Directors Report of Entertainment Network (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited financial statements of
Entertainment Network (India) Limited [‘the Company’/ ‘ENIL’] for the financial year ended 31 March 2025.

The financial statements for the financial year ended 31 March 2025 have been prepared in accordance with the Indian Accounting
Standards (hereinafter referred to as the ''Ind AS'') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the
Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued
thereafter.

1. Financial Highlights

	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	52,639.50	51,977.00	54,414.56	53,843.37
Other income	3,707.98	2,703.91	3,802.14	2,769.94
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	10,960.78	12,426.19	11,657.47	13,357.04
Less: Depreciation and amortisation expenses	7,766.37	7,555.55	8,341.15	7,980.33
Profit before Finance Costs, Exceptional items and Tax Expense from continuing operations	3,194.41	4,870.64	3,316.32	5,376.71
Less: Finance Costs	1,334,74	1,474.67	1,414.42	1,537.69
Profit before Exceptional items and Tax Expense	1,859.67	3,395.97	1,901.90	3,839.02
Exceptional items	-	54.52	-	131.56
Profit before Tax Expense from continuing operations	1,859.67	3,450.49	1,901.90	3,970.58
Less: Tax Expense (Current & Deferred)	678.72	636.77	706.75	672.37
Profit for the year	1,180.95	2,813.72	1,195.15	3,298.21
Attributable to:
Shareholders of the Company	1,180.95	2,813.72	1,153.35	3,248.19
Non-controlling interest	-	-	41.80	50.02
Balance of profit for earlier years	53,266.58	35,748.86	53,443.19	35,496.91
Other comprehensive (Loss) for the year	(14.58)	(74.54)	(14.58)	(74.54)
Transfer to Legal Reserves	-	-	-	(6.38)
Dividend paid on Equity Shares	(715.06)	(476.70)	(715.06)	(476.70)
Reversal of Gamma Gaana Limited Profits for allocation to assets	-	15,255.24	-	15,255.72
Balance carried forward	53,717.90	53,266.58	53,866.90	53,443.19
Non-controlling interest	-	-	106.55	112.78

2. Financial Performance, Operations and the state of the
Company’s affairs

Total income of the Company increased from '' 54,680.91
lakhs during the previous year to '' 56,347.48 lakhs during
the year under review. Profit after tax decreased from
'' 2,813.72 lakhs during the previous year to profit of
'' 1,180.95 lakhs during the year under review.

On a consolidated basis, the total income of the Company
increased from '' 56,613.31 lakhs during the previous year
to '' 58,216.70 lakhs during the year under review. Profit
after tax decreased from '' 3,298.21 lakhs during the
previous year to profit of '' 1,195.15 lakhs during the year
under review.

There were no material changes and commitments

affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which these financial statements relate
and the date of this Report. There has been no change in
the nature of the business of the Company.

The litigation between Phonographic Performance Limited
(PPL) and the Company stems from PPL''s challenge to the
Copyright Board''s order passed in 2010, fixing 2% Net
Advertisement Revenue (NAR) as royalty. In April 2023,
Hon''ble Madras High Court partly allowed PPL''s appeal,
setting a higher rate of 2% NAR or '' 660 per needle hour
(whichever is higher) for year 2010-2020. The Company
filed a Special Leave Petition in the Hon''ble Supreme
Court, to appeal against this order, which has been

accepted and is pending for hearing. Meanwhile, PPL filed
contempt proceedings for alleged non-compliance of the
order regarding the payment of disputed royalties. In July
2024, Hon''ble Madras High Court directed the Company to
deposit 50% of projected liability as an interim measure.
The Company appealed this order before the Division
Bench of the same Court. The Division Bench was pleased
to grant an interim stay on the order of the single judge
and is in operation as of date. The Company''s appeal was
last listed in October 2024. Next hearing date is yet to be
fixed, however stay granted by Hon''ble Division Bench in
favour of the Company is in force.

In October 2024, the Company executed the Share
Subscription and Shareholders'' Agreement with Ninety-
nine Audiovisual Media Production LLC, Saudi Arabia
based entity, for the acquisition of up to 50% equity
interest stake through an investment up to five million
Saudi Riyal (''SAR'').

In March 2025, Registered Office and Corporate Office
of the Company has been shifted to The Times Group,
Sunteck Icon, CST Link Road, Kalina, BKC Junction,
Santacruz East, Mumbai - 400098, Maharashtra, India.

There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016. There was no instance of one¬
time settlement with any bank or financial institution.

3. Transfer to reserves

The Board of Directors (''Board'') of your Company has
decided not to transfer any amount to the reserves for
the financial year under review.

4. Dividend

Your Directors are pleased to recommend a dividend
@ 20% i.e., '' 2.00 (Rupees two only) per equity share of
'' 10/- each for the financial year ended 31 March 2025,
aggregating '' 953.41 lakhs. The dividend payment is
subject to the approval of the members at the ensuing
Annual General Meeting (AGM). The Board of Directors has
approved and adopted the Dividend Distribution Policy
of the Company, and the dividend recommendation and
payout are in accordance with the Company''s Dividend
Distribution Policy.

As per the Income-tax Act, 1961, dividends paid or
distributed by the Company shall be taxable in the hands
of the Members. Your Company shall, accordingly, make
the payment of the dividend after deduction of tax at
source.

The dividend, if declared at the AGM, would be paid
within thirty days from the date of declaration of
dividend through electronic mode to the Members who
have updated their bank account details and dividend
warrants/ demand drafts would be dispatched at
the registered address of the Members who have not
updated their bank account details, to those persons or
their mandates:

¦ whose names appear as beneficial owners as
at the end of the business hours on Friday, 5
September 2025 in the list of the Beneficial Owners
to be obtained from the Depositories i.e., National
Securities Depository Limited [NSDL] and Central
Depository Services (India) Limited [CDSL], in respect
of the shares held in electronic/ dematerialized
mode; and

¦ whose names appear as Members in the Register
of Members of the Company as at the end of the
business hours on Friday, 5 September 2025, in
respect of the shares held in physical mode.

As per the provisions of Sections 124 and 125 of the
Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, the dividend that
remains unclaimed/unpaid/ un-encashed for a period
of seven years and Equity Shares of the Company, in
respect of which dividend entitlements have remained
unclaimed or unpaid for seven consecutive years or
more, are required to be transferred by the Company
to the Investor Education and Protection Fund (''IEPF''),
established by the Central Government. Details of the
unclaimed dividend amount is available on the Company
website - www.enil.co.in at the url: https://www.enil.
co.in/unclaimed-dividend.php. Calendar for transfer of
unclaimed dividend to IEPF has been stated in the notes to
the Notice convening the AGM. Pursuant to the guidelines
issued by the IEPF Authority, Company Secretary has been
nominated as the Nodal Officer to facilitate the refund of
the claims of the unpaid (unclaimed) dividend (e-mail ID:
[e-mail]).

The members whose dividend / shares are/ will be
transferred to the IEPF Authority can claim the same
from IEPF Authority by following the Refund Procedure
as detailed on the website of IEPF Authority: http://www.
iepf.gov.in at http://www.iepf.gov.in/IEPF/refund.html.

The Company has transferred '' 20,101, being the unpaid
or unclaimed dividends declared for the financial year
2016-17 and 775 equity shares to the IEPF Authority as per
the provisions of Sections 124 and 125 of the Companies
Act, 2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016. Details of dividends and shares transferred
to the IEPF Authority are available on the Company
website- www.enil.co.in at the url: https://www.enil.
co.in/unclaimed-dividend.php and also on the website
of IEPF Authority and the same can be accessed through
the link: www.iepf.gov.in.

5. Deposits

The Company has not accepted any deposit from the
public / members under Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the financial year under review.

Consequently, there is no requirement for furnishing
details related to the deposit covered under Chapter V of
the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act,
2013 (''the Act'') read with the applicable rules thereto,
Mr. Vineet Jain (DIN: 00003962) retires by rotation at
the ensuing AGM and being eligible, offers himself for
reappointment. The Board of Directors recommends the
reappointment of Mr. Vineet Jain as the Director of the
Company.

The Board ofDirectors, at their meeting held on 13 February
2024, considered and approved the appointment of Mr.
Mohit Gupta (DIN: 06427582) as the Additional Director
(Independent Director) for a term of five years effective
from 19 March 2024 to 18 March 2029. Shareholders of the
Company approved the appointment of Mr. Mohit Gupta
as the Independent Director, through Postal Ballot Voting
Process on 19 April 2024.

The Board of Directors, at their meeting held on 31 July
2024, considered and approved the appointment of Mr.
Vivek Sriram (DIN: 10531858) as the Additional Director
(Independent Director) for a term of five consecutive
years effective from 31 July 2024 to 30 July 2029. Members
of the Company approved the appointment of Mr. Vivek
Sriram as the Independent Director, at the 25^th Annual
General Meeting held on 26 September 2024.

Mr. Richard Saldanha (DIN: 00189029), Mr. Ravindra
Kulkarni (DIN: 00059367) and Mr. Narayanan Kumar (Mr. N.
Kumar) (DIN: 00007848) completed their second and final
term as the Independent Directors on 11 August 2024,
and consequently they ceased to be the Independent
Directors of the Company from close of the said date. The
Board of Directors expresses its deep appreciation and
gratitude to Mr. Saldanha, Mr. Kulkarni and Mr. N. Kumar
for their significant contributions during their long tenure
with the Company.

The Board of Directors, at their meeting held on 27
June 2024, considered and approved the appointment
of Mr. Richard Saldanha as the Non-Executive & Non¬
Independent Director with effect from 12 August 2024.
Members of the Company approved the appointment of
Mr. Saldanha as the Non-Executive & Non-Independent
Director, through Postal Ballot Voting Process on 8 August
2024.

The Company has received the consent, declarations
and confirmations from all the Independent Directors
of the Company pursuant to the provisions of Section
149 and all other applicable provisions of the Act and
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 [''Listing Regulations''] stating that they meet the

criteria of independence as provided under the Act and
the Listing Regulations and that they are not disqualified
to become directors under the Act. All the Independent
Directors have confirmed that they are not aware of
any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external influence
and that they are independent of the management. The
Board of Directors took on record the said declarations
and confirmations submitted by the Independent
Directors under applicable provisions of the Act and the
Listing Regulations after undertaking due assessment of
the veracity of the same. In the opinion of the Board of
Directors, all the Independent Directors fulfill the criteria
of independence as provided under the Act, rules made
thereunder, read with the Listing Regulations and that
they are independent of the management.

The Board of Directors is of the opinion that all the
Independent Directors of the Company hold the highest
standards of integrity and possess the requisite expertise
and experience (including the proficiency) required to
fulfill their duties as Independent Directors.

All the Independent Directors have confirmed that they
have complied with the provisions of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014 regarding applying online to the Indian Institute of
Corporate Affairs at Manesar (''IICA'') for inclusion of their
names in the databank maintained by IICA and also filed
the application for renewal of the same.

The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to
the Act and the Code of Conduct for directors and senior
management personnel formulated by the Company.

The Company has received all the relevant consent,
documents, declarations, and confirmation from the
directors proposed to be appointed and reappointed and
they are not disqualified to hold the office of directors
under the Act.

As per the requirement of the circular from the stock
exchange (no: LIST/COMP/14/2018-19 Dated June 20,
2018), the Board of Directors and its Nomination &
Remuneration Committee, while considering the
appointment and reappointment of the directors, have
verified and affirmed that they are not debarred from
holding the office of director by virtue of any Securities
and Exchange Board of India (''SEBI'') order or any other
such authority.

Certificate from the Company Secretary in Practice has
been attached with the Report of Corporate Governance,
confirming that none of the directors on the Board of the

Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the
SEBI/ Ministry of Corporate Affairs or any such statutory
authority.

As stipulated under the Listing Regulations and Secretarial
Standards, details in respect of the directors seeking
appointment/ reappointment at the AGM, inter-alia, age,
qualifications, experience, details of remuneration last
drawn by such persons, relationship with other directors
and Key Managerial Personnel of the Company, the
number of Meetings of the Board attended during the
year and other directorships, membership/ chairmanship
of the committees of other Boards, shareholding, etc. are
annexed to the Notice convening the AGM.

None of the Directors are related to each other or key
managerial personnel (inter-se).

Details of the number of meetings of the Board of
Directors and Committees and attendance at the
meetings have been furnished in the Report on Corporate
Governance.

The following persons are designated as the Key
Managerial Personnel (KMP):

¦ Mr. Yatish Mehrishi: Manager & Chief Executive
Officer

¦ Mr. Sanjay Kumar Ballabh: Chief Financial Officer

¦ Mr. Mehul Shah: EVP Compliance & Company
Secretary

7. Annual evaluation of performance of the Board, its
Committees and individual directors

The Board of Directors is committed to continued
improvement in its effectiveness. Accordingly, the Board,
its Committees and individual directors participated in
the annual formal evaluation of its performance. This
was designed to ensure, amongst other things, that the
Board, its Committees and each director continue to
contribute effectively.

Evaluation of the performance of the Board, its
Committees and individual directors involved structured
questionnaire-driven discussions that covered a number
of key areas / evaluation criteria including the roles
and responsibilities, size and composition of the Board
and its Committees, meaningful and constructive
contribution and inputs in the meetings, dynamics of the
Board and its Committees and the relationship between
the Board and management. Chairman of the Board of
Directors had meetings with the Independent Directors.
Chairperson of the Nomination & Remuneration
Committee had meetings with the Non- Independent
Directors. Independent Directors, at their Meeting led
by the Chairperson of the Nomination & Remuneration
Committee, reviewed the performance of the Chairman,
Non-Independent Directors and the Board as a whole
in respect of the financial year under review. The
Independent Directors, in the said meeting, also assessed

the quality, quantity and timeliness of flow of information
between the Company management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties. These meetings were intended to
obtain Directors'' input on effectiveness of the Board/
Committee processes. The evaluation of the Independent
Directors was conducted by the entire Board of Directors
which included the performance of the Directors and
fulfillment of the independence criteria as specified in
the Listing Regulations and their independence from
the management. In the above evaluation, the Directors
who were subject to evaluation did not participate.
The results of the evaluation were discussed with the
relevant Committees and collectively by the Board as a
whole. Constructive feedback was also obtained on the
contributions of individual Directors.

Formal Annual Evaluation was carried out in compliance
with all the applicable provisions of the Act and the
Listing Regulations. During the Board Evaluation, it
was observed that the Board of Directors, as a whole,
functions as a cohesive and integrated body, contributing
to rich and value-adding discussions. The Board
maintains an optimal balance between operational and
strategic matters and is proactively engaged on key
issues such as talent, strategy, and governance. As part of
the evaluation exercise, the Board also identified specific
areas for further engagement and focus. The Directors
expressed satisfaction with the evaluation outcomes,
which reflected the overall commitment and involvement
of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment, new Directors are
familiarized with the Company through an induction
process. This includes an overview of the Company, the
Director''s roles, rights, and responsibilities, the industry
in which the Company operates, and its business model.
Comprehensive presentations are made to the Board
and its Committees, covering a wide range of topics
such as business strategy, branding, programming,
financial performance and forecasts, compliance and
regulatory updates, audit reports, and risk assessment
and mitigation. Details of the familiarization program are
available on the Company''s website at: https://www.enil.
co.in at web link: https://www.enil.co.in/policies-and-
code-of-conduct.php

9. Policy on directors’ appointment and remuneration

The Company''s Policy on the Directors'' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of
director and other matters as provided under Section 178
of the Act, is titled as Nomination & Remuneration Policy,
and is available on the Company''s website at: https://
www.enil.co.in at web link: https://www.enil.co.in/
policies-and-code-of-conduct.php and also appended as
Annexure A to this Report.

10. Vigil Mechanism

The Company has a robust and effective Whistle Blower
Policy / Vigil Mechanism in place. Its objective is to provide
employees, directors, customers, vendors, contractors,
and other stakeholders with a fair and impartial platform
to raise genuine concerns regarding unethical behavior,
suspected or actual fraud, or violations of the Company''s
Code of Conduct. This mechanism reflects the Company''s
commitment to the highest standards of ethical, moral,
and legal business conduct, and to fair dealings with
all stakeholders. It also supports open channels of
communication. The Vigil Mechanism includes adequate
safeguards to protect individuals who report concerns in
good faith from any form of victimization. It ensures that
no adverse action is taken against anyone for using this
mechanism. The policy also allows for direct access to
the Chairperson of the Audit Committee in appropriate
or exceptional cases. The Board of Directors affirms and
confirms that no personnel have been denied access to
the Audit Committee.

Whistle Blower Policy/ Vigil Mechanism is available on
the Company''s website at: https://www.enil.co.in at
web link: https://www.enil.co.in/policies-and-code-of-
conduct.php

11. Audit Committee

The Audit Committee of the Company consists of the
following Directors as on the date of this Report:

¦ Mr. Mohit Gupta - Chairman (Independent Non¬
Executive Director)

¦ Ms. Sukanya Kripalu (Independent Non- Executive
Director)

¦ Mr. Vivek Sriram (Independent Non- Executive
Director)

The Internal Auditors of the Company report directly
to the Audit Committee. All the recommendations of
the Audit Committee were accepted by the Board of
Directors. A brief description of terms of reference and
other relevant details of the Audit Committee have been
furnished in the Report on Corporate Governance.

12. CSR Committee

The constitution, composition, quorum requirements,
terms of reference, role, powers, rights, obligations
of Corporate Social Responsibility Committee (''CSR
Committee'') are in conformity with the provisions of
Section 135 and all other applicable provisions of the
Companies Act, 2013, read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and all other
applicable rules made under the Companies Act, 2013
(including any statutory modification(s) or re-enactment
or amendments thereof).

The CSR Committee of the Company consists of the
following Directors as on the date of this Report:

¦ Mr. Vineet Jain - Chairman (Non- Executive Director)

¦ Mr. Vivek Sriram (Independent Non- Executive
Director)

¦ Mr. N. Subramanian (Non- Executive Director)

During the financial year under review, the CSR Committee
met on 3 May 2024.

Brief description of terms of reference of the CSR
Committee inter-alia includes:

¦ Formulating and recommending to the Board of
Directors (Board), a Corporate Social Responsibility
(CSR) Policy which shall indicate the activities
to be undertaken by the Company as specified in
Schedule VII of the Companies Act, 2013;

¦ Recommending the amount of expenditure to be
spent on the CSR activities to be undertaken by the
Company;

¦ Monitoring the CSR Policy of the Company from time
to time;

¦ Formulating and recommending to the Board, an
Annual Action Plan in pursuance of its CSR Policy,
which shall include:

- the list of CSR projects or programmes that are
approved to be undertaken in areas or subjects
specified in Schedule VII of the Act;

- the manner of execution of such projects or
programmes;

- the modalities of utilisation of funds and
implementation schedules for the Provided
projects or programmes;

- monitoring and reporting mechanism for the
projects or programmes; and

- details of need and impact assessment, if any,
for the projects undertaken by the company;

¦ Approving specific projects, either new or ongoing,
in pursuance of the CSR Policy and the Annual
Action Plan;

¦ Recommending to the Board any alteration in the
Annual Action Plan approved by the Board along
with reasonable justification;

¦ Monitoring, reviewing the progress of the CSR
initiatives undertaken and reporting of the CSR
activities to the Board from time to time;

¦ Satisfying the Board on the utilization of the funds
disbursed for the purpose and in the manner
approved by it;

¦ Reviewing and recommending to the Board, the
Annual Report on CSR activities to be included in
the Board''s report;

¦ Reviewing and recommending to the Board, if
and to the extent applicable, the need for impact
assessment of the projects and appointment
of impact assessment agency and the impact
assessment report to be obtained by the Company
from time to time;

¦ Undertaking such activities and carrying out such
functions as may be provided under Section 135 of
the Act and the rules issued thereunder.

CSR Policy development and implementation:

The CSR Policy is available on the Company''s website

at: https://www.enil.co.in at web link: https://www.enil.

co.in/policies-and-code-of-conduct.php

CSR Policy Statement and Annual report on CSR activities

as required under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 have been appended as

Annexure B to this Report.

13. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the
Company comprises of the following Directors as on the
date of this Report:

¦ Ms. Sukanya Kripalu - Chairperson (Independent
Non- Executive Director)

¦ Mr. Mohit Gupta (Independent Non- Executive
Director)

¦ Mr. Vivek Sriram (Independent Non- Executive
Director)

¦ Mr. Vineet Jain (Non- Executive Director)

A brief description of terms of reference and other
relevant details of the Nomination & Remuneration
Committee have been furnished in the Report on
Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the
Company comprises of the following Directors as on the
date of this Report:

¦ Mr. Vivek Sriram - Chairman (Independent Non¬
Executive Director)

¦ Mr. Mohit Gupta (Independent Non- Executive
Director)

¦ Mr. Vineet Jain (Non- Executive Director)

¦ Mr. N. Subramanian (Non- Executive Director)

A brief description of terms of reference and other relevant
details of the Stakeholders Relationship Committee have
been furnished in the Report on Corporate Governance.

15. Audit Report

The Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer. The
Statutory Auditors of the Company have not reported any
details in respect of frauds as specified under Section
143(12) of the Act.

16. Auditors

The Members of the Company, at the 23^rd AGM held on
September 27, 2022, had approved the appointment
of Walker Chandiok & Co LLP, Chartered Accountants
(ICAI Firm Registration number - 001076N/ N500013)
as the Statutory Auditors of the Company for a term of
five consecutive years, to hold the office commencing
from the conclusion of the 23^rd AGM till the conclusion
of the 28^th AGM. Walker Chandiok & Co LLP, Chartered
Accountants have stated that they satisfy the criteria
provided in Section 141 of the Act.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu
Kapadia & Associates, Company Secretaries (C. P. No:
2285), to conduct the Secretarial Audit for the financial
year 2024-25. The Secretarial Audit Report for the financial
year ended 31 March 2025 is appended as Annexure C
to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark
or disclaimer.

Pursuant to the recent amendment to Regulation 24A
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, and other applicable provisions, a company is now
required to appoint a Peer Reviewed Company Secretary
as Secretarial Auditor to conduct the secretarial audit
of the company, with the approval of its shareholders
(members) in its Annual General Meeting. Accordingly,
the Board of Directors, at its meeting held on 16 May
2025, have approved and recommended the appointment
of M/s. Hemanshu Kapadia & Associates, Company
Secretaries (Firm Registration Number: I1995MH00700),
Peer Reviewed Firm of Company Secretaries in Practice
as the Secretarial Auditors of the Company for a term
of five consecutive years, commencing from financial
year 2025-26 to financial year 2029-30, to conduct
secretarial audit. This appointment will be subject to
the approval of the members of the Company. Brief
resume and other relevant details of M/s. Hemanshu
Kapadia & Associates, Company Secretaries in Practice,
are separately disclosed in the Notice of the 26^th AGM.
M/s. Hemanshu Kapadia & Associates have given their
consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment, if made,
would be within the prescribed limits under the Act and
Rules made thereunder and Listing Regulations. They
have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions
of the Act and Rules made thereunder and Listing
Regulations.

18. Cost Auditor and report

The Board of Directors, on recommendation of the
Audit Committee and pursuant to Section 148 and all
other applicable provisions of the Act, read with the
Companies (Audit and Auditors) Rules, 2014 and all other
applicable rules made under the Act (including any
statutory modification(s) or re-enactment thereof for the
time being in force), has approved the appointment and
remuneration of the Cost Auditors, M/s. R. Nanabhoy &
Co., Cost Accountants (Firm registration number- 00010) to
conduct the audit of the cost records of the Company for
the financial year ending on 31 March 2026. The aforesaid
appointment of M/s. R. Nanabhoy & Co. is subject to the
relevant notifications, orders, rules, circulars, etc. issued
by the Ministry of Corporate Affairs and other regulatory
authorities from time to time. The remuneration payable

to M/s. R. Nanabhoy & Co. shall be '' 5,00,000 (Rupees five
lakhs only) plus out of pocket expenses and applicable
taxes for the aforesaid audit. The remuneration
payable to the Cost Auditors is required to be ratified
subsequently by the members. Accordingly, the consent
of the members has been sought to pass the resolution
as set out at Item No. 4 of the Notice convening the AGM
for ratification of the remuneration payable to the Cost
Auditors for the financial year ending on 31 March 2026.

Maintenance of cost records as specified by the Central
Government under Sub-section (1) of Section 148 of the
Companies Act, 2013, is required by the Company and
accordingly, such accounts and records are made and
maintained.

The Cost Audit Report for the financial year 2023-24 was
filed on 20 August 2024. The Cost Audit Report for the
financial year 2024-25 will be filed on/ before the due
date.

19. Conservation of Energy, Technology absorption and
Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio
Broadcasting. Hence, most of the information required to
be provided relating to the Conservation of energy and
Technology absorption is not applicable.

However, the information, as applicable, is given
hereunder:

(a) Conservation of energy:

(i) Steps taken or impact on conservation of
energy and the steps taken by the Company for
utilising alternate sources of energy:

- Energy Conservation: We enhanced our
ongoing energy efficiency efforts by
further regulating electricity consumption
across our transmitters, studios, and
offices. These measures have resulted
in significant savings in energy costs
during the financial year under review.
Transmitter sites, which primarily house
equipment, require substantial electricity,
particularly for air conditioning to cool
heat-generating transmitters and related
systems. To address this, we began
exploring alternative energy sources to
reduce our electricity usage. As a first
step, we launched a pilot project at our
Nashik transmitter site, installing hybrid
air conditioners powered by solar energy.
With this initiative, we have become
the first FM station in India to integrate
alternative energy directly into our
operations.

The energy savings from the pilot project

are currently being monitored and
evaluated against our initial targets. Upon
successful validation of the outcomes,
we plan to extend the implementation
to additional Critical Transmission
Installations (CTIs) in the next fiscal year,
with the potential to achieve up to 30%
reduction in electricity consumption.

- Optimization of office spaces: As part of
our ongoing office space restructuring
efforts, we rationalized space at multiple
locations by implementing efficient office
designs, incorporating LED lighting and
energy-efficient electronic devices. These
initiatives have resulted in an approximate
40% reduction in energy consumption.

- Sustainable practices: The Company
has undertaken several initiatives to
improve operational processes and
adopt new technologies. We continue to
conserve energy by closely monitoring air
conditioning (AC) usage and implementing
measures such as maintaining studio
AC settings at no lower than 25°C and
reducing transmitter power during off-
peak night hours. Additionally, older AC
units are being progressively replaced
with more energy-efficient models.

