreign Exchange Expenditure	3,61,25,281.60	26,33,69,113.53

Efforts and initiatives in relation to exports

The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to
make changes in how we are organized and how we build and deliver technologies. The Company serves its Digital Ads Services,
Events, Print Ads, Advisory, Contents etc. to its clients with analytics. Besides those services, the Company also offers standalone
Analytics services to its ICT clients.

The Company’s mission is to partner with enterprises, industry associations and governments in research, consulting & advisory, and
go-to-market services and enable them to achieve success and sustained growth

25. Disclosures as per the Companies (Accounts) Rules, 2014

There was no change in nature of business of the Company.

Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the
year under review: Nil.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company’s operations in future.

26. Other disclosures

Material changes and commitments affecting the financial position of the Company

(i) GST Matter:

• During the year, the Company received an Order dated April 26, 2024 (“GST Order”) from the GST Department under
section 73 of the SGST/CGST Act, 2017 demanding a sum of INR 74.22 Lakh towards input tax credit, interest and penalty,
in respect of the financial year 2018-19.

• Against the GST Order, the Company, on July 02, 2024, filed a writ petition before the Hon’ble High Court of Delhi, New
Delhi. The High Court, vide its Order dated July 23, 2024, set aside the GST Order and remanded back the matter for fresh
consideration by the GST Department.

• The GST Department considered the matter as afresh and vide its Order dated October 10, 2024, reduced the total
demand to INR 1,800 which has been paid.

(ii) Ram Capoor Legal Matter:

• In March 2023, a petition was filed against the Company before the Hon’ble High Court of Delhi, New Delhi by Mr. Ram
Capoor, Ex-employee of CyberMedia India LLC, (WOS which was dissolved on March 08, 2021), alleging a demand of
USD 2.17 million under an ex-parte arbitral foreign award dated October 12, 2022.

• On December 12, 2024, the Company and Ram Capoor entered into an agreement to amicably settle the matter for a total
sum of USD 1.00 million to be paid by the Company into five installments, out of which two installments, each of USD 2.50
Lakh have been paid on December 12, 2024 and March 12, 2025 respectively.

• On January 13, 2025, the High Court has disposed off the aforesaid petition.

Particulars of loans, guarantees and investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Annual Return

In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2025 prepared as per
sub-section (3) of Section 92 of the Act has been hosted on the Company’s website. The relevant weblink is: https://cybermedia.
co.in/financial-results/

Listing on stock exchanges

The Company’s shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with scrip id/symbol
532640/CYBERMEDIA, respectively. The Company confirms that the annual listing fees to both the stock exchanges for the financial
year 2024-25 have been paid.

Depository System

The Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central
Depository Services (India) Limited. As of March 31,2025, 98.68% of the equity shares of the Company were held in dematerialised
form.

Details of application(s) made under the Insolvency and Bankruptcy Code, 2016

During the year, there was no application made under the Insolvency and Bankruptcy Code, 2016.

Disclosure on cost records

The provisions of Section 148 of the Act are not applicable to the Company. Hence, the Company is not required to maintain any cost
records.

Loan from Directors

In order to meet working capital requirements, the Company has borrowed funds from time to time from Mr. Pradeep Gupta,
Chairman and Managing Director of the Company. As on March 31,2025, the outstanding loan of Mr. Pradeep Gupta was INR 3.69
crore.

Additional Information

The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes
attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditors’ Report are
self-explanatory and therefore do not call for any further explanation.

27. Acknowledgements

The Directors express their warm appreciation to the Company’s employees for their unstinted commitment and continued contribution
to the growth of the Company.

The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other
business associates for their continued support and co-operation in the Company’s progress.

The Directors appreciate and value the contribution made by every member of the CyberMedia family.

For and on behalf of the Board of
Cyber Media (India) Limited

Pradeep Gupta Krishan Kant Tulshan

Chairman and Managing Director Director

DIN:00007520 DIN:00009764

New Delhi
May 27, 2025

---

Mar 31, 2024

The Directors have pleasure to present the Forty Second Annual Report of Cyber Media (India) Limited (“the Company” or “CyberMedia”) alongwith the audited financial statements for the financial year ended March 31,2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial summary

The standalone and consolidated financial statements for the financial year ended March 31,2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof) (hereinafter referred to as “the Act”) and the guidelines issued by Securities and Exchange Board of India.

Key highlights are given as under: (INR in Lakhs)
	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1385.83	1523.96	10180.31	7842.89
Other income	235.04	21.08	245.41	20.36
Total Income	1620.87	1545.04	10425.72	7863.25
Direct Expenses	816.29	911.68	8108.46	6037.69
Employee Benefits Expenses	506.85	421.19	1230.84	1002.31
Other Expenses	168.01	96.36	315.66	282.23
EBITDA	129.72	115.81	770.76	541.02
Financial Expenses	66.00	43.85	88.30	126.74
Depreciation	12.30	9.81	41.52	38.91
Profit Before Tax and Exceptional items	51.42	62.15	640.94	375.37
Exceptional items	60.34	(600.02)	138.03	(600.02)
Profit Before tax	(8.92)	662.17	502.91	975.39
Tax Expenses	28.11	352.64	162.75	476.58
Profit After Tax	(37.03)	309.53	340.16	498.81

2. Dividend

In the absence of profits, the Directors do not recommend any divided for the year under review.

3. Share Capital

During the year under review, there was no change in the share capital.

Further, during the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the year and hence no details / information is provided in this respect.

4. Transfer to reserves

No amount has been transferred to the reserves during the year under review.

5. Company performance

Consolidated Performance: The Company has boosted its performance in terms of net profit during the year 2023-24 income from operations which has grown to INR 101.80 crore as compared to INR 78.43 crore during the previous year, a growth of 29.80%. The Company has recorded earnings before interest, tax and depreciation on consolidated basis during the year under review at INR 7.71 crore as compared to INR 5.41 crore in the previous year, a growth of 42.51 %. The net profit margins recorded at INR 3.40 crore in the year under review as compared to INR 4.99 crore in previous year, a downfall of 46.76%.

