Directors Report of Media Matrix Worldwide Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 40^th Annual Report, together with the Audited Financial Statements
(Standalone & Consolidated) of the Company for the financial year ended March 31,2025 (“FY25”).

COMPANY OVERVIEW

Media Matrix Worldwide Limited (‘Company'' or ‘MMWL'') is a B2B focused next-generation technology and services
provider, specializing in Value Added Services (VAS) across the mobile and digital ecosystem. Beyond its core VAS
offerings, MMWL is also engaged in the distribution of wide range of innovative products in mobility, audio, consumer
electronics and IT segment across India through one of its subsidiaries.

FINANCIAL PERFORMANCE

Your Company''s financial performance (standalone and consolidated) for the financial year ended March 31,2025
is summarized below:

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	305.95	305.30	188702.39	141530.01
Other Income	225.78	118.35	345.93	1131.97
Profit / (Loss) before depreciation, finance charges and taxation	246.50	162.61	2240.18	1865.25
Less: Depreciation & Amortization expenses	23.99	24.25	78.42	72.39
Less: Finance Charges	6.10	5.90	1389.45	881.59
Profit before Exceptional items & Tax	216.41	132.46	772.31	911.27
Less: Exceptional items	-	-	-	-
Profit/ (Loss) before tax	216.41	132.46	772.31	911.27
Less: Tax Expenses
Current tax	0.98	5.83	148.54	193.49
Deferred tax	(0.33)	(1.90)	0.06	13.51
Income Tax for Earlier Years	-	-	178.76	0.17
Profit/ (Loss) after tax	215.76	128.53	444.95	704.10

THE INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2025, have been
prepared in accordance with the Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies
Act, 2013 (hereinafter referred to as the “Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended from time to time.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 read with Schedule III to the Act and the Companies (Accounts) Rules,
2014, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations”) and applicable Indian Accounting Standards,
the Audited Consolidated Financial Statements of the Company for FY25, together with the Auditors'' Report forms part of
this Annual Report.

TRANSFER TO RESERVE

Under section 45-IC(1) of Reserve Bank of India (''RBI'') Act, 1934, Non-Banking financial companies (''NBFCs'') are required
to transfer a sum not less than 20% of its Net Profits every year to reserve fund before declaration of any dividend.

Accordingly, MMWL has transferred a sum of ?42.98 lakh to its reserve fund.

RBI REGULATIONS

Your Company continues to comply with all Regulations issued by the Reserve Bank of India to the extent as applicable
to the Company.

DIVIDEND

Keeping in view the need to augment the resources of the Company for future, your directors do not recommend the
payment of dividend for the FY25.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of regulation 43A of the SEBI Listing Regulations, the Company had formulated a dividend
distribution policy, which sets out the parameters and circumstances to be considered by the Board in determining the
distribution of dividend to its shareholders and/or retaining profit earned by the Company.

The Dividend Distribution Policy is available on your Company''s website at given weblink.

CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of the business of the Company during the FY25.

FIXED DEPOSITS

During the FY25, your Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of
Deposits which are not in compliance with the Chapter V of the Act is not applicable.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company between the end of
FY25 and the date of this report, which could have an impact on your Company''s operation in the future or its status as a
"Going Concern”.

SHARE CAPITAL STRUCTURE

During the year under review, there has been no change in the capital structure of the Company.

As on March 31, 2025, the Authorised Share Capital was ?150 Crore (Rupees One Hundred Fifty Crore only) divided into
150 Crore equity shares of face value of ?1/- (Rupee One) each and Paid-up Equity share capital was ?1,13,27,42,219/-
(Rupees One Hundred Thirteen Crore Twenty Seven Lakh Forty Two Thousand and Two Hundred Nineteen Only) divided
into 1,13,27,42,219 equity shares of face value of ?1/- each (Rupee One).

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:

Details of Subsidiaries

As on 31 March 2025, the Company had 02 (two) subsidiaries, as detailed below:

S. No.	Name of Subsidiary	Nature of Interest/Percentage of Shareholding
1.	Nexg Devices Private Limited (nexG)	56.78
2.	Media Matrix Enterprises Private Limited (MMEPL)	100.00

NEXG DEVICES PRIVATE LIMITED (nexG)

Our subsidiary, nexG, has rich experience in procurement and distribution of Mobile Handsets of various brands. nexG has
distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. nexG has
marketing offices and warehouses located at various cities in India and over a period of time it has established a nationwide
network to handle the distribution business all over India.

nexG is currently doing business with VIVO, Xiaomi, Realme, TECNO and ITEL mobile brands to distribute mobile handsets
to LFRs (Large Format Retail outlets) across the Country. nexG has also entered in Audio segment and is doing business
with HARMAN for distribution of their brand "JBL” in modern trade. nexG has also ventured into the segment of consumer
electronics market through brand AKAI and AIWA.

Apart from the LFRs, nexG has also leveraged online channels by entering into distribution agreements with E-commerce
partners, Amazon, Flipkart etc and has also entered into the agreement with Quick Commerce partners like Blinkit, Zepto
and Swiggy Instamart for supplying Audio products and mobile accessories.

nexG is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution
expertise across the country.

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be
undertaken by us jointly or severally.

FINANCIAL PERFORMANCE OF SUBSIDIARIES

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of
the SEBI Listing Regulations, your Company has prepared Consolidated Financial Statements and a separate statement
containing the salient features of financial statement of subsidiaries, joint ventures, and associates in Form AOC-1 which
is set out in Annexure A and forms an integral part of this Annual Report.

Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies
may write to the Company Secretary at Media Matrix Worldwide Ltd., Plot No. 38, 4^th Floor, Sector 32, Institutional
Area, Gurugram-122001, Haryana, the same shall be sent by post and the same is also available on the website of the
Company i.e. www.mmwlindia.com.

The financial statements including the consolidated financial statements and all other documents required to be attached
to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

As on March 31,2025, the Company has 02 (two) unlisted material subsidiary, viz., NexG Devices Private Limited & Media
Matrix Enterprises Private Limited as on March 31, 2025.

The Company has adopted a ''Policy for determining Material Subsidiaries'' as per requirements stipulated in Explanation
to Regulation 16(1)(c) of the SEBI Listing Regulations.

The said policy may be accessed on the website of the Company at given weblink.

The changes made in the Policy during the year are stipulated in the Corporate Governance Report for FY25.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries
of your Company are covered in the Management Discussion & Analysis Report, which forms part of this Annual Report.

Media Matrix Enterprises Private Limited was identified as a material subsidiary of the Company in the current financial
year (FY25); accordingly, certain corporate governance requirements are currently in the process of being implemented.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required
under the SEBI Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia
gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s
business, risks and concerns and material developments during the financial year under review.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board
constantly endeavors to take the business forward in such a way that it maximizes long-term value for the stakeholders.
The Company has put in place an effective corporate governance system which ensures that the provisions of SEBI Listing
Regulations are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of
this Annual Report.

A Certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance
as stipulated in the SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the
Corporate Governance Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Appointments/Re-Appointments/Resignations

Mr. Sunil Batra, Director, is liable to retire by rotation at ensuing annual general meeting (“AGM”) pursuant to Section 152
of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association
of your Company and being eligible offers himself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

The brief resume of Mr. Batra and other related information are been given in the Notice convening the 40^th AGM of your
Company.

Further during the year under review, Ms. Bela Banerjee (DIN: 07047271), Non-Executive Non-Independent Director of
the Company resigned from the position of directorship w.e.f. December 12, 2024, due to some preoccupations and other
engagements.

The Board of Directors places on record its sincere appreciation for the support and valuable guidance given by Ms.Bela
Banerjee during her tenure as Non-executive Director of the Company.

The Board of Directors at its meeting held on August 13, 2025 and on the recommendation of the Nomination and
Remuneration Committee, has re-appointed Mr. Sandeep Jairath as the Whole Time Director cum Chief Financial Officer
of the Company for a further period of 3 (three) years with effect from May 25, 2026, subject to approval of shareholders at
the ensuing AGM, as his current term of office is expiring on May 24, 2026.

Key Managerial Personnel

During the year under review, Mr. Gurvinder Singh Monga, resigned from the position of Company Secretary & Compliance
Officer of the Company w.e.f 21.11.2024 due to his personal reasons.

Further the Board on the basis of the recommendation of the Nomination and Remuneration Committee, at its meeting
held on February 13, 2025, approved the appointment of Mr. Mohd Sagir, a qualified Company Secretary, having Fellow
Membership No. FCS 11061 of the Institute of Company Secretaries of India, as the Company Secretary & Compliance
Officer of the Company.

During the year under review, Mr. Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Mr. Mohd Sagir,
Company Secretary, continue to be the key managerial personnel of your Company, in accordance with the provisions
of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act, as on March 31, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of the Act, read with the schedules and rules issued thereunder as well
as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI Listing Regulations (including any statutory modification(s)
or re-enactment(s) thereof for the time being in force) and that they are independent of management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, 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.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

The Independent Directors of the Company have registered themselves with the data bank maintained by the Indian
Institute of Corporate Affairs (IICA).

In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules,
2014, all Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment
test conducted by the IICA.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder, and the
SEBI Listing Regulations and are independent of the management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

As per Regulation 25(7) of the SEBI Listing Regulations, the Independent Directors of the Company need to be imparted
with familiarisation programme.

The familiarisation programme aims at making the Independent Directors of the Company familiar with the business and
operations of the Company through various structured familiarisation Programmes.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities
in the Company and related matters are put up on the website of the Company at given weblink

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, information relating to percentage increase in remuneration, ratio of remuneration of
each Director and Key Managerial Personnel to the median of employees'' remuneration etc. is annexed as Annexure - B
to this Report.

The details of remuneration of top 10 employees of the Company as required to be disclosed under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report.

Further, pursuant to second proviso to Section 136(1) of the Act, this Report is being sent to the members excluding the
said Information.

Any member interested in obtaining a copy of the same may write to the Company Secretary & Compliance Officer at
[e-mail].

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or
re- enactment(s) thereof for the time being in force).

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

The Whole-time Director cum Chief Financial Officer of your Company does not receive remuneration or commission from
any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination & Remuneration
Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration
of the Directors including criteria for determining qualifications, positive attributes, and independence of a director, Key
Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors
and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of the Company.

The detailed Policy is available on the Company''s website at given weblink and the salient aspects covered in the
Remuneration Policy have been outlined in the Corporate Governance Report, which forms part of this Report.

During the year under review, there was no change in the Remuneration Policy, except to the extent required to be aligned
with the changes in the statutory provisions.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act read with relevant rules issued thereunder and the Master Circular issued by SEBI on
November 11, 2024, Regulation 17(10) of the SEBI Listing Regulations the NRC have evaluated the effectiveness of the
Board / committees / directors for the financial year 2024-25

Further, the Board of Directors has also evaluated the performance of Independent Directors as required under Regulation
17 of the SEBI Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance
Report which forms part of this Report.

BOARD AND COMMITTEE MEETINGS

Four meetings of the Board of Directors were held during the FY25.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed
under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of
this Annual Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV to the Act and Regulation 25 of the SEBI Listing Regulations, a separate meeting
of the Independent Directors was held on March 29, 2025 for FY25.

The meeting of the Independent Directors was attended by all the 03 (three) independent directors, namely, Mr. Aasheesh
Verma, Mr. Sarvdeep Garg, and Ms. Mansi Gupta.

BOARD COMMITTEES

The provisions of the Act and the SEBI Listing Regulations, have prescribed and mandated forming of committees of the
Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Act, the Board has formed an Audit Committee. The details of which have been
disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Act, has formed the Nomination & Remuneration Committee (NRC).
The details are disclosed in the Corporate Governance Report.

C. Stakeholders'' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Act, constituted Stakeholders'' Relationship
Committee (SRC). The details of which have been disclosed in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI Listing Regulations, the Board has framed a Risk Management Committee
(RMC). The details of which have been disclosed in the Corporate Governance Report.

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the
Committees held during the FY25 and attendance of the members at each committee meeting, are provided in the
Corporate Governance Report which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, the Directors confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March
31, 2025 and of the profit of the Company for the financial year ended March 31, 2025;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(d) the Directors had prepared the annual accounts on a ''going concern'' basis;

(e) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

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

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors & their Report

M/s SGN & Co, Chartered Accountants (Firm Registration Number: 134565W) (“SGN”) were appointed as the statutory
auditor of the Company for a term of five consecutive years at the 36^th Annual General Meeting of the Company for auditing
accounts of the Company from the financial year 2021-22 to 2025-26.

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

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12)
of the Act.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (as amended or re-enacted from time to time), your Company has appointed M/s MZ & Associates,
Company Secretaries for conducting the Secretarial Audit of your Company for FY25.

The Secretarial Audit Report in prescribed form MR-3, issued by the Secretarial Auditor is annexed herewith as Annexure
- C to this Report. Further, as required under Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report
of nexG Devices Private Limited, material subsidiary of the Company is also annexed herewith as Annexure - C-1 to this
Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark for FY25.

Further, in terms of Regulation 24A of the SEBI Listing Regulations, with effect from April 01, 2025, the Company is
required to appoint a practicing company secretary for not more than one term of five consecutive years or a firm of
practicing company secretaries for not more than two terms of five consecutive years, as a secretarial auditor, with the
approval of the members at its AGM and such secretarial auditor must be a peer reviewed company secretary and should
not have incurred any of the disqualifications as specified under the SEBI Listing Regulations.

Further, as per the said Regulation, any association of the individual or the firm as the secretarial auditors of the Company
before March 31, 2025 shall not be considered for the purpose of calculating the tenure of the secretarial auditors.