- Power management enhancement: We
reassessed our power requirements
and upgraded backup power systems at
several additional locations, resulting
in a significant reduction in power
consumption.

(ii) Capital investment on energy conservation
equipments: '' 66.24 lakhs

(b) Technology absorption:

(i) The efforts made towards technology absorption
and benefits derived like product improvement,
cost reduction, product development or import
substitution: Your Company has consistently
taken initiatives to improve productivity and
increase efficiency in processes.

- Digital EMSIS: We deployed a customized
digital media ad traffic management
solution for our consumer-facing digital
business, which was subsequently
extended to the Gaana business line.

- Email-to-Case Functionality on SFDC: We
implemented an email-to-case feature in
Salesforce (SFDC), enabling users to raise
tickets directly via email. This automation

facilitates the automatic creation of cases
on the portal, leading to improved issue
resolution and escalation management.

- Robotic Process Automation (RPA): As part
of our digital transformation journey, we
strategically adopted Robotic Process
Automation using Power Automate.
Several processes have been automated,
including invoice entry, calculation for
royalty payments, data backup from
multiple sources etc. These automations
have streamlined workflows, significantly
reduced manual effort, and minimized
errors.

- Royalty Calculation Module: The
previously time-consuming royalty
payment process has been transformed
through the implementation of an
integrated, automated solution. This
initiative, involving collaboration across
multiple systems, enables automatic
royalty payments directly from SAP and
extracts relevant song data from RCS.
As a result, the system has delivered
substantial efficiency gains—saving 30¬
40 man-days per month across India—
while ensuring timely, seamless royalty
payments and enhancing the overall
robustness of financial operations.

- RAMMIES Award Judging System: To
enhance the RAMMIES Award evaluation
process, we migrated the judging
application and rating system to a
dedicated SharePoint environment.
This migration improved accessibility
and transparency for both internal and
external jury members. The centralized
platform provides a user-friendly
interface for submission review, access
to judging guidelines, and secure
ratings input. A music player plugin was
integrated to allow jurors to stream audio
entries conveniently. Additionally, the
plugin enables one-click downloading of
all audio submissions, supporting offline
evaluation and review.

(ii) Imported technology (imported during last
three years reckoned from the beginning of the
financial year): The Company has not imported
any new technology in this financial year.

Nevertheless, the Company has continued to
use the latest equipment and software for its
business activities.

(iii) The expenditure incurred on Research &
Development (R & D):

The Company has not spent any amount
towards research and development activities.
The Company has been active in harnessing the
latest technology available in the industry.

(c) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual
inflows during the year and the Foreign Exchange
outgo during the year in terms of actual outflows.

	Financial Year 2024-25	Financial Year 2023-24
Foreign exchange	969.26	1,324.31
earnings
Foreign exchange	628.97	1,324.79
outgo

20. Particulars of Employees

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

The Chief Executive Officer & Manager of the Company
does not receive any remuneration or commission from
the Company''s holding or subsidiary companies.

As per the provisions of Section 197 of the Act read with
the Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names and other relevant
particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms
part of the Annual Report. As per the second proviso to
Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the members
of the Company. The said information is made available
for inspection by the Members basis the request being
sent on [e-mail] without payment
of fee and same will also be available during the AGM.
Any Member interested in obtaining such information
may write to the Company Secretary and the same will be
furnished on request. The Annual Report is available on
the Company''s website at: www.enil.co.in.

21. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return of the Company is available
at the Company''s website: (https://www.enil.co.in) at url:
https://www.enil.co.in/financials-annual-reports.php.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has
not issued:

¦ any shares, debentures, bonds, warrants or
securities;

¦ any equity shares with differential rights as to
dividend, voting or otherwise;

¦ any shares to its employees under the Employees
Stock Option Scheme;

¦ any sweat equity shares.

During the financial year under review, the Company has
not bought back its shares, pursuant to the provisions of
Section 68 of the Companies Act, 2013 and Rules made
thereunder.

No shares are held in trust for the benefit of employees.
There is no change in the capital structure of the Company
during the financial year under review.

The equity shares of the Company are listed on BSE
Limited (BSE) and National Stock Exchange of India
Limited (NSE) since 15 February 2006. The annual listing
fee has been paid to each exchange. As required under
the Listing Regulations, the Company has executed the
Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for
the financial year under review as stipulated under
Regulation 34 of the Listing Regulations is set out in a
separate section forming part of this Report.

The Company has adopted Integrated Reporting. The
information related to the Integrated Reporting forms
part of the Management Discussion & Analysis and
Integrated Reporting has also been hosted on the website
of the Company: (https://www.enil.co.in) at url: https://
www.enil.co.in/financials-annual-reports.php.

24. Business Responsibility & Sustainability Report

As per Regulation 34 of the Listing Regulations,
the Company has published a separate Business
Responsibility & Sustainability Report (''BRSR'') for the
financial year under review and is attached as Annexure
E to this Report.

25. Corporate Governance

The Company is adhering to good corporate governance
practices in every sphere of its operations. The Company
has taken adequate steps to comply with the applicable
provisions of Corporate Governance as stipulated under
the Listing Regulations. A separate Report on Corporate
Governance is enclosed as a part of this Report along with
the Certificate from the Practicing Company Secretary.

26. Secretarial Standards

The Company complies with the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

27. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the
Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the
financial year ended on 31 March 2025, the applicable
accounting standards have been followed and that
there are no material departures from the same;

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 ended on
31 March 2025 and of the profit 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 for
the Company and such internal financial controls
are adequate and operating effectively; and

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

28. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into
by the Company during the financial year under review
with related parties were on an arm''s length basis and
not material in nature, therefore disclosure in form AOC-2
is not applicable.

The Company''s Policy on Materiality of related party
transactions and dealing with related party transactions
is available on the Company''s website at: www.enil.
co.in (url: https://www.enil.co.in/policies-and-code-of-
conduct.php).

The related party transactions are entered into based
on business exigencies such as synergy in operations,
profitability, market share enhancement etc. and
are intended to further the Company''s interests. In
accordance with the applicable accounting standards,
transactions with related parties are furnished in the
financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution
Policy as required under the Regulation 43A of the Listing
Regulations. The said Policy is appended as Annexure F to
this Report and also uploaded on the Company''s website
at www.enil.co.in (url: https://www.enil.co.in/policies-
and-code-of-conduct.php).

30. Particulars of loans given, investment made,
guarantees given and securities provided

The Company has not given any guarantees or provided
any securities under Section 186 of the Act. Particulars of
the loan given are provided in Note 42 to the standalone
financial statements. The loan was given for business
purposes. Particulars of investments made by the
Company during the financial year 2024-25 are provided
in Note 9 to the standalone financial statements.

31. Risk Management

The Board of Directors is responsible for ensuring that
the Company has appropriate systems of control in place
- in particular, systems for risk management, financial
and operational control, and compliance with the laws
and relevant standards. Accordingly, the Board oversees
the framing, implementing and monitoring of the risk
management plan for the Company. The Board also
ensures the integrity of the Company''s accounting and
financial reporting systems, including the independent
audit.

The Audit Committee reviews the adequacy and
effectiveness of the Company''s internal control
environment and monitors the implementation of
audit recommendations, including those relating to
strengthening of the Company''s Risk Management
policies, systems and procedures. Internal Audit for
the financial year under review has been carried out
by Deloitte Touche Tohmatsu India Limited Liability
Partnership (''Deloitte''), the independent Internal
Auditors. Internal Audit covers key radio stations at pan
India level and the corporate office as per the annual
audit plan approved by the Audit Committee. Internal
Audit report is presented to the Audit Committee on
regular basis and the Chairman of the Audit Committee
briefs the Board of Directors about the same.

The Company has adopted a Risk Management Policy
pursuant to the provisions of Section 134 and all other
applicable provisions of the Companies Act, 2013
and Listing Regulations and also established related
procedures to inform Board Members about the risk
assessment and minimization procedures. The Company

has a strong Enterprise Risk Management framework
which is administered by the Senior Management team
and monitored by the Risk Management Committee.
Major risks are identified, and mitigation measures
are put in place, and the same are also reported to
the Audit Committee and Board of Directors along with
the action taken report. The Risk Management Policy
envisages assessment of strategic risks, operational
risks, financial risks, regulatory risks, human resource
risks, technological risks.

The Risk Management Policy adopted by the Company
involves identification and prioritization of risk events,
categorization of risks into High, Medium and Low based
on the business impact and likelihood of occurrence of
risks and Risk Mitigation & Control.

The Risk Management Committee of the Company
comprises of the following members as of the date of
this Report:

¦ Mr. Vineet Jain (Non-Executive Chairman)

¦ Ms. Sukanya Kripalu (Independent Director)

¦ Mr. N. Subramanian (Non-Executive Director)

¦ Mr. Yatish Mehrishi (Manager & CEO)

A brief description of terms of reference and other
relevant details of the Risk Management Committee have
been furnished in the Report on Corporate Governance.

32. Internal Financial Controls

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

The Company has in place adequate internal financial
controls with reference to the financial statements. The
Company''s internal control systems, including internal
financial controls, are commensurate with the nature of
its business and the size and complexity of its operations
and same are adequate and operating effectively. These
systems are periodically tested and no reportable
material weakness in the design or operation was
observed. The Audit Committee reviews the adequacy
and effectiveness of the Company''s internal control
system including internal financial controls.

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable
accounting standards, the audited consolidated financial

statements are provided and form part of the Annual

Report.

34. Subsidiary Companies

The Company has the following subsidiaries:

¦ Alternate Brand Solutions (India) Limited (ABSL) is
a 100% subsidiary based in India. ABSL recorded
a total income of '' 77.89 lakhs during the financial
year ended 31 March 2025, as compared to '' 74.52
lakhs during the financial year ended 31 March

2024. Profit after Tax stood at '' 56.00 lakhs for the
financial year ended 31 March 2025, as compared
to Profit of '' 52.90 lakhs during the financial year
ended 31 March 2024.

¦ Entertainment Network, INC (EN, INC) and a step-
down subsidiary, Entertainment Network, LLC (EN,
LLC) are based in the United States of America. EN,
INC is a 100% subsidiary of the Company. EN, LLC is
the 100% subsidiary of EN, INC. EN, INC recorded a
total consolidated income of '' 663.36 lakhs during
the financial year ended 31 March 2025, as compared
to '' 737.72 lakhs during the financial year ended 31
March 2024. Consolidated loss after Tax stood at
'' (1.06) lakhs for the financial year ended 31 March
2025 as compared to loss of '' (33.54) lakhs during
the financial year ended 31 March 2024.

¦ Global Entertainment Network Limited (GENL) is a
company incorporated under the laws of the State
of Qatar, having its registered office in Doha, Qatar.
In March 2021, the Company acquired 49% equity
of GENL. The remaining 51% of the equity stake is
owned by another company (Marhaba FM). Basis the
shareholding agreement executed by the Company
with Marhaba FM, the Company has a controlling
interest in GENL. As a result, the investment made in
GENL is treated as an investment in a subsidiary as
per Ind AS 110- Consolidated Financial Statements.
GENL recorded a total income of '' 819.24 lakhs
during the financial year ended 31 March 2025, as
compared to '' 750.72 lakhs during the financial
year ended 31 March 2024. Profit after Tax stood at
'' 134.45 lakhs for the financial year ended 31 March

2025, as compared to Profit of '' 170.50 lakhs during
the financial year ended 31 March 2024.

¦ Mirchi Bahrain WLL, based in the Kingdom of
Bahrain, is a 100% subsidiary of the Company. Mirchi
Bahrain WLL became a wholly owned subsidiary
of the Company in April 2021. Mirchi Bahrain WLL
recorded a total income of '' 397.82 lakhs during the
financial year ended 31 March 2025, as compared
to '' 453.20 lakhs during the financial year ended
31 March 2024. Loss after Tax stood at '' (174.58)

lakhs for the financial year ended 31 March 2025, as
compared to Profit after Tax of '' 85.78 lakhs during
the financial year ended 31 March 2024.

As per Section 129 of the Companies Act, 2013, a separate
statement containing the salient features of the financial
statements of the Subsidiary Companies is attached
along with the financial statements in the prescribed
Form AOC-1. The Company does not have any associate
company or joint venture. There has been no change in
the nature of the business of the subsidiaries.

The Company shall make available the financial
statements and the related detailed information of
its subsidiaries to any Member of the Company or its
subsidiaries who may be interested in obtaining the
same at any point of time and same is also available on
the website: www.enil.co.in. These documents will also
be available for inspection by the Members basis the
request being sent on [e-mail]
without payment of fee and same will also be available
during the AGM. The consolidated financial statements
presented by the Company include the financial results
of its Subsidiary Companies.

The audited financial statements, including consolidated
financial statements and all other relevant documents
required to be attached thereto, are available on the
Company''s website: www.enil.co.in.

The Policy for determining material subsidiaries is
available at the Company''s website: www.enil.co.in at
https://www.enil.co.in/policies-and-code-of-conduct.
php

35. Significant and material order

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

36. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Your Company has always believed in providing a safe and
harassment-free workplace for every individual working
in the Company. For building awareness in this area, the
Company has been conducting induction / refresher
programmes on a continuous basis. The Company has
in place a Policy for prevention of Sexual Harassment at
the Workplace in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the Company

has complied with the applicable provisions of the said
Act. Internal Complaints Committee has been set up
to redress the complaints received regarding sexual
harassment. During the financial year under review,
three complaints pertaining to sexual harassment were
reported to the Internal Complaints Committee of the
Company. After a detailed investigation and following
due procedure under applicable law, guidelines and
regulations, the said complaints were appropriately
dealt with during the financial year under review and
appropriate action was taken.

37. Acknowledgements

Your Directors take this opportunity to convey their
appreciation to all the members, listeners, advertisers,
media agencies, dealers, suppliers, bankers, regulatory
and government authorities and all other business
associates for their continued support and confidence
in the management of the Company. Your Directors are
pleased to place on record their appreciation for the

consistent contribution made by the employees at all
levels through their hard work, dedication, solidarity and
co-operation.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

Mumbai, 16 May 2025 (DIN: 00003962)

Registered Office:

Entertainment Network (India) Limited,

CIN: L92140MH1999PLC120516,

The Times Group, Sunteck Icon,

CST Link Road, Kalina,

BKC Junction, Santacruz East,

Mumbai - 400098,

Maharashtra, India.

www.enil.co.in

---

Mar 31, 2024

Your Directors have pleasure in presenting the Twenty Fifth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [‘the Company’/ ‘ENIL’] for the financial year ended March 31, 2024.

The financial statements for the financial year ended March 31, 2024 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ''Ind AS'') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued thereafter.

1. Financial Highlights

('' in lakhs)
	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	51,977.00	48,693.30	53,555.31	51,128.86
Other income	2,703.91	2,251.94	2,769.94	2,637.02
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	12,426.19	(6,752.89)	13,357.04	(5,899.37)
Less: Depreciation and amortisation expenses	7,555.55	7,753.08	7,980.33	9,002.09
Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense from continuing operations	4,870.64	(14,505.97)	5,376.71	(14,901.46)
Less: Finance Costs	1,474.67	1,547.28	1,537.69	1,748.75
Profit/(Loss) before Exceptional items and Tax Expense	3,395.97	(16,053.25)	3,839.02	(16,650.21)
Exceptional items	54.52	(1,778.48)	131.56	(263.13)
Profit/(Loss) before Tax Expense from continuing operations	3,450.49	(17,831.73)	3,970.58	(16,913.34)
Less: Tax Expense (Current & Deferred)	636.77	(472.65)	672.37	(450.10)
Profit/ (Loss) for the year	2,813.72	(17,359.08)	3,298.21	(16,463.24)
Attributable to:
Shareholders of the Company	2,813.72	(17,359.08)	3,248.19	(16,486.66)
Non-controlling interest	-	-	50.02	23.42
Balance of profit for earlier years	35,748.86	53,554.69	35,496.91	52,443.60
Other comprehensive income/(Loss) for the year	(74.54)	29.96	(74.54)	29.96
Transfer to Legal Reserves	-	-	(6.38)	(13.29)
Dividend paid on Equity Shares	(476.70)	(476.70)	(476.70)	(476.70)
Reversal of GGL Profits for allocation to assets	15,255.24	-	15,255.72	-
Balance carried forward	53,266.58	35,748.86	53,443.19	35,496.91
Non-controlling interest	-	-	112.78	62.76

2. Financial Performance, Operations and the state of the Company''s affairs

The total income of the Company increased from '' 50,945.24 lakhs during the previous year to '' 54,680.91 lakhs during the year under review. Loss after tax declined from '' (17,359.08) lakhs during the previous year to profit of '' 2,813.72 lakhs during the year under review.

On a consolidated basis, the total income of the Company increased from '' 53,765.88 lakhs during the previous year to '' 56,325.25 lakhs during the year under review. Loss declined from '' (16,463.24) lakhs during the previous year to profit of '' 3,298.21 lakhs during the year under review.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report. There has been no change in the nature of the business of the Company.

In December 2023, the Company executed the Business Transfer Agreement (''BTA'') with Gamma Gaana Limited (''GGL'') for acquisition of the business undertaking of GGL relating to the business of licensing music audio content and hosting and streaming services under the name ''Gaana'', on a going concern basis through a slump sale,

for a lump sum cash consideration of Rupees twenty five lakhs. Gaana is in the business of providing subscription based Music Streaming Service.

The high licensing fees and ongoing losses rendered operations in the Kingdom of Bahrain unfeasible. Consequently, during the financial year ended March 31,

2023, the Company issued a notice of termination to the Ministry of Information Affairs (MOIA), Government of Bahrain, indicating its inability to continue services in the region, and the Company had also made an additional provision of '' 263.13 lakhs for an onerous contract.

Following the constructive discussions and negotiations with MOIA, during the financial year under ended March 31, 2024, the Company was granted a five-year license to operate an entertainment radio channel and the Company received a waiver of the previously mentioned onerous contract provision, resulting in a reversal of the amount of '' 263.13 lakhs. For a detailed explanation, please refer to Note 47 in both the standalone and consolidated financial statements.

In March 2022, the Company made an additional investment of '' 268.18 lakhs for 132,552 equity shares of BHD 1 each. As at March 31, 2024, the process for increasing its paid-up share capital to 2,82,552 shares of BHD 1 each has been completed. As a result, the revised number of shares against the above investment are restated to 2,82,552 shares of BHD 1 each.

In April 2023, Hon''ble Madras High Court ruled on an appeal filed by Phonographic Performance Limited (PPL) against the 2% Net Advertisement Revenue (NAR) rate set by the Copyright Board for the period of ten years ending September 2020. The Hon''ble Madras High Court upheld the original rate but introduced a minimum floor rate of Rs. 660 per needle hour. The Company has filed a special leave petition with the Supreme Court, which has been converted into an appeal and will be heard in due course.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any bank or financial institution.

3. Transfer to reserves

The Board of Directors (''Board'') of your Company has decided not to transfer any amount to the reserves for the financial year under review.

4. Dividend

Your Directors are pleased to recommend a dividend @ 15% i.e., '' 1.50 (Rupee one and fifty paise only) per equity share of '' 10/- each for the financial year ended March 31,

2024, aggregating '' 715.06 lakhs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). The Board of Directors has approved and adopted the Dividend Distribution Policy

of the Company and dividend recommendation and payout are in accordance with the Company''s Dividend Distribution Policy.

As per the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend, if declared at the AGM, would be paid within thirty days from the date of declaration of dividend through electronic mode to the Members who have updated their bank account details and dividend warrants/ demand drafts would be dispatched at the registered address of the Members who have not updated their bank account details, to those persons or their mandates:

¦ whose names appear as beneficial owners as at the end of the business hours on Thursday, September 19, 2024 in the list of the Beneficial Owners to be obtained from the Depositories i.e., National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

¦ whose names appear as Members in the Register of Members of the Company as at the end of the business hours on Thursday, September 19, 2024, in respect of the shares held in physical mode.

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend that remains unclaimed/unpaid/ un-encashed for a period of seven years and Equity Shares of the Company, in respect of which dividend entitlements have remained unclaimed or unpaid for seven consecutive years or more, are required to be transferred by the Company to the Investor Education and Protection Fund (''IEPF''), established by the Central Government. Details of the unclaimed dividend amount is available on the Company website - www.enil.co.in at the url: https://www.enil. co.in/unclaimed-dividend.php. Calendar for transfer of unclaimed dividend to IEPF has been stated in the notes to the Notice convening the AGM. Pursuant to the guidelines issued by the IEPF Authority, Company Secretary has been nominated as the Nodal Officer to facilitate the refund of the claims of the unpaid (unclaimed) dividend (e-mail ID: [e-mail]).

The shareholders whose dividend / shares are/ will be transferred to the IEPF Authority can claim the same from IEPF Authority by following the Refund Procedure as detailed on the website of IEPF Authority: http://www. iepf.gov.in at http://www.iepf.gov.in/IEPF/refund.html.

The Company has transferred '' 23,419, being the unpaid or unclaimed dividends declared for the financial year 2015-16 and 1,118 equity shares to the IEPF Authority as per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of dividends and shares transferred to the IEPF Authority are available on the Company website- www.enil.co.in at the url: https://www.enil. co.in/unclaimed-dividend.php and also on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

5. Deposits

The Company has not accepted any deposit from the public/ members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Consequently, there is no requirement for furnishing details related to the deposit covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (‘the Act'') read with the applicable rules thereto, Mr. Subramanian Narayanan (Mr. N. Subramanian) (DIN: 03083775) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors recommends the reappointment of Mr. N. Subramanian as the Director of the Company.

Mr. N. Subramanian resigned as the Group Chief Financial Officer (‘Group CFO'') of the Company. With effect from July 1, 2023, he took up a larger role in the holding company of the Company, i.e., Bennet Coleman and Company Limited (BCCL). Accordingly, with effect from July 1, 2023, Mr. N Subramanian ceased to be the Group CFO and Key Managerial Personnel (‘KMP'') of the Company under the provisions of Section 203 of the Companies Act, 2013. With effect from July 1, 2023, Mr. N. Subramanian also ceased to be the Executive Director of the Company and continued to serve on the Board of the Company as a Non-Executive Non-Independent Director without a break in his term as a Director.

Mr. Sanjay Kumar Ballabh was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from July 1, 2023.

The Board of Directors, at their meeting held on February 13, 2024, considered and approved the appointment of Mr. Mohit Gupta (DIN: 06427582) as the Additional Director (Independent Director) for a term of five years effective from March 19, 2024 to March 18, 2029. Shareholders of the Company approved the appointment of Mr. Mohit Gupta as the Independent Director, through Postal Ballot Voting Process on April 19, 2024.

The Company has received the consent, declarations and confirmations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations''] stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act. All the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Board of Directors took on record the said declarations and confirmations submitted by the Independent Directors under applicable provisions of the Act and the Listing Regulations after undertaking due assessment of the veracity of the same. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

The Board of Directors is of the opinion that all the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfill their duties as Independent Directors.

All the Independent Directors have confirmed that they have complied with the provisions of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding applying online to the Indian Institute of Corporate Affairs at Manesar (‘IICA'') for inclusion of their names in the databank maintained by IICA and also filed the application for renewal of the same.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel formulated by the Company.

The Company has received all the relevant consent, documents, declarations, confirmation from the directors proposed to be appointed and reappointed and they are not disqualified to hold the office of directors under the Act.

As per the requirement of the circular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), the Board of Directors and its Nomination & Remuneration Committee, while considering the appointment and reappointment of the directors, have verified and affirmed that they are not debarred from

holding the office of director by virtue of any Securities and Exchange Board of India (''SEBI'') order or any other such authority.

Certificate from the Company Secretary in Practice has been attached with the Report of Corporate Governance, confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority.

As stipulated under the Listing Regulations and Secretarial Standards, details in respect of the directors seeking appointment and reappointment at the AGM, inter-alia, age, qualifications, experience, details of remuneration last drawn by such persons, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, etc. are annexed to the Notice convening the AGM.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as the Key Managerial Personnel (KMP):

¦ Mr. Yatish Mehrishi: Manager & Chief Executive Officer

¦ Mr. Sanjay Kumar Ballabh: Chief Financial Officer

¦ Mr. Mehul Shah: EVP Compliance & Company Secretary

7. Annual evaluation of performance of the Board, its Committees and individual directors

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board, its Committees and individual directors participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

Evaluation of the performance of the Board, its Committees and individual directors involved structured questionnaire-driven discussions that covered a number of key areas / evaluation criteria including the roles and responsibilities, size and composition of the Board and its Committees, meaningful and constructive contribution and inputs in the meetings, dynamics of the Board and its Committees and the relationship between the Board and management. Chairman of the

Board of Directors had meetings with the Independent Directors. Chairman of the Nomination & Remuneration Committee had meetings with the Non- Independent Directors. Independent Directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review. The Independent Directors, in the said meeting, also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes. The evaluation of the Independent Directors was conducted by the entire Board of Directors which included performance of the Directors and fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management. In the above evaluation, the Directors who were subject to evaluation did not participate. The results of the evaluation were discussed with the relevant Committees and collectively by the Board as a whole. Constructive feedback was also sought on the contributions of individual Directors.

Formal Annual Evaluation was carried out in compliance with all the applicable provisions of the Act and the Listing Regulations. During the Board Evaluation, it was observed that the Board of Directors, as a whole, is functioning as an integrated body helping the board discussion to be rich and value adding. The Board has an optimum balance of discussion between operational and strategic issues. The Board is proactively engaged on the key matters concerning talent, strategy, governance, etc. There are specific areas identified by the Board as a part of this evaluation exercise for the Board to engage itself with. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of a new director, through the induction process, he/ she is familiarized with the Company, director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company''s website at: https://www. enil.co.in at web link: https://www.enil.co.in/policies-and-code-of-conduct.php

9. Policy on directors'' appointment and remuneration

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is titled as Nomination & Remuneration Policy, and is available on the Company''s website at: https:// www.enil.co.in at web link: https://www.enil.co.in/ policies-and-code-of-conduct.php and also appended as Annexure A to this Report.