Standalone Performance: During the year under review, your company reported a downfall in revenue from operations of digital ads, events, print ads, etc. over the previous year. The Revenue from operations decreased to INR 13.86 crore as compared to INR 15.24 crore in the previous year, a downfall of 9.06%. During the year under review, profit before interest, tax and depreciation stood at INR 1.30 crore against INR 1.16 crore during the previous year, a growth of 12.07%. The net loss for the year under review is INR 0.37 crore as compared to the previous year net profit of INR 3.10 crore, a downfall of 111.94%.

The Board is very glad that your Company has recorded its highest revenue at consolidated basis during the year under review as compared with overall previous years in the history of the Company. Moving ahead, we are sure that the Company will continue growing on this performance and generate higher revenues in coming years.

6. Human resource management

The Company’s culture and reputation as a leader in digital technologies, adtech, data analytics, and next-generation services enable us to attract and retain high quality talent. The competency development of our employees continues to be a key area of strategic focus for us. There is a constant endeavor to conduct training and team building activities that help in maintaining camaraderie, knowledge, motivation and culture within the organization.

The Company invested in building tighter control systems improving processes and operational efficiencies as a result. By establishing smooth WFH processes and remote collaboration, our operation teams are able to ensure that client service level agreements are met and project milestones delivered on time.

Balancing employee well-being, the Company has explored new ways of remote and hybrid working and managing the changing expectations of employees.

This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as asset of the Company. The overall attrition rate of employees of the Company was 7.81 percent at March 31,2024.

In order to ensure smooth functioning, maintain employees’ overall data in one place, viz. attendance, leave records, declarations, leave and WFH approval process etc., the Company maintains ‘Zimyo’ application. During the year, the Company has explored the requisitions of new hirings and appraisals of employees through ‘Zimyo’ application.

The Company believes and maintain the diversity of employees and in order to support the women, during the year, the women employees’ percentage was 23.43 percent.

The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that yield desired results. The total number of employees in the Company as on March 31,2024 were 64.

7. Annual report circulation

In compliance with the MCA’s vide its General Circular No. 09/2023 dated September 25, 2023 read with its General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/ 2022 dated May 05, 2022 and General Circular No. 10/2022 dated December 28, 2022, and SEBI Circular No. SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2023/167 dated October 07, 2023, Notice of the Annual General Meeting (‘AGM’) along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website: www.cybermedia.co.in, websites of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of Company’s RTA, Link Intime India Private Limited https://instavote.linkintime.co.in.

8. Consolidated financial statements

The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided in the Annual Report.

9. Company subsidiaries/joint ventures/associate companies Subsidiaries

As on March 31,2024, the Company has four subsidiaries, Indian and foreign, the details of which are as under:

Sr. No.	Name of Company	Shareholding (%age)	Subsidiary
(i)	Cyber Media Research & Services Limited	38.17	Through Board of Directors’ Control
(ii)	Cyber Astro Limited	37.50	Through Board of Directors’ Control
(iii)	Cyber Media Services Limited	100	Wholly Owned Subsidiary

Further, one of the subsidiaries has further subsidiary as under:

Cyber Media Services Pte. Limited, Wholly Owned Subsidiary of Cyber Media Research & Services Limited.

Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a Statement containing salient features of the financial performance of subsidiaries and associates for the financial year 2023-24 in Form No. AOC-1 is attached to this Report as Annexure-A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company https://www.cybermedia.co.in/investor-relations.

Joint venture/associate company

As on March 31,2024, the Company has an associate company, Cyber Media Foundation Limited.

As on March 31,2024, the Company has no joint venture with any company, firm or body corporate etc.

10. Directors’ responsibility statement

Pursuant to the provisions of sub-section (5) of Section 134, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they 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 the profit and loss of the Company for that period;

c. they 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;

d. they have prepared the annual accounts on a going concern basis;

e. they 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

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

11. Directors and key managerial personnel

Completion of Terms of Mr. Krishan Kant Tulshan as Independent Director

Mr. Krishan Kant Tulshan, as Independent Director was initially appointed on May 29, 2014 for a term of five consecutive years and on May 29, 2019 was appointed for a further (second) term of five consecutive term which completes on May 28, 2024. The Company recognises and appreciates his valuable contribution and guidance extended by him to the Company during his entire period of ten years as Independent Director.

Director liable to retire to rotation

Mr. Dhaval Gupta (DIN:05287458) retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Company’s Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the organization.

As on March 31,2024, the Board comprised of four non-executive independent directors.

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including any statutory modifications, circulars, notifications etc. (hereinafter referred to as the “Listing Regulations”). There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the Company,

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Gupta, Chairman and Managing Director, Mr. Madan Mohan Singh, Chief Financial Officer and Mr. Anoop Singh, Company Secretary are the Key Managerial Personnel as on March 31,2024.

Composition of the Board of Directors

The Board comprises of seven directors viz. Executive, Non-Executive and Independent Directors including one woman director. The details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.

12. Number of meetings of the Board

Five meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance at the meetings, number of directorships in other entities, please refer the Corporate Governance Report attached to this report.

13. Committees of the Board:

The Company’s Board has following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Investment Committee

During the year, all recommendations made by the Committees were approved by the Board.

Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at meetings of the Committees are provided in the Corporate Governance Report which is part of this report.

14 Board evaluation

The Company’s external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.

Our focus towards our clients, employees, investors and partners remained unwavering through this period. This reflected in the record number of large deals we secured even while working remotely.

In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

Performance evaluation is carried out in the following manner:

a. Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;

b. Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;

c. Evaluation of the Overall Board by the Independent Directors; and

d. Evaluation of the Committees by the Board.

All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman, Non-executive Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman, Committees as mentioned above. After seeking the filled in forms, an analysis report is prepared with respect to the rating given to the person being evaluated.

The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Company’s function.

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.