Taking into account the above requirements, the Board, on the recommendation of the Audit Committee, has approved
the appointment of M/s MZ & Associates, Firm of Company Secretaries in Practice, (Firm Registration Number:
P2014DE040000), who is peer-reviewed and holds a valid Peer Review Certificate issued by the Institute of Company
Secretaries of India (ICSI), bearing Peer Review No. 6995/2025, as the Secretarial Auditor of the Company for a term of
05 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, subject to
the approval of the members at the ensuing AGM of the Company.

The Company has received a written consent from the secretarial auditor that the appointment, if approved, will be in
accordance with the applicable provisions of the SEBI Listing Regulations, Act and rules framed thereunder. Further, the
Secretarial Auditor has confirmed that they are not disqualified to be appointed as the secretarial auditor of the Company.

Cost Records and Cost Audit

The Company is not required to maintain cost accounts and records as specified by the Central Government under sub¬
section (1) of Section 148 of the Act and the relevant rules made thereunder.

Further, the Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for
the business activities carried out by the Company.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3)
of the Act, read with Section 134(3)(a) of the Act, is available on the Company''s website at given weblink.

Further, the Annual Return (i.e. e-form MGT-7) for the FY25 shall be filed by the Company with the Registrar of Companies,
Mumbai, Maharashtra, within the stipulated period and the same can also be accessed thereafter on the Company''s
website at http://www.mmwlindia.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and amendment to the SEBI Listing Regulations, your Company has formulated
a ''Policy on Related Party Transactions'', which is also available on the Company''s website at given weblink. The Policy
intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the
Company and Related Parties.

All related party transactions and subsequent material modifications are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for related party transactions on a quarterly basis for transactions which are
of repetitive nature and/ or entered in the ordinary course of business and are at arm''s length.

All related party transactions are subjected to independent review by a reputable accounting firm to establish compliance
with the requirements of related party transactions under the Act and the SEBI Listing Regulations.

All related party transactions entered during the year were on an ordinary course of the business and at arm''s length basis.

No material related party transactions, as per the materiality threshold adopted by the Board of Directors, were entered
during the year by your Company. Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note
- 34 to the standalone financial statements forming part of this Annual Report.

There are no transactions with the person(s) or entities forming part of the promoter(s) / promoter(s) group, which individually
hold 10% or more shareholding in the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of
Board and its Powers) Rules, 2014, are as follows:

Amounts outstanding as at March 31, 2025:

Particulars	(R in Lakh)
Loans given	NIL
Guarantees given	23,200
Investments made	15,088.27

Loans, Guarantees and Investments made during FY25:

Name of Entity	Relation	Amount (R in Lakh)	Particulars of Loans, Guaranteesand Investments	Purpose for which the Loans, Guarantees and Investments are proposed to be utilized
nexG Devices Private Limited (nexG)	Subsidiary under Section 2(87) of the Act.	3,000.00	incremental corporate guarantee	Corporate Guarantee in favour of Kotak Mahindra Bank Limited on behalf of nexG Devices Private Limited,a subsidiary of the Company, for carrying out and enhancing the operations and business activities.

As on March 31, 2025, Outstanding Corporate guarantee to nexG was f 232 Crore.

For mote details, Please refer note No. 31 to standalone financial Statements for FY25 of the Company.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance
with the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations.

The Company through this Policy envisages to encourage the directors and employees of the Company to report to the
appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds
or violation of the Company''s Code of Conduct for Directors and Senior Management Personnel.

During the FY25, no complaint was received, and no individual was denied access to the Audit Committee for reporting
concerns, if any.

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s website at given weblink

Brief details of establishment of Vigil Mechanism in the Company is also provided in the Corporate Governance Report
which forms part of this Report.

SIGNIFICANT DEVELOPMENTS

There were no significant developments during the year under review.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and
Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well
as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31^st March, 2025, 99.99% of the
Company''s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020.

LISTING

The equity shares of your Company are presently listed on the BSE Limited (''BSE''). The Company''s shares are frequently
traded on BSE. The Company has paid annual listing fee for FY26 to BSE.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The compliance with the provisions relating to the Maternity Benefit Act, 1961 are not applicable.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated
under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your
Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	Financial Year Ended	Financial Year Ended
	31.03.2025	31.03.2024
Foreign exchange earned in terms of actual inflows	NIL	NIL
Foreign exchange outgo in terms of actual outflows	NIL	NIL

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the FY25.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Company does not fall in the ambit of limit in respect of Corporate Social Responsibility.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as the Company is having
less than 10 employees.

The Company did not receive any complaint of sexual harassment at workplace during the year under review.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) Your Company does not have any ESOP scheme for its employees/directors.

c) The requirement to disclose the details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable during the year under review.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Act (including the rules
made thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

REPORTING PERIOD

The Financial Information is reported for the period April 01, 2024 to March 31, 2025. Some parts of the Non-Financial
Information included in this Board''s Report are provided as on the date of this Report.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations
or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that would make a difference to the
Company''s operations include demand supply conditions, changes in government regulations, tax regimes and economic
developments within the Country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and
employees of the Company for their co-operation and assistance.

For and on behalf of the Board

Sandeep Jairath Chhattar Kumar Goushal

Whole-time Director (Director)

Place : Gurugram Cum Chief Financial Officer (DIN : 01187644)

Date : August 13, 2025 (DIN : 05300460)

---

Mar 31, 2024

Your directors have pleasure in presenting the 39^th Annual Report and Financial Statements (Standalone & Consolidated) for the financial year ended 31st March, 2024

FINANCIAL HIGHLIGHTS

The Company''s Standalone and Consolidated Financial Performance during the year ended 31st March, 2024 as compared to the previous year''s is summarized as below:

(? in Lakhs)
PARTICULARS	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Gross Sales and Services	305.30	330	141530.01	94676.62
Other Income	118.35	69.63	464.24	161.73
Profit/(Loss) before depreciation, finance charges & taxation	162.61	97.26	1865.05	1303.77
Less: Depreciation & Amortization expenses	24.25	11.73	72.39	158.13
Less: Finance Charges	5.90	4.43	881.39	681.36
Profit before Exceptional items and Tax	132.46	81.10	911.27	464.28
Less: Exceptional items	-	-	-	-
Profit/(Loss) before taxes	132.46	81.10	911.27	464.28
Less: Tax Expenses
Current tax	5.83	5.34	193.49	225.95
Deferred tax	(1.90)	2.01	(13.51)	(3.58)
Income Tax for Earlier Years	-	5.75	0.17	5.77
Profit/ (Loss) for the year after tax	128.53	68.00	704.10	236.14

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries for the financial year ended 31st March, 2024, are prepared in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 ("Act"), read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

TRANSFER TO RESERVE

Your Board of Directors has decided to retain the entire amount of profits for FY24 except 20% (twenty percent) of the profit, which is transferred to Reserve Fund under Section 45-IC of the RBI Act, 1934 and has not transferred any amount to the General Reserves, during the year under review.

DIVIDEND

Your Board of Directors has not recommended any dividend for the year on equity share capital, with a view to conserve resources and to plough back the profits to strengthen the working capital of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, top 1000 listed companies based on the market capitalization, shall formulate a Dividend Distribution Policy.

Accordingly, the Policy has been adopted by the Board of Directors of the Company setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders and/ or retaining profits earned by the Company.

The Dividend Distribution Policy is available on the Company''s website at https://mmwlindia.com/PDF/MMWL Dividend Policy.pdf

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA) FINANCIAL REVIEW

The Company''s revenue on standalone basis during FY23-24 stood at ?305.30 Lakhs as against the revenue of ?330 Lakhs in the previous financial year ended 2023.

During the year under review, the Company has earned profit of R128.53 Lakhs as compared to the profit of R68 Lakhs for the previous financial year ended 2023 on standalone basis.

The Consolidated revenue during FY24 stood at ^1,41,530.01 Lakhs as against the consolidated revenue of R94,676.62 Lakhs in the previous financial year ended 2023.

During the year under review, the Company has earned a profit of R704.10 Lakhs as compared to profit of R236.14 Lakhs in the previous year ended 2023 on consolidated basis.

KEY FINANCIAL RATIOS

Particulars	Standalone
Ratios	FY 2023-24	FY 2022-23
Debtors Turnover	NA	NA
Inventory Turnover	NA	NA
Interest Coverage Ratio	NA	NA
Current Ratio	0.26	0.22
Debt Equity Ratio	NA	NA
*Operating Profit Margin (%)	45.32	24.16
*Net Profit Margin (%)	42.10	20.61
Net Worth (In R)	14886.19 Lakhs	14758.16 Lakhs

* Operating Profit and Net Profit margin has been improved due to reductuion in office renewal expenses under head repair & maintenance.

SHARE CAPITAL

As on 31st March, 2024, the Authorized Share Capital of your Company stood at R150 Crores (Rupees One Hundred Fifty Crores only) divided into 150 Crores equity shares of face value of R1/- (Rupee One) each.

PAID-UP SHARE CAPITAL

During the financial year 2023-24, the paid up equity share capital of the Company stood at R1,13,27,42,219 (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 1,13,27,42,219 Equity Shares of R 1/- each.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES

Media Matrix Worldwide Limited is a B2B Distribution & Other Services player providing niche and differentiated offerings through its subsidiary, to help clients towards consistent high performance, revenue optimization, enhanced end-user experience and growth.

MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India.

Mobile Handset Market Overview

According to the International Data Corporation ''s (IDC) Worldwide Quarterly Mobile Phone Tracker, India''s smartphone market shipped 146 million smartphones in calendar year 2023, with a nominal 1% growth YoY (year-over-year). The second half of the year grew by 11% YoY, compensating for the sharp 10% decline in the first half. 4Q23 grew by 26% YoY with shipments of 37 million units, as the second half of the quarter saw stronger than expected shipments with several new model launches

Consumer demand remained stressed, leading to excess inventory levels across channels despite price corrections and schemes by the vendors. At the same time, the ASP (average selling price) hit a record of US$255, rising 14% YoY in calendar year 2023. This also marks the third consecutive year of double-digit ASP growth restricting smartphone market recovery. The high ASP can be attributed to the increasing share of the premium-segment (US$600 ) from 6% in calendar year 2022 to 10% in 2023, along with a rapid uptake in 5G shipments to a record 55% share.

In spite of the negligible growth (1%) in the smartphone market in the calender year 2023, nexG Devices with its robust distribution and logistics network had achieved growth of 49% in its turnover in the financial year 2023-24 as compared to financial year 2022-23.

Key Highlights Market Share of top 10 brands (source IDC)
Brands	2022 Market Share	2023 Market Share	Year-over-Year unit change
1. Samsung	18.1%	17.0%	-5.3%
2. Vivo	14.1%	15.2%	8.2%
3. Realme	14.5%	12.5%	-12.9%
4. Ziaomi	17.8%	12.4%	-29.6%
5. Oppo	11.9%	10.3%	-12.2%
6. Apple	4.6%	6.4%	38.6%
7. Oneplus	4.1%	6.1%	48.7%
8. Poco	3.2%	4.9%	54.2%
9. Infinix	2.3%	3.1%	39.8%
10. Tecno	2.4%	2.9%	19.9%
11. Others	7.0%	9.2%	33.0%
Total	100%	100%	100%

Feature Phone Segment

After declining for four consecutive years, 61 million feature phones shipped, growing by 8% YoY While Samsung exited the feature phone segment, Transsion continued to lead, followed by Lava. The entry of Reliance Jio''s new 4G feature phone fueled growth in second half of calendar year 2023.

Key Smartphone Market Highlights

Shipments to online channels dropped by 6% and its share dropped to 49% in calendar year 2023, down from 53% in calendar year 2022. Offline channel shipments grew by 8% YoY as vendors strengthened their retail presence with lucrative premium offerings as well as an expansion into smaller towns and cities.

Price segment details

• Shipments to the mass budget (US$100

• The entry-premium (US$200

• The premium segment (US$600

Brand performance

• Apple had a stellar year, finishing at 9 million units, despite having the highest ASP of US$940. This was led by previous generation iPhone models and its push for local manufacturing. Its iPhone 13/14 were amongst the Top 5 shipped models annually.

• As a brand, Samsung remained in the leadership position, with a record high ASP of US$338, although with a 5% shipment decline YoY Its Galaxy A14 was the highest shipped device of calendar year 2023.

• vivo (excluding iQOO) climbed to the second slot as shipments and ASPs both grew by 8% and 9% respectively. It was the only brand to register growth amongst the top five brands.

• Realme, despite facing challenges in the beginning of the year, maintained its third position, led by affordable launches. Future Market Outlook

“IDC estimates a flat to low single digit annual growth in calendar year 2024, primarily led by upgraders in (US$200

OPPORTUNITIES AND OUTLOOK

The strategy of Company and/or its subsidiaries has been towards investing in the new technologies, Media Businesses and other Business investments. It is also into Distribution of various products including imports related to Mobile, Audio segment, Consumer Electronics in both Offline and Online channels. The Company is expecting to have substantial growth over the next few years on account of rising demand of digital technology from offline and e-commerce businesses. The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve the above

THREAT, RISKS & CONCERN

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the international as well as domestic players and within domestic industry from both the organized and unorganized players However, no player in the industry is an integrated player.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal financial controls are commensurate with the nature of its business, the size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

The Company has appointed M/s Sunder Sharma & Company, Chartered Accountants to oversee and carry out internal audit of activities of the Company.

The Audit Committee also reviews reports submitted by internal auditors on periodic basis. The Audit Committee also meets Company''s statutory auditors to ascertain, inter-alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations, if any, periodically.

Your Board is of the opinion that the Internal Financial Controls, affecting the Financial Statements of your Company are adequate and are operating effectively.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

MMWL considers employees as the most valued asset, who are at the core of the business.

The Company has 04 (Four) personnel on its payroll as on 31st March, 2024.

OUR SUBSIDIARIES

NEXG DEVICES PRIVATE LIMITED (NDPL)

Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of time it has established a nationwide network to handle the distribution business all over India.