10. Vigil Mechanism

The Company has an adequate and functional ''Whistle Blower Policy'' / ''Vigil Mechanism'' in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct and seek redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism for whistle blowing in good faith and it also ensures that the interests of the person who uses such Mechanism are not prejudicially affected on account of such use. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Company''s website at: https://www.enil.co.in at web link: https://www.enil.co.in/policies-and-code-of-conduct.php

11. Audit Committee

The Audit Committee of the Company consists of the following Directors as on the date of this Report:

¦ Mr. N. Kumar - Chairman (Independent NonExecutive Director)

¦ Mr. Ravindra Kulkarni (Independent Non- Executive Director)

¦ Mr. Richard Saldanha (Independent Non- Executive Director)

¦ Ms. Sukanya Kripalu (Independent Non- Executive Director)

The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors.

Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

12. CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of Corporate Social Responsibility Committee [''CSR Committee''] are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The CSR Committee of the Company consists of the following Directors as on the date of this Report:

¦ Mr. Vineet Jain - Chairman (Non- Executive Director)

¦ Mr. Ravindra Kulkarni (Independent Non- Executive Director)

¦ Mr. N. Subramanian (Non- Executive Director)

During the financial year under review, the Committee met on May 4, 2023.

Brief description of terms of reference of the Committee inter-alia includes:

¦ Formulating and recommending to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

¦ Recommending the amount of expenditure to be spent on the CSR activities to be undertaken by the Company;

¦ Monitoring the CSR Policy of the Company from time to time;

¦ Formulating and recommending to the Board, an Annual Action Plan in pursuance of its CSR Policy, which shall include:

¦ the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;

¦ the manner of execution of such projects or programmes;

¦ the modalities of utilisation of funds and implementation schedules for the Provided projects or programmes;

¦ monitoring and reporting mechanism for the projects or programmes; and

¦ details of need and impact assessment, if any, for the projects undertaken by the company;

¦ Approving specific projects, either new or ongoing,

in pursuance of the CSR Policy and the Annual Action Plan;

¦ Recommending to the Board any alteration in the Annual Action Plan approved by the Board along with reasonable justification;

¦ Monitoring, reviewing the progress of the CSR initiatives undertaken and reporting of the CSR activities to the Board from time to time;

¦ Satisfying the Board on the utilization of the funds disbursed for the purpose and in the manner approved by it;

¦ Reviewing and recommending to the Board, the Annual Report on CSR activities to be included in the Board''s report;

¦ Reviewing and recommending to the Board, if and to the extent applicable, the need for impact assessment of the projects and appointment of impact assessment agency and the impact assessment report to be obtained by the Company from time to time;

¦ Undertaking such activities and carrying out such functions as may be provided under Section 135 of the Act and the rules issued thereunder.

CSR Policy development and implementation:

The CSR Policy is available on the Company''s website at: https://www.enil.co.in at web link: https://www.enil. co.in/policies-and-code-of-conduct.php

CSR Policy Statement and Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report.

13. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company comprises of the following Directors as on the date of this Report:

¦ Mr. N. Kumar - Chairman (Independent NonExecutive Director)

¦ Mr. Ravindra Kulkarni (Independent Non- Executive Director)

¦ Mr. Richard Saldanha (Independent Non- Executive Director)

¦ Ms. Sukanya Kripalu (Independent Non- Executive Director)

¦ Mr. Vineet Jain (Non- Executive Director)

Brief description of terms of reference and other relevant details of the Nomination & Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of the following Directors as on the date of this Report:

¦ Mr. Richard Saldanha - Chairman (Independent Non- Executive Director)

¦ Mr. Ravindra Kulkarni (Independent Non- Executive Director)

¦ Mr. N. Subramanian (Non- Executive Director)

A brief description of terms ofreference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Statutory Auditors of the Company have not reported any details in respect of frauds as specified under Section 143(12) of the Act.

16. Auditors

The Members of the Company, at the 23^rd AGM held on September 27, 2022, had approved the appointment of Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration number - 001076N/ N500013) as the Statutory Auditors of the Company for a term of five consecutive years, to hold the office commencing from the conclusion of the 23^rd AGM till the conclusion of the 28^th AGM. Walker Chandiok & Co LLP, Chartered Accountants have stated that they satisfy the criteria provided in Section 141 of the Act.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is appended as Annexure C-1 to this Report. The Secretarial Compliance Report for the financial year ended March 31, 2024 is appended as Annexure C-2 to this Report.

The Secretarial Audit Report dated May 3, 2024 and Secretarial Compliance Report dated May 3, 2024 do not contain any qualification, reservation or adverse remark or disclaimer.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any

statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number-00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2025. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be '' 5,00,000 (Rupees five lakhs only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 4 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2025.

Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.

The Cost Audit Report for the financial year 2022-23 was filed on August 22, 2023. The Cost Audit Report for the financial year 2023-24 will be filed on/ before the due date.

19. Conservation of Energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However, the information, as applicable, is given hereunder:

a) Conservation of energy:

(i) Steps taken or impact on conservation of energy and the steps taken by the Company for utilising alternate sources of energy:

- Energy Conservation: We increased the efforts already executed in the preceding years by regulating the electrical consumption at the transmitters, studios and offices, which has resulted in substantial savings in energy cost in the financial year under review.

- Optimization of office spaces: As a part of our continuous efforts in office space restructuring, we rationalised office space at more locations with an efficient

office design using LED lights and energy efficient electronic devices that has contributed to reduction of about 40% in the energy consumption.

- Sustainable practices: The Company has taken various steps to improve processes and adopt new technologies. We''ve saved a lot of energy by closely monitoring air conditioning (AC) usage and making adjustments, like setting studio ACs to no lower than 25°C and lowering transmitter power during low-use times at night. We''re also replacing older AC units with more energy-efficient models.

- Power management enhancement: We reassessed power needs and upgraded our backup power systems in fourteen more locations, greatly reducing power consumption.

(ii) Capital investment in energy conservation equipment: '' 1,008.15 lakhs

b) Technology absorption:

(i) The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution: Your Company has consistently taken initiatives to improve productivity and increase efficiencies in processes.

- Digital EMSIS: We deployed a custom digital media ad traffic management solution for our consumer-facing digital business, which was also extended to the Gaana line of business..

- Chatbot: Our HR department introduced a chatbot to enhance employee engagement and improve the overall employee experience. This also enabled employees to access self-service options for their queries.

- Tableau: We implemented Tableau, a centralized business intelligence and data visualization tool, which has supported management in making data-driven decisions.

- FCT dropping: We developed and deployed customized software to automate the manual process of FCT scheduling, significantly saving man-hours.

- Networking & Hub Station Optimization: We successfully replicated networking in seven stations with hub markets. This

networking solution led to savings in office operating costs, including rentals, electricity, and other recurring expenses.

- Transmitter upgrades: We replaced older, low-efficiency transmitters in twenty three stations with new, high-efficiency designs that will significantly reduce power consumption and improve coverage.

- Network Security Management: We

deployed Network Security Manager software in the top eight markets for centralized firewall management, enhancing our ability to monitor, analyze, and manage network threats and risks.

- Advanced Threat Protection (ATP): We extended ATP solutions to fifty additional key users to prevent cyber-attacks and malware through email. This initiative has led to process improvements, higher productivity, better risk protection, cost savings, time savings, and energy conservation.

(ii) Imported technology (imported during last three years reckoned from the beginning of the financial year): The Company has not imported any new technology in this financial year. Nevertheless, the Company has continued to use the latest equipment and software for its business activities.

(iii) The expenditure incurred on Research & Development (R & D)

The Company has not spent any amount towards research and development activities. The Company has been active in harnessing the latest technology available in the industry.

c) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

('' in lakhs)
	Financial Year 2023-24	Financial Year 2022-23
Foreign exchange earnings	1324.31	1249.11
Foreign exchange outgo	1324.79	816.79

20. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report.

The Chief Executive Officer & Manager of the Company does not receive any remuneration or commission from the Company''s holding or subsidiary companies.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection by the Members basis the request being sent on [e-mail] without payment of fee and same will also be available during the AGM. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company''s website at: www.enil.co.in.

21. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available at the Company''s website: (https://www.enil.co.in) at url: https://www.enil.co.in/financials-annual-reports.php.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

¦ any shares, debentures, bonds, warrants or securities;

¦ any equity shares with differential rights as to dividend, voting or otherwise;

¦ any shares to its employees under the Employees Stock Option Scheme;

¦ any sweat equity shares.

During the financial year under review, the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Companies Act, 2013 and Rules made thereunder.

No shares are held in trust for the benefits of employees. There is no change in the capital structure of the Company during the financial year under review.

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. The annual listing fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the

Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

The Company has adopted Integrated Reporting. The information related to the Integrated Reporting forms part of the Management Discussion & Analysis and Integrated Reporting has also been hosted on the website of the Company: (https://www.enil.co.in) at url: https:// www.enil.co.in/financials-annual-reports.php.

24. Business Responsibility & Sustainability Report

As per Regulation 34 of the Listing Regulations, the Company has published a separate Business Responsibility & Sustainability Report (''BRSR'') for the financial year under review and is attached as Annexure E to this Report.

25. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate Report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

26. Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

27. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31,2024, the applicable accounting standards have been followed and that there are no material departures from the same;

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 ended on March 31, 2024 and of the profit 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

28. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were on an arm''s length basis.

Bennett, Coleman & Company Limited (''BCCL'') is the holding company and a related party.

In order to achieve efficiencies in Ad sales, business synergies, economics of scale and also to optimize costs, the Company and BCCL have entered into various contracts/ arrangements/ transactions relating to the transfer and / or availing of resources, services or obligations in the past and propose to continue with such contracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing Regulations, Members of the Company granted approval for the contracts/ arrangements/ transactions entered into and/ or to be entered into with BCCL relating to the transfer and / or availing of resources, services or obligations, for each of the five financial years of the Company commencing from April 1, 2020, exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company but not exceeding the aggregate value of '' 200 crore (Rupees two hundred crore only) per annum, on such terms and conditions as may be mutually agreed between the Company and BCCL.

Details of the Material Related Party Transactions entered during the year by the Company, as required under Section 134(3) (h) of the Act (in Form AOC 2) is attached as Annexure Fto this Report.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: www.enil. co.in (url: https://www.enil.co.in/policies-and-code-of-conduct.php).

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and

are intended to further the Company''s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under the Regulation 43A of the Listing Regulations. The said Policy is appended as Annexure G to this Report and also uploaded on the Company''s website at www.enil.co.in (url: https://www.enil.co.in/ policies-and-code-of-conduct.php).

30. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any guarantees or provided any securities under Section 186 of the Act. Particulars of the loan given to the subsidiary company are provided in Note 40 to the standalone financial statements and the said loan was impaired during the financial year under review. The loan was given for business purposes. Particulars of investments made by the Company during the financial year 2023-24 are provided in Note 9 and 10 to the standalone financial statements.

31. Risk Management

The Board of Directors is responsible for ensuring that the Company has appropriate systems of control in place -in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards. Accordingly, the Board oversees the framing, implementing and the monitoring of the risk management plan for the Company. The Board also ensures the integrity of the Company''s accounting and financial reporting systems, including the independent audit.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s Risk Management policies, systems and procedures. Internal Audit for the financial year under review has been carried out by Deloitte Touche Tohmatsu India Limited Liability Partnership (''Deloitte''), the independent Internal Auditors. Internal Audit covers key radio stations at pan India level and the corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

The Company has adopted a Risk Management Policy pursuant to the provisions of Section 134 and all other applicable provisions of the Companies Act, 2013

and Listing Regulations and also established related procedures to inform Board Members about the risk assessment and minimization procedures. The Company has a strong Enterprise Risk Management framework which is administered by the Senior Management team and monitored by the Risk Management Committee. Major risks are identified and mitigation measures are put in place, and the same are also reported to the Audit Committee and Board of Directors along with the action taken report. The Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks.

The Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Risk Management Committee of the Company comprises of the following members as of the date of this Report:

¦ Mr. Vineet Jain (Non-Executive Chairman)

¦ Mr. N. Kumar (Independent Director)

¦ Mr. N. Subramanian (Non-Executive Director)

¦ Mr. Yatish Mehrishi (Manager & CEO)

A brief description of terms of reference and other relevant details of the Risk Management Committee have been furnished in the Report on Corporate Governance.

32. Internal Financial Controls

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

The Company has in place adequate internal financial controls with reference to the financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control system including internal financial controls.

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standards, the audited consolidated financial

statements are provided and form part of the Annual

Report.

34. Subsidiary Companies

The Company has the following subsidiaries:

¦ Alternate Brand Solutions (India) Limited (ABSL), is a 100% subsidiary based in India. ABSL recorded a total income of '' 74.52 lakhs during the financial year ended March 31, 2024, as compared to '' 46.25 lakhs during the financial year ended March 31, 2023. Profit after Tax stood at '' 52.90 lakhs for the financial year ended March 31, 2024, as compared to Profit of '' 32.57 lakhs during the financial year ended March 31, 2023.

¦ Entertainment Network, INC (EN, INC) and a step-down subsidiary, Entertainment Network, LLC (EN, LLC) are based in the United States of America. EN, INC is a 100% subsidiary of the Company. EN, LLC is the 100% subsidiary of EN, INC. EN, INC recorded a total consolidated income of '' 737.72 lakhs during the financial year ended March 31,2024, as compared to '' 1,515.38 lakhs during the financial year ended March 31, 2023. Consolidated loss after Tax stood at '' (33.54) lakhs for the financial year ended March 31, 2024 as compared to loss of '' (359.91) lakhs during the financial year ended March 31, 2023.

¦ Global Entertainment Network Limited (GENL) is a company incorporated under the laws of the State of Qatar, having its registered office in Doha, Qatar. In March 2021, the Company acquired 49% equity of GENL. The remaining 51% of the equity stake is owned by another company (Marhaba FM). Basis the shareholding agreement executed by the Company with Marhaba FM, the Company has a controlling interest in GENL. As a result, the investment made in GENL is treated as an investment in a subsidiary as per Ind AS 110- Consolidated Financial Statements. GENL recorded a total income of '' 750.72 lakhs during the financial year ended March 31, 2024, as compared to '' 970.66 lakhs during the financial year ended March 31, 2023. Profit after Tax stood at '' 170.50 lakhs for the financial year ended March 31, 2024, as compared to Profit of '' 82.71 lakhs during the financial year ended March 31, 2023.

¦ Mirchi Bahrain WLL, based in the Kingdom of Bahrain, is a 100% subsidiary of the Company. Mirchi Bahrain WLL became a wholly owned subsidiary of the Company in April 2021. Mirchi Bahrain WLL recorded a total income of '' 453.20 lakhs during the financial year ended March 31, 2024, as compared to '' 462.94 lakhs during the financial year ended March 31, 2023. Consolidated Profit after Tax stood at '' 85.78 lakhs for the financial year ended March 31, 2024, as compared to loss of '' (374.53) lakhs during

the financial year ended March 31, 2023.

As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Companies is attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiaries.

The Company shall make available the financial statements and the related detailed information of its subsidiaries to any Member of the Company or its subsidiaries who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection by the Members basis the request being sent on [e-mail] without payment of fee and same will also be available during the AGM. The consolidated financial statements presented by the Company include the financial results of its Subsidiary Companies.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company''s website: www.enil.co.in.

The Policy for determining material subsidiaries is available at the Company''s website: www.enil.co.in at https://www.enil.co.in/policies-and-code-of-conduct. php

35. Significant and material order

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

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. For building awareness in this area, the Company has been conducting induction / refresher programmes on a continuous basis. The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Company has complied with the applicable provisions of the said Act. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. During the financial year under review,

three complaints pertaining to sexual harassment were reported to the Internal Complaints Committee of the Company. After a detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaints were appropriately dealt with during the financial year under review and appropriate action was taken.

37. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation for the

consistent contribution made by the employees at all levels through their hard work, dedication, solidarity and co-operation.

---

Mar 31, 2023

Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [''the Company''/ ENIL''] for the financial year ended March 31, 2023.

The financial statements for the year ended March 31, 2023 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the Ind AS'') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued thereafter.

1. Financial Highlights

(Rs. in Lakhs)
	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	41,952.31	30,547.38	43,997.22	31,902.77
Other income	1,888.29	1,642.81	2,224.97	1,681.98
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	8,639.36	5,864.74	9,313.35	6,200.47
Less: Depreciation and amortisation expenses	7,734.32	7,884.07	8,504.78	8,654.91
Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense from continuing operations	905.04	(2,019.33)	808.57	(2,454.44)
Less: Finance Costs	1,547.28	1,616.26	1,665.62	1,733.13
(Loss) before Exceptional items and Tax Expense	(642.24)	(3,635.59)	(857.05)	(4,187.57)
Exceptional items	(1,778.48)	-	(263.13)	-
(Loss) before Tax Expense from continuing operations	(2,420.72)	(3,635.59)	(1,120.18)	(4,187.57)
Less: Tax Expense (Current & Deferred)	(472.65)	(887.53)	(450.10)	(877.23)
(Loss) for the year from continuing operations	(1,948.07)	(2,748.06)	(670.08)	(3,310.34)
(Loss) from discontinuing operations	-	-	(382.15)	(310.69)
Attributable to:
Shareholders of the Company	(1,948.07)	(2,748.06)	(1,075.66)	(3,630.22)
Non-controlling interest	NA	NA	23.42	9.18
Balance of profit for earlier years	53,554.69	56,820.15	52,443.60	56,595.14
Other comprehensive income/(Loss) for the year	(15.85)	(40.70)	(15.85)	(40.70)
Transfer to Legal Reserves	-	-	(13.29)	(3.92)
Dividend paid on Equity Shares	(476.70)	(476.70)	(476.70)	(476.70)
Balance carried forward	51,114.06	53,554.69	50,862.10	52,443.60
Non-controlling interest	-	-	62.76	29.54

2. Financial Performance, Operations and the state of the Company''s affairs

Total income of the Company increased from '' 32,190.19 lakhs during the previous year to

'' 43,840.60 lakhs during the year under review. Loss after tax declined from '' (2,748.06) lakhs during the previous year to loss of '' (1,948.07) lakhs during the year under review.

On a consolidated basis, for continued operations, total income of the Company increased from '' 33,584.75 lakhs during the previous year to

'' 46,222.19 lakhs during the year under review. Loss declined from '' (3,310.34) lakhs during the previous

year to loss of '' (670.08) lakhs during the year under review. For discontinued operations loss increased from '' (310.69) Lakhs during the previous year to loss of '' (382.15) Lakhs during the year under review.

During the financial year ended March 31, 2023, based on the business environment and relevant economic and market indicators, the Company identified indicators of impairment of its investment related to its operations in San Francisco. Further, considering the adverse impact of Covid 19 since the launch of operations in the Kingdom of Bahrain and huge quantum of license fees payable to the Ministry of Information Affairs (MOIA), the said operations had

become unsustainable in the financial year under review. As a result, the Company identified and recorded impairment of its investment related to the operations in the Kingdom of Bahrain. Kindly refer to Note 46 to the standalone financial statements and Note 49 to the consolidated financial statements for a detailed explanation.

In October 2022, the Company entered into a Share Subscription and Shareholders'' Agreement (''SSHA'') with Spardha Learnings Private Limited (''Spardha'') and others. As a part of SSHA, the Company subscribed to 5 equity shares and 12,932 Pre-Series A2 Compulsorily Convertible Preference Shares (''CCPS''). Total investment constitutes 11.5% of the share capital of Spardha on a fully diluted basis. Spardha is a private limited company engaged, inter-alia, in the business of providing education, training, personalised guidance, and conducting workshops in academics, music, dance, fine-arts and sports through an online platform.

The Company, through its wholly owned subsidiary-Mirchi Bahrain W.L.L., launched radio broadcasting operations in the Kingdom of Bahrain in May 2021. However, considering the adverse impact of Covid 19 since the launch of operations and huge quantum of license fees payables to the Ministry of Information Affairs - Bahrain (MOIA), the operations of the Company had become unsustainable in the current year ended March 31, 2023. Considering this, a notice of termination has been served to MOIA expressing our inability to continue services in the region due to continued losses and high license fees.

In May 2021, the Company''s US subsidiary, Viz. Entertainment Network, LLC (EN. LLC.) had entered into a Time Brokerage arrangement with a US based broadcaster to broadcast radio programmes and content, targeting the South Asian community in the Bay Area - USA. Due to the non-fulfilment of material contractual obligations by the counterparty, business operations of EN. LLC. became unviable. Therefore EN. LLC. issued a termination notice to the counterparty, terminating the Time Brokerage arrangement effective from November 30, 2022.

In April 2023, Hon''ble Madras High Court pronounced its order in the matter of appeals filed by Phonographic Performance Limited (''PPL'') i.e., PPL vs the Company (''ENIL'') and others. The Order was in respect of the appeal filed by PPL in year 2010, challenging the 2% Net Advertisement Revenue (''NAR'') rate fixed by the then Copyright Board (''CRB'') for a period of ten years ending September 2020 (''CRB Order''). As per the said Order, the appeal filed by PPL has been partly allowed and CRB Order is upheld and further modified by fixing a minimum floor rate of '' 660 per needle hour

(effectively 2% of Net Advertisement Revenue (''NAR'') or '' 660 per needle hour, whichever is higher) for the period from 2010-2020. The Company will file a special leave petition before the Hon''ble Supreme Court of India for a stay of the said order.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report. There has been no change in the nature of the business of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any bank or financial institution.

3. Transfer to reserves

The Board of Directors (''Board'') of your Company has decided not to transfer any amount to the reserves for the financial year under review.

4. Dividend

Your Directors are pleased to recommend a dividend @ 10% i.e., '' 1.00 (Rupee one only) per equity share of '' 10/- each for the financial year ended March 31, 2023, aggregating '' 476.70 lakhs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). The Board of Directors has approved and adopted the Dividend Distribution Policy of the Company and dividend recommendation and payout are in accordance with the Company''s Dividend Distribution Policy.

As per the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend, if declared at the AGM, would be paid within thirty days from the date of declaration of dividend through electronic mode to the Members who have updated their bank account details and dividend warrants/ demand drafts would be dispatched at the registered address of the Members who have not updated their bank account details, to those persons or their mandates:

¦ whose names appear as beneficial owners as at the end of the business hours on Friday, September 15, 2023 in the list of the Beneficial Owners to be obtained from the Depositories i.e., National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

¦ whose names appear as Members in the Register of Members of the Company as at the end of the business hours on Friday, September 15, 2023, in respect of the shares held in physical mode.

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend that remains unclaimed/unpaid/ un-encashed for a period of seven years and Equity Shares of the Company, in respect of which dividend entitlements have remained unclaimed or unpaid for seven consecutive years or more, are required to be transferred by the Company to the Investor Education and Protection Fund (''IEPF''), established by the Central Government. Details of the unclaimed dividend amount is available on the Company website - www.enil.co.in at the url: https:// www.enil.co.in/unclaimed-dividend.php. Calendar for transfer of unclaimed dividend to IEPF has been stated in the notes to the Notice convening the AGM. Pursuant to the guidelines issued by the IEPF Authority, Company Secretary has been nominated as the Nodal Officer to facilitate the refund of the claims of the unpaid (unclaimed) dividend (e-mail ID: mehul. [e-mail]).

The shareholders whose dividend / shares are/ will be transferred to the IEPF Authority can claim the same from IEPF Authority by following the Refund Procedure as detailed on the website of IEPF Authority: http:// www.iepf.gov.in at http://www.iepf.gov.in/IEPF/ refund.html.

The Company has transferred '' 16,433, being the unpaid or unclaimed dividends declared for the financial year 2014-15 and 559 equity shares to the IEPF Authority as per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of dividends and shares transferred to the IEPF Authority are available on the Company website-www.enil.co.in at the url: https://www.enil.co.in/ unclaimed-dividend.php and also on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

5. Deposits

The Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Consequently, there is no requirement of furnishing details related to deposit covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (''the Act'') read with the applicable rules thereto, Mr. Vineet Jain (DIN: 00003962) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors recommends the reappointment of Mr. Vineet Jain as the Director of the Company.

Mr. Yatish Mehrishi (PAN: AEXPM1887N) was appointed as the Chief Executive Officer and Key Managerial Personnel effective from November 1, 2022. Members of the Company, through Postal Ballot Voting Process on April 26, 2023, approved the reappointment of Ms. Sukanya Kripalu (DIN: 06994202) as the Independent Director for the second term of five consecutive years commencing from May 23, 2023 and also approved the appointment of Mr. Yatish Mehrishi as the Manager as per the provisions of the Companies Act, 2013 for a period of five years commencing from April 1, 2023.

In May 2023, the Board of Directors considered and approved the reappointment of Mr. Subramanian Narayanan (Mr. N. Subramanian) (DIN: 03083775) as the Executive Director & Group Chief Financial Officer (''ED & Group CFO'') of the Company for the term of five years commencing from November 2, 2023.

Mr. Prashant Panday resigned from the position of the Managing Director as well as Directorship of the Company with effect from the close of business hours on January 31, 2023 due to other preoccupations. The Board of Directors places on record their appreciation for the invaluable contributions made by Mr. Prashant Panday, Managing Director, who has served the Company for more than two decades and built the Brand Mirchi into a power brand over the last twenty-two years.

The Company has received the consent, declarations and confirmations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''Listing Regulations''] stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act. All the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Board of Directors took on record the said declarations and confirmations submitted by the Independent Directors under applicable provisions of the Act and the Listing Regulations after undertaking due assessment of the veracity of the same. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

The Board of Directors is of the opinion that all the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

All the Independent Directors have confirmed that they have complied with the provisions of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding applying online to the Indian Institute of Corporate Affairs at Manesar (''IICA'') for inclusion of their names in the databank maintained by IICA and also filed the application for renewal of the same. They have also confirmed that they are exempted from the requirement to pass the online proficiency self-assessment test under the aforesaid Rule.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel formulated by the Company.

The Company has received all the relevant consent, documents, declarations, confirmation from the director proposed to be reappointed and he is not disqualified to become the director under the Act.

As per the requirement of the circular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), the Board of Directors and its Nomination and Remuneration Committee, while considering the appointment and reappointment of the directors, have verified that they are not debarred from holding the office of director pursuant to any SEBI order or any other such authority. Accordingly, the Company affirms that the Director proposed to be reappointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Certificate from the Company Secretary in Practice has been attached with the Report of Corporate Governance, confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board (SEBI)/ Ministry

of Corporate Affairs or any such statutory authority.