15. Particulars of employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.

16. Transactions with related parties

a. During the year under review, there were some transactions entered into by the Company with related parties, which were in the Ordinary Course of Business and at Arm’s Length pricing basis for which the Audit Committee granted omnibus approval (which are repetitive in nature) and the same were reviewed by the Audit Committee and the Board.

b. There was no materially significant transaction with related parties which was at arm’s length basis.

c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company.

d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-C to this report.

17. Disclosure requirements

As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary’s Certificate thereon and MD/ CEO’s certificate and the Management Discussion and Analysis are attached to this report which form part thereof.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Related Party disclosures/transactions are detailed in the Notes to the financial statements.

18. Corporate Social Responsibility

The Company’s net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence, the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.

19. Internal financial control and their adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

20. Auditor’s report and Secretarial audit report Statutory Auditor’s report

The statutory auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed against the Company by its officers or employees.

Secretarial Auditor’s report

The secretarial auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial auditor’s report is attached to this report as Annexure-D.

Internal Auditor’s Report

The Internal Auditor submitted their report to the Audit Committee on quarterly basis.

21. Company’s policies

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also available on Company’s website link: https://cybermedia.co.in/corporate-governance/.

During the year, the Company did not receive any complaint under vigil mechanism. There was no pending complaint at the opening and closing of the year.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on the Company’s website. The related weblink is: https://cybermedia.co.in/corporate-governance/.

Policy on Related Party Transactions

The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available on Company’s website link, https://cybermedia.co.in/corporate-governance/.

Policy for Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Code of Conduct for Prevention of Insider Trading in Company’s Securities

The Company has Code of Conduct for Prevention of Insider Trading in Company’s Securities which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents, files, information etc. of the Company. The policy may be downloaded from the Company’s website. The relevant weblink is: https:// cybermedia.co.in/corporate-governance/

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Risk Management

Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and effective manner. In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. The Company has a Risk Management Policy. The Audit Committee of the Company reviews the Risk Management Policy and its implementation.

The policy is also available on the Company’s website. The relevant link is: https://cybermedia.co.in/corporate-governance/.

Code of Conduct for the Board of Directors and Senior Management

The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Board Diversity Policy

The Company has on place a policy for the diversity of the Board which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Policy for Evaluation of Board Performance

In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act, 2013, the Company has criteria for evaluation of Board performance which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/ corporate-governance/

Sexual Harassment Policy

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes against sexual harassment are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year, are as under:

Number of complaints at the opening of the Financial Year: Nil

Number of complaints filed during the Financial Year: Nil

Number of complaints disposed of during the Financial Year: Nil

Number of complaints pending as on end of the Financial Year: Nil

22. Deposits from the public

The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory modification(s) or re-enactment(s) thereof).

23. Conservation of energy, technology absorption and foreign exchange and outgo

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:

Conservation of energy:

i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems provided to the employees have been shut down properly at the time of closure of office etc.

ii. No new investment is made on such energy saving devices during the financial year.

iii. Further, since energy costs comprise a very small part of your Company’s total expenses, the financial implications of these measures are not material.

Technology absorption:

> The Company uses latest equipment and state of the art products and technology to provide a tech friendly environment to its employees. We are investing in process-driven technology automation across all operational functions. This includes proprietary products developed in-house as well as leveraging tools from the market.

- The Company uses diverse mix of technology platforms across its business functions driven by business needs. Some of the technologies being utilized are C , corePHP, React, Angular, MongoDB, Hadoop, javascript, node.js, GO, Python, Ruby, Arya, among others. The Company has the internal knowledge and expertise across all these technologies.

- For our product offerings, we are currently working with prominent cloud computing partners including Amazon Web Services, Automattic, DigitalOcean, Liquidweb, Kinsta, Escan, Stracture Digital Database, tdsman, Zimyo HR Management, among others. Our systems also put high premium on security protocols, and ensure the data is protected.

> By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive prices.

> The Company firmly believes in that research and development of new techniques and processed will help the Company to grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.

Foreign exchange earnings and outgo:

The details of foreign exchange earned and outgo during the year are as follows:

(Amount in INR)
Particulars	Standalone	Consolidated
Foreign Exchange earnings	10,591,690	44,22,23,793
Foreign Exchange Expenditure	--	35,63,15,829

Efforts and initiatives in relation to exports

The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to make changes in how we are organized and how we build and deliver technologies. The Company serves its Digital Ads Services, Events, Print Ads, Advisory, Contents etc. to its clients with analytics. Besides those services, the Company also offers standalone Analytics services to its ICT clients.

The Company’s mission is to partner with enterprises, industry associations and governments in research, consulting & advisory, and go-to-market services and enable them to achieve success and sustained growth

24. Disclosures as per the Companies (Accounts) Rules, 2014

There was no change in nature of business of the Company.

Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the year under review: Nil.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

25. Other disclosures

Material changes and commitments affecting the financial position of the Company

(i) GST Matter:

a. The Company is in receipt of Order dated April 26, 2024 from the GST Authority passed under section 73 of the SGST/ CGST Act, 2017 disallowing the GST input tax credit of INR 36,50,648 levying an interest of INR 34,06,205 and a penalty of INR 3,65,064 thereon, aggregating to a total demand of INR 74,21,917. Further, the Order has also levied an interest of INR 14,03,038 for the late payment of tax for the financial year 2018-19.

b. The Company is seeking legal advice from the GST consultant on the above GST Orders and shall take appropriate steps available under law, viz., appeal/petition to the higher authority/tribunal/court.

(ii) Petition filed against the Company:

The Company received a Notice from the Hon’ble High Court of Delhi, New Delhi stating that a Petition No. O.M.P. (EFA) (COMM.) 2/2023 has been filed before it by Mr. Ram Capoor, Ex-employee of CyberMedia India, LLC, (Wholly Owned Subsidiary of the Company, which was dissolved on March 08, 2021), alleging the demand of USD 2,167,229.50 under an ex-parte arbitral foreign award dated October 12, 2022.

The Company is taking all necessary steps to protect the interest of the Company in the aforesaid matter.