NDPL is currently doing business with VIVO, Xiaomi, Realme, TECNO and ITEL mobile brands to distribute mobile handsets to LFRs (Large Format Retail outlets) across the Country. NDPL has also entered in Audio segment and is doing business with HARMAN for distribution of their brand “JBL” in modern trade. NDPL has also ventured into the segment of consumer electronics market through brand AKAI and AIWA.

NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution expertise across the Country

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be undertaken by us jointly or severally.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Hereinafter referred to as “SEBI Listing Regulations”) are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of this Annual Report.

A certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance as stipulated in SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the Annual Report.

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2023-24 are prepared in accordance with the provision of the Act, read with the rules issued thereunder, Accounting Standard AS -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial Reporting of Interests in Joint Ventures and the provisions of the SEBI Listing Regulations. The Audited Consolidated Financial Statements are provided in this Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Act.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (“AGM”) as required under Section 136 of the Act.

Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area, Gurugram-122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

The Company has adopted a ''Policy for determining Material Subsidiaries'' as per requirements stipulated in Explanation to Regulation 16(1)(c) of the SEBI Listing Regulations.

The said policy may be accessed on the website of the Company at

https://mmwlindia.com/PDF/PDF 17-Mar-22/Policv%20for%20determinina%20material%20subsidiaries.pdf The Company has one material subsidiary company viz. nexG Devices Private Limited as on 31st March, 2024.

FIXED DEPOSITS

During the financial year 2023-24, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits which are not in compliance with the Chapter V of the Act is not applicable.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the SEBI Listing Regulations. The salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Annual report.

The Whole-time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.

The information required under Section 197 of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors/employees of the Company and a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in “Annexure - A” to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or reenactments) thereof for the time being in force).

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

The Whole-time Director cum Chief Financial Officer of the Company does not receive remuneration or commission from any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors including criteria for determining qualifications, positive attributes, and independence of a Directors, Key Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of the Company.

The detailed Policy is available on the Company''s website at https://mmwlindia.com/PDF/CorporateGovernance/ Remuneration%20Policy.pdf and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RE-APPOINTMENTS/ RESIGNATIONS

Your Company at its 38^th Annual General Meeting (AGM) held on 29th September, 2023 has appointed Shri Aasheesh Verma as an Independent Director not liable to retire by rotation for second term of 05 (five) consecutive years w.e.f. 13th August, 2023 till 12th August, 2028, pursuant to Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

Your Company through Postal Ballot dated 26th April, 2023 has appointed Shri Sarvdeep Garg as an Independent Director to hold office for the first term of 5 (five) consecutive years w.e.f. 26th April, 2023 to 25th April, 2028, and Smt. Mansi Gupta as an Independent Director to hold office for second term of 5 (five) consecutive years w.e.f. 27th March, 2023 to 26th March, 2028, pursuant to Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

Further, Shri C K Ghoushal, Director (DIN 01187644) of the Company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of Association and being eligible offers himself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. A brief resume of Shri C K Ghoushal and other related information has been detailed in the Notice convening the 39th AGM of your Company.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March, 2024, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Shri Gurvinder Singh Monga, Company Secretary continue to be the Key Managerial Personnel of your Company, in accordance with the provisions of Sections 2(51) and 203 of the Act and Rules made thereunder.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link: https://mmwlindia.com/PDF/ mmwl pdf/MMWL Familiarisation Prog.ID.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Act, read with the rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and SEBI Listing Regulations, the Nomination and Remuneration Committee/Committee of Independent Directors have evaluated the effectiveness of the Board/Committee/ Directors for the financial year 2023-24.

Further, the Board of Directors has also evaluated the performance of Independent Directors as required under Regulation 17 of the SEBI Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

06 (six) meetings of the Board of Directors were held during the financial year 2023-24.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of this Annual Report.

COMMITTEE

The provisions of the Act and the SEBI Listing Regulations have prescribed and mandated forming of committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company.

Accordingly, the committees formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Act, read with Regulation 18 of the SEBI Listing Regulations, the Board has formed an Audit Committee. The details of which have been disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations has formed the Nomination and Remuneration Committee. The details are disclosed in the Corporate Governance Report.

C. Stakeholders'' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013, read with Regulation 20 of the SEBI Listing Regulations, constituted Stakeholder Relationship Committee. The details of which have been disclosed in detail in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI Listing Regulations, the Board has framed a Risk Management Committee. The details of which have been disclosed in the Corporate Governance Report.

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the committees held during the financial year 2023-24 and attendance of the members at each committee meeting, are provided in the Corporate Governance Report which forms part of this Annual Report.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Act, read with the Schedules and rules issued thereunder as well as Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors of the Company 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.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and the SEBI Listing Regulations and are independent of the management.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the financial year ended 31st March, 2024;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

AUDITORS AND AUDITORS'' REPORT

M/s SGN & CO, Chartered Accountants (Firm registration number: 134565W), (“SGN”) were appointed as Statutory Auditor of the Company for a term of 5 (five) consecutive years at the 36th Annual General Meeting of the Company for auditing accounts of the Company from the financial year 2021-2022 to 2025-2026.

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

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company.

The Secretarial Audit Report is annexed herewith as “Annexure - B” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further as per Regulation 24A of the SEBI Listing Regulation, the Secretarial Audit Report of Shri Kanwaljit Singh Thanewal, Practising Company Scretary, FCS No. 5901, C P No. 5870, nexG Devices Private Limited, a material subsidiary is annexed as "Annexure - C".

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024, in prescribed e-form MGT-7 in accordance with Section 92(3) of the Act, read with Section 134(3)(a) of the Act, is available on the Company''s website at https://mmwlindia.com/PDF/ Form%20MGT%207%20Website-2024.pdf

Further, the Annual Return (i.e. e-form MGT-7) for the FY24 shall be filed by the Company with the Registrar of Companies, Mumbai Maharashtra, within the stipulated period.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and amendment to the SEBI Listing Regulations, your Company has formulated a ''Policy on Related Party Transactions'', which is also available on the Company''s website at https://mmwlindia.com/PDF/ MMWL-Related-partv-transactions-policv.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the Related Parties.

All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at arm''s length.

All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act, and SEBI Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. No Material Related Party Transactions, as per the materiality threshold adopted by the Board of Directors, were entered by the company during the year under review.

Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note No.- 43(2) to the standalone financial statements forming part of this Annual Report.

There are no transactions with the person(s) or entities forming part of the Promoter(s) / Promoter(s) Group, which individually hold 10% or more shareholding in the Company.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2024

Particulars	( ? in Lakhs)
Loans given	NIL
Guarantees given	20200
Investments made	14882.02

Loans, Guarantees and Investments made during the financial year 2023-24:
Name of Entity	Relation	Amount ( fin Lakhs)	Particulars of Loans, Guarantees and Investments	Purpose for which the Loans,Guarantees and Investments are proposed to be utilized
nexG Devices Private Limited	Subsidiary under Section2(87) of the Companies Act, 2013	4000.00	Guarantee	Corporate Guarantee in favour of Yes Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, as a collateral security for various credit facilities sanctioned by the lenders of nexG Devices Private Limited.
nexG Devices Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	5000.00	Guarantee	Corporate Guarantee in favour of Kotak Mahindra Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, as a collateral security for various credit facilities sanctioned by the lenders of nexG Devices Private Limited.

VIGIL MECHANISM/ WHISTLE-BLOWER POLICY

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Company through this Policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company''s Code of Conduct for Directors and Senior Management Personnel.

During the financial year 2023-24, no complaint was received and no individual was denied access to the Audit Committee for reporting concerns, if any.

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s website at the link: https:// mmwlindia.com/PDF/investors/Whisle-Blower-Policy.pdf

Brief details of establishment of Vigil Mechanism in the Company, is also provided in the Corporate Governance Report which forms part of this Report.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2024, 99.99% of the Company''s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company''s shares are frequently traded on BSE Limited.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	Financial Year Ended 31.03.2024	Financial Year Ended 31.03.2023
Foreign exchange earned in terms of actual inflows	NIL	NIL
Foreign exchange outgo in terms of actual outflows	NIL	NIL

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year and date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024.

Corporate Social Responsibility

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company does not fall in the ambit of limit in respect of Corporate Social Responsibility.

Prevention of Sexual Harassment at workplace

The provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company as the Company is having less than 10 employees. The Company did not receive any complaint of sexual harassment at workplace during the year under review.

Cost Records and Cost Audit

The Company is not required to maintain cost accounts and records as specified by the Central Government under subsection (1) of Section 148 of the Act and the relevant rules made thereunder. Further, the Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for the business activities carried out by the Company.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors

c) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

d) . The requirement to disclose the details of difference between amount of the valuation done at the time of onetime

settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the year under review.

e) The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

REPORTING PRINCIPLE

The Financial and Statutory Data presented in this Report is in line with the requirements of the Act (including the rules made thereunder), Indian Accounting Standards (Ind AS) and the Secretarial Standards (SS).

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

---

Mar 31, 2023

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report and Financial Statements (Standalone & Consolidated)
for the financial year ended 31st March, 2023

FINANCIAL HIGHLIGHTS

The Company''s Standalone and Consolidated Financial Performance during the year ended 31st March, 2023 as compared
to the previous year''s is summarized as below:

PARTICULARS	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Gross Sales and Services	3,30,00,000	3,25,00,000	9,46,76,62,000	5,81,54,34,000
Other Income	69,63,000	48,34,706	1,61,73,000	6,53,88,000
Profit/(Loss) before depreciation, finance charges and taxation	97,26,000	60,08,489	13,03,77,000	9,72,07,106
Less: Depreciation & Amortisation expenses	11,73,000	5,36,906	1,58,13,000	1,74,40,077
Less: Finance Charges	4,43,000	1,91,025	6,81,36,000	3,52,65,216
Profit before Exceptional items and Tax	81,10,000	52,80,558	4,64,28,000	4,45,01,813
Less: Exceptional items	-	-	-	-
Profit/(Loss) before taxes	81,10,000	52,80,558	4,64,28,000	4,45,01,813
Less: Tax Expenses
Current tax	5,34,000	3,70,675	2,25,95,000	2,07,14,692
Deferred tax	2,01,000	55,339	(3,58,000)	(5,95,900)
Income Tax for Earlier Years	5,75,000	-	5,77,000	2,56,272
Profit/ (Loss) for the year after tax	68,00,000	48,54,411	2,36,14,000	2,41,26,749

INDIAN ACCOUNTING STANDARDS (IND-AS)

Financial Statements of your Company and its subsidiaries for the financial year ended 31st March, 2023, are prepared
in accordance with Indian Accounting Standards (Ind-AS), as notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for the FY23 except the 20 percent of the profit
transfer to Reserve Fund U/s 45-IC of the RBI Act, 1934 and remaining amount has been transferred to the Retained
Earnings and has not transferred any amount to the General Reserves, during the year under review.

DIVIDEND

Your Board of Directors has not recommended any dividend on Equity Share Capital for the year under review with a view
to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2023 and to strengthen the
working capital of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2021, top 1000 listed companies based on the market capitalization, shall formulate a
Dividend Distribution Policy.

Accordingly, the Policy has been adopted by the Board of Directors of the Company setting out the parameters and
circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders
and/ or retaining profits earned by the Company.

The Dividend Distribution Policy is available on the Company’s website at https://mmwlindia.com/PDF/MMWL Dividend Policv.pdf

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)FINANCIAL REVIEW

The Company had a revenue of the Company of Rs.3,30,00,000/- during the financial year ended 2022-2023. During
the financial year ended 31st March, 2023, the Company has earned profit of Rs.68,00,000/- as compared to the profit
of Rs.48,54,000/- for the previous financial year ended 2022 on standalone basis. The Consolidated revenue during
the financial year ended 31st March, 2023 stood at Rs.9,46,76,62,000/- as against the Consolidated revenue of
Rs.5,81,54,34,000/- in the previous financial year ended 31st March, 2022. During the financial year ended 31st March,
2023, the Company has earned a profit of Rs.2,36,14,000/- as compared to profit of Rs.2,41,27,000/- in the previous year
ended 31st March, 2022 on consolidated basis.

Particulars	Standalone
Ratios	FY 2022-23	FY 2021-22
Debtors Turnover	NA	NA
Inventory Turnover	NA	NA
Interest Coverage Ratio	NA	NA
Current Ratio	0.22	1.33
Debt Equity Ratio	NA	NA
Operating Profit Margin (%)	24.16	16.84
Net Profit Margin (%)	20.61	14.94
Net Worth (In Rs.)	1,47,58,16,000	1,46,85,48,185

SHARE CAPITAL

As on 31st March, 2023, the Authorized Share Capital of your Company stood at Rs.150 Crores (Rupees One Hundred
Fifty Crores only) divided into 150 Crores equity shares of face value of Rs.1/- (Rupee One) each.

PAID-UP SHARE CAPITAL

During the financial year 2022-23, the paid up equity share capital of the Company stood at Rs.1,13,27,42,219 (Rupees One
Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 1,13,27,42,219
Equity Shares of Re.1/- each.

industry OVERVIEW FOR THE company & ITS SUBSIDIARIES

Media Matrix Worldwide Limited is a B2B Value Added Services player providing niche and differentiated offerings to help
clients towards consistent high performance, revenue optimization, enhanced end-user experience and growth.

MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets
business in India.

Mobile Handset Market Overview

According to CyberMedia Research (CMR)''s India Mobile Handset Market Review Report for Q1 2023 released on May,
2023, the 5G smartphone shipment share in India increased to 41%, with 5G smartphone shipments growing 14% YoY.
India''s 5G smartphone momentum continued through Q1 2023 with 34 new 5G launches. Samsung led the 5G smartphone
market in India with a 23% market share, followed by Apple with a 17% market share. During Q1 2023, India''s smartphone
market shipments declined 21% YoY, while the overall mobile market in India declined 20% YoY

The decline in smartphone shipments during Q1 2023 marks the first ever Q1 decline since 2019 and is attributed to
extended inventory, weakened demand, and inflation. The overall feature phone segment declined by 19% YoY, driven by
muted demand and an increase in feature phone to smartphone upgrades. 5G smartphone shipments are all set to surpass
the cumulative 4G smartphone shipments done in CY2022.