As stipulated under the Listing Regulations and Secretarial Standards, details in respect of the director seeking reappointment at the AGM, inter-alia, age, qualifications, experience, details of remuneration last drawn by such person, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, etc. are annexed to the Notice convening the AGM.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as the Key Managerial Personnel (KMP):

¦ Mr. Yatish Mehrishi: Manager & Chief Executive Officer

¦ Mr. N. Subramanian: Executive Director & Group CFO

¦ Mr. Mehul Shah: EVP Compliance & Company Secretary

7. Annual evaluation of performance of the Board, its Committees and individual directors

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board, its Committees and individual directors participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

Evaluation of the performance of the Board, its Committees and individual directors involved structured questionnaire-driven discussions that covered a number of key areas / evaluation criteria including the roles and responsibilities, size and composition of the Board and its Committees, meaningful and constructive contribution and inputs in the meetings, dynamics of the Board and its Committees and the relationship between the Board and management. Chairman of the Board of Directors had meetings with the Independent Directors. Chairman of the Nomination & Remuneration Committee had meetings with the Non- Independent Directors. Independent Directors, at their Meeting led by the Chairman of the Nomination & Remuneration

Committee, reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review. The Independent Directors, in the said meeting, also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes. The evaluation of the Independent Directors was done by the entire Board of Directors which included performance of the Directors and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management. In the above evaluation, the Directors who were subject to evaluation did not participate. The results of the evaluation were discussed with the relevant Committees and collectively by the Board as a whole. Constructive feedback was also sought on the contributions of individual Directors.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. During the Board Evaluation, it was observed that the Board of Directors, as a whole, is functioning as an integrated body helping the board discussion to be rich and value adding. The Board has an optimum balance of discussion between operational and strategic issues. The Board is proactively engaged on the key matters concerning talent, strategy, governance, etc. There are specific areas identified by the Board as a part of this evaluation exercise for the Board to engage itself with. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of a new director, through the induction process, he/ she is familiarized with the Company, director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company''s website at: https://www.enil.co.in at web link: https://www.enil.co.in/policies-and-code-of-conduct.php

9. Policy on directors'' appointment and remuneration

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is titled as Nomination & Remuneration Policy, and is available on the Company''s website at: https://www.enil.co.in at web link: https://www.enil. co.in/policies-and-code-of-conduct.php and also appended as Annexure A to this Report.

10. Vigil Mechanism

The Company has an adequate and functional ''Whistle Blower Policy'' / ''Vigil Mechanism'' in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct and seek redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism for whistle blowing in good faith and it also ensures that the interests of the person who uses such Mechanism are not prejudicially affected on account of such use. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Company''s website at: https://www.enil.co.in at web link: https://www.enil.co.in/policies-and-code-of-conduct.php

11. Audit Committee

The Audit Committee of the Company consists of the following Directors as on the date of this Report:

¦ Mr. N. Kumar - Chairman (Independent NonExecutive Director)

¦ Mr. Ravindra Kulkarni (Independent NonExecutive Director)

¦ Mr. Richard Saldanha (Independent NonExecutive Director)

¦ Ms. Sukanya Kripalu (Independent Non- Executive Director)

The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

12. CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of Corporate Social Responsibility Committee [''CSR Committee''] are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The CSR Committee of the Company consists of the following Directors as on the date of this Report:

¦ Mr. Vineet Jain - Chairman (Non- Executive Director)

¦ Mr. Ravindra Kulkarni (Independent NonExecutive Director)

¦ Mr. N. Subramanian (Executive Director & Group CFO)

During the financial year under review, the Committee met on May 6, 2022.

Brief description of terms of reference of the Committee inter-alia includes:

¦ Formulating and recommending to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

¦ Recommending the amount of expenditure to be spent on the CSR activities to be undertaken by the Company;

¦ Monitoring the CSR Policy of the Company from time to time;

¦ Formulating and recommending to the Board, an Annual Action Plan in pursuance of its CSR Policy, which shall include:

- the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;

- the manner of execution of such projects or programmes;

- the modalities of utilisation of funds and implementation schedules for the Provided projects or programmes;

- monitoring and reporting mechanism for the projects or programmes; and

- details of need and impact assessment, if any, for the projects undertaken by the company;

¦ Approving specific projects, either new or ongoing, in pursuance of the CSR Policy and the Annual Action Plan;

¦ Recommending to the Board any alteration in the Annual Action Plan approved by the Board along with reasonable justification;

¦ Monitoring, reviewing the progress of the CSR initiatives undertaken and reporting of the CSR activities to the Board from time to time;

¦ Satisfying the Board on the utilization of the funds disbursed for the purpose and in the manner approved by it;

¦ Reviewing and recommending to the Board, the Annual Report on CSR activities to be included in the Board''s report;

¦ Reviewing and recommending to the Board, if and to the extent applicable, the need for impact assessment of the projects and appointment of impact assessment agency and the impact assessment report to be obtained by the Company from time to time;

¦ Undertaking such activities and carrying out such functions as may be provided under Section 135 of the Act and the rules issued thereunder.

CSR Policy development and implementation:

The CSR Policy is available on the Company''s website at: https://www.enil.co.in at web link: https://www. enil.co.in/policies-and-code-of-conduct.php

CSR Policy Statement and Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of the following Directors as on the date of this Report:

¦ Mr. N. Kumar - Chairman (Independent NonExecutive Director)

¦ Mr. Ravindra Kulkarni (Independent NonExecutive Director)

¦ Mr. Richard Saldanha (Independent NonExecutive Director)

¦ Ms. Sukanya Kripalu (Independent Non- Executive Director)

¦ Mr. Vineet Jain (Non- Executive Director)

Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of the following Directors as on the date of this Report:

¦ Mr. Richard Saldanha - Chairman (Independent Non- Executive Director)

¦ Mr. Ravindra Kulkarni (Independent NonExecutive Director)

¦ Mr. N. Subramanian (Executive Director & Group CFO)

Brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Statutory Auditors of the Company have not reported any details in respect of frauds as specified under Section 143(12) of the Act.

16. Auditors

The Members of the Company, at the 23^rd AGM held on September 27, 2022, had approved the appointment of Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration number - 001076N/ N500013) as the Statutory Auditors of the Company for a term of five consecutive years, to hold the office commencing from the conclusion of the 23^rd AGM till the conclusion of the 28^th AGM. Walker Chandiok & Co LLP, Chartered Accountants have stated that they satisfy the criteria provided in Section 141 of the Act.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is appended as Annexure C-1 to this Report. The Secretarial

Compliance Report for the financial year ended March 31, 2023 is appended as Annexure C-2 to this Report.

The Secretarial Audit Report dated April 30, 2023 and Secretarial Compliance Report dated April 30, 2023 do not contain any qualification, reservation or adverse remark or disclaimer.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2024. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be '' 4,75,000 (Rupees four lakhs seventy five thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 4 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2024.

Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.

The Cost Audit Report for the financial year 202122 was filed on September 3, 2022. The Cost Audit Report for the financial year 2022-23 will be filed on/ before the due date.

19. Conservation of Energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However, the information, as applicable, is given hereunder:

(a) Conservation of energy:

(i) Steps taken or impact on conservation of

energy and the steps taken by the Company

for utilising alternate sources of energy:

- Energy Conservation: We increased the efforts already executed in the preceding years by regulating the electrical consumption at the transmitters, studios and offices, which has resulted in substantial savings in energy cost in the financial year under review.

- Optimization of office spaces: As a part of our continuous efforts in office space restructuring, we rationalised office space at more locations with an efficient office design using LED lights and energy efficient electronic devices that has contributed to reduction of about 40% in the energy consumption.

- We have maximized energy savings in AC units. Air conditioner (AC) usage patterns are monitored regularly to reduce electricity consumption without any extra capital investment. AC units are set at optimum temperatures based on ambient conditions, e.g., Studio ACs are set at not less than 25 degrees temperature. This has helped achieve substantial savings. Transmitter power is optimally reduced in the night band when listenership is low, and the ambient temperature is lower. We continue to replace old conventional fixed speed ACs with Inverter/ VRV ACs for better energy savings.

- We have successfully implemented a pilot project by installing a Smart Room Cooling (SRC) at a transmission site for energy savings in air-conditioning. Existing comfort ACs were replaced with a highly efficient industry grade product. Due to its longer life, capex will be avoided for around 10-12 years which otherwise would be incurred on replacing regular ACs periodically. The product has higher airflow with lower energy consumption resulting in a short payback period.

- UPS upgrades and load reassessment helped us reduce our connected load across stations over the years by more

than 300 KW.

(ii) Capital investment on energy conservation equipments: '' 6.30 lakhs

(b) Technology absorption:

(i) The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution: Your Company has consistently taken initiatives to improve productivity and increase efficiencies in processes.

- A Contest and Merchandise management tool was developed in SharePoint and hosted on Azure Cloud. The workflow increased efficiency and improved inventory management in the Contest management process. The tool also simplifies the process of monitoring contest entries and managing winners, making it easier to track and measure the success of contests.

- A Creative brief approval workflow was developed and deployed on SharePoint and hosted on the MS Azure Cloud. We automated the process of filing a creative brief to Programming or Brewery teams for their review and approval. The workflow is currently used by teams in 55 stations, substantially improved productivity, saved time and helps archive creatives for future reference.

- HR onboarding process was automated with SAP and integrated with satellite system. This has resulted in reducing the turn-around-time of the HR team for hiring and data synchronization, increased efficiency and reduced operating costs.

- An API solution was developed for automating customer payment transactions made through HDFC Bank. The inbound interface developed between HDFC Bank and SAP ERP enabled us to reduce manual effort and errors, provide daily receipts reconciliation and track new customers, thus increasing team productivity.

- Hub Station Optimization: Successfully replicated Hub station optimization for remote networked stations in Maharashtra. The centralized solution resulted in optimal use of manpower

and resources and savings in both capex and operating expenses.

- RCS ZettaCloud on Triton: Implemented RCS ZettaCloud for playout of 39 deferred streams of 13 FM stations in 3 different time zones (PST, EST, GST) on the Triton audio streaming platform for Mirchi App.

- Infrastructure enhancement: With the focus on Digital businesses, we expanded the infrastructure of our existing private cloud. This not only augmented our goal of space and energy savings, but also gave us the complete control of setting up new playout systems instantly by using the scalability and flexibility parameters of the private cloud.

- We continue to replace older analog consoles with IP consoles due to their ease of installation, maintenance and flexibility.

- Benefits derived: Improvement in processes, higher productivity, cost effectiveness, time-savings, energy conservation are some of the major benefits derived.

(ii) Imported technology (imported during last three years reckoned from the beginning of the financial year): The Company has not imported any new technology in this financial year. Nevertheless, the Company has continued to use the latest equipment and software for its business activities.

(iii) The expenditure incurred on Research & Development (R & D):

The Company has not spent any amount towards research and development activities. The Company has been active in harnessing the latest technology available in the industry.

(c) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

('' in lakhs)
	Financial Year	Financial Year
	2022-23	2021-22
Foreign exchange earnings	1,249.11	643.91
Foreign exchange outgo	816.79	1,212.05

20. Particulars of Employees

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

The Managing Director and Executive Director of the Company do not receive any remuneration or commission from the Company''s holding or subsidiary companies.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection by the Members in electronic mode basis the request being sent on [e-mail] without payment of fee and same will also be available during the AGM. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company''s website at: www.enil.co.in.

21. Annual Return

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the Annual Return of the Company is available at the Company''s website: (https://www. enil.co.in) at url: https://www.enil.co.in/financials-annual-reports.php.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

¦ any shares, debentures, bonds, warrants or securities;

¦ any equity shares with differential rights as to dividend, voting or otherwise;

¦ any shares to its employees under the Employees Stock Option Scheme;

¦ any sweat equity shares.

During the financial year under review, the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Companies Act, 2013 and Rules made thereunder.

No shares are held in trust for the benefits of

employees. There is no change in the capital structure of the Company during the financial year under review.

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

The Company has adopted Integrated Reporting. The information related to the Integrated Reporting forms part of the Management Discussion & Analysis and Integrated Reporting has also been hosted on the website of the Company: (https://www.enil.co.in) at url: https://www.enil.co.in/financials-annual-reports. php.

24. Business Responsibility & Sustainability Report

As per Regulation 34 of the Listing Regulations, the Company has published a separate Business Responsibility & Sustainability Report (''BRSR'') for the financial year under review and is attached as Annexure E to this Report.

25. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate Report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

26. Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

27. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards have been followed and that there are no material departures

from the same;

(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 ended on March 31, 2023 and of the 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

28. Contracts and arrangements with related parties

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

Bennett, Coleman & Company Limited (''BCCL'') is the holding company and a related party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1) (zb) of the Listing Regulations.

In order to achieve efficiencies in Ad sales, business synergies, economics of scale and also to optimize costs, the Company and BCCL have entered into various contracts/ arrangements/ transactions relating to the transfer and / or availing of resources, services or obligations in the past and propose to continue with such contracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing Regulations, Members of the Company granted approval for the contracts/ arrangements/ transactions entered into and/ or to be entered into with BCCL relating to the transfer and / or availing of resources, services or obligations, for each of the five financial years of the Company commencing from April 1, 2020, exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company but not

exceeding the aggregate value of '' 200 crore (Rupees two hundred crore only) per annum, on such terms and conditions as may be mutually agreed between the Company and BCCL.

Details of the Material Related Party Transactions entered during the year by the Company, as required under Section 134(3) (h) of the Act (in the Form AOC 2) is attached as Annexure F to this Report.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: www.enil.co.in (url: https://www.enil.co.in/policies-and-code-of-conduct.php).

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company''s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under the Regulation 43A of the Listing Regulations. The said Policy is appended as Annexure G to this Report and also uploaded on the Company''s website at www.enil.co.in (url: https:// www.enil.co.in/policies-and-code-of-conduct.php).

30. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any guarantees or provided any securities under Section 186 of the Act. Particulars of loan given to the subsidiary company are provided in Note 39 to the standalone financial statements and the said loan was repaid during the financial year under review. The loan was given for business purposes. Particulars of investments made by the Company during the financial year 2022-23 are provided in Note 8 to the standalone financial statements.

31. Risk Management

The Board of Directors is responsible for ensuring that the Company has appropriate systems of control in place - in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards. Accordingly, the Board oversees the framing, implementing and the monitoring of the risk management plan for the Company. The Board also ensures the integrity of the Company''s accounting and financial reporting systems, including the independent audit.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s Risk Management policies, systems and procedures. Internal Audit for the financial year under review has been carried out by Deloitte Touche Tohmatsu India Limited Liability Partnership (''Deloitte''), the independent Internal Auditors. Internal Audit covers key radio stations at pan India level and the corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

The Company has adopted a Risk Management Policy pursuant to the provisions of Section 134 and all other applicable provisions of the Companies Act, 2013 and Listing Regulations and also established related procedures to inform Board Members about the risk assessment and minimization procedures. The Company has a strong Enterprise Risk Management framework which is administered by the Senior Management team and monitored by the Risk Management Committee. Major risks are identified and mitigation measures are put in place, and the same are also reported to the Audit Committee and Board of Directors along with the action taken report. The Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks.

The Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Risk Management Committee of the Company comprises of the following members as of the date of this Report:

¦ Mr. Vineet Jain (Non-Executive Chairman)

¦ Mr. N. Kumar (Independent Director)

¦ Mr. N. Subramanian (Executive Director & Group CFO)

¦ Mr. Yatish Mehrishi (CEO)

A brief description of terms of reference and other relevant details of the Risk Management Committee have been furnished in the Report on Corporate Governance.

32. Internal Financial Controls

The Company has adopted the 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 information.

The Company has in place adequate internal financial controls with reference to the financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control system including internal financial controls.

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standards, the audited consolidated financial statements are provided and form part of the Annual Report.

34. Subsidiary Companies

The Company has the following subsidiaries:

¦ Alternate Brand Solutions (India) Limited (ABSL), a 100% subsidiary based in India. ABSL recorded a total income of '' 46.25 lakhs during the financial year ended March 31, 2023, as compared to '' 89.52 lakhs during the financial year ended March 31, 2022. Profit after Tax stood at '' 32.57 lakhs for the financial year ended March 31, 2023, as compared to Profit of '' 32.57 lakhs during the financial year ended March 31, 2022.

¦ Entertainment Network, INC (EN, INC) and a step-down subsidiary, Entertainment Network, LLC (EN, LLC) based in the United States of America. EN, INC is a 100% subsidiary of the Company. EN, LLC is the 100% subsidiary of EN, INC. EN, INC recorded a total consolidated income of '' 1,515.38 lakhs during the financial year ended March 31, 2023, as compared to '' 1,000.46 lakhs during the financial year ended March 31, 2022. Consolidated loss after Tax stood at '' (359.91) lakhs for the financial year ended March 31, 2023 as compared to loss of '' (617.88) lakhs during the financial year ended March 31, 2022.

¦ Global Entertainment Network Limited (GENL) (A company incorporated under the laws of the State of Qatar having its registered office in Doha, Qatar). In March 2021, the Company acquired 49% equity of GENL. The remaining 51% of the

equity stake is owned by another company (Marhaba FM). Basis the shareholding agreement executed by the Company with Marhaba FM, the Company has a controlling interest over GENL. As a result, the investment made in GENL is treated as an investment in a subsidiary as per Ind AS 110- Consolidated Financial Statements. GENL recorded a total income of '' 970.66 lakhs during the financial year ended March 31, 2023, as compared to '' 472.86 lakhs during the financial year ended March 31, 2022. Profit after Tax stood at '' 82.71 lakhs for the financial year ended March 31, 2023, as compared to Profit of '' 36.74 lakhs during the financial year ended March 31, 2022.

¦ Mirchi Bahrain WLL, based in the Kingdom of Bahrain, is a 100% subsidiary of the Company. Mirchi Bahrain WLL became a wholly owned subsidiary of the Company in April 2021. Mirchi Bahrain WLL recorded a total income of '' 462.94 lakhs during the financial year ended March 31, 2023, as compared to '' 393 lakhs during the financial year ended March 31, 2022. Consolidated loss after Tax stood at '' (374.53) lakhs for the financial year ended March 31, 2023, as compared to loss of '' (324.58) lakhs during the financial year ended March 31, 2022.

As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Companies is attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiaries.

The Company shall make available the financial statements and the related detailed information of its subsidiaries to any Member of the Company or its subsidiaries who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection by the Members in electronic mode basis the request being sent on [e-mail] without payment of fee and same will also be available during the AGM. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company''s website: www.enil. co.in.

The Policy for determining material subsidiaries is

available at the Company''s website: www.enil.co.in at https://www.enil.co.in/policies-and-code-of-conduct.php

35. Significant and material order

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

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. For building awareness in this area, the Company has been conducting induction/ refresher programmes on a continuous basis. The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Company has complied with the applicable provisions of the said Act. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the financial year under review, one complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company. After a detailed investigation and following due procedure under the applicable law, guidelines

and regulations, the said complaint was appropriately dealt with during the financial year under review and appropriate action was taken.

37. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation for the consistent contribution made by the employees at all levels through their hard work, dedication, solidarity and co-operation.

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [‘the Company’/ ‘ENIL’/ ‘Radio Mirchi’] for the financial year ended March 31, 2018.

The financial statements for the year ended March 31, 2018 are prepared under Indian Accounting Standards (Ind AS). The Company has adopted all the applicable Ind AS standards and the adoption was carried out in accordance with Ind AS 101.

1. Financial Highlights

Rs. in lakhs

	Standalone		Consolidated
	Financial Year 2017-18	Financial Year 2016-17	Financial Year 2017-18	Financial Year 2016-17
Total Income	54,590.52	57,537.10	54,652.33	57,606.07
Profit before taxation	6,149.32	7,831.22	6,208.79	7,896.17
Tax expense	2,633.43	2,383.82	2,644.80	2,379.21
Profit after taxation	3,515.89	5,447.40	3,563.99	5,516.96
Other comprehensive income net of tax	17.45	(48.76)	17.45	(48.76)
Total Comprehensive Income	3,533.34	5,398.64	3,581.44	5,468.20
Profit brought forward	61,847.42	57,022.53	62,119.63	57,225.19
Authorised Capital	12,000.00	12,000.00	12,000.00	12,000.00
Equity (issued, subscribed & paid up share capital)	4,767.04	4,767.04	4,767.04	4,767.04
Transfer to General Reserve	Nil	Nil	Nil	Nil
Adjustments due to change in rates of Depreciation	Nil	Nil	Nil	Nil
Dividend paid (including dividend distribution tax)	573.75	573.75	573.75	573.75
Surplus carried to Balance Sheet	64,807.01	61,847.42	65,127.32	62,119.63

2. Financial Performance, Operations and the state of the Company’s affairs

Total income of the Company decreased from Rs.57,537.10 lakhs during the previous year to Rs.54,590.52 lakhs during the year under review. Profit after tax was Rs.3,515.89 lakhs.

On a consolidated basis, total income of the Company decreased from Rs.57,606.07 lakhs during the previous year to Rs.54,652.33 lakhs during the year under review. Profit after tax was Rs.3,563.99 lakhs.

In January 2018, the Company issued Unsecured Commercial Papers (CPs). The amount raised through issuance of CPs was Rs.102.6 crores. The CPs have a tenor of 364 days and will mature in January 2019. The maturity value of CPs is Rs.110 crores. The effective yield of the CPs is 7.2% per annum. Proceeds from these CPs were used for repayment of other CPs that fell due for repayment in January 2018.

FY18 results were hit by the temporarily adverse effects of some of the Government of India’s initiatives. First there was Real Estate (Regulation & Development) Act 2016, which brought into existence a Real Estate Regulatory and Development authority in each state. RERA was established to protect the interests of buyers as well as provide a way to resolve conflicts. Builders were expected to register their properties with RERA. Till the builders were able to do so, they were unable to advertise. As a result, radio suffered quite a lot. Then there was the GST which came into effect on July 1, 2017. While the long-term benefits of GST are well known, in the short run GST created significant disruption in the media markets. Distributors of consumer products destocked in the months leading up to the GST launch. In the months after the launch, there was some confusion about the new tax system. GST was a complicated tax system requiring tax registration in each state of operation. Businesses were required to file multiple returns every month. Exporters who were not paying indirect taxes on inputs before GST, suddenly found themselves having to pay those taxes and thereafter claim refunds. Unfortunately, the refunds took time in coming. All of this led to a temporary slowdown in the economy and that affected adversely your Company’s revenues and profits. Fortunately, most of these initial hiccups are now behind us.

During the year, your Company decided to reduce ad volumes in response to listener feedback that all radio players were playing too many ads. In FY18, we reduced our ad volumes by about 15% compared to the previous year. When we cut volumes, we requested our clients and agencies for a price increase. We partially succeeded in this. Our pricing for the year increased by 5.5%.

During the year, the Phase-3 stations launched earlier grew rapidly. Revenues of Phase-3 stations more than doubled. This was in line with our expectations. During the year, we focused on better programming and spending on marketing. We did research to track the performance of the new stations. We made corrections as required.

We adopted a strict ad volume cap of 10 minutes in all our new Phase-3 stations. This had multiple benefits. One, it improved the listenership experience and so, grew the reach and popularity of the channels. Second, it gave us a good selling story to go to our advertisers. Third, it helped us keep our prices high. Even though we got few ads in the beginning, the market accepted our pricing once they heard our product and saw the marketing support. Fourth, and most importantly, because we did not undercut our competitors’ pricing, they were able to fend off a price cut. This helped stabilize and in fact, build the market.

Your Company also helped improve the business of Ishq FM, the three metro stations (New Delhi, Mumbai and Kolkata) that belong to TV Today Network Limited (‘TVTNL’). As you may know, your Company has an Advertising Sales Agreement with TVTNL for these three stations. The programming and marketing inputs provided by TVTNL, coupled with the sales push by your Company, led the business of these three stations to grow by a very impressive 168%.

During the year, we focused on improving the margins of our non-radio business. Over the year, the non-radio business has grown to nearly 30% of our total revenues. Because of our efforts, the gross margins improved from 19% to 24% in FY18. The improvement of the margin was because of tighter control on production costs of the events, as well as better revenue realization.

In March 2018, the Company entered into a non-binding memorandum of understanding with TVTNL, for the proposed acquisition of the radio business of TVTNL, comprising of three radio stations in New Delhi, Mumbai and Kolkata currently operated under the frequency 104.8FM and ‘ISHQ 104.8FM’ brand name. In April 2018, once the 3-year lock-in period provided under Phase-3 policy was over, TVTNL made a joint application with the Company to the Ministry of Information & Broadcasting (MIB) for acquisition of the Radio Business of the aforesaid radio stations. The Company is awaiting the MIB’s response to the application.

As you may remember, your Company entered the UAE six years ago with a brand licensing agreement with the Abu Dhabi Media Corporation (ADMC). Since then, your Company has provided great programming content to them. In the initial years, we won the prestigious Masala Awards several years in a row - for the best Hindi radio station. However, given the listenership research methodology which favours older stations, we were unable to achieve listenership lead for long. Finally, in the Q4 2017 wave, Nielsen declared Radio Mirchi as the number 1 radio broadcaster in the whole of the UAE. Your brand is the leader across all languages including the local language, Arabic.

On the back of the success in the UAE, your Company has now entered Bahrain in March 2018 by entering into a strategic Brand and Content License Agreement with Adline Media FZ LLC. Adline Media is a multi-platform media organization and is in the business of media sales and management. As a part of the business arrangement, the Company has been providing advisory services to Adline Media for launch of a radio station in the Kingdom of the Bahrain.

At the end of FY18, your Company is poised to return to the path of growth.

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

3. Transfer to reserves

The Company does not propose to transfer any amount to General Reserve out of the amount available for appropriations.

4. Dividend

Your Directors are pleased to recommend a dividend @ 10 % i.e. Rs.1.00 (Rupee one only) per equity share of Rs.10/- each for the financial year ended March 31, 2018, aggregating Rs.574.69 lakhs including dividend distribution tax of Rs.97.99 lakhs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on September 19, 2018 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on September 19, 2018 after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

5. Deposits from public

The Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Consequently, there is no requirement of furnishing details related to deposit covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or reenactment thereof for the time being in force (‘the Act’), Mr. Vineet Jain (DIN: 00003962) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Ms. Punita Lal (DIN - 03412604), Independent & Non -executive Director, resigned from the Board of Directors of the Company with effect from November 15, 2017 due to personal commitments and other pre-occupations. The Board of Directors places on record their appreciation for the valuable contributions made by Ms. Punita Lal.