The matter is pending before the Hon’ble High Court of Delhi, and the next date of hearing is scheduled for arguments on May 29, 2024.

Particulars of loans, guarantees and investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Annual Return

In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2024 prepared as per sub-section (3) of Section 92 of the Act has been hosted on the Company’s website. The relevant weblink is: https:// cybermedia.co.in/financial-results/

Listing on stock exchanges

The Company’s shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with scrip id/ symbol 532640/CYBERMEDIA, respectively. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2023-34 have been paid.

Depository System

The Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2024, 98.68% of the equity shares of the Company were held in dematerialised form.

Details of application(s) made under the Insolvency and Bankruptcy Code, 2016

During the year, there was no application made under the Insolvency and Bankruptcy Code, 2016.

Disclosure on cost records

The provisions of Section 148 of the Act are not applicable to the Company, hence the Company is not required to maintain any cost records.

Loan from Directors

In order to meet working capital requirements, the Company has borrowed funds from time to time from Mr. Pradeep Gupta, Chairman and Managing Director of the Company. As on March 31,2024, the outstanding loan of Mr. Pradeep Gupta was INR 1.70 crore.

Additional Information

The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation.

26. Acknowledgements

The Directors express their warm appreciation to the Company’s employees for their unstinted commitment and continued contribution to the growth of the Company.

The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other business associates for their continued support and co-operation in the Company’s progress.

The Directors appreciate and value the contribution made by every member of the CyberMedia family.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31,2015.

Financial Summary of the Company

The comparative financial position of the Company for the year under report and the previous year is as follows:

(Rupees Million)

Particulars FY 15 FY 14

Total Income 169.05 245.14

Expenditure

- Direct Expenses 6.05 7.17

- Employee Benefits Expenses 59.14 64.16

- Other Expenses 124.50 128.47

EBITDA (20.64) 45.34

- Financial Expenses 40.35 38.70

- Depreciation 15.42 17.53

- Exceptional Expenses — —

Profit Before Tax for the Year (76.41) (10.89)

Provision for Taxation (17.43) (5.01)

Profit After Tax for the Year (58.98) (5.88)

Performance Review

Financial year 2014-15 has indeed been a challenging year not just for the Indian Media & Entertainment Industry, or even the Indian economy, but for the larger world economy. With a view to this, the Company put hard efforts to achieve its target and consequently, managed to pull consolidated revenue of Rs. 564.93 million for the financial year ended March 31, 2015 as against previous year's revenue of Rs. 611.68 million. The EBITDA on consolidated basis for the financial year ended March 31, 2015 stands at Rs.15.86 million against Rs. 77.28 Million for the last year. The EBITDA on standalone basis has gone down to Rs. (20.64) Million against the last year's figure of Rs. 45.34 million. Further, the net loss figures both on consolidated basis as well as standalone basis were Rs. (69.63) million and Rs. (58.98) million respectively.

Dividend

Your Directors have not declared any dividend for the year 2014-15. Reserves

No amount has been transferred to the reserves.

Corporate Affairs Human Resources

People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable achievement of organisational vision. Structure, Process and Culture are the cornerstones of our Human Resources strategy and we have made strides in each area during the last

year. Employee involvement across Indian and International locations and recognition for individual and team achievements received another fillip.

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

Particulars of Employees and Related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in this Report..

Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, 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 without any fee and free of cost.

Corporate Governance

Your Company is fully compliant with the Corporate Governance guidelines, as laid out in Clause 49 of the Listing Agreement. All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached as Annexure B to this Report.

The Chairman & Managing Director has given a certificate of compliance with the Code of Conduct, which forms part of Annexure B, as required under Clause 49 of the Listing Agreement.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing Agreement and have certified the compliance, as required under Clause 49 of the Listing Agreement. The Certificate has given by the Statutory Auditors in this regard, which forms part of Annexure B.

The Chairman & Managing Director / Chief Financial Officer (CEO/ CFO) have given certification as required under Clause 41 of the Listing Agreement, which forms part of Annexure B.

Related Party disclosures/transactions are detailed in the Notes to the financial statements.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements 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.

Subsidiaries/Joint Ventures/Associate Companies

Your Company has Nine subsidiaries, out of which Three are Indian Companies and Six are foreign Companies.

A. Indian Subsidiaries

(i) Cyber Media Research & Services Limited,

(ii) Cyber Astro Limited, and

(iii) Cyber Media Services Limited

B. Foreign Subsidiaries

(i) Cyber Media Singapore Pte Limited

(ii) Cyber Media (India) LLC

(iii) Kurrent Media LLC, the Company which has become to be Subsidiary of the Company during the financial year

(iv) TDA Group Inc., (subsidiary of Cyber Media (India) LLC)

(v) Content Matrix LLC, (subsidiary of Cyber Media (India) LLC)

(vi) Global Services Media LLC, (subsidiary of Cyber Media (India) LLC)

A gist of the financial performance of the subsidiaries is contained in the Annual Report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or its subsidiaries interested in obtaining the same.

C. Associate Companies

(i) Cyber Media Careers Limited, (This is under process of striking-off).

(ii) Cyber Media Foundation Limited, and

(iii) Any Time Media Services Limited.

Board Meetings held during the year

During the financial year, 4 (Four) meeting of the Board of Directors of the Company were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure B to this Report.

Directors and Key Managerial Personnel

a. Appointment of Director:

Mrs. Varsha Bedi (DIN: 00850365) was appointed as Additional Director, under category 'Woman and Independent' with effect from February 11,2015. Mrs. Varsha Bedi, an Additional Director, being eligible for re-appointment as Director, offers herself to be appointed as Independent Director.

b. Key Managerial Personnel:

(i) Mr. Hoshiediar Rastom Ghaswalla (DIN: 06371019), was appointed as Whole-Time Director by the Board of Directors at its meeting held on August 13, 2015. His appointment is to be effective from 01.10.2015, subject to approval of members of the Company at the ensuing annual general meeting to be held on 30th September, 2015.