Smartphone Segment

India''s smartphone shipments declined 9% YoY to reach over 152 million units in 2022, according to the latest research
from Counterpoint''s Market Monitor service. The YoY decline, which is the second ever in India''s smartphone market, can
be attributed to the decline in entry-level and budget segments which faced supply constraints at the beginning of the year
and then witnessed lower demand throughout the year. However, the premium segment continued to rise and captured a
double-digit share for the first time, leading to growth in retail ASP. Counterpoint said, we believe that the inventory and
demand situation will continue to affect the market in the first half of 2023 before improving in the latter half driven by the
festive season and upgrades to 5G devices.”

In spite of the overall decline in the smartphone market in the calender year 2022, nexG Devices with its robust distribution
and logistics network had achieved growth of 59% in its turnover in the year 2022 as compared to year 2021.

Feature Phone Segment

The overall feature phone segment declined by 34% YoY, driven by the weak consumer sentiment, owing to high device
prices. Both 2G and 4G feature phone segment declined by 30% and 57% YoY respectively.

Q1 2022: Key Smartphone Market Highlights

Samsung held the top spot in the smartphone market with a 20% market share. The company was also the leader in the
5G smartphone segment with a 23% share, and its 5G shipments increased by 16% YoY. Furthermore, Samsung led the
Premium smartphone segment (INR 25,000-INR 50,000) with a 24% share.

Vivo secured the second spot with a 17% market share thanks to its robust channel marketing. Its 5G smartphone shipments
were largely driven by the vivo Y75 5G, vivo T1 and vivo V23E models, accounting for 42% of its total 5G shipments.

Xiaomi slipped to the third position in the smartphone leaderboard with a 16% share, mainly due to the stock build-up and
muted demand. Redmi A1, Redmi 10A and Redmi 10 (2022) were the top three models. Xiaomi''s sub-brand, Poco saw
a 4% YoY decline in its shipments.

OPPO secured the fourth position with a market share of 10%. Its top three shipped models were the OPPO A16k, OPPO
A16e, and OPPO A76.

Realme held the fifth position with a market share of 9%, and its shipments saw a YoY decline of 55%. The top three
models shipped by Realme were Realme C33, Realme 10 Pro, and Realme C55.

OnePlus recorded a 39% YoY growth in smartphone shipments, with the OnePlus Nord CE 2 Lite and Nord CE 2

models accounted for 69% of its 5G smartphone shipments.

Apple maintained its steady growth with a 7% market share in the smartphone market in Q1 2023, recording a significant
YoY increase of 67% in its shipments.

Transsion Group brands (Itel, Infinix and Tecno) overall (Smartphone Feature Phone) shipments increased by 9% YoY.
Future Market Outlook

According to CMR''s estimates, market conditions are expected to remain moderate with muted growth in Q2 2023.
Smartphone shipments for the entire year are projected to grow in single digits YoY.

According to CyberMedia Research (CMR), “The smartphone market is expected to bounce back in H2 2023, especially
in the run-up to the festive season. All said the smartphone market is going to post muted growth. The overall foldable
smartphone shipments grew 125% YoY in Q1 2023. This growth in the foldable smartphone market will bolster the overall
smartphone market in CY2023 and beyond.”

OPPORTUNITIES AND OUTLOOK

The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies
related to Mobile on account of rising demand for data services/solution in 4G era and now future technologies of 5G, and
making investments in next generation businesses including Contents, Telecom and Media businesses which are expected
to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses.
The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve
the above.

THREAT, RISKS & CONCERN

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the
international as well as domestic players and within domestic industry from both the organized and unorganized players.
However, no player in the industry is an integrated player.

OUR SUBSIDIARIESNEXG DEVICES PRIVATE LIMITED (NDPL)

Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL
has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL
has marketing offices and warehouses located at various cities in India and over a period of time it has established a
nationwide network to handle the distribution business all over India.

With the launch of 4G services, mainly by Reliance Jio, this market has expanded very fast and is going to expand manifold
in future as well and will have more opportunities for NDPL, having a strong presence with warehouses across the country.

NDPL is currently doing business with VIVO, Xiaomi, TECNO and ITEL mobile brands to distribute mobile handsets to
LFRs (Large Format Retail outlets) across the Country. NDPL has also entered in Audio segment and is doing business
with HARMAN for distribution of their brand “Infinity” in general trade and it brand JBL in modern trade. NDPL has also
ventured into the segment of consumer electronics market through brand AKAI and AIWA.

NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution
expertise across the country

MEDIA MATRIX ENTERPRISES PRIVATE LIMITED (MMEPL)

Media Matrix Enterprises Private Limited is engaged in business of making investments in existing/new projects to be
undertaken by us jointly or severally.

CORPORATE GOVERNANCE

Your Company is committed to benchmark itself with global standards for providing good corporate governance. Your Board
constantly endeavors to take the business forward in such a way that it maximizes long term value for the stakeholders. The
Company has put in place an effective corporate governance system which ensures that the provisions of The Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) regulation, 2015 (Hereinafter referred to as
Listing Regulations) are duly complied with.

A detailed report on the Corporate Governance pursuant to the requirements of the SEBI Listing Regulations forms part of
this Annual Report.

A Certificate from the Secretarial Auditor of the Company, confirming compliance of conditions of corporate governance
as stipulated in SEBI Listing Regulations, is provided in the Report on Corporate Governance which forms part of the
Corporate Governance Report.

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your
Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2022-23 are prepared in accordance
with the provision of the Companies Act, 2013 read with the rules issued thereunder, Accounting Standard AS -21 on
Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial
Reporting of Interests in Joint Ventures and the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”). The
Audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A separate statement in Form AOC-1, containing the salient features of financial statements of all subsidiaries of your
Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions,
if any, of the Companies Act, 2013.

The financial statements of the subsidiary companies and related information are available for inspection by the members
at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013.
Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies
may write to the Company Secretary at Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area,
Gurugram-122001, Haryana and the same shall be sent by post. The financial statements including the consolidated
financial statements and all other documents required to be attached to this report have been uploaded on the website of
the Company i.e. www.mmwlindia.com.

MATERIAL SUBSIDIARIES

The Company has adopted a ''Policy for determining Material Subsidiaries'' as per requirements stipulated in Explanation
to Regulation 16(1)(c) of the SEBI Listing Regulations.

During the year under review, there was no change in the Policy for Determining Material Subsidiaries.

The said policy may be accessed on the website of the Company at

https://mmwlindia.com/PDF/PDF 17-Mar-22/Policv%20for%20determining%20material%20subsidiaries.pdf
The Company has one material subsidiary company viz. nexG Devices Private Limited as on 31st March, 2023.

FIXED DEPOSITS

During the financial year 2022-23, your Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules,
2014. Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of
Deposits which are not in compliance with the Chapter V of the Act is not applicable.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF employees

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in
force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been
outlined in the Corporate Governance Report which forms part of this report.

The Whole-time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company and
a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of
the employees drawing remuneration in excess of the limits set out in said rules are given in “Annexure - A” to this Report.

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with
Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations (including any statutory modification(s) or re¬
enactments) thereof for the time being in force).

DISCLOSURE UNDER SECTION 197(14) OF THE COMPANIES ACT, 2013

The whole-time Director cum Chief Financial Officer of the Company does not receive remuneration or commission from
any of the subsidiaries of the Company.

REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Act and the SEBI Listing Regulations, the Nomination and Remuneration
Committee of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration

of the Directors including criteria for determining qualifications, positive attributes, and independence of a Director, Key
Managerial Personnel, Senior Management Personnel and other employees of your Company.

The NRC Committee has also developed the criteria for determining the qualifications, positive attributes and independence
of Directors and for making payments to Executive and Non-Executive Directors and Senior Management Personnel of
the Company.

The detailed Policy is available on the Company''s website at https://mmwlindia.com/PDF/CorporateGovernance/Remuneration%20Policv.pdf
and the salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report,
which forms part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS

Shri Chhattar Kumar Goushal and Shri Suresh Bohra was appointed as Independent Directors of the Company at the
32nd Annual General Meeting (AGM) held on 29th September, 2017 to hold office for 5 (five) consecutive years upto
the conclusion of 37th AGM of the Company. The term of both of them has come to end on 37^th Annual General Meeting
(AGM). Shri Suresh Bohra ceased to be director from the conclusion of 37^th AGM. Shri Chhattar Kumar Goushal was
appointed as a Non-Executive Director of the Company, liable to retire by rotation w.e.f. the conclusion of Annual General
Meeting held on 29th September, 2022.

Smt. Mansi Gupta was appointed as an Independent Director through postal ballot dated 26^th April, 2023 to hold office for
5 (five) consecutive years for a term commencing w.e.f. 27th March, 2023 to 26th March, 2028 pursuant to Section 149,
152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force).

The Nomination and Remuneration Committee and the Board of Directors at its respective meeting held on 8th August,
2023 has approved reappointment of Mr. Aasheesh Verma (DIN: 08199653) as an Independent Director on the Board of
the Company, not liable to retire by rotation for the second term, for a period of 5 (five) consecutive years w.e.f. 13th August,
2023 to 12th August, 2028, subject to the approval of shareholders of the Company by way of a Special Resolution in the
ensuing Annual General Meeting.

Shri Sarvdeep Garg was appointed as an Independent Director through Postal Ballot dated 26th April, 2023 to hold office
for first term of 5 (five) consecutive years for a term commencing w.e.f. 26th April, 2023 to 25th April, 2028 pursuant to
Section 149, 152 and 160 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and
the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re¬
enactment thereof for the time being in force).

Shri Sunil Batra, Director is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the
Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of
Association of your Company and being eligible offers herself for re-appointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. A brief resume of him
and other related information has been detailed in the Notice convening the 38th AGM of your Company.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March, 2023, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer
and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the
provisions of Section 203 of the Companies Act, 2013 and Rules made thereunder.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act, as on March 31, 2023.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights,
responsibilities in the Company and related matters are put up on the website of the Company at the link:
https://mmwlindia.com/PDF/mmwl pdf/MMWL Familiarisation Prog.ID.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under Regulation 34(2)(f ) of the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part
of this Annual Report.

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, read with the rules issued thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and Listing Regulations, the Nomination and
Remuneration Committee/Committee of Independent Directors have evaluated the effectiveness of the Board/Committee/
Directors for the financial year 2022-23.

Further, the Board of Directors have also evaluated the performance of Independent Directors as required under Regulation
17 of the Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance
Report which forms part of this Report.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

Six meetings of the Board of Directors were held during the financial year 2022-23.

The intervening gap between any two consecutive meetings of the Board was within the stipulated time frame prescribed
under the Act and the SEBI Listing Regulations.

Details of meetings held and attendance of directors are mentioned in Corporate Governance Report, which forms part of
this Report.

COMMITTEE

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures
Requirements), Regulation, 2015 have prescribed and mandated forming of Committees of the Board for efficient working
and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees
formed by the Board are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which have
been disclosed in the Corporate Governance Report.

The Board of Directors of the Company had accepted all the recommendations of the Committee.

B. Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration
Committee. The details are disclosed in the Corporate Governance Report.

C. Stakeholders'' Relationship Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder
Relationship Committee. The details of which have been disclosed in detail in the Corporate Governance report.

D. Risk Management Committee:

Pursuant to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has
framed a Risk Management Committee. The details of which have been disclosed in the Corporate Governance
Report.

The details with respect to the composition, powers, roles, terms of reference, number of meetings etc. of the Committees
held during the financial year 2022-23 and attendance of the Members at each Committee Meeting, are provided in the
Corporate Governance Report which forms part of this Report.

DECLARATION BY THE COMPANY

The Company has issued confirmation to its Directors, confirming that it has not made any default under Section 164(2) of
the Act as on 31st March, 2023.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations,
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.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder and the
SEBI Listing Regulations and are independent of the management.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting
standards and Schedule III to the Companies Act, 2013, have been followed and there are no material departures
from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31st March, 2023 and of the profit of the Company for the financial year ended 31st March, 2023;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

AUDITORS AND AUDITORS'' REPORT

SGN & CO, Chartered Accountants (Firm registration number 134565W) (“SGN”) were appointed as statutory auditor of
the Company for a term of five consecutive years at the 36th Annual General Meeting of the Company for auditing accounts
of the Company from the financial year 2020-2021 to 2024-2025.

The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been
done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of Statutory Auditors at the ensuing AGM and a note in respect of the same has
been included in the Notice convening ensuing AGM.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company
The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12)
of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company
Secretaries to conduct the Secretarial Audit of your Company.

The Secretarial Audit Report is annexed herewith as “Annexure - B” to this Report. The Secretarial Auditor has issued
its Report with following qualification

“During the year under review, BSE Limited has imposed a fine of Rs. 5,42,800/-for non-compliance of Regulation 17(1)
of SEBI (LODR) Regulations, 2015 with respect to the composition of the Board. The Company has fallen short of one
Independent Director in its composition of Board of Directors during the period beginning from 30^th September, 2022 to
9^th February, 2023. Subsequently, the Company at its meeting held on 10^th February, 2023, has designated Mr. Chhattar
Kumar Goushal, non-Executive Director as the Chairman of the Board of Directors of the Company w.e.f 10^th February,
2023 and has also appointed Mr. Sarvdeep Garg as an Independent director w. e.f 26^th April, 2023 and thereby making the
Compliance good on that date.”

Management reply on qualification by statutory auditor.