Based on the recommendation from the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Sukanya Kripalu (DIN: 06994202) as an Additional Director (Independent Non- Executive Director) for a term of five consecutive years commencing from May 23, 2018 to May 22, 2023, not liable to retire by rotation, in terms of sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 (‘the Act’) (including any statutory modification(s) or re-enactment thereof for the time being in force), subject to the approval of the Members.

Securities and Exchange Board of India (‘SEBI’) has vide its Notification No. SEBI/LAD-NRO/ GN/2018/10 dated May 9, 2018 issued the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (‘the Amendment Regulations’) which brought amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) to be effective from April 1, 2019, save as otherwise specifically provided for in the Amendment Regulations. The Amendment Regulations inserted Regulation 17(1 A) in the Listing regulations, to be effective from April 1, 2019. According to the Amendment Regulations, no listed company shall appoint or continue the directorship of a person as a non-executive director who has attained age of seventy five years unless a special resolution is passed to that effect.

Mr. Richard Saldanha will be above the age of seventy five years as on April 1, 2019. In order to comply with the above amendment, a special resolution is proposed in the ensuing AGM for Mr. Saldanha to continue to hold the office of the Independent NonExecutive Director of the Company.

The Board recommends the aforesaid reappointment, appointment and continuation as the Directors of the Company.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

As stipulated under the Listing Regulations and Secretarial Standards, details in respect of the directors seeking appointment, re-appointment at the AGM, inter alia, age, qualifications, experience, details of remuneration last drawn by such person, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, etc. are annexed to the Notice convening the AGM.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as the Key Managerial Personnel (KMP):

- Mr. Prashant Panday: Managing Director & CEO

- Mr. N. Subramanian: Group CFO

- Mr. Mehul Shah: SVP Compliance & Company Secretary

7. Board Evaluation

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria including the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed with the relevant Committees and collectively by the Board as a whole. Feedback was also sought on the contributions of individual directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. During the Board Evaluation, it was observed that the Board of Directors, as a whole, is functioning as an integrated body helping the board discussion to be rich and value adding. The Board also noted that given the changing external environment, there is need for better allocation of time for business reviews, periodic refreshers for the Board on key strategic areas. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of a new director, through the induction process, he/ she is familiarized with the Company, director’s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company’s website at: www.enil.co.in at web link: http://www.enil.co.in/policies-code-of-conduct. php

9. Policy on directors’ appointment and remuneration

The Company’s Policy on the Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is titled as Nomination & Remuneration Policy, and is available on the Company’s website at: www.enil.co.in at http:// www.enil.co.in/policies-code-of-conduct.php and also appended as Annexure A to this Report.

10. Audit Committee

The Audit Committee of the Company presently consists of the following Directors as on the date of this Report:

- Mr. N. Kumar - Chairman (Independent NonExecutive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Richard Saldanha (Independent NonExecutive Director)

The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

11. Vigil Mechanism

The Company has a ‘Whistle Blower Policy’ / ‘Vigil Mechanism’ in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company’s commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Company’s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct. php

12. CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of ‘Corporate Social Responsibility Committee [CSR Committee]’ are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The CSR Committee of the Company presently consists of the following Directors as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Prashant Panday (Managing Director & CEO)

During the financial year under review, the Committee met four times, i.e. on May 23, 2017, August 2, 2017, November 1, 2017 and February 5, 2018.

Brief description of terms of reference of the Committee inter alia includes:

- To formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

- To approve CSR activities;

- To recommend to the Board the amount of expenditure to be incurred on the CSR activities;

- To monitor the CSR Policy of the Company from time to time;

- To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company;

- To carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/ regulatory authorities.

CSR Policy development and implementation:

The CSR Policy is available on the Company’s website at www.enil.co.in at http://www.enil.co.in/ policies-code-of-conduct.php

CSR Policy Statement and Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of the following Directors as on the date of this Report:

- Mr. N. Kumar - Chairman (Independent NonExecutive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Richard Saldanha (Independent NonExecutive Director)

- Mr. Vineet Jain (Non- Executive Director)

Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of the following Directors as on the date of this Report:

- Mr. Richard Saldanha - Chairman (Independent Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Prashant Panday (Managing Director & CEO)

Brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

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

16. Auditors

At the fifteenth AGM held on August 12, 2014, the Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as the Statutory Auditors of the Company to hold the office from the conclusion of the fifteenth AGM till the conclusion of the sixth consecutive AGM commencing from the AGM wherein such appointment was made. As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company. S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is appended as Annexure C to this Report.

The Secretarial Audit Report dated May 7, 2018 contains one qualification for not appointing a woman director as per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations during the financial year under review. The Company wishes to place on record that a woman director (Ms. Punita Lal-DIN: 03412604) was on the Board since March 28, 2016. She resigned from the Board with effect from November 15, 2017. As per the provisions of Section 149 of the Companies Act, 2013 read with the applicable rules thereto, any intermittent vacancy of a woman director shall be filled up by the Board at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy whichever is later.

The Board of Directors had identified Ms. Sukanya Kripalu (DIN: 06994202) for her induction as the Independent Non- Executive Director on the Board of the Company and had completed all the regulatory procedures including applying to the Ministry of Information & Broadcasting (‘MIB’) for their approval/ no objection on February 13, 2018. The Company had thus completed all the regulatory formalities for induction of woman director before the due date.

Post approval received from the MIB and based on the recommendation from the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Sukanya Kripalu as an Additional Director (Independent Non- Executive Director) for a term of five consecutive years commencing from May 23, 2018 to May 22, 2023, in terms of sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 (‘the Act’) (including any statutory modification(s) or re-enactment thereof for the time being in force), not liable to retire by rotation, subject to the approval of the Members.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2019. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs.4,75,000 (Rupees four lakhs seventy five thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2019.

Cost records are made and maintained in compliance with the provisions of Section 148 of the Companies Act, 2013. The Cost Audit Report for the financial year 2016-17 was filed on August 28, 2017. The Cost Audit Report for the financial year 2017-18 will be filed on/ before the due date.

19. Conservation of Energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However, the information, as applicable, is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

- The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution:

- Improved modular and power efficient Transmitters deployed at new frequencies and replaced at frequencies where the existing transmitters were beyond 15 years.

- Replaced Scheduling software and modified Sales software with fully integrated software solution on SAP to manage the sales to revenue cycle. This has improved sales and operational efficiency.

- We pioneered the synchronisation tool (ArcServe) in the Radio industry to help manage automatic networking of our smaller markets from the Hub for creative content.

- Imported technology (imported during last three years reckoned from the beginning of the financial year):

The Company has not imported any new technology in this financial year. Nevertheless, the Company has continued to use the latest equipment and software for its the business activities.

- The expenditure incurred on Research & Development (R & D):

The Company has not spent any amount towards research and development activities. The Company has been active in harnessing the latest technology available in the industry.

iii) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

20. Particulars of Employees

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

The Managing Director of the Company does not receive any remuneration or commission from the Company’s holding or subsidiary company.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company’s website at: www.enil.co.in

21. Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 of the Act is attached as Annexure Eto this Report in the Form MGT 9.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

- any equity shares with differential rights as to dividend, voting or otherwise;

- any shares to its employees under the Employees Stock Option Scheme;

- any sweat equity shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

The Company has adopted the Integrated Reporting on a voluntary basis. The information related to the Integrated Reporting forms part of the Management Discussion & Analysis and as a green initiative, Integrated Reporting has been hosted on the website of the Company (www.enil.co.in) at url: http://www.enil.co.in/ financiais-annuai-reports.php.

24. Business Responsibility Report

As per the Regulation 34 of the Listing Regulations, the Company has published a separate Business Responsibility Report (‘BRR’) for the financial year under review. BRR is in line with the key principles stated in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ framed by the Ministry of Corporate Affairs and is attached as Annexure F to this Report.

25. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

26. Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by The Institute of Company Secretaries of India.

27. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

a) i n the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable accounting standards have been followed and that there are no material departures from the same;

b) t hey 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 ended on March 31, 2018 and of the profit 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

28. Contracts and arrangements with related parties

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

Bennett, Coleman & Company Limited (‘BCCL’) is the holding company and a related party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Listing Regulations. As on date, BCCL holds 33918400 equity shares in the Company (i.e. 71.15% of the paid up capital of the Company).

Pursuant to the provisions of Section 188 of the Act, read with the Companies (Meeting of Board and its Powers) Rules, 2014, related party transactions beyond the prescribed threshold limit require prior approval of the company by a resolution. However, if the proposed transactions with the related parties are at arm’s length and in its ordinary course of business, the said approval of the company is not required. Further, in terms of Regulation 23 of the Listing Regulations, transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

In order to achieve efficiencies in Ad sales, business synergies, economics of scale and also to optimize costs, the Company and BCCL have entered into various contracts/ arrangements/ transactions relating to the transfer and / or availing of resources, services or obligations in the past and propose to continue with such contracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing

Regulations, on January 23, 2017, the Company sought the approval from the Members of the Company by way of Postal Ballot for the contracts/ arrangements/ transactions entered into and/ or to be entered into with Bennett, Coleman & Company Limited (‘BCCL’), the holding company, relating to the transfer and / or availing of resources, services or obligations for the Financial Year 2016-2017 and subsequent financial years exceeding ten percent but not exceeding twenty five percent of the annual consolidated turnover of the Company, as per the last audited financial statements of the Company relevant for the respective financial years.

Details of the Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered during the year by the Company, as required under Section 134(3) (h) of the Act (in the Form AOC 2) is attached as Annexure Gto this Report.

The Company’s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company’s website at: www.enil.co.in at http://www.enil.co.in/poiicies-code-of-conduct.php

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company’s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under the Regulation 43A of the Listing Regulations. The said Policy is appended as Annexure H to this Report and also uploaded on the Company’s website at www.enil. co.in.

30. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees or provided any securities under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2017-18 are provided in the financial statements. Please refer to the Note no. 8 and 11 to the standalone financial statements for details of investments made by the Company.

31. Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and the same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks.

Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

Securities and Exchange Board of India (‘SEBI’) has vide its Notification No. SEBI/LAD-NRO/ GN/2018/10 dated May 9, 2018 issued the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (‘the Amendment Regulations’) which brought amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’) to be effective from April 1, 2019, save as otherwise specifically provided for in the Amendment Regulations. In line with the Regulation 21 as amended vide Amendment Regulations, Risk Management Committee has been constituted.

The Risk Management Committee of the Company presently comprises of the following members as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Chairman)

- Mr. Prashant Panday (Managing Director & CEO)

- Mr. N. Subramanian (Group CFO)

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s Risk Management policies, systems and procedures. Internal Audit for the financial year under review has been carried out by KPMG, the independent Internal Auditors. Internal Audit covers all the radio stations at pan India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

32. Internal Financial Controls

The Company has adopted the 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 information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company’s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control system including internal financial controls.

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements are provided and form part of the Annual Report.

34. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company’s wholly owned subsidiary since 2007. ABSL recorded a total income of Rs.61.80 lakhs during the financial year 2017-18. Profit after Tax stood at Rs.48.10 lakhs for the financial year under review.

As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Company is attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiary.

The Company shall make available the financial statements and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection during business hours at the Registered Office and Corporate Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company’s website: www.enil. co.in

The Policy for determining material subsidiaries is available on the Company’s website: www.enil.co.in at http://www. enil. co. in/policies-code-of-conduct. php

35. Significant or material order

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

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. During the financial year under review, one complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company. After detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaint was appropriately dealt with during the financial year under review and appropriate action was taken.

37. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

Mumbai, May 23, 2018 (DIN: 00003962)

Registered Office:

Entertainment Network (India) Limited,

CIN: L92140MH1999PLC120516,

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai - 400 013.

www.enil.co.in

---

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the Eighteenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [‘the Company’/ ‘ENIL’/ ‘Radio Mirchi’] for the financial year ended March 31, 2017.

The financial statements for the year ended March 31, 2017 are the first the Company has prepared under Indian Accounting Standards (Ind AS). The financial statements for the year ended March 31, 2016 have been restated in accordance with Ind AS for comparative information.

The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP Reconciliations and descriptions of the effect of the transition have been summarized in Note 49 to the financial statements.

1. Financial Highlights

Rs. in lakhs

	Standalone		Consolidated
	Financial Year 2016-17	Financial Year 2015-16	Financial Year 2016-17	Financial Year 2015-16
Total Income	57,611.13	54,286.03	57,680.10	54,354.01
Profit before taxation	7,831.22	15,662.03	7,896.17	15,727.66
Tax expense	2,383.82	4,869.50	2,379.21	4875.41
Profit after taxation	5,447.40	10,792.53	5,516.96	10,852.25
Other comprehensive income net of tax	(48.76)	20.13	(48.76)	20.13
Total Comprehensive Income	5,398.64	10,812.66	5,468.20	10,872.38
Profit brought forward	57,022.53	46,783.62	57,225.19	46,926.56
Authorised Capital	12,000.00	12,000.00	12,000.00	12,000.00
Equity (issued, subscribed & paid up share capital)	4,767.04	4,767.04	4,767.04	4,767.04
Transfer to General Reserve	Nil	Nil	Nil	Nil
Adjustments due to change in rates of Depreciation	Nil	Nil	Nil	Nil
Proposed dividend (including dividend distribution tax)	573.75	573.75	573.75	573.75
Surplus carried to Balance Sheet	61,847.42	57,022.53	62,119.63	57,225.19

2. Financial Performance, Operations and state of the Company’s affairs

Your Company took advantage of the Batch-1 auctions under Phase-3 policy and grew its business strongly during FY17. Total income of the Company increased from Rs.54,286.03 lakhs during the previous year to Rs.57,611.13 lakhs during the year under review. Profit after tax was Rs.5,447.40 lakhs.

On a consolidated basis, total income of the Company increased from Rs.54,354.01 lakhs during the previous year to Rs.57,680.10 lakhs during the year under review. Profit after tax was Rs.5,516.96 lakhs.

The financial performance is discussed in more detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

The biggest event of FY17 was the Government of India’s DeMonetization initiative. The immediate impact of the program on the media industry was negative, and the impact was felt in both Q3 and Q4 of FY17. Your Company also took a hit in both quarters. However, because of its multiproduct strategy (products other than core radio), your Company was able to avoid any de-growth in revenues in the months of November 2016 to March 2017. While core radio de-grew marginally, the other businesses including Activations, Concerts, TV properties, Multi-media solutions and Digital together provided growth during this period.

Your Company has been adding new products to its sales portfolio every few years. Concerts is one such product. While concerts as a business was launched in a small way a few years back, it got a big thrust in FY17, with the business reporting 100% growth. Your Company regards concerts as a major growth area for the future.

In September 2015, your Company had executed a Business Transfer Agreement (‘BTA’) with TV Today Network Limited (‘TVTN’) to purchase TVTN’s four radio stations in Amritsar, Jodhpur, Patiala and Shimla. Your Company has now been operating these stations for more than one full year. It is extremely heartening to note that the four stations have reported a strong growth in revenues in FY17, resulting in an EBITDA margin of 20%. In H2 of FY16 (the first half of our acquisition), we had reported an EBITDA loss of 44.7%. This successful assimilation of the acquired stations gives us confidence in our ability to pursue more acquisition targets in the future.

In August 2016, the Company entered into an Advertising Sales Agreement (ASA) with TVTN in relation to TVTN’s remaining three radio stations at New Delhi, Mumbai and Kolkata. Pursuant to the ASA, TVTN has agreed to appoint ENIL as an agent of TVTN with effect from September 1, 2016 to facilitate the sale of TVTN’s airtime to third-parties who wish to advertise using TVTN’s airtime.

The Company participated in the 2^nd batch of Phase-3 auctions held between October 26, 2016 and December 14, 2016.

After this batch of auctions, the Company acquired licenses in 21 new cities. These are Bhavnagar, Jamnagar, Junagadh, Mehsana, Bharuch and Palanpur in Gujarat, Akola and Amravati in Maharashtra, Tiruchirapalli and Tirunelveli in Tamil Nadu, Rajahmundry in Andhra Pradesh, Warangal in Telengana, Durg/Bhilai and Raigarh in Chhatisgarh, Hubli/Dharwad and Mysuru in Karnataka, Ujjain in Madhya Pradesh, Jhansi in Uttar Pradesh, Asansol and Siliguri in West Bengal and the Union Territory of Puducherry. With these 21 cities, the core Mirchi brand will expand its footprint deeper into strategically important and fast growing cities and states. Its presence will increase from 43 to 64 cities in India. However, since your Company has decided to surrender the Goa license, the total number of cities will become 63.

The total value of bids made by ENIL is Rs.51.3 crores. These frequencies are expected to become operational towards the end of FY18.

The Scheme of Amalgamation and Arrangement (‘Scheme’) of Times Infotainment Media Limited [‘TIML’], the holding company of the Company with Bennett, Coleman & Company Limited (‘BCCL’), the holding Company of TIML was filed under the Companies Act, 1956. The Scheme was approved by the Hon’ble Bombay High Court vide Order dated July 3, 2015 (‘Order’). The Hon’ble Bombay High Court’s approval was however subject to the approval of the Ministry of Information & Broadcasting, Government of India (‘MIB’).

The MIB, vide its letter dated April 25, 2016 (received by the Company on April 26, 2016), accorded its approval to the change in ownership pattern of the Company under the Scheme. Consequently, TIML’s entire shareholding in the Company was transferred to BCCL, and BCCL is the sole promoter shareholder of the Company.

In January 2017; the Company issued Unsecured Commercial Papers (CPs). The amount raised through issuance of CPs was Rs.121.8 crores. The CPs have a tenor of 364 days and will mature in January 2018. The maturity value of CPs is Rs.130 crores. The effective yield of the CPs is 6.75% per annum. Proceeds from the CPs were used to finance the Company’s business needs.

In March 2017; the Company fully repaid the Unsecured Commercial Papers (CPs) with maturity value of Rs.270 crores issued to BNP Paribas in March 2016.

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

3. Transfer to reserves

The Company does not propose to transfer any amount to General Reserve out of the amount available for appropriations.

4. Dividend

Your Directors are pleased to recommend a dividend @10% i.e. Rs.1.00 (Rupee one only) per equity share of Rs.10/- each for the financial year ended March 31, 2017, aggregating Rs.573.75 lakhs including dividend distribution tax of Rs.97.05 lakhs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on August 23, 2017 in the list of the Beneficial owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on August 23, 2017 after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

5. Deposits from public

The Company has not accepted any deposits from public and therefore the details relating the deposits covered under Chapter V of the Companies Act, 2013 are not required to be furnished.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or reenactment thereof for the time being in force (‘the Act’), Mr. Prashant Panday (DIN: 02747925) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

Mr. B. S. Nagesh (DIN: 00027595) resigned from the Board of Directors of the Company effective from the close of the business hours on November 8, 2016 due to personal commitments and other pre-occupations. The Board of Directors places on record their appreciation for the valuable contributions made by Mr. Nagesh.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations’] and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

Brief resume of the director proposed to be reappointed, relevant information including nature of his expertise in specific functional areas, qualifications, terms of appointment, details of remuneration, names of the companies in which he holds directorships and the memberships/ chairmanships of Committees of the Board, his shareholding in the Company, etc., as stipulated under the Listing Regulations and Secretarial Standards has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as the Key Managerial Personnel (KMP):

- Mr. Prashant Panday: Managing Director & CEO

- Mr. N. Subramanian: Group CFO

- Mr. Mehul Shah: SVP Compliance & Company Secretary

7. Board Evaluation

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria including the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed with the relevant Committees and collectively by the Board as a whole. Feedback was also sought on the contributions of individual directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of a new director, through the induction process, he/ she is familiarized with the Company, director’s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company’s website at: www.enil.co.in at web link: http//www. enil. co. in/policies-code-of-conduct.php

9. Policy on directors’ appointment and remuneration

The Company’s Policy on the Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is titled as Nomination & Remuneration Policy and appended as Annexure A to this Report.

10. Audit Committee

The Audit Committee of the Company presently comprises of the following Directors as on the date of this Report:

- Mr. N. Kumar - Chairman (Independent Non Executive Director)

- Mr. Ravindra Kulkarni (Independent Non Executive Director)

- Mr. Richard Saldanha (Independent Non Executive Director)

The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

11. Vigil Mechanism

The Company has a ‘Whistle Blower Policy’ / ‘Vigil Mechanism’ in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company’s commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel has been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Company’s website at: www.enil.co.in at http://www. enil. co. in/policies-code-of-conduct.php

12. CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of ‘Corporate Social Responsibility Committee [CSR Committee]’ are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The CSR Committee of the Company presently comprises of the following Directors as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent Non Executive Director)

- Mr. Prashant Panday (Managing Director & CEO)

Mr. B. S. Nagesh - member of the Committee resigned effective from the close of the business hours on November 8, 2016.

During the financial year under review, the Committee met four times, i.e. on May 19, 2016; August 2, 2016; November 8, 2016 and February 13, 2017.

Brief description of terms of reference of the Committee inter alia includes:

- To formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

- To approve CSR activities;

- To recommend to the Board the amount of expenditure to be incurred on the CSR activities;

- To monitor the CSR Policy of the Company from time to time;

- To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company;

- To carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/regulatory authorities.

CSR Policy development and implementation:

The CSR Policy is available on the Company’s website at www.enil.co.inhttp://www.enil.co.in/ policies-code-of-conduct.php

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of the following Directors as on the date of this Report:

- Mr. N. Kumar - Chairman (Independent Non Executive Director)

- Mr. Ravindra Kulkarni (Independent Non Executive Director)

- Mr. Richard Saldanha (Independent Non Executive Director)

- Mr. Vineet Jain (Non- Executive Director)

Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of the following Directors as on the date of this Report:

- Mr. Richard Saldanha - Chairman (Independent Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent Non Executive Director)

- Mr. Prashant Panday (Managing Director & CEO)

Brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

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

16. Auditors

At the fifteenth AGM held on August 12, 2014, the Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as the statutory auditors of the Company to hold the office from the conclusion of the fifteenth AGM till the conclusion of the sixth consecutive AGM commencing from the AGM wherein such appointment was made. As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company.

S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is appended as Annexure C to this Report.

The Secretarial Audit Report dated May 4, 2017 does not contain any qualification or adverse remark or observation.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number-00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2018. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs.4,50,000 (Rupees four lakhs fifty thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2018.

The Cost Audit Report for the financial year 201516 was filed on August 29, 2016. The Cost Audit Report for the financial year 2016-17 will be filed on/ before the due date.

19. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However the information, as applicable, is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

- The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution:

- A lot of new features were added to the Customer Relationship Management (CRM) solution to improve sales efficiency and bring in greater control.

- ENIL has adopted efficient use of software and networking facilities to re-use content efficiently and ensure good return on investments.

- Imported technology (imported during last three years reckoned from the beginning of the financial year): Nil

- The expenditure incurred on Research & Development (R & D): Foray in the Digital Space:

Mirchi continues to grow its online radio reach. We now stream 19 online radio stations in partnership with Gaana and the listenership across our online stations has grown to over 3 million listeners a month. We added 5 new stations this year - Mirchi Top 20, International Hitz, Rabindra Sangeet, Mirchi Mehfil and Campus Radio. One key development for the online radio streaming business has been the launch of a radio station sponsored by a Brand - Campus Radio. This sponsorship model offers a better monetization opportunity than a traditional audio/ banner advertisement model.

Radio Mirchi’s digital presence extends beyond online radio to social media and website, and it has the biggest digital footprint compared to all other competitors. We streamed almost 200 million video views on our YouTube channels in FY2017. Radio Mirchi has the biggest social media presence with a fan base of over 4.3 million across Facebook, and 3.3 lakhs across Twitter. The website continues to be the #1 radio website in India.

Our digital innovations got a lot of recognition this year - we won a Gold and Silver at the DIGIXX digital awards for innovation in digital marketing and user interface design; and Campus Radio got shortlisted at Abby Awards for marketing innovation.

20. Particulars of Employees

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

The Managing Director of the Company does not receive any remuneration or commission from the Company’s holding or subsidiary company.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered Office and Corporate Office of the Company during working hours for a period of 21 days before the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company’s website at: www.enil.co.in

21. Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 of the Act is attached as Annexure Eto this Report in the Form MGT 9.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

- any equity shares with differential rights as to dividend, voting or otherwise;

- any shares to its employees under the Employees Stock Option Scheme;

- any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

24. Business Responsibility Report

As per the amendment in the Regulation 34 of the Listing Regulations notified on December 22, 2015, mandatory reporting of Business Responsibility Report in the Annual Report is now applicable to the top five hundred listed entities based on market capitalization (earlier the mandatory reporting applied only to the top hundred listed entities based on market capitalization). Accordingly, the Company has published a separate Business Responsibility Report (‘BRR’) for the financial year under review as stipulated under Regulation 34 of the Listing Regulations. BRR is in line with the key principles stated in the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ framed by the Ministry of Corporate Affairs and is attached as Annexure F to this Report.

25. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

26. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2017, the applicable accounting standards have been followed and that there are no material departures from the same;

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 ended on March 31, 2017 and of the profit 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

27. Contracts and arrangements with related parties

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

Bennett, Coleman & Company Limited (‘BCCL’) is the holding company and a related party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Listing Regulations. As on date, BCCL holds 33918400 equity shares in the Company (i.e. 71.15% of the paid up capital of the Company).

Pursuant to the provisions of Section 188 of the Act, read with the Companies (Meeting of Board and its Powers) Rules, 2014, related party transactions beyond the prescribed threshold limit require prior approval of the company by a resolution. However, if the proposed transactions with the related parties are at arm’s length and in its ordinary course of business, the said approval of the company is not required. Further, in terms of Regulation 23 of the Listing Regulations, transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

In order to achieve efficiencies in Ad sales, business synergies, economics of scale and also to optimize costs, the Company and BCCL have entered into various contracts/ arrangements/ transactions relating to the transfer and / or availing of resources, services or obligations in the past and propose to continue with such contracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing Regulations, during the financial year under review, the Company sought the approval from the Members of the Company by way of Postal Ballot for the contracts/ arrangements/ transactions entered into and/ or to be entered into with Bennett, Coleman & Company Limited (‘BCCL’), the holding company, relating to the transfer and / or availing of resources, services or obligations for the Financial Year 2016-2017 and subsequent financial years exceeding ten percent but not exceeding twenty five percent of the annual consolidated turnover of the Company, as per the last audited financial statements of the Company relevant for the respective financial years.