(ii) Mr. Dhaval Gupta (DIN: 0528745), was appointed as Whole-Time Director by the Board of Directors at its meeting held on August 13, 2015. His appointment is to be effective from 01.10.2015, subject to approval of members of the Company at the ensuing annual general meeting to be held on 30th September, 2015.

Declaration by an Independent Director(s) and re-appointment, if any

In terms of Section 149(6) of the Companies Act, the Company has received Declaration from the Independent Directors of the Company, the names of whom are as under:

(i) Mr. Krishan Kant Tulshan (DIN: 00009764)

(ii) Mr. Arun Kumar Dang (DIN: 00087126)

(iii) Mrs. Varsha Bedi (DIN: 00850365)

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board have undergone a formal review which comprised Board effectiveness survey and review of materials.

This was delivered by an external specialist and resulted in a full Board effectiveness report and Directors' feedback. This is further supported by the Chairman's Annual Director Performance Review.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director).

The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure B to this Report.

Audit Committee

During the financial year, 4 (Four) meeting of the Audit Committee of the Board of Directors of the Company were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure B to this Report.

Voluntary Delisting of Company's Equity Shares from the Bombay Stock Exchange Limited

The Company has been facing financial crisis for a long period of time. In view of this, the Board of Directors of the Company found the listing fees payable to the Bombay Stock Exchange Limited (BSE) burdensome and disproportionate to the benefits accruing to the Company and there has been negligible trading for a considerable period of time. Hence, the Board of Directors, at its meeting held on May 27, 2015, approved a proposal for voluntary de-listing of Company's Equity Shares from BSE in accordance with Regulations 6 & 7 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 including any statutory modification(s) or enactment thereof ('Delisting Regulations'). Accordingly, on June 15, 2015, an application has been submitted to BSE in this regard which is yet to be approved by BSE.

However, the Equity Shares of the Company will continue to remain listed on National Stock Exchange of India Limited (NSE) having nation-wide trading terminals.

Share Capital

A) Issue of equity shares with differential rights:

There was no issuance of equity shares with differential rights during the period under review.

B) Issue of sweat equity shares:

There was no issuance of sweat equity shares of the Company during the period under review.

C) Issue of employee stock options:

There was no issuance of employee stock options of the Company during the period under review.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

There was no provision of money by the Company for purchase of its own shares by employees or by trustees for the benefits of employees during the period under review.

Extract of Annual Report

An Extract of Annual Return in Form MGT-9 as on March 31,2015 is attached as Annexure C to this Report.

Corporate Social Responsibility (CSR)

The Company's net worth and turnover are far below the limits as specified under the provisions of section 135 of the Companies Act 2013. Further, the Company has no profit during the financial year under review.

In view of the above, the provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company.

Material Changes and Commitments affecting the Financial Position of the company

As on date, there are no material changes / events affecting the financial position of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going status and Company's operations in future:

There are no significant and/or material orders during the financial year.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including the Company's adhering policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Deposits

During the year under review, your Company has not accepted any deposits under Chapter V of the Companies Act, 2013, and Rules made there under.

Auditors:

Statutory Auditors

The Statutory Auditors of the Company, M/s Goel Mintri & Associates, Chartered Accountants, (Firm Registration No. 013211N), appointed on the last Annual General Meeting of the Company held on 30.09.2014 for a period commencing 32nd AGM held on 30.09.2014 till conclusion of 37th AGM, being eligible, they offer themselves for re-appointment. They have furnished a Certificate stating that if they are re-appointment, it would be within the limits specified under section 139 of the Companies Act, 2013.

Your Directors recommend the ratification of the appointment of M/ s Goel Mintri & Associates, Chartered Accountants as Statutory Auditors by the members at the ensuing AGM of the Company and to authorise the Board of Directors to fix their remuneration.

Statutory Auditors' Report

There was no disqualification, adverse remarks or disclaimer in the report issued by the Statutory Auditor of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act,

2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 your Company engaged the services of Mr. Nagendra Singh, Company Secretary in Practice, Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015. Secretarial Audit Report (in Form-3) is attached as Annexure D to this Report.

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company.

In respect of all Protected Disclosures, those concerning the Chairman and/or Managing Director should be addressed to the Chairman of the Audit Committee; those concerning the Directors and employees at the levels of Vice Presidents and above should be addressed to the Managing Director of the Company; and those concerning other employees should be addressed to the Compliance Officer of the Company. No complaints were received during the year.

Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B to this Report.

Nomination and Remuneration Policy

Company's policy on the appointment and remuneration of directors and key managerial personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company, which is attached as Annexure E to this Report.

Loans, Guarantees or Investments under Section 186

During the period under review, the Company had not made any loan to or borrowed any funds from any bank/financial institutions or made any investments seeking the requirement of compliance with section 186 of the Companies Act, 2013.

Related Party Transactions

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year which were in conflict with the interest of the Company.

During the year, your Company entered into a transaction (not being materially significant transaction as per) with Kurrent Media LLC, WOS, to sell its 100% stake (90000 equity shares of Rs. 10 each) in Cyber Media Services Limited, a 100% Indian Subsidiary of the Company, for a total sale consideration of USD 900,000.

The Board had approved policies on Related Party Transactions and Material Subsidiary. The policies have been uploaded on the Company's website.

In accordance with sub-section (1) of section 188 of the Companies Act, 2013, the particulars of contracts or arrangements entered into by the company with related parties including arm's length transactions are given herein in Form No. AOC-2, which is attached as Annexure F to this Report.

Management Remuneration Policy

A. Details as required pursuant to Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel)

Rules, 2014:

(i) During the financial year, there was only one executive director (Chairman & Managing Director). Other directors were independent directors. Being the bad financial condition of the Company, executive director voluntarily refused to receive his remuneration during that period. Hence, no ratio was measured between the remuneration of a director to the median employees of the Company during the period under review.