The Company at its meeting held on 10th February,2023, on the recommendation of Nomination and Remuneration
Committee, has designated Mr. Chhattar Kumar Goushal, non-Executive Director as the Chairman of the Board of Directors
of the Company w.e.f 10th February, 2023. Subsequently the Company has also appointed Mr. Sarvdeep Garg as an
independent director on its Board effective from 26th April, 2023 and hence complying with the requirement of regulations
17(1) of SEBI (LODR) Regulations, 2015

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2022, in prescribed e-form MGT-7 in accordance with Section 92(3)
of the Act, read with Section 134(3)(a) of the Act, is available on the Company''s website at https://mmwlindia.com/PDF/
Annual%20Return%2022-2023.pdf

Further, the Annual Return (i.e. e-form MGT-7) for the FY23 shall be filed by the Company with the Registrar of Companies,
Mumbai Maharashtra, within the stipulated period and the same can also be accessed thereafter on the Company''s
website at http://www.mmwlindia.com.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company
has formulated a revised ''Policy on Related Party Transactions'', which is also available on the Company''s website at
https://mmwlindia.com/PDF/MMWL-Related-partv-transactions-policv.pdf. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions and subsequent material modifications are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions
which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm''s Length. All Related
Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the
requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis.
No Material Related Party Transactions, as per the materiality threshold adopted by the Board of Directors, were entered
during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The details of the related party transactions as required under Indian Accounting Standard (Ind AS) - 24 are set out in Note
- 32 to the standalone financial statements forming part of this Annual Report.

There are no transactions with the person(s) or entities forming part of the Promoter(s) / Promoter(s) Group, which
individually hold 10% or more shareholding in the Company.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2023

Particulars	(Rs. in Lacs)
Loans given	NIL
Guarantees given	11200.03
Investments made	14674.36

Loans, Guarantees and Investments made during the financial year 2022-23:

Name of Entity	Relation	Amount (Rs.in Lacs)	Particulars of Loans, Guarantees and Investments	Purpose for which the Loans, Guarantees and Investments are proposed to be utilized
nexG Devices Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	9000.00	Guarantee	Corporate Guarantee in favour of HDFC Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, for carrying out the operations and business activities.
nexG Devices Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	2200.00	Guarantee	Corporate Guarantee in favour of IndusInd Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, for carrying out and enhancing the operations and business activities.

VIGIL MECHANISM

The Board of Directors of the Company has formulated a Vigil Mechanism/ Whistle Blower Policy which is in compliance
with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.
The Company through this Policy envisages to encourage the Directors and Employees of the Company to report to the
appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds
or violation of the Company''s Code of Conduct for Directors and Senior Management Personnel.

During the financial year 2022-23, no complaint was received and no individual was denied access to the Audit Committee
for reporting concerns, if any.

The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s website at the link:
https://mmwlindia.com/PDF/investors/Whisle-Blower-Policv.pdf

Brief details of establishment of Vigil Mechanism in the Company, is also provided in the Corporate Governance Report
which forms part of this Report.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and
Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well
as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2023, 99.99% of the
Company''s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company''s shares are frequently traded on
BSE Limited.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated
under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your
Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	Financial Year Ended 31.03.2023	Financial Year Ended 31.03.2022
Foreign exchange earned in terms of actual inflows	NIL	NIL
Foreign exchange outgo in terms of actual outflows	NIL	NIL

MATERIAL CHANGES AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of financial year and date of this report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern
status of your Company and its operations in future.

insolvency AND bankruptcy CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the Financial Year 2023.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

d) During the year, your Company was not required to maintained cost records as prescribed under Section 148(1) of
the Companies Act, 2013.

e) The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India
on Meetings of the Board of Directors and General Meetings.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations
or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that would make a difference to the
Company''s operations include demand supply conditions, changes in government regulations, tax regimes and economic
developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and
employees of the Company for their co-operation and assistance.

For and on behalf of the Board

Place : Gurugram (Sandeep Jairath) C.K. Goushal

Date : 4th September, 2023 Whole-time Director (Director)

Cum Chief Financial Officer (DIN : 01187644)

(DIN : 05300460)

---

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the 33rd Annual Report and Audited Accounts for the financial year ended 31st March, 2018.

FINANCIAL RESULTS

(in Rs.)

PARTICULARS	Standalone		Consolidated
	2017-2018	2016-2017	2017-2018	2016-2017
Gross Sales and Services	2,86,39,485	3,60,00,000	6,47,57,37,425	2,63,76,90,668
Other Income	29,39,650	19,37,284	9,19,18,865	6,56,39,448
Profit/(Loss) before depreciation, finance charges and taxation	11,53,918	78,01,472	6,31,04,570	29,58,94,520
Less: Depreciation & Amortisation expenses	62,217	1,52,785	4,49,30,386	13,43,35,694
Less: Finance Charges	9,615	1,480	5,16,42,970	5,65,85,627
Profit before Exceptional items and Tax	10,82,086	76,47,207	(3,34,68,786)	10,49,73,199
Less: Exceptional items	21,39,81,202	-	31,43,45,200	-
Profit/(Loss) before taxes	(21,28,99,116)	76,47,207	(34,78,13,986)	10,49,73,199
Less: Tax Expenses
Current tax	3,27,118	23,67,309	9,09,776	24,22,987
Deferred tax	(1,45,989)	2,19,024	7,67,337	14,35,418
Profit/ (Loss) for the year after tax	(21,30,80,245)	50,60,874	(34,94,91,099)	10,11,14,794

DIVIDEND

In view of loss incurred by the company during the year under review, the Board of Directors do not recommend any dividend on Equity Shares of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

FINANCIAL REVIEW

The Standalone gross turnover during the financial year ended 31st March, 2018 stood at Rs.2,86,39,485/- as against the Standalone gross turnover of Rs.3,60,00,000/- in the previous financial year ended 31st March, 2017. During the financial year ended 31st March, 2018, the Company has incurred a loss of Rs.21,30,80,245/- due to an exceptional item as compared to profit of Rs.50,60,874/- in the previous year ended 31st March, 2017 on standalone basis. The Consolidated gross turnover during the financial year ended 31st March, 2018 stood at 6,47,57,37,425/- as against the Consolidated gross turnover of Rs.2,63,76,90,668/- in the previous financial year ended 31st March, 2017. During the financial year ended 31st March, 2018, the Company has incurred a loss of Rs.34,94,91,099/- as compared to profit of Rs.10,11,14,794/- in the previous year ended 31st March, 2017 on consolidated basis.

SHARE CAPITAL

During the financial year 2017-18 the paid up capital of the Company stood at Rs. 113,27,42,219/- (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into 113,27,42,219 Equity Shares of Re. 1/- each.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES

1. MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India.

Mobile Handset Market Overview

According to CMR’s India Quarterly Mobile Handset Market Review, Q4’ CY 2017, mobile handset vendors shipped 88 million mobile handset units in 4Q 2017.

For the entire year, mobile handset vendors have shipped around 287 million mobile handset units in India. The smartphone market recorded a 19% sequential decline in 4Q 2017, with 30 million units shipped. The feature phone market, on the other hand, witnessed a 36% sequential growth in 4Q 2017, and YoY growth of 62%.

Traditionally, December is a lean period. However, 4Q 2017 bucked this trend. From the throes of demonetization at the beginning of 2017, the India mobile handset market touched a new historic high in OND’2017. If one were to look at historic trends, the India mobile handset market usually sees high refresh cycles in May-June, coinciding with the college admission season, and in September-October, owing to the festive season.

2017 was remarkable with certain pioneering mobile handset brands like HTC, Asus and Gionee, among others, seeing worrisome warning signals, while a new breed of exciting handset brands, like Comio and NUU Mobile, among others, came to the fore. As per CMR, this trend will deepen further in 2018. LYF’s JioPhone was major growth driver for 4Q CY2017. Its shipments grew more than five-fold in 4Q. This new trend led to surge in market share of feature phones. With local manufactured JioPhones hitting the market in coming quarters, the vendor is expected to better its performance, as per CMR. In smartphones, Xiaomi became the clear market leader, on the back of its growing offline penetration and value for money products. CME is expecting to witness revival in online strategy of Samsung along with its enhanced focus on enterprise business and Appgets.

As per CMR, 2018 will continue to witness growth of entry-level smartphones which will largely cater to first time smartphone buyers. Aggressive, pre-paid 4G entry level plans launched by telcos in 1Q 2018 will further accelerate the adoption of 4G

CMR 4Q Brand Leaderboard

- In feature phones, LYF scaled a new high, emerging as the market leader with 27% market share, followed by Samsung with 14% market share.

- In smartphones, Xiaomi emerged as the market leader with 25% market share, followed by Samsung with 23% market share.

YoY Market Movement Trends

Winners and Losers: According to CMR Mobile Handset Report, major Chinese brands saw exceedingly healthy year-on-year growth. On the other hand, some pioneering brands saw their growth decline. For them, 2018 will be a challenging year.

(Source: CMR’s India Mobile Handsets Market Review, Feb 2018 release at http://cmrindia.com/india-mobile-handset-market-touches-historic-high-4q-2017/)

2. MOBILE TELEVISION OR MOBILE VIDEO STREAMING BUSINESS

One of the wholly owned subsidiaries of the Company, DigiVive Services Private Limited (DSPL) is engaged into mobile video streaming services in India.

Mobile Video Streaming Industry Overview

Globally, video consumption has grown rapidly to make it one of the largest categories on PC-Internet. Mobile has also begun to play a significant role in video consumption across the world with over 15% of the total video consumption already moving towards mobile devices in countries like Japan and UK. In the US, most players in the top ten offer free ad-supported videos through varying business models.

Like music industry, video industry is also observing shift towards digital formats. Traditionally, the highest video consumption has been happening on TV; however with the faster growing internet penetration and access to multimedia devices, more and more time is being spent on consuming digital videos. The traditional form of TV viewership is giving way to the new segment of consumers who are choosing to consume multimedia content on-demand. This has led to a sharp increase in video traffic consumption.

Key Players in Mobile Video Streaming Industry

While players like YouTube and Vuclip have developed a strong position in the online video distribution market in India, a significant quantum of local Indian content still remains to be digitized. This presents a large opportunity for local players who can build a differentiated position on the basis of their content catalogues. Paid premium videos in India originated from telcos who offered mobile TV services to their consumers through a subscription model. The key players in the industry include Yupp TV, Voot, Netflix, Amazon Prime, nexGTv, Sony LIV, Ditto TV, Hotstar (a venture by Star group), EROS Now and Spuul (focused only on movies), and Zenga TV. Beside, there are players likeALT Balaji, that apart from their movie catalogue, is focusing on original web series. Then there’s HOOQ, the Singapore-based video streaming company that solely focuses on Hollywood content and it launched in India a couple of years ago and went into oblivion. But recently, the company announced a revamp of its service and now allows users to stream movies and TV shows at an introductory price of Rs. 89 (US$1.36) for the first three months. HOOQ has also introduced Transactional Video-on-demand (TVOD) allowing users to rent content on a pay-per-view basis, like Hollywood movies after 90 days cinema release.

Business Model in Mobile Video Streaming Industry

There are three types of business models which have been successful in the videos space - Ad-supported user generated content, Ad-supported premium content and Paid premium content. Freemium models also exist where a part of the content is offered for free (generally ad-supported), and the remaining part is offered for a fee.

Players like Netflix and Amazon are expected to both pave the way for paid content in India and also benefit from the tailwinds that are driving the subscription model. So far, there have been three main barriers to this subscription model. 1) The mindset: At a basic monthly package of around USD $ 3, cable TV is cheaper in India than in most places around the world. The average Indian consumer doesn’t like paying extra (beyond cable) for content that is delivered at home. They are willing to pay extra for content only if it is part of an experience - like an outing to a movie theatre. 2) High data costs: & 3) Limited options and low adoption of online payments.

These barriers are now reducing. The aggressive launch of telecom service provider Reliance Jio in September 2016 has shaken up Indian telecom sector and is resulting in lowering data prices and making it affordable and accessible. In the KPMG India -FICCI 2017 report, as per Nielsen estimates, the average time spent by an individual on streaming videos has increased nearly nine times from two minutes a day in Q2 2014 to 18 minutes a day in Q4 2016. After the demonetization exercise in November 2016 and the push towards a less-cash society, online payment is gaining traction. There is also increasing awareness and growing popularity of online video, and consumers are opening up to the idea of paying for original and exclusive content and for immediacy. The entry of Netflix and Amazon is both a challenge and boon for industry. It creates a proof of concept and opens a brand new category - of people willing to pay for content.

Voot currently has 17 million users and is ad-based focused with over 120 brands advertising on its platform and is looking to introduce a subscription model shortly. We have to be mindful of both models and see how it all plays out. It’s an emerging space and players are all at learning stage at present. A bundling of data and content could help players to unlock the value of the subscription model. Based on the current industry dynamics, “a model which can support a gradual shift from AVOD (advertisement-led video on demand) to SVOD (subscription-led) and TVOD (transaction-led) will survive in the longer run. Also, how effectively AVOD models can be put into play would depend largely on how better targeted advertising can be created by analyzing individual consumer behaviors through appropriate data mining. Video streaming can’t be profitable purely on an ad-led model.

Key Trends in Mobile Video Streaming Industry

Indians’ appetite for binge-watching online videos is set to make the country among the top 10 OTT (Over the Top) video market in the world in next four year. With major OTT players, Netflix, Hotstar, Amazon Prime, pushing deeper into people living rooms, OTT video market in India is growing at CAGr of around 23%, as per data revealed by PwC.

OTT revenue in India has been pegged at Rs. 2019 Crore in 2017 and is expected to reach Rs. 5595 crore by 2022 as per PwC report quoted in the TOI article. The growing rivalry among the international and regional subscription video on demand (SVOD) platforms is evident with 70% of the revenue in 2017 attributable to subscription services. An example of standalone SVOD services delivered over the open internet is Netflix. In contrast Hotstar follows a hybrid subscription model where some programs are free and some are chargeable. As per PwC, this trend is expected to be continued and by 2022, 79.4% of the total market revenue is expected to be from SVOD. With Indian economy surging past at rapid pace, customers personal and professional life are getting busier, travel is getting longer and technology is becoming simpler.