Details of the Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered during the year by the Company, as required under Section 134(3) (h) of the Act (in the Form AOC 2) is attached as Annexure Gto this Report.

The Company’s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company’s website at: www.enil.coi at http://www.enil.co.in/poiicies-code-of-conduct.php

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company’s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

28. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under the Regulation 43A of the Listing Regulations. The said Policy is appended as Annexure H to this Report and also uploaded on the Company’s website at www.enil.co.in.

29. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees or provided any securities under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2016-17 are provided in the financial statements. Please refer to the Note no. 7 and 11 to the standalone financial statements for details of investments made by the Company.

30. Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and the same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks.

Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s Risk Management policies, systems and procedures. Internal Audit is carried out by KPMG - the independent Internal Auditors. Internal Audit covers all the radio stations at pan India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

31. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Company’s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control system including internal financial controls.

32. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements are provided and form part of the Annual Report.

33. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company’s wholly owned subsidiary since 2007. ABSL recorded a total income of Rs.68.98 lakhs during the financial year 2016-17. Profit after Tax stood at Rs.69.55 lakhs for the financial year under review.

As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Company are attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiary.

The Company shall make available the financial statements and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time and same is also available on the website: www.enH.co.in. These documents will also be available for inspection during business hours at the Registered Office and Corporate Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company’s website: www.enil.co.in

The Policy for determining material subsidiaries is available on the Company’s website: www.enil.coi at http://www.enH.co.in/policies-code-of-conduct.php

34. Significant or material order

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

35. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. During the financial year under review, no complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company.

36. Acknowledgments

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

(DIN: 00003962)

Pune, May 23, 2017

Registered Office:

Entertainment Network (India) Limited,

CIN: L92140MH1999PLC120516,

4^th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai - 400 013.

www.enil.co.in

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Seventeenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [''the Company''/ ''ENIL7 ''Radio Mirchi''] for the financial year ended March 31, 2016.

1 Financial Highlights

Amount in Rs.

Standalone Consolidated

Financial Year Financial Year Financial Year Financial Year 2015-16 2014-15 2015-16 2014-15

Total Income 5,337,176,003 4,706,548,014 5,337,314,234 4,707,588,061

Profit before taxation 1,481,637,875 1,446,093,211 1,481,550,729 1,446,144,866

Tax expense 481,626,202 386,372,615 481,664,185 386,374,869

Profit after taxation 1,000,011,273 1,059,720,596 999,886,544 1,059,769,997

Profit brought forward 4,383,854,432 3,439,832,942 4,384,869,145 3,440,798,255

Authorised Capital 1,200,000,000 1,200,000,000 1,200,000,000 1,200,000,000

Equity (issued, subscribed & paid up 476,704,150 476,704,150 476,704,150 476,704,150 share capital)

Transfer to General Reserve Nil Nil Nil Nil

Adjustments due to change in rates of Nil 58,324,116 Nil 58,324,117 Depreciation

Proposed dividend (including dividend 57,374,990 57,374,990 57,374,990 57,374,990 distribution tax)

Surplus carried to Balance Sheet 5,326,490,715 4,383,854,432 5,327,380,699 4,384,869,145

2 Financial Performance, Operations and state of the Company''s affairs

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs.4,706,548,014 during the previous year to Rs.5,337,176,003 during the year under review. Profit after tax was Rs.1,000,011,273.

On a consolidated basis, total income of the Company increased from Rs.4,707,588,061 during the previous year toRs.5,337,314,234 during the year under review. Profit after tax was Rs.999,886,544.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

In July, 2015, the Company had received the approval from the Ministry of Information & Broadcasting (MIB) to purchase TVTN''s four radio stations i.e. radio business in Amritsar, Jodhpur, Patiala and Shimla. The said purchase was subject to fulfillment of conditions specified by the MIB, execution of relevant documents with TVTN and completion of all other relevant formalities.

In September, 2015, the Company had executed a Business Transfer Agreement (''BTA) with TVTN to purchase the aforementioned radio business on the terms and conditions stipulated in the BTA. The purchase consideration was Rupees Four Crores subject to closing net working capital adjustments as defined more specifically in the BTA and also payment of migration fees to MIB for migration of the aforesaid four stations from Phase II to Phase III.

The Company participated in the 1st batch of Phase - 3 auctions and has expanded its network substantially.

In the bidding, the Company focused on building a strong "2nd frequency" network in the biggest Al- and A category towns. EN IL has won a 2nd frequency in Bengaluru, Hyderabad, Ahmedabad, Pune, Kanpur, Lucknow, Jaipur, Nagpur and Surat. In addition to acquiring a second channel in the major cities, the Company also bid and won important cities that the Company was not already present in. These are Chandigarh (and along with Amritsar and Patiala acquired from TV Today, this has made the Company''s North footprint strong), Guwahati

(the gate-way to the North East), ShiLLong (a buzzing border town), Kochi and Kozhikode (which, along with the Company''s existing Trivandrum, are the three biggest cities in Kerala) and Jammu and Srinagar (important border towns). With these seven cities, the core Mirchi brand will now be available in 43 cities (32 from Phase-2 4 acquired from TV Today these 7).

The Company commenced broadcast from its radio stations at Guwahati, Kochi and Bengaluru (acquired under Phase 3 auctions) as on the date of this report.

In March 2016, the Company issued Unsecured Commercial Papers (CPs) to BNP Paribas. The amount raised through issuance of CPs was Rs.249.43 crores. The CPs have a tenor of one year and will mature on March 17, 2017. The maturity value of CPs is Rs.270 crores. The effective yield of the CPs is 8.25% per annum. The proceeds from the CPs were used to fully repay the outstanding bank loans.

The Scheme of Amalgamation and Arrangement (''Scheme'') of Times Infotainment Media Limited [TIML], the holding company of the Company with Bennett, Coleman & Company Limited (''BCCL), the holding Company of TIML was filed under the Companies Act, 1956. The Scheme was approved by the Hon''ble Bombay High Court vide Order dated July 3, 2015 (''Order''). The Hon''ble Bombay High Court''s approval was however subject to the approval of the Ministry of Information & Broadcasting, Government of India (''MIB'').

The MIB, vide its letter dated April 25,2016 (received by the Company on April 26, 2016), accorded its approval to the change in ownership pattern of the Company under the Scheme. Consequently, TIML''s entire shareholding in the Company transferred to BCCL, and BCCL is the sole promoter shareholder of the Company.

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

3 Dividend

Your Directors are pleased to recommend a dividend of ?1.00 (Rupee one only) per equity share of Rs.10/- each for the financial year ended March 31, 2016, aggregating Rs.573.75 lacs including dividend distribution tax of Rs.97.05 lacs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on July 27, 2016 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on July 27, 2016, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4 Deposits from public

The Company has not accepted any deposits from public and therefore the details relating the deposits covered underChapterVof the Companies Act, 2013 are not required to be furnished.

5 Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re- enactment thereof for the time being in force (''the Act''), Mr. Vineet Jain (DIN: 00003962) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

The Members of the Company have approved the appointment of Ms. Punita Lai (DIN: 03412604) as the Independent Non-executive Director of the Company through postal ballot voting process. Her appointment as the Independent Non-executive Director is for a term of five consecutive years commencing from March 28, 2016.

On the basis of the approval and recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, on May 19, 2016, unanimously approved the reappointment of Mr. Prashant Panday (DIN: 02747925) as the Managing Director & Chief Executive Officer (''MD & CEO'') pursuant to the provisions of sections 152, 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and all applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as ''the Act''), for a period of 5 (five) years commencing from July 1, 2016 and ending on June 30, 2021. The aforesaid reappointment is on a continuation basis, without any interruption/ break in the service and is subject to the approvals, consents, permissions, sanctions and the like of the Members of the Company and all other concerned statutory and other authorities, if and to the extent applicable and required. His term of office shall be liable to retire by rotation. Terms, conditions of his reappointment including remuneration and all other relevant details have been furnished in the Notice convening this AGM.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [''Listing Regulations''] and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

Brief resume of the directors proposed to be reappointed, relevant information including nature of their expertise in specific functional areas, qualifications, terms of appointment, details of remuneration, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board, their shareholding in the Company, etc., as stipulated under the Listing Regulations and Secretarial Standards have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

None of the Directors are related with each other or key managerial personnel [inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as Key Managerial Personnel (KMP):

- Mr. Prashant Panday: Managing Director & CEO

- Mr. N. Subramanian: Group CFO

- Mr. Mehul Shah: SVP Compliance & Company Secretary

6 Board Evaluation

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed with the relevant Committees and collectively by the Board as a whole. Feedback was also sought on the contributions of individual directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non-independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

7 Board Familiarization Program

At the time of appointment of new director, through the induction process, he/ she is familiarized with the Company, director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company''s website at: www.enil.co.in at web link: http://www.enil.co.in/policies-code-of-conduct.php

8 Policy on directors'' appointment and remuneration

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is annexed to this Report at the Nomination & Remuneration Policy and appended as Annexure A to this Report.

9 Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. B. S. Nagesh. The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

10 Vigil Mechanism

The Company has a ''Whistle Blower Policy'' / ''Vigil Mechanism'' in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair deal to all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel has been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/Vigil Mechanism is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

11 CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of ''Corporate Social Responsibility Committee [CSR Committee]'' are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The Committee comprises of the following Directors as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Director)

- Mr. B. S. Nagesh (Independent Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent Non- Executive Director)

- Mr. Prashant Panday (Managing Director & CEO)

During the financial year under review, the Committee met four times, i.e. on May 19, 2015; August A, 2015; October 26, 2015; and February 8, 2016.

Brief description of terms of reference of the Committee inter alia includes to:

- formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013

- approve CSR activities

- recommend to the Board the amount of expenditure to be incurred on the CSR activities

- monitor the CSR Policy of the Company from time to time

- institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company

- carry out any other functions as authorized by the Board of Directors from time to time or as enforced by statutory/ regulatory authorities

CSR Policy development and implementation:

The CSR Policy is available on the Company''s website at www.enil.co.in http://www.enil.co.in/ policies-code-of-conduct.php

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

12 Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. Vineet Jain. Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

13 Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of Mr. Richard Saldanha (Chairman), Mr. Ravindra Kulkarni and Mr. Prashant Panday. Brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

14 Audit Report

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

15 Auditors

At the 15th AGM held on August 12, 20U, the Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as the statutory auditors of the Company to hold the office from the conclusion of the 15th AGM till the conclusion of the sixth consecutive AGM (with the meeting wherein such appointment has been made being counted as the first meeting). As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company.

S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

16 Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is appended as Annexure C to this Report.

The Secretarial Audit Report dated May 19, 2016 contains one qualification for not appointing a woman director as per the provisions of Section 149 of the Companies Act, 2013 during the financial year under review. The Company wishes to place on record that a woman director (Ms. Vibha Paul Rishi) was on the Board since August 2012. As per the relevant regulatory policy applicable to the Company, she resigned from the Board effective from March 5, 2015. As per the provisions of section 149 of the Companies Act, 2013 read with the applicable rules thereto, any intermittent vacancy of a woman director shall be filled- up by the Board at the earliest but not later than the immediate next Board meeting or three months from the date of such vacancy whichever is later.

The Board of Directors, at their meeting held on May 19, 2015, had proposed the appointment of Ms. Punita Lai (DIN: 03412604) as an Independent Director of the Company. The Company, in compliance with the applicable regulatory requirements requiring it to obtain prior permission of the Ministry of Information & Broadcasting (''MIB'') for any appointment of director to its Board of Directors, duly applied to the MIB on June 1, 2015. MIB, vide its letter dated February 5, 2016, conveyed its approval for Ms. Lai''s appointment as a Director. Members of the Company have approved the appointment of Ms. Punita Lai (DIN: 03412604) as the Independent Non-executive Director of the Company through postal ballot voting process. Her appointment as the Independent Non-executive Director is for a term of five consecutive years commencing from March 28, 2016. With effect from March 28, 2016, the Company is in compliance with the requirements of the Companies Act, 2013 and Listing Regulations relating to the composition of the Board of Directors.

17 Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2017. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs.4,50,000 (Rupees four lacs fifty thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2017.

The Cost Audit Report for the financial year 2014- 15 was filed on September 24, 2015. The Cost Audit Report for the financial year 2015-16 will be filed on/ before the due date.

18 Conservation of energy, Technology absorption ^^and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However the information, as applicable, is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

- The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution:

The Customer Relationship Management (CRM) solutions has seen high level of adoption. And with this headway, the natural progression for ENIL is to get to Mobility and Analytics. We are in the process of rolling out CRM on mobile and also build reporting and analytical tools to improve business opportunities.

We have rolled out Digital Content Repository system to manage the programming content. This helps in archival, meta tag and easy search of content at any given point of time. We look forward to reaping the benefits during the ensuing years.

As part of the expansion of Mirchi under Phase 111, we have taken care to adopt the best of technology at optimum pricing, to ensure good return on investments.

- Imported technology (imported during last three years reckoned from the beginning of the financial year): Nil

- The expenditure incurred on Research & Development (R & D): Foray in the

Digital Space:

We have strengthened our presence and now stream 14 radio stations with many more in the pipeline. We have launched regional online radio stations too - in Tamil, Telugu, Punjabi to diversify our appeal. Our partnership with Gaana is helping us get a world class technology and marketing infrastructure to reach our online consumers. We have plans for strengthening our online presence through a refresh of our website and development of new apps. We now stream more than 8Mn video views a month on our YouTube channel.

iii) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Amount in Rs.

Financial Year Financial Year 2015-2016 2014-2015

Foreign exchange 56,684,997 47,964,561 earnings

Foreign exchange 64,831,617 4,145,846 outgo

19 Particulars of Employees

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

The Managing Director of the Company does not receive any remuneration or commission from holding Company or any of its subsidiaries.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered Office and Corporate Office of the Company during working hours for a period of 21 days before the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company''s website at: www.enil.co.in

20 Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 of the Act is attached as Annexure E to this Report in the Form MGT 9.

21 Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

- any equity shares with differential rights as to dividend, voting or otherwise;

- any shares to its employees under the Employees Stock Option Scheme;

- any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with NSE and BSE.

22 Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

23 Business Responsibility Report

As per the amendment in the Regulation 34 of the Listing Regulations notified on December 22, 2015, the requirement of mandatory reporting of Business Responsibility Report in the Annual Report has been raised from top hundred to top five hundred listed entities based on market capitalization and said notification is applicable effective from April 1, 2016 and should form part of the Annual Report for the financial year 2016-17 onwards. Asa matter of proactive corporate governance compliance, the Company has voluntarily published a separate Business Responsibility Report (''BRR'') for the financial year under review as stipulated under Regulation 34 of the Listing Regulations. BRR is in line with the key principles stated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' framed by the Ministry of Corporate Affairs.

As a green initiative, the BRR is made available on your Company''s website, www.enil.co.in. The BRR shall be kept open for inspection at the Registered Office and Corporate Office of the Company. Any member interested in obtaining a hard copy of the BRR may write to the Company Secretary.

24 corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

25 Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2016, the applicable accounting standards have been followed and that there are no material departures from the same;

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 ended on March 31, 2016 and of the profit 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

26 Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the financial year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on materiality of related party transactions. Since no Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in the Form AOC 2 is not applicable.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies- code-of-conduct.php

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company''s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

27 Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2015-16 are provided in the financial statements. Please refer to the Note no. 12 to the standalone financial statements for details of investments made by the Company.

28 Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and the same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategy risk, operational risk, financial risk, regulatory risk, human resource risk, technological risk.

Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s Risk Management policies, systems and procedures. Internal Audit function is entrusted to KPMG- the independent Internal Auditors. Internal Audit covers all the radio stations at pan India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

29 Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

30 Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements are provided and forms part of the Annual Report.

31 Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''swholly owned subsidiary since 2007. ABSL recorded a total income of Rs.138,231 during the financial year 2015-16. Loss after Tax stood at? 134,671 for the financial year under review.

As per Section 129 of the Companies Act, 2013, separate statement containing the salient features of the financial statements of the Subsidiary Company are attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture.

The Company shall make available the financial statements and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection during business hours at the Registered Office and Corporate Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company''s website: www.enil.co.in

The Policy for determining material subsidiaries is available on the Company''s website: www.enil.co.in at http://www.enil.co.in/policies- code-of-conduct.php

32 Significant or material order

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

33 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. During the financial year under review, four complaints pertaining to sexual harassment were reported to the Internal Complaints Committee of the Company. After detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaints were appropriately dealt with during the financial year under review and appropriate action was taken.

34 Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

(DIN:00003962)

Mumbai, May 19, 2016

Registered Office:

Entertainment Network (India) Limited,

CIN: L92U0MH1999PLC120516,

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai -400 013.

www.enil.co.in

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the audited financial statements of Entertainment Network (India) Limited [''the Company''/ ''ENIL/ ''Radio Mirchi''] for the financial year ended March 31,2015.

1. Financial Highlights

Amount in Rs.

Standalone

inancial Year Financial Year 2014-15 2013-2014

Income 4,706,548,014 4,071,657,231

Profit before tax & exceptional item 1,446,093,211 1,154,952,773

Tax expense 386,372,615 320,463,042

Profit after tax 1,059,720,596 834,489,731

Profit brought forward 3,439,832,942 2,661,115,213

Authorised Capital 1,200,000,000 1,200,000,000

Equity (issued, subscribed & paid up share capital) 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Adjustments due to change in 58,324,116 Nil rates of Depreciation

Proposed dividend (including 57,374,990 55,772,002 dividend distribution tax)

Surplus carried to Balance 4,383,854,432 3,439,832,942 Sheet



Consolidated

Financial Year Financial Year 2014-15 2013-2014

Income 4,707,588,061 4,073,943,624

Profit before tax & exceptional item 1,446,144,866 1,156,150,044

Tax expense 386,374,869 319,947,119

Profit after tax 1,059,769,997 836,202,925

Profit brought forward 3,440,798,255 2,660,367,332

Authorised Capital 1,200,000,000 1,200,000,000

Equity (issued, subscribed & paid up share capital) 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Adjustments due to change in 58,324,117 Nil rates of Depreciation

Proposed dividend (including 57,374,990 55,772,002 dividend distribution tax)

Surplus carried to Balance 4,384,869,145 3,440,798,255 Sheet

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs. 4,071,657,231 during the previous year to Rs. 4,706,548,014 during the year under review. Profit after tax was higher at Rs. 1,059,720,596.

On a consolidated basis, total income of the Company increased from Rs. 4,073,943,624 during the previous year to Rs. 4,707,588,061 during the year under review. Profit after tax was higher at Rs. 1,059,769,997.

The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.00 (Rupee one only) per equity share of Rs. 10/- each for the financial year ended March 31,2015, aggregating Rs. 573.75 lacs including dividend distribution tax of Rs. 97.05 lacs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

* whose names appear as beneficial owners as at the end of the business hours on September 7, 2015 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

* whose names appear as Members in the Register of Members of the Company as on September 7, 2015, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. Operations and state of the Company''s affairs

Your Company''s financial results are because of strong underlying reasons. Listenership has remained strong, with the latest IRS placing your Company again right at the top. Listenership in the top 8 metros is the most crucial, given the weight of these markets in revenues, and your Company has continued to show strong leads in these cities. Your Company has also spent on several marketing campaigns during the year, supporting new programming initiatives, like the launch of a new "breaking music" show in Mumbai, re-launch of Mumbai''s favorite morning show "Mumbai ki Awaaz- Jeeturaaj", the launch of Delhi''s morning show with "Recharge Rohit", supporting the massively popular "Mirchi Murga" and launching the morning show "Hi Bengaluru" in Bengaluru.

The strong leadership in listenership is a result of your Company''s ability to hire and retain superior quality talent. That remains a strength of your Company, a strength that emerges partly from the parent company, Bennett Coleman & Company Limited, and partly from its own unique culture of "fun @ ENIL".

Your Company made an important stride this year. It entered the elite list of companies which report more than Rs. 100 crores in PAT. With more growth coming its way in the form of Phase-3 auctions and expansion, your Company''s cash position of over Rs. 550 crores will stand it in good stead.

The Company had entered into a non-binding memorandum of understanding with TV Today Network Limited (TVTN) for purchase of seven radio stations from TVTN. The purchase was subject to fulfillment of contractual obligations (which may be agreed between the parties) and receipt of all necessary regulatory approvals including permissions from the Ministry of Information and Broadcasting (MIB), Government of India.

The MIB has declined its approval on the grounds that the proposed sale by TVTN and proposed purchase by the Company is not in conformity with the FM Radio Guidelines. However, both the Company and TVTN have decided to appeal against the MIB decision.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.

5. Deposits from public

The Company has not accepted any deposits from public and therefore the details relating the deposits covered under Chapter V of the Companies Act, 2013 are not required to be furnished.

6. Directors and Key Managerial Personnel

On April 3, 2015; through a Postal Ballot voting process, the Members of the Company accorded their approval to partially modify the terms of appointment of Mr. Prashant Panday - Managing Director & Chief Executive Officer (DIN: 02747925). Pursuant to the aforesaid modification approved by the Members, Mr. Panday shall be liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re-enactment thereof for the time being in force (''the Act''), Mr. Prashant Panday retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

During the financial year under review, Mr. A. P. Parigi (DIN: 00087586) and Mr. Ravindra Dhariwal (DIN: 00003922) resigned from the Board of Directors of the Company due to other pre-occupations. Ms. Vibha Paul Rishi (DIN: 05180796) resigned from the Board of Directors of the Company as per the relevant regulatory policy applicable to the Company. The Board of Directors places on record their appreciation for the valuable contributions made by Mr. Parigi, Mr. Dhariwal and Ms. Vibha Paul Rishi to the Company.

The Board of Directors proposed to appoint Ms. Punita Lal (DIN: 03412604) as the Independent Director on the Board of the Company. The Company has completed all the regulatory procedures for appointment of Ms. Punita Lal. Her appointment will be subject to the approval/ no objection from the Ministry of Information & Broadcasting (MIB). The approval/ no objection from the MIB is expected in due course.

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and Clause 49 of the Listing Agreement and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Clause 49 of the Listing Agreement and that they are independent of the management.

Brief resume of the director proposed to be reappointed, relevant information, nature of his expertise in specific functional areas, names of the companies in which he holds directorships and the memberships/ chairmanships of Committees of the Board and his shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement, have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

During the financial year under review, following persons were designated as Key Managerial Personnel (KMP):

* Mr. Prashant Panday: Managing Director & CEO

* Mr. N. Subramanian: Group CFO

* Mr. Mehul Shah: SVP Compliance & Company Secretary

7. Board Evaluation

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

The Board and its Committees evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed with the relevant Committees and collectively by the Board as a whole. Feedback was also sought on the contributions of individual directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non- Independent Directors and the Board as a whole in respect of the financial year under review.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the listing agreement. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of new director, through the induction process, he/ she is familiarized with the Company, director''s roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Company''s website at: www.enil.co.in at web link: http://www.enil. co.in/policies-code-of-conduct.php

9. Policy on directors'' appointment and remuneration

The Company''s Policy on the Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is annexed to this Report at the Nomination & Remuneration Policy and appended as Annexure A to this Report.

10. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. B. S. Nagesh. The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Major terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

11. Vigil Mechanism

The Company has a ''Whistle Blower Policy'' / ''Vigil Mechanism'' in place. The Objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company''s commitment to the highest possible standards of ethical, moral and legal business conduct and fair deal to all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel has been denied access to the Audit Committee. The Policy contains the provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

12. CSR Committee

Major terms of reference and other relevant details of the Corporate Social Responsibility (CSR) Committee and CSR Policy have been furnished in the Report on Corporate Governance. The CSR Policy is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni, Mr. Richard Saldanha and Mr. Vineet Jain Major terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of Mr. Richard Saldanha (Chairman), Mr. Ravindra Kulkarni and Mr. Prashant Panday. Major terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

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

16. Auditors

At the 15th AGM held on August 12, 2014, the Members had approved the appointment of S. R. Batliboi & Associates LLP, Chartered Accountants (registration number- 101049W) as the statutory auditors of the Company to hold the office from the conclusion of the 15th AGM till the conclusion of the sixth consecutive AGM (with the meeting wherein such appointment has been made being counted as the first meeting). As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of S. R. Batliboi & Associates LLP Chartered Accountants, as the statutory auditors of the Company is placed for ratification by the members of the Company.

S. R. Batliboi & Associates LLP have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules thereto.

Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

17. Secretarial Auditor

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P No: 2285), to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is appended as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. Cost Auditor

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s R. Nanabhoy & Co., Cost Accountants (Firm registration number-00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31,2016. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be Rs. 4,50,000 (Rupees four lacs fifty thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31,2016.

The Cost Audit Report for the financial year 2013- 14 was filed on September 27, 2014. The Cost Audit Report for the financial year 2014-15 will be filed on/ before the due date.

19. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However the information, as applicable, is given hereunder:

i) Conservation of energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

ii) Technology absorption:

* The efforts made towards technology absorption:

In our efforts to use technology to augment business, productivity and performance, we are in the process of rolling out Customer Relationship Management (CRM) solutions for all business segments. Many internet radio stations have been rolled out during the current year. We are also in the process of rolling out a Digital content Repository system to manage the programming content that we have created all these years and would create in the future. To improve collaboration, Radio Mirchi Employees have been migrated to Office 365.

* The benefits derived like product improvement, cost reduction, product development or import substitution:

Benefits are in the nature of increased productivity through easy search of content, price & revenue optimization through factor based dynamic pricing & cost reduction through improved productivity and better processes.

* Imported technology (imported during last three years reckoned from the beginning of the financial year): Nil

* The expenditure incurred on Research & Development (R & D): Foray in the Digital Space:

The Company is adequately prepared to adapt to the new technologies that are transforming media business. We currently have 10 online radio stations. And additional 3 online radio stations are expected to be launched by end of September 2016. We are working closely with tech partners to create mobile-content solutions for brands, which is already giving us a steady business too. We have launched our first app ''Mirchi Murga'' on the Apple and Android stores. The ''Mirchi Murga'' app has already been downloaded 1.3 lacs times, and generates 2 million screen views already, and is highly rated. We continue to create new digital friendly content, and get over 3 million views a month from our videos on Youtube. We are developing new video facilities to innovate more on video content.

iii) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Amount in Rs.