(ii) Being the bad financial condition of the Company, no increment was made in remuneration of directors and company secretary. Chief financial officer has not voluntarily been receiving any remuneration from the Company.

(iii) The percentage increase in the median remuneration of employees during the financial year was 3.45 percent.

(iv) The number of permanent employees on the rolls of the Company was 105.

(v) The average increase in remuneration and the Company performance:

Company performance was -31.05 percent and increase in remuneration -7.82 percent.

(vi) Being the bad financial condition of the Company, no increment was made in remuneration of key Managerial Personnel during the financial year.

(vii) During the financial year, the remuneration was as per the policy of the Company.

(viii) Price earning ration as at the closing date of the current financial year was: Basic: (5.62) and Diluted (5.62), at previous year: Basic: (0.56) and Diluted (0.56). Percentage increase over decrease in the market quotations of the shares of the company came out with the latest public offer was 28.70%

B. Details as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: No employee in the Company received any remuneration exceeding the limit as specified under the said rule. Further, no employee of the Company received any remuneration in excess of that of managing director of the Company.

C. No director of the Company is in the receipt of any commission from the Company. Any director including Managing Director (Executive) of the Company was not in receipt of any remuneration, sitting fee, commission from the Company. Further, no director of the Company including Managing Director (Executive) is receiving any remuneration or commission from any subsidiary of the Company.

Risk Management Policy:

Your Company has a robust Risk Management policy. The Company through a Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report attached as Annexure G to this Report.

Directors' Responsibility Statement

Directors Responsibility Statement prepared in accordance with clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgment 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 the profit and loss of the Company for that period.

c) That 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 prevention and detection of fraud and other irregularities.

d) That the Directors had prepared the annual accounts on an ongoing concern basis.

e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are furnished in Annexure A to this Report.

Acknowledgements

Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellent performance and commendable teamwork and have thrived in a challenging environment.

The Directors thank the valued customers for the continued patronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Cyber Media (India) Ltd

Sd/- Sd/-

Pradeep Gupta Krishan Kant Tulshan Place: New Delhi Chairman & Director Date : August 13, 2015 Managing Director DIN: 00009764 DIN: 00007520

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Second Annual Report on the business and operations of your Company together with the Audited Annual Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The comparative financial position of the Company for the year under report and the previous year is as follows in accordance with the provisions of clause (a) of sub-section (1) of section 217 of the Companies Act, 1956:

(Rupees Million) Consolidated Standalone Particulars FY14 F13 FY14 FY13

Total Income 598.56 716.09 245.12 319.05

Expenditure

- Direct Expenses 11.57 30.85 7.17 27.16

- Personnel Expenses 199.98 239.54 64.16 92.32

- Other Expenses 322.88 399.05 128.47 182.35

EBITDA 64.13 56.57 45.32 17.22

- Financial Expenses 50.76 46.42 38.70 35.94

- Depreciation 50.68 46.16 17.53 14.35

- Exceptional Expenses - - - -

Profit Before Tax (24.18) (36.02) (10.89) (33.07) for the Year

Provision for Taxation (12.12) (18.33) (5.01) (8.98)

Profit After Tax (12.07) (17.69) (5.88) (24.09) for the Year



FINANCIAL/OPERATION PERFORMANCE REVIEW

Financial year 2013-14 has indeed been a challenging year not just for the Indian Media & Entertainment Industry, or even the Indian economy, but for the larger world economy. With a view to this, the Company put hard efforts to achieve its target and consequently, managed to pull consolidated revenue of Rs. 598.56 million for the financial year ended March 31, 2014 as against previous year''s revenue of Rs. 716.09 million. The EBITDA on consolidated basis for the financial year ended March 31, 2014 stands at Rs. 64.13 million against Rs.56.57 Million for the last year. The EBITDA on standalone basis has gone up to Rs. 45.32 Million against the last year''s figure of Rs. 17.22 million. Further, the net loss figures both on consolidated basis as well as standalone basis were Rs. 12.07 million and Rs. 5.88 million respectively.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India notified under Section 209 of the Companies Act, 1956. The Audited consolidated financial statements together with Auditors Report form part of the Annual Report.

DIVIDEND

Your Directors have not declared any dividend for the year 2013- 14.

RESERVES

No amount has been transferred to the reserves.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has Eight subsidiaries, out of which three are Indian Companies and five are foreign Companies.

Indian Subsidiaries include:

Cyber Media Research & Services Limited (Formerly known as Cyber Media Research Limited), Cyber Media Services Limited and Cyber Astro Limited.

Foreign subsidiaries include Cyber Media Singapore Pte Limited and Cyber Media India LLC.

Cyber Media India LLC further has three subsidiaries viz: TDA Group Inc., Content Matrix LLC, and Global Services Media LLC.

A gist of the financial performance of the subsidiaries is contained in the report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or its subsidiaries interested in obtaining the same.

The companies which are associates to the Company are: Cyber Media Careers Limited, Cyber Media Foundation Limited and Any Time Media Services Limited.

The Ministry of Corporate Affairs, Government of India, issued a General Circular No. 2/2011 dated February 8, 2011 and granted a general exemption for complying with the provisions of Section 212 of the Companies Act, 1956 subject to certain conditions. Accordingly, the Board of Directors of the Company at its meeting held on May 29, 2014 decided to comply with the conditions as stipulated in the said circular. A brief of the conditions are given hereunder for reference:

(i) The annual accounts of the subsidiary(ies) and other related information shall be made available to Shareholders of the Company holding and subsidiary Companies and on demand the copies of the same shall also be furnished to the shareholders.

(ii) The annual accounts of the subsidiary(ies) shall be kept for inspection to the shareholders in the Registered Office of the Company and/or the subsidiaries concerned.

(iii) The statement of financials of the subsidiaries shall form part of the audited Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956, and Rules made there under.