(Source:http://timesofindia.indiatimes.com/articleshow/64488591.cms?utm source=contentofinterest&utm medium= text&utm campaign=cppst)

Opportunities and Outlook

The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies related to Mobile on account of rising demand for data services/solution in 3G/4G era, and making investments in next generation businesses including Contents, Telecom and Media businesses which are expected to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses. The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve the above.

Risks, Threat & Concern

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the international as well as domestic players and within domestic industry, from both the organized and unorganized players. However, no player in the industry is an integrated player.

Adequacy of Internal Control

The Company has a well laid internal control system commensurate with size of the Company. M/s Sunder Sharma & Company, Chartered Accountant (FRN No.008629N) are the internal auditors of the Company. The internal control system is so designed to ensure that there is adequate safeguard, maintenance and usage of assets of the Company.

Internal Financial Controls related to Financial Statements

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Statutory Auditors for consolidation.

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

RISK MANAGEMENT

The management periodically briefs the Board on the emerging risks along with the risk mitigation plans put in place. Risk management is interlinked with the annual planning exercise where each function and business carries out a fresh risk identification, assessment and draws up treatment plans.

There are no risk which in the opinion of the Board threaten the existence of the Company.

Human Resources

The Company currently has a technical team with experience in developing new applications and technologies required for supporting the Mobile Content distribution platform and we would like to thank each and every member of the MMWL family, its Subsidiaries for their role and continuous contribution towards the Company’s performance. The Company had 6 (six) employees on its roll as on 31st March, 2018.

Our Subsidiaries

Pursuant to share purchase agreement signed on 2nd August, 2017 and approval of the shareholders of the Company obtained through postal ballot on 26th August, 2017, the Company had divested its entire stake in DigiCall Teleservices Private Limited (“DTPL”) to Karvy Data Management Services Limited (“KDMSL”) and transferred operational control of DTPL to KDMSL w.e.f. 1st July, 2017. Accordingly (i) DTPL has ceased to be a wholly owned subsidiary of the Company w.e.f 1st July, 2017 and (ii) DigiCall Global Private Limited, a wholly owned subsidiary of DTPL and a step down subsidiary of the Company, has also ceased to be a subsidiary of the Company w.e.f. 1st July, 2017. 4,75,99,900 equity shares of Rs.10/-each held by Company and 69,00,100 equity shares held by Media Matrix Enterprises Private Limited, a wholly owned subsidiary of the Company in DTPL have been transferred in favor of KDMSL on 5th September, 2017.

nexG Devices Private Limited (NDPL)

Our Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands. NDPL has distribution arrangement with various brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of time it has established a nationwide network to handle the distribution business all over India.

With the launch of 4G services, mainly by Reliance Jio, this market has expanded very fast and is going to expand manifold in future as well and will have more opportunities for NDPL, having a strong presence with warehouses across the country. NDPL is currently doing business with Gionee, VIVO and Tecno. mobile brands to distribute mobile handsets to LFRs (Large Format Retail outlets) across the country.

NDPL is in the process of further tie-ups with renowned brands by leveraging its logistics, warehousing & distribution expertise across the country.

DigiVive Services Private Limited (DSPL)

DSPL is in the business of running next generation mobile video OTT streaming services. It is running an OTT service “nexGTv” since May 2011. nexGTv offers a bouquet of over 150 Television channels to its current subscriber base of around 5 Lakh customers and the nexGTv app has been downloaded by more than 25 million users from the various app stores. NexGTv also has a large VOD library of Tv content and movies. The delivery mechanisms for nexGTv include Native Client, Website, Mobile WAP browsers. Further, DSPL has also entered into offering Multiscreen solutions for Direct To Home (DTH) Industry and has tied up with two large DTH players in the country.

After the entry of Reliance Jio in India, followed by new set of OTT players stepping into the market, nexGTv completely redesigned the product and re-launched. Earlier their product was only for Indian audience, and after this, it was available all over the world.

A number of OTT video service providers such as Vuclip, Hotstar, Voot, Amazon Prime, Netflix, etc emerged in the market by 2016. They were all major players in the international market and invested heavily in the Indian market. They saw huge potential for growth as India was a growing market, both in terms of better network connectivity and increase in the audience for OTT video services. Content was definitely the topmost agenda for them as they had reportedly set aside huge budget exclusively for acquiring content in India. Not only the content but, other players invested hugely in understanding and connecting to the audience through online and offline marketing & advertisement.

Though this sector has a high rate of growth, but is constrained by requirement of regular high level of capital investment. The market is getting more competitive because of launch of cost effective content streaming services by large players like Reliance Jio, HotStar etc . nexGTv has been a strong contender in this segment in the past, but is gradually losing market share due to the challenges posed by large new players with their better content offerings, huge investments requirement and big marketing budgets. In view of above, the management was exploring the options to either go for consolidation or for divesting stake to some strategic player to create long term value proposition for its shareholders.

The Company on August 13, 2018 has signed the Share Purchase Agreement, to divest its entire stake in DigiVive Services Private Limited (DSPL), a wholly owned subsidiary of the Company, at a consideration of Rs.10 crore i.e. book value of the investment to Infotel Business Solutions Limited , pursuant to which DSPL will cease to be a wholly owned subsidiary of the Company. The aforesaid transaction will be completed on or before 30th September, 2018.

Media Matrix Enterprises Private Limited

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) is engaged in business of making investments in existing/new projects to be undertaken by us jointly or severally.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in accordance with the provision of the Companies Act, 2013 read with the Rules issued thereunder, Accounting Standard AS -21 on Consolidated Financial Statements read with AS-23 onAccounting for Investments in Associates, AS -27 on Financial Reporting of Interests in Joint Ventures and the provisions of the Listing Regulations. The Audited Consolidated Financial Statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32 Institutional Area, Gurgaon 122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

A report on the performance and financial position of each of subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as “Annexure - A” to the consolidated financial statement and hence not repeated here for sake of brevity. The policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company’s website at the link: http://www.mmwlindia.com/PDF/investors/Policy%20for%20determining%20material %20subsidiaries.pdf

FIXED DEPOSITS

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The Whole-Time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.

The information required under Section 197 of the CompaniesAct, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in “Annexure - A” to this Report and is available on the website of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNELS

APPOINTMENTS/RE-APPOINTMENTS/RESIGNATIONS

Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Article of Association of your Company and being eligible offers himself for re-appointment. Appropriate resolution for his re- appointment is being placed for your approval at the ensuing AGM. The Brief resume of him and other related information have been detailed in the Notice convening the 33rd AGM of the Company.

During the financial year 2017-18, the Board of Directors has appointed Shri Sunil Batra as an Additional/Non- Executive Director w.e.f. 31st January, 2018 subject to the approval of shareholders at the ensuing AGM. Your directors recommend his appointment as a Director of the Company.

Further, the Board of Directors appointed Shri Aasheesh Verma as an Additional/ Independent Director w.e.f 13th August, 2018 for the term of 5 (five) years upto 12th August, 2023 subject to the approval of shareholders at the ensuing Annual General Meeting. Your Directors recommend his appointments.

Smt. Bela Banerjee shall complete her second term as an Independent Director and will cease to be Independent Director of the Company with the conclusion of ensuing Annual General Meeting.

However, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their meeting held on 13th August, 2018 has appointed Smt. Bela Banerjee as Non-Executive Director of the Company w.e.f. 29th September, 2018. Your directors recommends her apointment as a Non-Executive Director of the Company.

Shri Bharat Bhushan Chugh has resigned from the Board of the Company and has ceased to be a director of the company w.e.f 13th August, 2018.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link: http://mmwlindia.com/PDF/ MMWL-Familiarisation-Prog-ID.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013, read with the rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by Securities Exchange Board of India (SEBI) on 5th January, 2017 with respect to guidance note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees were carried out for the financial year 2017-18. The Details of the evaluation process are set out in Corporate Governance Report which form form part of the report.

KEY MANAGERIAL PERSONNEL

During the financial year ended 31st March, 2018, Shri Sandeep Jairath, Whole-time Director cum Chief Financial Officer and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder.

Shri Vineet Mittal has ceased to be a Chief Financial Officer of the Company w.e.f. 29th August, 2017.

Shri Sandeep Jairath was appointed as Whole-time Director cum Chief Financial Officer of the Company w.e.f. 29th August, 2017.

PARTICULARS OF EMPLOYEES’ AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in “Annexure-A” annexed herewith.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to Composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the loss of the Company for the financial year ended 31st March, 2018;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

AUDITORS AND AUDITORS’ REPORT

At the 32nd Annual General Meeting (AGM) of the Company, Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 33rd AGM of the Company. Khandelwal Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Audit Committee and the Board of Directors, therefore, recommended re-appointment of Khandelwal Jain & Co., Chartered Accountants as Auditors of the Company for the financial year 2018-19 till the conclusion of next AGM for the approval of the Shareholders.

The observations in the Standalone and Consolidated Auditors’ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as “Annexure - B” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as “Annexure - C” to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2017-18, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note - 31 to the standalone financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.mmwlindia.com/PDF/investors/Policy%20on%20Related% 20Party%20Transactions.pdf.

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2018 (In Rs.)

Particulars	Amount (In Lacs)
Loans given	NIL
Guarantees given	2600.00
Investments made	14554.36

Loans, Guarantees and Investments made during the financial year 2017-18

Name of entity	Relation	Amount (Rs. in Lacs)	Particulars of Loans, Guarantees and Investments	Purpose for which the Loans, Guarantees and Investments are proposed to be utilized
nexG Devices Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	2200.00	Guarantee	Corporate Guarantee in favour of IndusInd Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, for the procurement of raw material, spares, stores and meeting working capital requirement.
nexG Devices Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	5000.00	Guarantee	Corporate Guarantee in favour of HDFC Bank Limited on behalf of nexG Devices Private Limited, a subsidiary of the Company, for carrying out the operations and business activities.
Media Matrix Enterprises Private Limited	Subsidiary under Section 2(87) of the Companies Act, 2013	9425.00	Investment in 0% Compulsory Convertible Debentures (CCD’s)	For business activities of the Subsidiary Purpose

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company’s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company’s website at the link: http://www.mmwlindia.com/PDF/investors/ Whisle%20Blower %20Policy.pdf

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2018, 99.99% of the Company’s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company’s shares are frequently traded on BSE Limited.

CORPORATE GOVERNANCE

In Compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Practising Company Secretary firm on its compliance forms an integral part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) The Whole-time Director of the Company does not receives any remuneration or commission from any of its subsidiaries.

d) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

f) During the year, your Company was not required to maintain cost records as prescribed under Section 148(1) of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company’s projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including its customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

For and on behalf of the Board

Date : 13th August, 2018 (Sandeep Jairath) (C.K. Goushal)

Place : Gurgaon Whole-time Director Director

Cum Chief Financial Officer (DIN : 01187644)

(DIN : 05300460)

---

Mar 31, 2016

The Directors have pleasure in presenting the 31st Annual Report and Audited Accounts for the financial year ended 31st March, 2016.

FINANACIAL RESULTS

(in Rs.)

PARTICULARS 2015-2016 2014-2015

Gross Sales and Services 3,12,96,000 2,58,20,000

Other Income 41,32,964 72,22,730

Profit/(Loss) before depreciation, finance charges and taxation 59,25,302 57,87,931

Less: Depreciation & Amortization expenses 1,93,919 2,29,987

Less: Finance Charges 6,817 1,773

Profit before Exceptional items and Tax 57,24,566 55,56,171

Profit/(Loss) before taxes 57,24,566 55,56,171 Less: Tax Expenses

Current tax 18,75,592 22,01,965

Deferred tax 15,611 (2,62,713)

Profit/ (Loss) for the year after tax 38,33,363 36,16,919

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2016 and to strengthen the net working capital of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

FINANCIAL REVIEW

The operating income during the financial year ended 31st March, 2016 stood at Rs. 3,12,96,000/- as against the operating income of Rs. 2,58,20,000 in the previous financial year ended 31st March, 2015. During the Year, the Company has earned a net profit of Rs. 38,33,363/- as compared to the net profit of Rs. 36,16,919 in the previous year.

SHARE CAPITAL

During the financial year 2015 -2016 the paid up capital of the Company stood at Rs. 1,13,27,42,219/- (Rupees One Hundred Thirteen Crore Twenty Seven Lacs Forty Two Thousand Two Hundred Nineteen Only) divided into Equity Shares of Re. 1/- each. Further during FY 2012-13, the Company came out with issue of 90,77,85,000 equity shares with a face value of Re.1/- each at a premium of Rs. 0.20 per equity share for an amount aggregating Rs. 108,93,42,000/- on a rights basis to the equity shareholders of the Company in the ratio of 9 equity shares for every 1 fully paid-up equity share held by the equity shareholders on the record date, that is, on March 19, 2013. The right issue was opened on March 30, 2013 and closed on April 27, 2013. As on March 31st, 2016, the Company has fully utilized the entire amount of Rs. 10893.42 Lacs for the objects of the issue as stated in the Letter of Offer.

INDUSTRY OVERVIEW FOR THE COMPANY & ITS SUBSIDIARIES

1. MOBILE HANDSETS MARKET IN INDIA

One of the subsidiaries of the Company, nexG Devices Private Limited (NDPL), is engaged into trading of mobile handsets business in India.