Financial Year Financial Year 2014-2015 2013-2014

Foreign exchange 47,964,561 43,398,508 earnings

Foreign exchange 4,145,846 7,578,466 outgo

20. Particulars of Employees

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

The Managing Director of the Company does not receive any remuneration or commission from holding Company or any of its subsidiaries.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection at the Registered Office and Corporate Office of the Company during working hours for a period of 21 days before the date of AGM. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Company''s website at: www.enil.co.in

21. Extract of Annual Return

Extract of Annual Return of the Company as required under Section 92 of the Act, is attached as Annexure E to this Report in the Form MGT 9.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

* any equity shares with differential rights as to dividend, voting or otherwise;

* any shares to its employees under the Employees Stock Option Scheme;

* any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement is set out in a separate section forming part of this Report.

24. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

25. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2015, the applicable accounting standards have been followed and that there are no material departures from the same;

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 ended on March 31,2015 and of the profit 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 for the Company and such internal financial controls are adequate and operating effectively; and

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

26. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm''s length basis. During the financial year under review, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Company''s Policy on materiality of related party transactions. Since no Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by the Company, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act, in the Form AOC 2 is not applicable.

The Company''s Policy on Materiality of related party transactions and dealing with related party transactions is available on the Company''s website at: www.enil.co.in at http://www.enil.co.in/policies-code-of- conduct.php

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Company''s interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

27. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2014-15 are provided in the financial statements. Please refer to the Note no. 10 to the standalone financial statements for details of investments made by the Company.

28. Risk Management

The Board of Directors is entrusted with various key functions including framing, implementing and monitoring the risk management plan for the Company; ensuring the integrity of the Company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards.

The Board of Directors has adopted the Risk Management Policy coupled with the Enterprise Risk Management framework and also established related procedures to inform Board Members about the risk assessment and minimization procedures. Major risks are identified, adequately mitigated continuously and same are reported to the Audit Committee and Board of Directors along with the action taken report. Risk Management Policy envisages assessment of strategy risk, operational risk, financial risk, regulatory risk, human resource risk, technological risk.

Risk is assessed and mitigated by the Risk Management Procedure involving identification and prioritization of risk events; Categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks; Risk Mitigation & Control and update risk identification and prioritization.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s Risk Management policies, systems and procedures. Internal Audit function is entrusted to KPMG-the independent Internal Auditors. Internal Audit covers all the radio stations at pan India level and corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

29. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control system including internal financial controls.

30. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standard, the audited Consolidated Financial Statements are provided and forms part of the Annual Report.

31. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''s wholly owned subsidiary since 2007. ABSL recorded a total income of Rs. 1,040,047 during the financial year under review. Profit after Tax stood at Rs. 39,459.

As per Section 129 of the Companies Act, 2013, separate statement containing the salient features of the financial statements of the Subsidiary Company are attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture.

The Company shall make available the financial statements and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil.co.in. These documents will also be available for inspection during business hours at the Registered Office and Corporate Office of the Company. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Company''s website: www.enil.co.in

The Policy for determining material subsidiaries is available on the Company''s website: www.enil.co.in at http://www.enil.co.in/policies-code-of-conduct.php

32. Significant or material order

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

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company has constituted an Internal Complaints Committees. During the financial year under review, no complaint was filed under the aforesaid Act.

34. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors sd/- Vineet Jain Chairman (DIN: 00003962) Mumbai, May 19, 2015

Registered Office: Entertainment Network (India) Limited, CIN: L92140MH1999PLC120516, 4th Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. www.enil.co.in

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Mar 31, 2014

The Directors have pleasure in presenting this Fifteenth Annual Report together with the audited annual accounts of Entertainment Network (India) Limited [''the Company''/ ''ENIL''/ ''Radio Mirchi''] for the financial year ended March 31, 2014.

1. Financial Highlights

Amount in Rs

Financial Year Financial Year 2013-2014 2012-2013

Income 4,071,657,231 3,553,609,049

Profit before tax & exceptional item 1,154,952,773 894,443,457

Tax expense 320,463,042 217,732,607

Profit after tax 834,489,731 676,710,850

Profit brought forward 2,661,115,213 2,040,176,365

Equity (issued, subscribed & paid up share capital) 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Proposed dividend (including dividend distribution tax) 55,772,002 55,772,002

Surplus carried to Balance Sheet 3,439,832,942 2,661,115,213

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from RS. 3,553,609,049 during the previous year to RS. 4,071,657,231 during the year under review. Profit after tax was higher at RS. 834,489,731. The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Dividend

Your Directors are pleased to recommend a dividend of RS. 1.00 (Rupee one only) per equity share of RS. 10/- each for the financial year ended March 31, 2014, aggregating RS. 557.72 lacs including dividend distribution tax. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if declared at the AGM, would be paid/ dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on August 4, 2014 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on August 4, 2014, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. Operations

The year gone by has been a satisfactory one for your Company. Your Company''s financial results have been impressive, considering the tough market conditions that have prevailed. Revenue from operations has grown by 13.7%. Further, thanks to your Company''s relentless focus on containing costs, EBITDA from operations has grown by 19.9% and PAT by 23.3%. The Company''s revenue market share, amongst private players, has grown marginally to between 33% and 35%. The Company''s tight focus on operations has ensured that it generated RS.118 crores in cash during the year. The Company''s ROE during the year was a good 15.4%. Excluding cash assets, the ROE was very remarkable at 38%.

Your Company''s good financial health puts it in a strong position to take advantage of the upcoming Phase-3 program of expansion. As you may be aware, this expansion offers your Company several opportunities. Firstly, your Company can bid for more licenses in new cities. This geographical expansion into smaller towns will allow your Company to offer advertising solutions to local advertisers in markets that are likely to be the engines of future growth. Secondly, your Company can acquire a 2nd or even 3rd frequency in the bigger markets as the policy now allows a broadcaster to own and operate more than one channel in a market. Your Company has identified markets where it would like to do so. Thirdly, your Company will likely get opportunities to acquire existing radio stations and networks via M&A deals. Again, all such opportunities will be evaluated through the prism of profitability. At no point will your Company be driven by the desire to be the "biggest network". It will always be driven by the goal of being the "most profitable network", keeping shareholder returns at the centre stage.

The outgoing government kicked off the Phase-3 auction process in April 2014 when it released an ad seeking bids from prospective e-auctioneers. The last date for bidders has been set as 20th June. Media reports and interactions with ministry officials suggest that the auctions could commence by December 2014. With this, the long delay in the launch of the policy will soon come to an end.

Another matter of significance for your Company is the expiry of its current licenses, some of which expire on April 1, 2015. Your Company has been engaged with the ministry and the regulator, TRAI, on this matter, directly and through the industry body, Association of Radio Operators of India (AROI). We are happy to inform you that TRAI has already made recommendations for "renewal" of existing licenses as and when they expire. TRAI has suggested a formula for calculating "migration fees", which broadcasters need to pay to get new 15-year licenses. The ministry has still to take a decision on these recommendations, but we hope there will be no delays in this.

The year gone by has been satisfactory from the core brand and listenership perspective. Your Company''s brand "Mirchi®" remains the foremost brand in the radio space. Your Company''s listenership performance remains strong as ever. As per the last IRS data released (Round 2, 2013), your Company is the leader in 21 of its 32 markets. Your Company''s listenership strengths are endorsed by advertisers, who pay your Company premium pricing across its network. Your Company''s brand and programming strengths are also recognized in the various awards it has won during the year, details of which are provided in the Management Discussion and Analysis Report.

Your Company has worked on developing a "multi- product" revenue strategy over the last several years. Not only does it offer core radio or "FCT" solutions to its clients, it also has strong revenue products in Mirchi Activations, TV properties, Digital (web and mobile), Multi-media solutions, Intellectual Properties and International markets. These products have given your Company competitive strength and the ability to grow faster than the industry.

FY15 is going to be a challenging year, with a lot of hopes pinned on how the economy performs under the new government. If India continues to languish at under 5% GDP growth for another year, the entire media industry will face slowdown pressures. However, if as expected, the economy starts to recover, the entire media industry will benefit. Coupled with the expansion opportunities under Phase-3, we believe your Company is well placed to exploit opportunities that come up in the near future.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Directors

In accordance with the provisions of the Companies Act, 2013 (''the Act''), Mr. Ravindra Dhariwal (DIN: 00003922) and Mr. Vineet Jain (DIN: 00003962) retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment.

The Board of Directors of the Company, at their meeting held on May 23, 2014, approved the change in designation of Mr. Prashant Panday

(DIN: 02747925) from ''Executive Director & Chief Executive Officer'' to ''Managing Director & Chief Executive Officer'' with effect from May 23, 2014. Mr. Panday shall hold the office as ''Managing Director & Chief Executive Officer'' for his remaining tenure i.e. up to June 30, 2016 on the same terms and conditions including remuneration as approved by the members at their meeting held on August 8, 2013. His office is not liable to retire by rotation.

In accordance with the erstwhile provisions of the Companies Act, 1956, Mr. Richard Saldanha (DIN: 00189029), Mr. Ravindra Kulkarni (DIN: 00059367), Mr. A. P. Parigi (DIN: 00087586), Mr. N. Kumar (DIN: 00007848), Mr. B. S. Nagesh (DIN: 00027595) and Ms. Vibha Paul Rishi (DIN: 05180796) were appointed as the directors of the Company. They have been on the Board of the Company as the Independent Non-executive directors pursuant to Clause 49 of the listing agreement. With the enactment of the Act, it is now incumbent upon the Company to appoint ''Independent Directors'' as defined under Section 149(6) of the Act. Mr. Richard Saldanha, Mr. Ravindra Kulkarni, Mr. A. P. Parigi, Mr. N. Kumar, Mr. B. S. Nagesh and Ms. Vibha Paul Rishi, being eligible and offering themselves for appointment, are proposed to be appointed as the Independent Directors (Independent Non-executive Directors) for a term of five consecutive years commencing from August 12, 2014, not liable to retire by rotation. The Company has received six notices in writing from a member along with the requisite deposits under Section 160 of the Act proposing the candidature of these six independent directors and the Board of Directors recommends their appointment. The Company has also received the relevant declarations from Mr. Richard Saldanha, Mr. Ravindra Kulkarni, Mr. A. P. Parigi, Mr. N. Kumar, Mr. B. S. Nagesh and Ms. Vibha Paul Rishi, pursuant to Section 149(7) of the Act, that they meet the criteria of independence as provided under Section 149(6) of Act and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, they fulfill the conditions specified in the Act, rules made thereunder, read with the Clause 49 of the listing agreement as amended, for their appointment as the Independent Directors of the Company and that they are independent of the management.

Brief resume of the Directors proposed to be appointed/ reappointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance.

7. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. CSR Committee

The Corporate Social Responsibility Committee [CSR Committee] of the Company presently comprises of Mr. Vineet Jain, Mr. B. S. Nagesh, Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Prashant Panday. Brief description of the terms of reference of the CSR Committee has been furnished in the Report on Corporate Governance.

9. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of Mr. N. Kumar, Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. Brief description of the terms of reference of the Nomination and Remuneration Committee has been furnished in the Report on Corporate Governance.

10. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company presently comprises of Mr. Ravindra Dhariwal and Mr. A. P. Parigi. Brief description of the terms of reference of the Stakeholders Relationship Committee has been furnished in the Report on Corporate Governance.

11. Audit Report

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

12. Auditors

Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants, (registration number- 007567S) the present Statutory Auditors of the Company hold the office until the conclusion of the 15th AGM and have given a notice in writing expressing their inability to be considered for reappointment as Statutory Auditors of the Company.

Pursuant to Sections 115, 140(4) and all other applicable provisions of the Companies Act, 2013, a special notice was received from a member of the Company proposing to appoint S. R. Batliboi & Associates LLP, Chartered Accountants (registration number- 101049W) as the statutory auditors of the Company in place of Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants, (registration number- 007567S) the retiring auditors of the Company.

Subject to the approval by the members at the ensuing AGM, S. R. Batliboi & Associates LLP will hold office from the conclusion of this AGM till the conclusion of the sixth consecutive AGM (with the meeting wherein such appointment has been made being counted as the first meeting), subject to the ratification of the appointment by the members of the Company at every AGM after this AGM, at a remuneration as may be recommended by the Audit Committee and fixed by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit. Other relevant information has been furnished at Item No. 5 of the Notice convening the AGM.

13. Cost Auditor

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2015. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be such sum not exceeding - 3,75,000 (Rupees three lacs seventy five thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 6 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2015.

The Cost Audit Report for the financial year 2012- 13 has been filed on September 24, 2013. The Cost Audit Report for the financial year 2013-14 will be filed on/ before the due date (i.e. within 180 days from the close of the financial year).

14. Conservation of Energy and Technology Absorption

The Company is in the business of FM Radio Broadcasting. Hence, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable. However the information, as applicable, is given hereunder:

(i) Conservation of Energy:

The operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

(ii) Technology Absorption:

- Research & Development (R & D): Foray in the Digital Space: The Company is scaling up its digital and mobile presence in a significant way. The Company already has an existence via 9 online radio stations. Many of these feeds are also available on the Mobile app of Gaana. As Value Added Service (VAS), the Company offers 17 radio feeds on a dial-in platform which is available across telecom networks. Because of this expertise, the Company is able to offer marketing solutions to various brands to help them create mobile based content to reach their consumers. - Technology absorption, adaptation and innovation: The Company continues to use technology to augment business, productivity and performance. The Company has implemented its Customer Relationship Management (CRM) tool to measure and improve sales productivity. It has embarked on its next mission to extend this tool to provide business analytics and then onward expand it further to manage predictive analysis.

15. Foreign Exchange Earnings & Outgo

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and services and export plan:

The Company is actively exploring profitable business opportunities in the overseas market.

16. Particulars of Employees

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

17. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of this Report.

19. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance.

20. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. During the financial year under review, one complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company. After detailed investigation and following due procedure under the applicable law, guidelines and regulations, the said complaint was appropriately dealt with during the financial year under review and appropriate action was taken.

21. Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the operating management, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting policies 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 for the financial year ended on March 31, 2014 and of the profit 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

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

22. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''s wholly owned subsidiary. ABSL recorded a total income of RS. 2,286,393 during FY14. Profit after Tax stood at RS. 1,703,252.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the

Balance Sheet of the Company. Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its Subsidiary Company. The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the website: www.enil.co.in.

23. Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

24. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Mumbai, May 23, 2014 Chairman

Registered Office:

Entertainment Network

(India) Limited,

CIN: L92140MH1999PLC120516,

4th Floor, A-Wing, Matulya

Centre, Senapati Bapat

Marg, Lower Parel (West),

Mumbai - 400 013.

www.enil.co.in

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting this Fourteenth Annual Report together with the Audited Financial Statements of Entertainment Network (India) Limited [''the Company''/ ''ENIL''/ ''Radio Mirchi''] for the financial year ended March 31, 2013.

1. Financial Highlights

Amount in Rs. Financial Year Financial Year 2012-2013 2011-2012

Income 3,553,609,049 3,129,475,246

Profit before Tax & Exceptional item 894,443,457 797,466,918

Tax expense 217,732,607 232,371,797

Profit after Tax 676,710,850 565,095,121

Profit brought Forward 2,040,176,365 1,475,081,244

Equity 476,704,150 476,704,150

Transfer to General Reserve Nil Nil

Proposed dividend (including dividend distribution tax) 55,772,002 Nil

Surplus carried to Balance Sheet 2,661,115,213 2,040,176,365

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs. 3,129,475,246 during the previous year to Rs. 3,553,609,049 during the year under review. Profit after tax was higher at Rs. 676,710,850. The financial performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.00 (Rupee one only) per equity share of Rs. 10/- each for the financial year ended March 31, 2013, aggregating Rs. 557.72 Lacs including Dividend Distribution Tax. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

The Dividend, if declared at the Annual General Meeting, would be paid/ dispatched on/ after August 9, 2013 and within thirty days from the date of declaration of dividend to those persons or their mandates:

- whose names appear as Beneficial Owners as at the end of the business hours on July 31, 2013 in the list of the Beneficial Owners to

be furnished by the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as on July 31, 2013, after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

4. Operations

The financial year under review was a challenging one for the entire media industry. The slowdown in the economy, with the GDP growth expected to be 5.5% in CY2012, affected the Indian Advertising industry, as companies affected by the slowdown resorted to cuts in advertising spends to maintain profit margins. The advertising industry reported a growth of an estimated 9% during CY2012. It is important to point out that GDP growth numbers are measured in "real" terms, while advertising growth numbers are indicated in "nominal" terms. This means that the growth in the advertising industry trailed the overall GDP growth rate, something that typically happens under poor economic growth conditions.

The radio industry has turned in a much stronger performance in FY13, compared to the rest of the traditional media segments, growing at an estimated 10% during the year. Your Company has reported even better growth at 12.3%. Your Company''s strategy of developing a multiple products portfolio (which advertisers can use for their marketing activities) has yielded the higher growth. This led to a strong net profit growth as well, at 19.8% to Rs. 67.7 crores. Your Company generated Rs. 100.1 crores of cash flow during FY13. At the end of FY13, your Company had Rs. 322.5 crores of free cash and cash equivalents. Your Company''s revenue market share remained strong at between 33-35% of the private FM industry.

Radio Mirchi continues to enjoy the confidence of its listeners and it remains the clear No. 1 radio brand as per the Indian Readership Survey (IRS)– the only pan-India media research survey which also includes radio listenership. According to the latest IRS survey (Q4 2012), Radio Mirchi has a weekly listenership of 37.5 million. Our listenership is more than 50% higher than that of the nearest competitor brand.

In recognition of the music fraternity''s exceptional creativity, your Company organized yet another edition – the 5th – of the Mirchi Music Award (MMA) this year. The MMAs are now held in all major languages. Apart from the flagship Hindi, MMAs are also held in the 4 South Indian Languages (4th edition of the awards to be held in June 2013) and Bangla (2nd edition completed in FY13). During FY13, for the first time, the awards were held in Marathi as well. The Hindi MMA had the who''s who of the music and film fraternity in attendance. The TVR of the main show, aired on Colors TV, was 2.1, a 60% improvement over last year''s TVR. But what was even more gratifying than the TVR was the support and presence of the entire music fraternity.

Your Company operates one of India''s most popular radio websites. We stream four popular internet radio stations, which are available to a worldwide audience. We also have a strong presence on social networking sites. We have 1 million "fans" on Facebook. This helps us "connect" with online users, get "feedback" on the brand and also "talk" to them about our new plans.

In addition, we also operate a YouTube channel of our own (total views upwards of 2.6 million till date) and a twitter handle (about 16000 followers). Together, Mirchi''s digital footprint spans 2.5 million people across all its platforms.

We are pleased to share that your Company won several awards and recognitions during the year. Radio Mirchi won the Popular Radio Channel of the Year Award at the World Brand Congress 2012. The forum honors the world''s branding & marketing elite at the Global Awards for Brand Excellence. Mirchi won twelve awards at the Excellence in Radio Awards (ERA) at the India Radio Forum (IRF) this year – the most number of awards won by any broadcaster. Our FY 2011-12 Annual Report "Reimagining Radio" won the gold for innovative design and layout at the Midas awards. Midas recognizes the world''s best in financial advertising. Founded in 2001 & based out of New York, the jury includes creative & art directors from all over the world. In less than a year after its launch, Radio Mirchi UAE was voted the best Radio Station in the Popular Choice category at the 5th Annual Masala Awards held in that country. The award demonstrates the power of the Mirchi brand and the loyal audience that it has built there in a short period of time.

The Cabinet approved the Phase 3 expansion policy in May 2013, the biggest growth opportunity for the private FM radio sector. Auctions for new licenses and new cities are expected to commence before the end of FY14. New stations should be operational within a year from the auctions getting completed. For your Company, expanding nationally and within the big cities is a priority. The salient features of the Phase 3 policy have been discussed in the Management Discussion and Analysis report.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Directors

Mr. Nagesh Satyanarayan Basavanhalli (Mr. B. S. Nagesh) and Ms. Vibha Paul Rishi were appointed as additional directors (Independent Non-Executive Directors) by the Board of Directors

with effect from August 14, 2012 pursuant to the provisions of Section 260 of the Companies Act, 1956. They hold their office up to the date of the forthcoming Annual General Meeting and being eligible, offer themselves for appointment. Pursuant to the provisions of Section 257 of the Companies Act, 1956, notices in writing have been received from a member proposing them as Directors of the Company.

Mr. Amba Preetham Parigi (Mr. A. P. Parigi) was holding the office of ''Managing Director'' on the board of the Company up to September 30, 2009. He was appointed as the Non- executive Director on the Board with effect from October 1, 2009. Clause 49 (I)(A)(iii) of the listing agreement contains the definition of ''independent director''. Based on the declaration received from Mr. Parigi confirming his independent directorship as per the Clause 49 (I)(A)(iii) of the listing agreement, the Board of Directors considered him as an independent director with effect from April 1, 2013.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Amba Preetham Parigi (Mr. A. P. Parigi) and Mr. Narayanan Kumar (Mr. N. Kumar) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Annexure to the Notice forming part of the Annual Report.

7. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. Auditors

Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants (Firm Registration Number 007567S), the Statutory Auditors of the Company retire at the conclusion of the Fourteenth Annual General Meeting and have confirmed their eligibility and willingness to accept office, if appointed.

Members are requested to appoint Messrs Price Waterhouse & Co., Bangalore, Chartered Accountants, as the Statutory Auditors of the Company for the period commencing from the conclusion of the Fourteenth Annual General Meeting until the conclusion of the Fifteenth Annual General Meeting and to fix their remuneration.

9. Cost Auditor

The Company is required to comply with the relevant provisions of the Cost Accounting Records (Telecommunication Industry) Rules 2011, dated December 7, 2011. The Company had appointed M/s. R. Nanabhoy & Co., Cost Accountants as the Cost Auditor for the financial years 2012-2013 and 2013-2014 pursuant to the provisions of Section 233B and other applicable provisions of the Companies Act, 1956 read with the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs for audit of cost records/ cost accounts. The Cost Audit Report for the financial year 2012-13 will be filed on/ before the due date (i.e. within 180 days from the close of the financial year).

10. Buy-Back of Shares

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

11. Conservation of Energy and Technology Absorption

The Company is in the business of FM Radio Broadcasting. Hence, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable.

However the information, as applicable, is given hereunder:

(i) Conservation of Energy:

The operations of the Company are not energy intensive. Nevertheless, continuous

efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

(ii) Technology Absorption:

The Company continues to use technology to augment business, productivity and performance. The Company is currently expanding and improving the scope of Sales Automation through CRM (Customer Relationship Management) to increase adoption and sales productivity.

(iii) Research & Development:

The Company is scaling up its digital and mobile presence in a significant way. The Company already streams 4 music feeds through Gaana.com platform. In mobile space, the Company offers 17 radio feeds on a dial-in IVR platform which is available across telecom networks.

12. Foreign Exchange Earnings & Outgo

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and services and export plan:

The Company is actively exploring profitable business opportunities in the overseas market.

(ii) Total foreign exchange earned and used: Amount in Rs.

Financial Year Financial Year 2012-2013 2011-2012

Foreign exchange earnings 37,468,375 13,164,105

Foreign exchange outgo 8,266,554 8,122,585

13. Particulars of Employees

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

14. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

15. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

16. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance. Observation of the Practicing Company Secretary in the aforesaid Certificate has been adequately dealt with in the report on Corporate Governance, which forms part of the Annual Report.

17. Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting

policies 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 for the financial year ended on March 31, 2013 and of the profit of the Company for that period;

(iii) they 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 preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(iv) they have prepared the annual accounts on a going concern basis.

18. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is the Company''s wholly owned subsidiary. ABSL recorded a total income of Rs. 2.3 crores during FY13. Profit after Tax stood at Rs. 0.6 crores.

The Board of Directors of the Company, at their meeting held on August 13, 2012, approved the purchase of ABSL''s Intellectual Property Rights Events Business (''IPR Business'') as a going concern. The slump sale of the IPR Business by ABSL to the Company was effected through a Business Transfer Agreement (''BTA''). The transfer was effective from July 1, 2012.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company.

Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary company.

19. Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

20. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

sd/-

Vineet Jain

Chairman

Mumbai, May 17, 2013

Registered Office:

4th Floor, A-Wing,

Matulya Centre,

Senapati Bapat Marg,

Lower Parel

(West), Mumbai - 400 013.

---

Mar 31, 2012

The Directors have pleasure in presenting this Thirteenth Annual Report together with the Audited Accounts of the Company "ENIL"] for the financial year ended March 31, 2012.

I. Financial Highlights

Amount in Rs

Financial Year Financial Year

2011-2012 2010-2011

Income 3,129,475,246 2,846,848,316

Profit before Tax & Exceptional item 797,466,918 609,734,330

Profit on sale of Long Term Investment - 126,848,239

Tax expense 232,371,797 214,493,272

Profit after Tax 565,095,121 522,089,297

Profit brought Forward 1,475,081,244 952,991,947

Equity 476,704,150 476,704,150

Transfer to General Reserve - -

Surplus carried to Balance Sheet 2,040,176,365 1,475,081,244

1. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs 2,846,848,316 during the previous year to Rs 3,129,475,246 during the year under review. Profit after tax was higher at Rs 565,095,121. The performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report: '

2. Operations

The year has been a challenging one for the media industry. The slowdown in the economy with the GDP growth at 6.1% in the 3rd quarter of FY12 and the uncertainty about any recovery happening soon has lead to advertisers curtailing or deferring ad spends. This has impacted your Company as well. ENIL's total income grew by a modest 9.9% this year to Rs 312.9 crs. Your Company's EBITDA grew by 17,3% and crossed the Rs 112.2 crs. milestone for the first time. Your Company's net profit stood atRs 56.5 crs., a growth of 43.0% (without exceptional items). In these trying times, your Company has maintained its revenue market share amongst private broadcasters at 33-35%.

The challenging conditions motivated your Company to focus on developing more innovative sales propositions and go-to market solutions for the advertisers. Your Company significantly ease us in union building so as to keep the listenership lead intact. Your Company has maintained its leadership in listenership this year as well. ENIL remained the number one brand in each of the quarterly IRS reports of the year. It also showed strong results in research conducted by RAM (Radio Audience Measurement).