BUY BACK OF SHARES

The Company has not under taken any exercise of buy back of its equity shares during the year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd. The annual listing fee for the financial year 2013-14 has been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FORREIGN EXCHANGE EARNING AND OUTGO

Information relating to conservation of energy, technology absorption, research and development and foreign exchange earning and outgo forming part of directors'' report in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 as amended, has been given in Annexure A to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared in accordance with sub-section 2AA of Section 217 of the Companies Act, 1956 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- That the Directors had selected such accounting policies and applied them consistently and made judgment 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 the profit and loss of the Company for that period.

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

- That the Directors had prepared the annual accounts on an ongoing concern basis.

BOARD OF DIRECTORS

(i) On February 11, 2014, Mr Arun Kumar Dang was appointed as Additional Director in terms of Section 161(1) of the Companies Act, 2013 (section 260 of the Companies Act, 1956) in the category of ''Non-Executive'' and is continuing as ''Independent Director'' and further meets the criteria for independence as provided under Section 149(6) of the Companies Act, 2013 to be independent in the Board. In terms of the aforesaid section of the Companies Act, 2013, as Additional Director shall hold office upto the date of the next Annual General Meeting and be eligible for appointment to the office of a director at any general meeting in terms of Section 160 of the Companies Act, 2013.

However, in terms of Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years, but shall be eligible for re-appointment on passing a Special Resolution by the Company. Further, Section 149(13) of the Companies Act, 2013 provides that the provisions pertaining to retirement of Directors by rotation shall not be applicable to Independent Directors.

In order to ensure the compliance with the provisions of Section 149 and 152 of the Companies Act, 2013 read with the Rules made thereunder, it is proposed that approval of the shareholders be accorded for the appointment of Mr. Arun Kumar Dang as ''Independent Director'' for a term of five years effective from April 1, 2014 to March 31, 2019. His appointment is required to be in compliance with the provisions of Section 160 of the Companies Act, 2013.

Brief resume of Dr. Arun Kumar Dang, nature of expertise, details of directorships held in other companies and shareholding in the Company as stipulated under Clause 49 of the listing Agreement with the Stock Exchanges is summarized in the Corporate Governance Report forming part of this Annual Report.

Your Directors recommend their appointment as Independent Director.

(ii) Mr. Krishan Kant Tulshan was appointed as Director in the Board of the Company on February 7, 1997 in terms of section 260 of the Companies Act, 1956 (Section 161(1) of the Companies Act, 2013). Further, he was appointed as a Non- Executive Director from October 18, 2010 in the category of ''Non-Executive and is continuing as ''Non-Executive Director''. He has been as independent in the Board of the Company since October 18, 2010 and meets the criteria for independence as provided under Section 149(6) of the Companies Act, 2013 to be independent in the Board.

In terms of Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years, but shall be eligible for re-appointment on passing a Special Resolution by the Company. Further, Section 149(13) of the Companies Act, 2013 provides that the provisions pertaining to retirement of Directors by rotation shall not be applicable to Independent Directors.

In order to ensure the compliance with the provisions of Section 149 and 152 of the Companies Act, 2013 read with the Rules made thereunder, it is proposed that approval of the shareholders be accorded for the appointment of Mr. Krishan Kant Tulshan as ''Independent Director'' for a term of five years effective from May 29, 2014 to May 28, 2019.

Brief resume of Mr. Krishan Kant Tulshan, nature of expertise, details of directorships held in other companies and shareholding in the Company as stipulated under Clause 49 of the listing Agreement with the Stock Exchanges is summarized in the Corporate Governance Report forming part of this Annual Report.

Your Directors recommend their appointment as Independent Director.

Resignations:

Dr. Ashok Agarwal, member of the Board, resigned from the services of the Company effective January 17, 2014. The Board would like to thank and record its appreciation for the services rendered by Dr. Agarwal to the Board and the Company.

Dr. K. S. Mehta stepped down as independent director of the Board, with effect from May 29, 2014. The Board would like to thank and record its appreciation for the services rendered by Dr. Mehta to the Board and the Company.

Mr. Rohitasava Chand tendered his resignation from his office of Directorship of the Company to be effective from June 18, 2014. The Board would like to thank and record its appreciation for his services rendered to the Board and the Company.

DIRECTOR IDENTIFICATION NUMBER

Mr. Pradeep Gupta: 00007520, Mr. Krishan Kant Tulshan: 00009764, Dr. Arun Kumar Dang: 00087126.

HUMAN RESOURCE DEVELOPMENT

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

INDUSTRIAL RELATIONS

The relation between the Company and its employees remained cordial throughout the year. Not a single day was spent idle due to any strike or bad relations with the employees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreement alongwith the certificate of the Auditor''s of the Company confirming compliance of the various practices of Corporate Governance is set out in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement is annexed to this report.

AUDITORS

The Statutory Auditors of the Company, M/s Goel Mintri & Associates, Chartered Accountants, (Firm Registration No. 013211N) retire at the ensuing Annual General Meeting. Being eligible, they offer themselves for re-appointment. They have furnished a Certificate stating that their re-appointment would be within the limits specified under section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, there is no need for the disclosure of the same in this Report.

AUDITORS REPORT

The observations made by the Auditors with reference to notes on accounts for the year ended 31st March 2014 are self- explanatory and, therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

MATERIAL CHANGES AND COMMITMENTS FROM THE END OF FINANCIAL YEAR TO THE DATE OF BALANCE SHEET

There are no material changes / events after the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

No employee of the Company is covered under the limits pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, s amended.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellent performance and commendable teamwork and have thrived in a challenging environment.