Mobile Handset Market Overview

FY2015-16 has seen some tectonic shifts for the India mobile handset industry. The handset market continued to see entry of new brands and the expansion of portfolio of existing ones. From a breakthrough point of view, there wasn''t anything remarkable except that Samsung came out with the curved design and Apple launched iPhone 6S and 6S with 3D touch functionality. Both the developments happened for the premium segment Rs. 50,000 which in India is just 0.6% of the market. So, while it has been time and again proved India is a low to medium priced handsets market, and year 2015-16, has not added some great feature sets to enrich user experience. However, the industry has been able to offer more to a user for same or even less. Anecdotally, the Average Selling Price (ASP) for a Smartphone in CY 2013 was Rs. 13,000 (volume: 41 mn units), which has come down to Rs.10,700 (volume: 95 mn units) by the end of CY 2015. At the same time, the specifications of a Smartphone have improved substantially. In CY 2013, just 0.07% of Smartphone''s shipped had 4GB RAM for instance, which in CY 2015, was a little over 0.6%. Similarly, other major specifications that trigger the buyer''s decision to purchase a Smartphone have improved while ASPs exhibited a receding trend.

Smartphone''s continued to show resilience and grew at an annual average growth of 32% while feature phones continued to shrink. The decline in feature phone shipments was 17% on an annual average basis. An examination of the present scenario, coupled with an analysis of historical trends tells us that the market for India mobile handsets will settle around 250 mn units in 2016, a 4% growth compared to 2015. The outlook seems that this trend will continue for a few more years, as we move towards a ''Smartphone''s only'' market; this is because the predicted demise of Feature phones does not seem likely anytime soon.

According to CMR''s India Monthly Mobile Handsets Market Review, 1Q CY 2016, May 2016 release, there were 53 million mobile phones in first quarter of CY 2016 with 4% de-growth. Of the total 53 million mobile handsets shipped during Q1 CY 2015, 45% (23.6 mn) were Smartphone''s. The following is the snapshot for Q1 CY 2016:

- Make in India contribution at 67% of the total shipments. Contribution rising in Smartphone''s as well as 4G sub-categories highlighting the latest being manufactured in India.

- Samsung, Micromax and Intex still remain the ''top three'' players in the overall market.

- Rs 10,000 - 15,000 price category of Smartphones saw maximum traction and for the first time it displaced Rs 6,000 - 8,000 bracket to 2nd rank.

- Average Selling Prices of Smartphones up 5.7% QoQ and 25% YoY.

According to CMR''s India Mobile Handset Report for 1Q CY 2016, India shipped a total of 52.6 million handsets against 55.4 million in 1Q CY 2015, registering a decline of 4% YoY. The QoQ decline was 12.8%.

Segment wise QoQ and YoY comparison for Q1CY 2016

(Figures are in millions)

Segment Q1FY2016 Q4CY2015 QoQ Growth

Feature phone 29.2 35.0 -16.8%

Smartphone 23.6 25.5 -7.4%

Grand total 52.8 60.5 -12.8%

Segment Q12015 YoY Growth

feature Phone 35.9 -18.8%

Smart Phone 19.5 21.4%

Grand total 55.4 -4.7%

Contribution of India brands was at an all-time high of 45%, up 7% compared to 4Q''15, while the handsets actually made out of India contributed 67% to the sales. The contribution of Chinese and Global brands has though declined QoQ by few percentage points.

While in the 4Q''15, the Average Selling Price for a Smartphone was Rs 12,285, this has shot up to Rs 12,983 in 1Q''16. The same was Rs 10,364 in the first quarter of 2015. For the first time, price band of Rs 10,000 - 15,000 contributing the maximum (22%) towards the Smartphone shipments. Usually, the prime contributor used to be the price bracket of Rs 6,000 - 8,000. This increase has been primarily due to introduction of shipments by LeEco and launch of new handsets / significant increase in shipments from Lenovo, Oppo, LG, Panasonic, Micromax, Intex, LYF (RJio) and Vivo in Rs 10,000 - 15,000 price bands. Some of the Smartphone''s that have done exceptionally well in this price band include Lenovo''s K4 Note, LeEco''s Le 1S, Micromax''s Canvas Mega 4G, Huawei''s Honor 5X and Intex''s Aqua Freedom.

Among the handsets produced out of India, 66% of the Smartphone''s and 60% of the 4G Smartphone''s were manufactured in India itself.

Market Share Movements

Rankings of major players remain static; Samsung secured the top slot, followed by Micromax and Intex. While the global players are increasingly focusing on 4G LTE technology, domestic players could still see some profits in 3G technology. Moving forward, it would be all about 4G LTE and 2016 is the year when a major transformation is expected in the telecom sector with respect to change in technology.

(Source: CMR''s India Mobile Handsets Market Review, May 2016 release at http://cmrindia.com/as-mobile-markets-grow- flat-brands-pitching-to-sell-higher-value-smartphones- starting-1q-cy-2016-in-india)

2. BPO INDUSTRY

One of the subsidiaries of the Company, DigiCall Teleservices Private Limited along with step down subsidiary of the Company, are engaged into domestic and international BPO services in India respectively.

Domestic BPO Industry Overview

The Business Process Outsourcing Services industry has undergone a rigorous transformation; it has effectively grown to provide strategic partnership for clients today. It has surely left an indelible impact on the Indian BPO industry. The sector has rapidly evolved, in terms of expanding its verticals and geographic markets, attracting new customers, transforming from a technology partner to a strategic partner, thus cementing India''s position as the premier global sourcing destination. The fact that the gamut of services has seen a significant change with BPOs managing end-to-end services indicates the growing maturity of the industry. The industry has already begun moving from enterprise services to providing ''enterprising solutions'' - incorporating SMAC (Social, Mobile, Analytics and the Cloud) to create client impact, not only on cost, but revenues, profit margins and cash flows.

Key Trends in domestic BPO Industry

Growing adoption of outsourcing services by companies to even manage their core management process is giving a new perspective to the global sourcing industry. Every BPO Services is going beyond customer satisfaction to value added services and delivering customer services 24×7 with the help of secured social media networking platforms. As business is evolving, BPO industry is evolving with it - and the changes in the business world mean that today''s BPO players should pose ability to increase business responsibility and control.

On account of the resurgence in ecommerce based consumer businesses recently, BPO companies are also more focused on the domestic market. The ecommerce companies are expected to outsource their call center and customer care services to BPO/KPOs for faster and cost effective solutions. The stiff competition in the domestic consumer market is pushing these companies to focus more on the technology driven business offering. The growing demand for goods particularly among the India middle class, rising incomes and standard of life has led to the growth in this sector. Tier II & III cities emerged as the new centers for delivery of services, in fact many new tier II & III cities are emerging as delivery locations.

India''s competitiveness as the foremost outsourcing destination is being threatened by wage inflation, the rise of other locations, particularly the Philippines and China as alternative sourcing destinations. The changing market trends created more and more challenges to the global BPM sectors. Companies looking to build a satisfied and loyal customer base need to realize that only customer satisfaction does not drive customer delight, but by satisfying customers, companies can nurture long-term relationships and customer loyalty.

Industry Outlook for Domestic BPO

Future growth is expected to come from a combination of high value services, increasing non-linear play and further extension of the sector''s cost proposition. There will be increasing demand for domain based BPO services. A number of sectors in India are also expected to outsource higher percentage of their non-core work giving boost to the domestic sector. Growing talent pool of India has the ability to drive the R&D and innovation business in this space.

The BPO industry is likely to be moved by two trends over the next few years. One is in the approach to outsourcing, with multi-sourcing becoming more prevalent, and the other is in technology where previously specialist services are now becoming commodity based. The latter is especially noticeable in the current trend to cloud hosting.

(Source: Infotechlead.com & http://www.infotechlead.com/2013/12/19/outsourcing-trends-2014- bpo-companies-increase- focus-domestic-market-17407)

3. MOBILE TELEVISION OR MOBILE VIDEO STREAMING BUSINESS

One of the subsidiaries of the Company, Divisive Services Private Limited is engaged into mobile video streaming services in India.

Mobile Video Streaming Industry Overview

Globally, video consumption has grown rapidly to make it one of the largest categories on PC-Internet. Mobile has also begun to play a significant role in video consumption across the world with over 15% of the total video consumption already moving towards mobile devices in countries like Japan and UK. In the US, most players in the top ten offer free ad-supported videos through varying business models.

There are three types of business models which have been successful in the videos space - Ad-supported user generated content, Ad-supported premium content and Paid premium content. Fermium models also exist where a part of the content is offered for free (generally ad-supported), and the remaining part is offered for a fee.

In India too, videos have witnessed significant growth with total number of videos watched growing to 3.7 billion in March 2013 from 1.9 Billion in March 2011, an approximately 100% increase in 2 years.

Key Players in Mobile Video Streaming Industry

While players like YouTube and Unclip have developed a strong position in the online video distribution market in India, a significant quantum of local Indian content still remains to be digitized. This presents a large opportunity for local players who can build a differentiated position on the basis of their content catalogues.

Paid premium videos in India originated from telcos who offered mobile TV services to their consumers through a subscription model. The key players in the industry includes Apalya (a portfolio company of Kalaari Capital, IDG Ventures, Qualcomm Ventures and Cisco Ventures), nexGTv, Yupp TV, Sony LIV, Hello Tv, Ditto TV, Hotstar (a venture by Star group) and Zenga TV.

Key Trends in Mobile Video Streaming Industry

While larger global technology platforms dominate the list of top video websites (globally), a top-10 ranking by the number of ads served has as many as five video ad networks/exchanges in it. Video ad networks improve targeting capabilities and enhance awareness among advertisers. Video advertising is rapidly emerging as a substitute for brand advertising on TV due to the similarity in consumption and delivery patterns of these advertisements (with the introduction of pre-roll, in-roll and post-roll advertisements in online videos). While premium content providers attract brand advertisers directly, ad networks play a significant role in helping publishers with semi-premium and non-premium video inventory (a segment that is growing at a rapid pace) monetize their content.

Opportunities And Outlook

The strategy of Company and/or its subsidiaries has been towards investing in the new application and/or technologies related to Mobile on account of rising demand for data services/solution in 3G/4G era, and making investments in next generation businesses including Contents, Telecom and Media businesses which are expected to have substantial growth over the next decade on account of rising demand from online and e-commerce businesses. The Company would be working either directly or through its subsidiaries to take up existing and/or new projects to achieve the above.

Threat, Risks & Concern

The Company and/or its subsidiaries operates in a competitive environment and faces competition from both the international as well as domestic players and within domestic industry, from both the organized and unorganized players. However, no player in the industry is an integrated player.

Adequacy of Internal Control

The Company has a well laid out internal control system for the various agencies. M/s. Oswal Sunil & Company, Chartered Accountants, Firm Registration No. 016520N are currently the Internal Auditors of the Company. The internal control system is so designed to ensure that there is adequate safeguard, maintenance and usage of assets of the Company.

Internal Financial Controls related to Financial Statements

Your Company has put in place adequate Internal Financial Controls with reference to the financial statements, some of which are outlined below. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts of the subsidiary companies are audited and certified by their respective Statutory Auditors for consolidation.

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

RISK MANAGEMENT

The management periodically briefs the Committee on the emerging risks along with the risk mitigation plans put in place. Risk management is interlinked with the annual planning exercise where each function and business carries out a fresh risk identification, assessment and draws up treatment plans.

There are no risk which in the opinion of the Board threaten the existence of the Company.

Human Resources

The Company currently has a strong technical team with experience in developing new applications and technologies required for supporting the Mobile Content distribution platform and we would like to thank each and every member of the MMWL family, its Subsidiaries for their role and continuous contribution towards the Company''s performance.

Our Subsidiaries

nexG Devices Private Limited (NDPL)

Our Wholly owned Subsidiary, NDPL, has rich experience in procurement and distribution of Mobile Handsets of various brands including OPPO, Karbonn, Samsung and Micromax. NDPL has distribution arrangement with these brands for distribution and marketing of handsets in the Indian markets. NDPL has marketing offices and warehouses located at various cities in India and over a period of last 5 years have established a nationwide network to handle the distribution business all over India.

With the entrance of 4G mainly by Reliance Jio, this market is going to expand manifold and will have more opportunities for NDPL having a strong presence of warehouses pan India. NDPL has tied up with OPPO mobiles to distribute mobile handsets to Reliance Retail Limited''s LFR (Large Format Retail outlets) in 9 cities at present and which would increase to over 20 cities by the end of 2017.

NDPL is in the process of further tie-ups with renowned brands such as Blue, One plus, etc. by leveraging NDPL''s logistics, warehousing & distribution expertise to create a win-win opportunity both for NDPL & these brands.

DigiVive Services Private Limited (DSPL)

DSPL is in the business of running next generation mobile video OTT streaming services. It is running a Mobile TV service "nexGTv" since May 2011. nexGTv offers a bouquet of over 150 Television channels to a current subscriber base of around 11 Lakh customers and the nexGTv app has been downloaded by more than 25 million users from the various app stores. NexGTv also has a large VOD library of Tv content and movies. The delivery mechanisms for nexGTv include Native Client, Website, Mobile WAP browsers. Further, DSPL has also entered into offering Multiscreen solutions for Direct To Home (DTH) Industry and has tied up with Airtel DTH and Videocon DTH.

DSPL has entered into operator tie-ups with almost all telecom operators in India for subscription Billing & Data packs bundling. DSPL is currently in process of integration with International operators like Dialog Srilanka, Dubai Telecom via Billing Aggregators like Junotel, Fortumo etc.

DSPL have tied up with multiple partners for nexGTv alliance in recent times for distribution of OTT service. Few of the key partners include Paytm, Oxigen, DEN boomband, Shopclues, Zen mobile, Karbonn etc.

DigiCall Teleservices Private Limited (DTPL)

DTPL, operating in the BPO segment, was set up primarily as an ITES organization and supports a wide range of service offering. It was incorporated as Pagepoint Services (India) Private Limited in 1992 for providing Radio Paging services. DTPL discontinued the Paging business in 2004-05, given the declining use of paging services and closure of the paging industry internationally. DTPL started the business of domestic call center in 1999 and since then has been developing this business. DTPL today employees over 5,000 people nationwide in its various centers located in some of the major cities across India.