You will be happy to know that your Company was recognized by FICCI, for the third continuous year, as the most successful radio company of the year. The strength of the Radio Mirchi brand and the prowess of its programming and marketing teams were also recognized at the Excellence in Radio Advertising (ERA) awards function at this year's India Radio Forum (IRF), where ENIL received the maximum number of awards. Your Company also received several other awards during the year, in recognition of its strong performance.

During the year, your Company entered the UAE through a tie-up with the Abu Dhabi Media Company (ADMC). Radio Mirchi can now be heard in Dubai, Al Ain, Abu Dhabi and the other emirates in the UAE. The initial reports from the UAE are very encouraging. As always, we are committed to providing the best entertainment to our listeners, wherever they are present.

Your Company made progress on the Digital side of the business also. As you know, the internet is fast expanding its presence in India with more than 120 million Indians using it for emails, social networking, e-commerce, entertainment, etc. This number is expected to grow to more than 300 million in the next 2-3 years. Keeping this in mind, your Company has made Digital very much a part of its overall programming and business strategy. Your Company launched two internet radio stations - Purani Jeans and Meethi Mirchi. You may access them on www.radiomirchi.com. Your Company also expanded the Mirchi Mobile service by adding a Bhojpuri radio feed created especially for the mobile platform.

Your Company continued its support to and appreciation of the highly creative music fraternity this year also. This year, we had , an even bigger Hindi Mirchi Music Awards (MMA) function. In its 4th year, the awards saw even higher participation from the music fraternity. We feel proud that through these awards, your Company is giving the artists the true respect they deserve. We extended this reverence to the music fraternity in the four southern states two years back. This year, we launched the first edition of the Bangla Mirchi Music Awards.

Your Company is confident about the future. This confidence comes from recognizing the challenges that lie ahead, identifying the continuous changes in listener tastes and remaining sensitive to advertisers' needs. This confidence comes from constantly directing our efforts and resources towards creating a stronger, digitally robust and continuously innovating brand.

After getting unexpectedly delayed in FY12, we are hopeful that the Phase 3 policy will move ahead in FY13 with the auctioning process expected to begin in FY13. Phase 3 is an exciting opportunity for your Company to grow. The management has prepared detailed plans for participation in the auctions and the Directors of your Company are guiding management in the making of these plans.

4. Divided

In order to conserve the resources for future growth, your Directors do not recommend any dividend for the financial year 2011-2012.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Director!'

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Vineet Jain and Mr. Ravindra Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Annexure to the Notice forming part of the Annual Report.

7. Audit Committee

The Audit Committee of the Company presently comprises Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. Auditors

Messrs Price Waterhouse & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the Thirteenth Annual General Meeting and have confirmed their eligibility and willingness to accept office, if appointed. '

Members are requested to appoint Messrs Price Waterhouse & Co.', Chartered Accountants, as the Statutory Auditors of the Company for the period commencing from the conclusion of the Thirteenth Annual General Meeting until the conclusion of the Fourteenth Annual General Meeting and to fix their remuneration.

9. Cost Auditor

The Company is required to comply with the relevant provisions of the Cost Accounting Records (Telecommunication Industry) Rules 2011, notified on December 7, 2011. Effective date of implementation of the aforesaid Rules is April 1, 2012. The Company is in the process of appointing the Cost Auditor as per the General Circular No. 15/ 2011 dated April 11, 2011 issued by the Ministry of Corporate Affairs, Cost Audit Branch, read with the Companies (Cost Audit Report) Rules, 2011 for cost audit of the cost records. The cost audit requirements of the cost records of the Company will be applicable from the financial year 2012-2013 onwards.

10. Buy-Back of Shares

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

11. Conservation of Energy cl Technology Absorption

The Company is in the business of FM Radio Broadcasting. Hence, most of the information required to be provided under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable.

However the information, as applicable, is given hereunder:

(i) Conservation of Energy:

The operations of the Company are not energy intensive.

Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

(ii) Technology Absorption:

Whenever there is requirement, the Company evaluates the best technology available globally for improving the ' productivity and quality of its operations.

The Company is currently implementing Customer

- Relationship Management (CRM) by leveraging the existing SAP landscape to improve process control and sales efficiency. This will not only help the current 32 radio stations, but will also aid the future expansion.

(iii) Research & Development:

The Company is scaling up its digital and mobile presence in a significant way. The Company already streams 2 music feeds through Gaana.com platform. In mobile space, the Company offers 15 radio feeds on a dial-in IVR platform . which is available across telecom networks. .

12. Foreign:

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and . services and export plan:

The Company is actively exploring profitable business opportunities in the overseas market.

(ii) -Total foreign exchange earned and used:

Amount in Rs

Financial Yieal Financial Year 2011-2012 2010-2011

Foreign exchange earnings 13,164,105 -

Foreign exchange outgo 8,122,585 7,454,160

13. Particulars of Employ

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1) (b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

14. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

15. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

16 Corporate Government

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with the Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance. Observation of the

Practicing Company Secretary in the aforesaid Certificate has been adequately dealt with in the report on Corporate Governance, which forms part of the Annual Report.

17. Directors' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting policies 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 for the financial year ended on March 31, 2012 and of the profit of the Company for that period;

(iii) they 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 preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(iv) they have prepared the annual accounts on a going concern basis.

18. Subsidiary Company

Alternate Brand Solutions (India) Limited (ABSL) is engaged in the business of events. ABSL classifies events into two types- ' Managed Events in which ABSL manages its clients' events on their behalf and IPR (Intellectual Property Rights) events in which ABSL builds its own event brands.

During the year, ABSL decided not to carry out Managed Events on account of poor margins and excessive competition from the unorganized sector. Consequently, the results of this year are not comparable with those of the previous years. The total income recorded by ABSL during FY12 was Rs 11.2 crs. with an EBITDA loss of Rs 0.3 crs. ABSL ensured that its receivables position was handled satisfactorily.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of its subsidiary companies to the Balance Sheet of the Company. Vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular. Accordingly, the Balance Sheet, the Profit and Loss Account (Statement of Profit and Loss) and other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company.

Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

19. Consolidated Financial r: lnaccordancewiththeAccountingStandard21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

20, Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

Vineet Jain

Mumbai, May 25, 2012 Chairman

Registered Office:

4th Floor, 'A' Wing, Matulya Centre,

Senapati Bapat Marg,

Lower Parel (West),

Mumbai-400 013.

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting this Twelfith Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2011.

1. Financial Highlights

Amount in Rupees

Financial year Financial year 2010 - 2011 2009 - 2010

Income 2,835,665,618 2,311,850,421

Profit before Tax & Exceptional item 609,734,330 182,748,146

Profit on sale of Subsidiary 126,848,239 —

Tax Expenses 214,493,272 4,079,063

Profit afiter Tax 522,089,297 178,669,083

Profit brought Forward 952,991,947 774,322,864

Equity 476,704,150 476,704,150

Transfer to General Reserve — —

Surplus carried to Balance Sheet 1,475,081,244 952,991,947

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs. 2,311,850,421 during the previous year to Rs. 2,835,665,618 during the year under review. Profit afiter tax was higher at Rs. 522,089,297. The performance is discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

3. Operations

This year saw the world economy coming back on track. The IMF reported that world economy grew at 5% in 2010 and is likely to grow at 4.5% in 2011 and 2012. The world advertising market also came back on the growth path with Zenith Optimedia reporting that the world ad market grew by 5.5% in 2010. The momentum is expected to continue and the growth is expected to be 4.2%, 5.8% and 5.5% in 2011,

2012 and 2013 respectively. The Indian economy, which was not adversely affected by the global downturn has also recovered and is expected to have grown 8% this year according to RBI estimates. The Indian advertising Industry which is directly dependent on the overall economy also had an impressive growth of nearly 17% this year. It is further expected to grow at 13% till 2015.

The overall recovery has had a positive impact on your Company's revenue performance. The Company's total income grew by nearly 23% during the year under review.

Your Company continued to keep a keen eye on costs and increasing the overall productivity of the Company. We are committed to maintaining a lean and smart operation. There is also a great deal of focus in keeping the culture of the Company vibrant and meritocratic so that talent is retained in the Company.

Phase III of radio expansion has been pending for quite a while now and is expected finally to be announced in the next few months. Your Company is gearing up to face the challenges and tap the opportunities that Phase III would throw at us. With the sale of the Company's entire equity stake in Times Innovative Media Limited (erstwhile subsidiary of the Company- engaged in the 'Out Of Home Media business'), your Company has ensured that it is not burdened by the capital requirements of 'Out Of Home Media business' and is able to garner resources and funds for the expansion plans of the radio business in Phase III.

Your Company has benefited from some other important developments of this year. The Hon'ble Copyright Board passed an order this year which would cap the overall royalty payout by Radio broadcasters to music providers at 2% of the revenues of the broadcaster. This will have a positive impact on your Company's profitability. Many music providers have challenged this order and the final verdicts on all these appeals are expected in due course of time. The Interim appeals were challenged in the Hon'ble Supreme Court and the Hon'ble Supreme Court has refused to stay the said Copyright Board's order. We are confdent that the orders of the Hon'ble Copyright Board would continue to be upheld as it has been arrived at afiter an elaborate and exhaustive hearings.

Your Company has continued its focus on strengthening its brand this year as well. Radio Mirchi continued to be the leader in 3 (Mumbai, Delhi and Kolkata) - out of the 4 RAM markets. While its lead has been challenged on some occasions, we are confdent that we would attain a consistent leadership position in these markets. We continue to be a very close second in Bangalore and actually got to the leadership position on a few occasions.

Your Company once again achieved the leadership position in the only PAN India measurement of Radio through the IRS (Indian Readership Survey). The survey recorded Radio Mirchi's listenership at 41.2 mn, which is significantly higher than the next radio brand.

Your Company is very aware of the challenges and benefits that the increasing proliferation of digitization is introducing. We have made good progress on both the mobile and web platforms. Your Company had launched a mobile VAS product – Mirchi Mobile earlier this year, which has seen reasonable success. We are committed to making the brand a significant entity in the digital space as well and are working on creating processes which help create synergy between our on-air content and digital content.

Your Company hosted the 3rd edition of the Mirchi Music awards this year. This tribute to the music fraternity –the artists, composers, lyricists - grew even bigger this year with the introduction of new categories of awards and an increased support from the fraternity itself. We will continue to making this award more successful and bigger in scale in the coming years.

Your Company was awarded with many honors this year. The most prestigious of them was being declared the most successful radio channel of the year by FICCI. We have been conferred this award two years in a row and are the only radio company to have received this award till date. The morning show of Delhi was awarded a Silver at the New York Festival awards this year in the category of Best Human Story. Radio Mirchi was also awarded the Power Brand of India in the Entertainment category by Planman consulting. We were the only radio station to have been bestowed with this honor. Some of the other media brands which were honored were Times of India, NDTV and Star Plus.

Your Company is excited about the opportunities that the future holds. An economy that is growing, a sense of optimism amongst the advertisers, Phase III of FM radio expansion, a good year behind us – all of this gives us confdence that we will be able to meet your expectations in the next year. We are, as always, committed to creating value for the business, the industry and above all you.

4. Dividend

In order to conserve the resources to augment future growth, your Directors do not recommend any dividend for the financial year 2010 - 2011.

5. Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Directors

Mr. Richard Saldanha was appointed as an Additional Director (Independent Non-Executive Director), with effect from November 23, 2010 pursuant to the provisions of Section 260 of the Companies Act, 1956. Accordingly, Mr. Saldanha holds office up to the date of the forthcoming Annual General Meeting and being eligible, offers himself for appointment. Pursuant to the provisions of Section 257 of the Companies Act, 1956, a notice in writing has been received from a Member proposing Mr. Saldanha as a Director of the Company.

Mr. Deepak M. Satwalekar (Independent Non-Executive Director) resigned from the Board of Directors of the Company effective from March 30, 2011. The Board of Directors wishes to place on record their appreciation for the valuable services rendered by Mr. Satwalekar during his tenure.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. N. Kumar and Mr. Ravindra Dhariwal retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Annexure to the Notice forming part of the Annual Report.

7. Audit Committee

The Audit Committee of the Company presently comprises Mr. N. Kumar (Chairman), Mr. Ravindra Dhariwal, Mr. Ravindra Kulkarni and Mr. Richard Saldanha. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. Auditors

Messrs Price Waterhouse & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the Twelfith Annual General Meeting and have confirmed their eligibility and willingness to accept office, if appointed.

Members are requested to appoint Messrs Price Waterhouse & Co., Chartered Accountants, as the Statutory Auditors of the Company for the period commencing from the conclusion of the Twelfith Annual General Meeting until the conclusion of the Thirteenth Annual General Meeting and to fix their remuneration.

9. Buy-Back of Shares

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

10. Conservation of Energy

The operations of the Company are not energy intensive. Nevertheless, continuous efforts are being made by the Company and its employees to reduce the wastage of scarce energy resources.

11. Foreign Exchange Earnings & Outgo

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

(i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and services and export plan:

The Company is actively exploring profitable business opportunities in the export market.

(ii) Total foreign exchange earned and used:

Amount in Rupees

Financial Year Financial Year

2010 - 2011 2009 – 2010

Foreign exchange earnings — —

Foreign exchange outgo 7,454,160 2,263,137

12. Technological Absorption, Adaptation and Innovation

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is hereunder:

a) Efforts made towards technology absorption, adaptation and innovation N.A.

b) Benefits derived as a result of the above efforts N.A.

c) Information regarding imported technology N.A.

13. Research & Development

a) Specific areas in which Research and Development is carried out by the Company N.A.

b) Benefits derived as a result of the above research and development N.A.

c) Future plan of action N.A.

d) Expenditure on Research and Development N.A.

14. Particulars of Employees

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

15. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

16. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

17. Corporate Governance

The Company is adhering to good Corporate Governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements entered into with the Stock Exchanges. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with the Certificate from a practicing company secretary confirming compliance with the conditions of Corporate Governance. Observations of the practicing Company Secretary in the aforesaid Certificate has been adequately dealt with in the report on Corporate Governance, which forms part of the Annual Report.

18. Directors' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting policies 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 for the financial year ended on March 31, 2011 and of the profit of the Company for that period;

(iii) they 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 preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(iv) they have prepared the annual accounts on a going concern basis.

19. Subsidiary Companies

Alternate Brand Solutions (India) Limited is engaged in the business of event management/ experiential marketing under the brand and style '360°'.

On December 29, 2010, the Company sold its entire equity stake of 83.44 % in Times Innovative Media Limited ['TIM'] to Bennett, Coleman & Company Limited ['BCCL']. BCCL is the parent company of the Company ('ENIL'). Consequent to the sale, TIM ceased to be a subsidiary of the Company with effect from December 30, 2010.

Based on the outstanding debt in the Balance Sheet of TIM as on the date of the consummation of the transaction, the enterprise value for the sale amounted to Rs. 130.4 crores. Pursuant to the sale, ENIL received a cash consideration of Rs. 45 crores for its equity investment of Rs. 32 crores in TIM. Further, it also received full repayment for the loans advanced to TIM and amounting to Rs. 58 crores as on the date of the consummation of transaction. The resultant cash infows helped ENIL retire its entire debt and build sizeable cash reserves for the upcoming Phase III expansion. The sale also relieved ENIL from the burden of meeting the sizeable funding requirements of TIM. BCCL also assumed all the obligations and liabilities under the guarantees provided by ENIL on account of TIM.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Profit and Loss Account and other documents of its subsidiary companies to the Balance Sheet of the Company. Pursuant to the approval from the Government of India, Ministry of Corporate Affairs vide their letter No. 47/51/2011-CL-III dated February 1, 2011, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Company are not attached to the Balance Sheet of the Company. Further it may also be noted that vide General Circular No. 2/ 2011 dated February 8, 2011 issued by the Government of India (Ministry of Corporate Affairs), general exemption has been granted to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the said circular.

Relevant financial information of the Subsidiary Company is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiary to any Member of the Company or its subsidiary who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Office. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

20. Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed and form part of the Annual Report.

21. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confdence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board of Directors

Vineet Jain Mumbai, May 23, 2011 Chairman

Registered Office:

4th Floor, 'A' Wing, Matulya Centre, Senapati Bapat Marg, Lower Pare (West), Mumbai – 400 013.

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Mar 31, 2010

The Directors have pleasure in presenting this Eleventh Annual Report together with the Audited Accounts of the Company for the fnancial year ended March 31, 2010.

1. Financial Highlights

Amount in Rupees

Financial year Financial year

2009-2010 2008-2009

Income 2,311,850,421 2,301,738,144

Proft before Tax 182,748,146 19,602,137

Less: Provision for Taxation

Current Tax 57,400,000 _

Minimum Alternate Tax Credit Entitlement (57,400,000) _

Deferred Tax 5,050,278 (29,720,970)

Fringe Beneft Tax (971,215) 20,200,000

Proft after Tax 178,669,083 29,123,107

Proft brought Forward 774,322,864 745,199,757

Equity 476,704,150 476,704,150

Transfer to General Reserve _ _

Surplus carried to Balance Sheet 952,991,947 774,322,864

2. Financial Performance

Your Company retained its position as the market leader in Private FM Radio Broadcasting Industry. Total income of the Company increased from Rs.2,301,738,144/- in the year 2008-2009 to Rs.2,311,850,421/- in the fnancial year under review. Proft after tax was higher at Rs.178,669,083/-.

3. Operations

The Financial Year 2009-2010 was a very diffcult period. Your Company too, faced several challenges such as a very badly hit advertising sector, managing costs to counter the effects of the revenue slow-down, managing the team morale etc. At the same time, there were other challenges to manage – the Copyright amendments, the Phase III policy and the Music Royalty related legal issues.

Revenue growth was fat compared to the previous year. While this may look unsatisfactory at frst glance, it is in line with the results of most major broadcasters in the Financial Year 2009-2010. As per Madison Media, the overall advertising industry de-grew by nearly 10 % in calendar year 2009. The ad industry had not seen this kind of a down-turn in the last several years. Your Company has coped with the situation reasonably well. By keeping a tight control on costs – in a business where costs are very diffcult to control – your Company has delivered a strong 43% growth in Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) levels (on a like to like basis). Due to the change in the terms of the Media Collaboration arrangement with Bennett, Coleman & Company Limited for Private Treaties business, the reported EBITDA growth was lower at 18%. Thus, in the fnal analysis, we believe that the Company has done reasonably well during the trying condition of the year that has gone by.

Management of costs has focused on a few crucial areas namely, reducing head-count down from a peak of 980 to 711, managing payroll costs by cutting down on incentive pay, drastically reducing General and Administrative expenses by reducing travel costs and others, reducing cost of operations by shutting down night time operations of the smaller stations, reducing marketing spends while keeping share of voice intact and reducing dependence on the Private Treaties business. All of these have resulted in a signifcant savings in costs – your Company plans to retain this tight control on costs in the Financial Year 2010-2011 as well.

While the year has been very bad for the ad industry, the ensuing year is expected to show a good recovery. Industry experts are of the opinion that the ad industry could grow by 11%-14% in the Financial Year 2010-2011. This is still lower than the growth rates in the period prior to the Financial Year 2008-2009. It may take another year for the growth rates to go back to the 16%-18% level, but there is a strong belief that the growth rates will be back for sure. The long term growth estimates remain intact.

Your Company is also looking forward to the Phase III policy that the government is likely to announce soon. Your Company, along with other radio broadcasters, has raised certain issues with the government – if the government were to accept those requests, then the overall radio industry could become proftable. Your Company, of course, has been proftable since its listing in 2006. The Company is keeping a close eye on developments in this feld and will decide on a suitable strategy to handle the opportunities that emerge.

Your Company is also keeping an eye on developments in the areas of music royalty and copyright amendments. The Company has always backed the moral rights of artists – the real maestros of the industry. At the same time, the Company has always demanded a fair royalty regime – in line with global practices. To that extent, the Company is continuing its efforts to fnd an acceptable solution to the royalty issue.

Your Company has kept its focus on building brand “Mirchi” during the year under review. As a result of this focused approach, the Company’s Mumbai station has been unanimously declared the leader in the Mumbai market. The industry’s defnitive research –Radio Audience Measurement (RAM) – has declared Mirchi the No. 1 radio brand in the fnancial capital of India since May 2009. The other research standard in the advertising industry – the Indian Readership Survey (IRS) – has consistently rated Mirchi as the No. 1 brand in Mumbai. The latest round of IRS also rates Mirchi as the leader in 25 of its 32 stations, a feat unrivaled by any media brand.

During the year, your Company was endowed with several awards. Radio Mirchi was awarded the “Most successful radio channel” by FICCI. The Global Youth Marketing Forum gave it the “Most popular radio channel among the youth” award. Mirchi also got the CMO Council Brand Leadership Award. Apart from this, there were several wins for the Mirchi programming team in the India Radio Forum (IRF) and the Ad clubs across India.

At the end of the fnancial year under review, your Company stands in a position of strength. The Radio Business is net debt- free. It is awaiting the fresh opportunities that Phase III will unfold. Its management team is raring to go. Your interests have always been paramount – that will never change!

4. Dividend

In order to conserve the resources to augment future growth, your Directors do not recommend any dividend for the fnancial year 2009 - 2010.

5. Fixed Deposits

The Company has not accepted any fxed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

6. Directors

Mr. A. P. Parigi was holding the offce of Managing Director of the Company till September 30, 2009. The Board of Directors wishes to place on record the appreciation of the valuable services rendered by Mr. Parigi to the Company and its subsidiaries.

Mr. A. P. Parigi was appointed as an Additional Director (Non- Executive Director), with effect from October 1, 2009 pursuant to the provisions of Section 260 of the Companies Act, 1956. Accordingly Mr. Parigi holds offce up to the date of the forthcoming Annual General Meeting and being eligible, offers himself for appointment. Pursuant to the provisions of Section 257 of the Companies Act, 1956, a notice in writing has been received from a Member proposing Mr. Parigi as a Director of the Company.

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Ravindra Kulkarni and Mr. Deepak M. Satwalekar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specifc functional areas, names of the companies in which they hold directorships and the membership / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Annexure to the Notice forming part of the Annual Report.

7. Audit Committee

The Audit Committee of the Company presently comprises of Mr. N. Kumar (Chairman), Mr. Ravindra Kulkarni and Mr. Ravindra Dhariwal. The Internal Auditors of the Company report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

8. Auditors

Messrs Price Waterhouse & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the Eleventh Annual General Meeting and have confrmed their eligibility and willingness to accept offce, if appointed.

Members are requested to appoint Messrs Price Waterhouse & Co., Chartered Accountants, as the Statutory Auditors of the Company for the period commencing from the conclusion of the Eleventh Annual General Meeting until the conclusion of the Twelfth Annual General Meeting and to fx their remuneration.

9. Buy-Back of Shares

During the fnancial year under review, the Company has not offered to buy-back any of its outstanding shares.

10. Conservation of Energy

The operations of the Company are not energy intensive. A continuing effort is being made by the Company and its employees to reduce the wastage of scarce energy resources.

11. Foreign Exchange Earnings & Outgo

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

i) Activities relating to export, initiatives to increase exports, developments of new export markets for products and services and export plan:

The Company is poised to maintain its leadership position in the markets it operates in. The Company is actively looking at new business opportunities and is exploring new export avenues in various verticals.

ii) Total foreign exchange earned and used:

Amount in Rupees

Financial Year Financial Year

2009-2010 2008-2009

Foreign exchange earnings _ 581,292

Foreign exchange outgo 2,263,137 9,331,143

12. Technological Absorption, Adaptation and Innovation

Statement pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is hereunder:

a) Efforts made towards technology absorption, adaptation and innovation N.A.

b) Benefts derived as a result of the above efforts N.A.

c) Information regarding imported technology N.A.

13. Research & Development

a) Specifc areas in which Research and Development is carried out by the Company N.A.

b) Benefts derived as a result of the above research and development N.A.

c) Future plan of action N.A.

d) Expenditure on Research and Development N.A.

14. Particulars of Employees

Particulars of the employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in the annexure appended hereto and forms part of this report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to all the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Offce of the Company.

15. Share Capital & Listing of Securities

The equity shares of the Company are listed and admitted to dealings on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) effective from February 15, 2006. Annual Listing Fee has been paid to each exchange.

16. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the fnancial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is set out in a separate section forming part of the Annual Report.

17. Corporate Social Responsibility

Your Company has focused its Corporate Social Responsibility (‘CSR’) efforts on the visually impaired people. The Company has been making audio books for the last two years as part of its CSR program. The Company has so far converted about 350 books into audio books. The Company associates closely with the National Association of the Blind (‘NAB’) and through them reaches out to hundreds of blind schools across the country. The Company also works in the entertainment sphere by converting feature flms into audio flms for the visually impaired people.

18. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements entered into with the Stock Exchanges are complied with. A separate report on Corporate Governance is enclosed as a part of the Annual Report along with a certifcate from a practicing company secretary confrming compliance with the conditions of Corporate Governance.

19. Directors’ Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, hereby confrm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied the suggested accounting policies 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 for the fnancial year ended on March 31, 2010 and of the proft of the Company for that period;

iii) they have taken proper and suffcient 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 preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

iv) they have prepared the annual accounts on a going concern basis.

20. Subsidiary Companies

Alternate Brand Solutions (India) Limited is engaged in the business of event management/ experiential marketing under the brand and style 360.

Times Innovative Media Limited is engaged in the business of Out-of-Home (‘OOH’) media under the brand and style ‘Times OOH’.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Proft and Loss Account and other documents of its subsidiary companies. The Company applied to the Ministry of Corporate Affairs, Government of India, for seeking an exemption from such attachments of its subsidiaries, since the Company presents the audited consolidated fnancial statements in the Annual Report. Pursuant to the approval from the Government of India, Ministry of Corporate Affairs vide their letter No. 47/28/2010-CL-III dated January 13, 2010, the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Relevant fnancial information of the subsidiary companies is disclosed in the Annual Report. The Company shall make available the Annual Accounts and the related detailed information of its subsidiaries to any Member of the Company or its subsidiaries who may be interested in obtaining the same at any point of time. These documents will also be available for inspection during business hours at the Registered Offce. The Consolidated Financial Statements presented by the Company include fnancial results of its subsidiary companies.

21. Consolidated Financial Statements

In accordance with the Accounting Standard 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are annexed forming part of the Annual Report.

22. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confdence in the management of the Company. Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and cooperation and acknowledge that their support has enabled the Company to achieve new heights of success.

For and on behelf of the Board of Directors.

Vineet Jein

Mumbai, May 19, 2010 Chairman

Registered Office: 4th Floor, A Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013.