The Directors thank the valued customers for the continued patronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Directors of Cyber Media (India) Ltd

Sd/- Sd/- Pradeep Gupta Krishan Kant Tulshan Place : New Delhi Chairman & Director Date : May 29, 2014 Managing Director DIN: 00009764 DIN: 00007520

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Mar 31, 2010

The Directors are pleased to present the Twenty Eighth Annual Report on the business and operations of your Company together with the Audited Annual Accounts of the Company for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS

The comparative financial position of the Company for the year under report and the previous year is as follows in accordance with the provisions of clause (a) of sub-section (1) of section 217 of the Companies Act, 1956:

(Rupees Million)

Consolidated Standalone

Particulars FY 10 FY 09 FY 10 FY 09

Total Income 1,011.37 1,216.82 388.10 578.93

Expenditure

- Direct Expenses 492.37 635.21 234.77 341.31

- Personnel Expenses 317.93 385.57 99.88 123.68

- Other Expenses 163.28 205.26 67.02 87.11

EBIDTA 37.79 (9.22) (13.57) 26.83

- Financial Expenses 44.57 51.09 17.58 20.65

- Depreciation 47.01 49.49 15.45 18.48

- Exceptional Expenses - 3.98 - -

Profit Before Tax for

the Year (53.79) (113.78) (46.60) (12.30)

Provision for Taxation (19.61) (35.58) (16.72) (2.74)

Profit After Tax for

the Year (34.18) (78.20) (29.88) (9.56)

FINANCIAL/OPERATION PERFORMANCE REVIEW Last two years have been extremely challenging for the Media & Media Services industry owing to worldwide recessionary trends. The trend now seems to be reversing with the indicators of growth depicting positive signals. Despite a negative growth in the topline on consolidated basis, the EBIDTA is positive at Rs. 37.97 million as against a negative of Rs. 9.22 million in the preceding financial year. This has been achieved through stringent cost control measures, organizational restructuring and strategic planning viz: giving significantly more weightage to media services segment when media segment is passing through an era of doldrums.

CONSOLIDATED FINANCIAL STATEMENT As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with applicable Accounting Standards notified under section 209 of the Companies Act, 1956 and other applicable pronouncements of the Institute of Chartered Accountants of India. The Audited consolidated financial statements together with Auditors Report form part of the Annual Report.

DIVIDEND

Your Directors have not declared any dividend for the year

2009-10.

RESERVES

No portion of profits has been transferred to General Reserve Account during the financial year.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Your Company has twelve subsidiaries, out of which six are Indian Companies and six are foreign Companies.

Indian Subsidiaries include IDC (India) Limited, CyberMedia India Online Limited, Cyber Media Services Limited, Cyber Media Digital Limited, Cyber Media Events Limited and Cyber Holdings Limited.

Foreign subsidiaries include Cyber Media Singapore Pte Limited and Cyber Media India LLC.

Further Cyber Media India LLC has four subsidiaries viz: TDA Group LLC., Publication Services Inc., Content Matrix LLC, and Global Services Media LLC.

The Company has sought the approval from Central Government under section 212(8) of the Companies Act, 1956, which exempts the Company from attaching a copy of the Balance Sheet, Profit & Loss Accounts, Director’s Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the subsidiaries is contained in the report. The annual accounts of the subsidiaries companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member/investor of the Company or it’s subsidiaries interested in obtaining the same.

The companies which are associate to the Company are Cyber Astro Limited; Cyber Media Careers Limited and Cyber Media Foundation Limited.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956, and Rules made there under.

BUY BACK OF SHARES

The Company has not exercised the buy back of its equity

shares during the year under review.

LISTING AT STOCK EXCHANGES

The shares of the Company are listed on the National Stock Exchange of India and The Bombay Stock Exchange. The annual listing fee for the financial year 2010-11 has been paid.

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

Information relating to conservation of energy, technology absorption, research and development and foreign exchange earning and outgo forming part of directors’ report in terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 as amended, has been given in Annexure A to this report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared in accordance with sub-section 2AA of Section 217 of the Companies Act, 1956 regarding compliance with the accounting standards, accounting policies while preparing the financial results of the Company is as follows:

The Directors hereby state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

-That the Directors had selected such accounting policies

and applied them consistently and made judgment 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 the profit and loss of the Company for that period.

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

- That the Directors had prepared the annual accounts on an ongoing concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Pradeep Gupta, Chairman & Managing Director and Mr. Krishan Kant Tulshan, Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Your Directors recommend their re-appointment.

DIRECTORS IDENTIFICATION NUMBER

Pradeep Gupta: 00007520; Krishan Kant Tulshan: 00009764;

Shyam Malhotra: 0000645; Rohitasava Chand: 00011150;

Ashok Agarwal: 00019511; Kulmohan Singh Mehta:

00034726.

HUMAN RESOURCE DEVELOPMENT

The Company has always valued its employees. The HR department is geared towards ensuring recruitment, retention and development of the best talent in the industry with focus to contribute, strive towards excellence continuously.

The Company practices various interactive sessions on Team Building, Motivation and on Stress Management to keep the employees motivated and improve their work style. The Company has also conducted various training programs across departments for enhancing the Sales, Edit and Managerial skill of the employees.

The relation between the Company and its employees remained cordial throughout the year. Not a single day was spent idle due to any strike or bad relations with the employees.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance as per Clause 49 of the Listing Agreement alongwith the certificate of the Auditor’s of the Company confirming compliance of the various practices of Corporate Governance is set out in the Annexure forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report as required under the Listing Agreement is annexed to this report.

AUDITORS

M/s Arun Dua & Co.,Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. Being eligible, they offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment would be within the limits specified under section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

AUDIT COMMITTEE RECOMMENDATION

During the year there was no such recommendation of the

Audit Committee which was not accepted by the Board.

Hence there is no need for the disclosure of the same in this

Report.

AUDITORS REPORT

The observations made by the Auditors with reference to notes on accounts for the year ended 31st March 2010 are self-explanatory and therefore, do not call for any further comments under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere thanks to the valued members and associates of the Company with a special reference to the valuable services and support of The State Bank of Mysore.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed tostrong work ethics, excellent performance andcommendable teamwork and have thrived in a challenging environment.

The Directors thank the valued customers for the continuedpatronage extended by them to your Company. Finally, the Directors wish to express their gratitude to the valuedshareholders for their unwavering trust and support.



For and on behalf of the Board of Directors of

Cyber Media (India) Ltd

Pradeep Gupta Krishan Kant Tulshan

Place : New Delhi Chairman & Executive Director

Date : August 12, 2010 Managing Director