DigiCall Global Private Limited (DGPL)

DigiCall Global Private Limited is a 100% subsidiary of DigiCall Teleservices Private Limited which itself is a subsidiary of the Company. By virtue of subsidiary of subsidiary, DGPL has also become subsidiary of the Company. DGPL is also in the BPO operations and caters to the need of international markets and primarily to the global clients based out in the UK and US through global delivery network and a comprehensive outsourcing services infrastructure.

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) (MMEPL)

Media Matrix Enterprises Private Limited (formerly Media Matrix Holdings Private Limited) has been incorporated with a view to make investments in existing/new projects to be undertaken by us jointly or severally.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in accordance with the Companies Act, 2013 read with the Rules issued there under, Accounting Standard AS -21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates, AS -27 on Financial Reporting of Interests in Joint Ventures and the provisions of the Listing Regulations. The Audited Consolidated Financial Statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

M/s DigiCall Teleservices Private Limited, M/s DigiVive Services Private Limited, M/s DigiCall Global Private Limited, M/s. nexG Devices Private Limited and M/s Media Matrix Enterprises Private Limited (Formerly Media Matrix Holdings Private Limited) continue to be the subsidiaries of your Company. The Company does not have any Joint Ventures / Associates during the year under review.

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any shareholder desirous of obtaining the Annual Accounts and related information of the above subsidiary companies may write to the Company Secretary at M/s Media Matrix Worldwide Ltd. Plot No. 38, 4th Floor, Sector 32, Institutional Area, Gurgaon 122001, Haryana and the same shall be sent by post. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.mmwlindia.com.

A report on the performance and financial position of each of subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as "Annexure - A" to the consolidated financial statement and hence not repeated for sake of brevity. The policy for determining material subsidiaries as approved by the Board of Directors may be accessed on the Company''s website at the link: http://mmwlindia.com/CorporateGovernance/Policy%20for%20determining% 20material%20subsidiaries.pdf

FIXED DEPOSITS

During the financial year 2015-16, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) and Regulation 19 of the Listing Regulations. The salient aspects covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

The Whole-Time Director of your Company does not receive remuneration from any of the subsidiaries of the Company.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure - A" to this Report and is available on the website of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments/Re-appointments

Shri Bharat Bhushan Chugh, Whole-time Director designated as Director (Finance) is liable to retire by rotation at ensuing Annual General Meeting pursuant to Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible offers himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The Brief resume of him and other related information have been detailed in the Notice convening the 31st AGM of your Company. Your Directors recommend his re-appointment as Whole-time Director of your Company.

In compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Smt. Bela Banerjee was appointed as an Independent Director of your Company at 30th Annual General Meeting (AGM) held on 28th September, 2015.

Smt. Bela Banerjee was appointed as an Independent Director to hold office up to 1 (one) year for a term up to the conclusion of this Annual General Meeting. Accordingly the term of the Independent Directors will come to end with the conclusion of this Annual General Meeting.

On the recommendations of the Nomination & Remuneration Committee of the Company, Smt. Bela Banerjee is proposed to be re-appointed as an Independent Director pursuant to the provision of Section 149 of the Companies Act, 2013 and rules made thereunder and Listing Regulations at the ensuing Annual General Meeting for the second term of two years. Appropriate resolution for her re-appointment is being placed for your approval at the ensuing AGM. Your Directors recommend her re-appointment as an Independent Director of your Company.

Familiarization Programme for Independent Directors

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at the link: http://mmwlindia.com/ CorporateGovernance/FAMILIARIZATION%20PROGRAM%20FOR%20INDEPENDENT% 20DIRCTORS.pdf

Annual Evaluation of Board Performance

Pursuant to the provisions of the Companies Act, 2013, read with the rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Listing Regulations, the Nomination and Remuneration Committee/Independent Directors Committee have evaluated effectiveness of the Board/Committee/Directors for the financial year 2015-16. Further the Board of Directors also evaluated the performance of Independent Directors as required under Regulation 17 of Listing Regulations. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

Key Managerial Personnel

During the year under review, Shri Bharat Bhushan Chugh, Director (Finance), Shri Vineet Mittal, CFO and Shri Gurvinder Singh Monga, Company Secretary remained the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made there under. Shri Shitij Wadhwa, Company Secretary resigned on 1st October, 2015 and Shri Gurvinder Singh Monga was appointed as a Company Secretary w.e.f. 9th February, 2016.

PARTICULARS OF EMPLOYEES'' AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), a statement showing the names of top ten employees of the Company in terms of remuneration drawn and other particulars of the employees drawing remuneration in excess of the limits set out in said rules are given in "Annexure-A" annexed herewith.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE

The details pertaining to Composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

DECLARATAION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for the financial year ended 31st March, 2016;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

AUDITORS AND AUDITORS'' REPORT

At the 30th Annual General Meeting (AGM) of the Company, Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 31st AGM of the Company. Khandelwal Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Audit Committee and the Board of Directors, therefore, recommended re-appointment of Khandelwal Jain & Co., Chartered Accountants as Auditors of the Company for the financial year 2016-17 till the conclusion of next AGM for the approval of the Shareholders.

The observations in the Standalone and Consolidated Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as "Annexure - C" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and Listing Regulations.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note - 30 to the Standalone Financial Statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://mmwlindia.com/CorporateGovernance/MMWL-Related- party-transactions-policy.pdf

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amounts outstanding as at 31st March, 2016

Particulars Amount (In Lac)

Loans given 67.43

Guarantees given 2422

Investments made 16155.91

Loans, Guarantees and Investments made during the financial year 2015-16

Name of entity Relation Amount Particulars of Loans, (Rs. in Lac) Guarantees and Investments

DigiCall Subsidiary under 728.43 Investment in 0 % TeleServices Section 2(87) of Compulsory Convertible

Private Limited the Companies Debentures (CCD''s) Act, 2013

Media Matrix Subsidiary under 384.50 Investment in 0 % Enterprises Section 2(87) of Compulsory Convertible Private Ltd the Companies Debentures (CCD''s) Act, 2013

DigiVive Subsidiary under 851.56 Investment in 0 % Services Section 2(87) of Compulsory Convertible Private Limited the Companies Debentures (CCD''s) Act, 2013

DigiCall Subsidiary under 536.00 Guarantee

TeleServices Section 2(87) of Private Limited the Companies Act, 2013

DigiCall Global Subsidiary under 150.00 Guarantee Private Limited Section 2(87) of the Companies Act, 2013

Name of entity Purpose for which the Loans, Guarantees and Investments are proposed to be utilized

Digi call For Business Purpose tele Service pivate Limited

Media Matrix For Business Purpose Enterprises private ltd

Digi vive For Business Purpose Service private Limited



Digi Call Corporate Guarantee in favour Tele Seice of Andhra Bank on behalf of private Limited DigiCall TeleServices Private Limited, a wholly owned subsidiary of the Company, for a term loan of Rs. 236 Lacs and short term loan of Rs. 300 Lacs availed of by wholly owned subsidiary.

Digi call global Corporate Guarantee in favour Private limited of Andhra Bank on behalf of DigiCall Global Private Limited, a wholly owned subsidiary of the Company, for a short term loan of Rs. 150 Lacs availed of by the wholly owned subsidiary for the purchase of new equipment.

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behavior, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company''s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism/ Whistle blower policy may be accessed on the Company''s website at the link: http://mmwlindia.com/CorporateGovernance/ Whisle%20Blower%20Policy.pdf

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2016, 99.99% of the Company''s Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE200D01020. The Company''s shares are frequently traded on BSE Limited.

CORPORATE GOVERNANCE

In Compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with certificate from the Company Secretaries Firm on its compliance, forms an integral part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars Financial Year Ended Financial Year Ended

31.03.2016 31.03.2015

Foreign exchange earned in terms of actual inflows NIL NIL

Foreign exchange outgo in terms of actual outflows NIL NIL



SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) The Whole-time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

d) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e) No fraud has been reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

CAUTIONARY STATEMENT

Statement in the Management Discussions and Analysis describing the Company''s projections, estimates, expectations or predictions may be ''forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

For and on behalf of the Board

Date: - 12th August, 2016 (B.B. Chugh) (C.K. Goushal)

Place: - Gurgaon Director (Finance) Director

DIN : 00472532 DIN : 01187644

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Mar 31, 2015

The Directors of the Company have pleasure in presenting the 30th Annual Report and Audited Statement of Accounts for the financial year ended 31st March, 2015.

(in Rs.)

FINANCIAL RESULTS 2014-15 2013-14

Sales and Services 2,58,20,000 3,05,76,000

Other Income 72,22,730 1,30,44,215

Profit/(Loss) before depreciation, finance charges and taxation 57,86,158 63,11,914

Less: Depreciation & Amortization 2,29,987 1,86,446

Profit/ (Loss) before Exceptional Items and tax 55,56,171 61,25,468

Profit before Tax 55,56,171 61,25,468

Less: Tax Expense

Current Tax 22,01,965 20,20,270

Deferred Tax (2,62,713) (1,20,595)

Profit/Loss for the year after tax 36,16,919 42,25,793

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2015 and to strengthen the net working capital.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the financial year ended 31st March, 2015;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a 'going concern' basis;

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

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

AUDITORS AND AUDITORS' REPORT

At the 29th Annual General Meeting (AGM) of the Company, M/s Khandelwal Jain & Company, Chartered Accountants (Firm Registration No. 105049W) was appointed as the Statutory Auditors to hold office till the conclusion of the 30th AGM of the Company. M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re –appointment. The Audit Committee and the Board of Directors, therefore, recommended the re- appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2015-16 for the approval of Shareholders.

The observations in the Auditors' Report are self explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed CS Mohd Zafar, Practicing Company Secretary, CP No. 13875, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - B" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT – 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as "Annexure – C" to this Report.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard – 18 are set out in Note 31 to the standalone financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link:

http://www.mmwlindia.com/CorporateGovernance/Policy%20for%20 determining%20material%20subsidiaries.pdf

LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Amount outstanding as at 31st March, 2015

(Rs. in lacs)

Particulars Amount

Loans given 1780.50

Guarantees given 1736.00

Investments made 14191.00

Loans, Guarantees and Investments made during the financial year 2014-15 (Rs. in lacs)

Name of entity Relation Amount Particulars of loan Purpose for which the Loans, Guarantee and Guarantees and investments are Investments proposed to be utilized

DigiCall Teleservices Wholly Owned 736.00 Guarantee For business purpose Private Limited Subsidiary

VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company, through this policy envisages to encourage the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company's Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company's website at the link:

http://www.mmwlindia.com/CorporateGovernance/Whisle%20Blower%20Policy.pdf

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(in Rs.)

Total foreign exchange earnings and outgo 2014-15 2013-2014

FOB Value of Exports Nil Nil

CIF Value of Imports Nil 48,66,850

Expenditure in foreign currency Nil Nil

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

c) The Whole - time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2015, 99.99% of the Company's Share Capital is in dematerialized form.

The Company's shares are regularly traded on BSE Limited.

DERECOGNITION OF MADHYA PRADESH STOCK EXCHANGE

Madhya Pradesh Stock Exchange Limited (MPSE) has opted for "Voluntary Exit" from the exchange business in view of the circular no. CIR/MRD/DSA/14/2012 dated May 30th, 2012. SEBI vide its WTM/RKA /MRD/50/2015 dated 09th June, 2015 has granted the Exit opportunity to MPSE and passed the order for its exit. In view of above the Shares of the Company are not listed at MPSE. The Company's Shares are now listed only at BSE Limited.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing agreement with BSE, the Corporate Governance report together with a certificate issued by a Company Secretary in whole time Practice having Membership Number, ACS 28165 on its compliance is made part of the Annual Report.

CAUTIONARY STATEMENT

Statement in the management's discussions and analysis describing the Company's projections, estimates, expectations or predictions may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company's operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENTS

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

Registered Office: By order of the Board

Office No.514, "B" wing, 215 Atrium, For Media Matrix Worldwide Limited

Andheri-Kurla Road, Chakala,

Andheri (E), Mumbai-400059

Date : 13th August, 2015 (B.B. Chugh) (C.K. Goushal)

Place: Gurgaon Director (Finance) Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31st March, 2014.

(in Rs.) FINANCIAL RESULTS 2013-14 2012-13

Sales and Services 3,05,76,000 52,60,26,231

Other Income 1,30,44,215 3,61,271

Profit/(Loss) before depreciation, finance charges and taxation 63,11,914 1,62,61,792

Less: Depreciation & Amortization 1,86,446 1,35,256

Profit/ (Loss) before Exceptional Items and tax 61,25,468 11,470,601

Profit before Tax 61,25,468 1,14,70,601

Less: Tax Expense

Earlier Year Tax - 3,05,827

Current Tax 20,20,270 39,38,737

Deferred Tax (1,20,595) (1,96,156)

Profit/Loss for the year after tax 42,25,793 74,22,193

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Shares for the Financial Year ended 31st March, 2014.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. Bharat Bhushan Chugh, Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of Mr. Bharat Bhushan Chugh proposed to be reappointed as Director and other details as required under Clause 49 of the Listing Agreement, is provided in the Notice for convening the Annual General Meeting.

Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra are Independent Directors of the Company and has held the positions as such from the year 2012. It is now, therefore, proposed to appoint Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra as an Independent Directors of the Company under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for three consecutive years for a term up to the conclusion of the 32nd Annual General Meeting of the Company in the calendar year 2017. The Company has received requisite notice in writing from members proposing Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra as an Independent Directors of the Company.

The Company has received declaration from Mr. Chhattar Kumar Goushal and Mr. Suresh Bohra confirming that they meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS AND AUDITORS" REPORT

M/s Khandelwal Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and having confirmed their eligibility, offer themselves for re-appointment. The Company has received necessary letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re -appointment. The Audit Committee and the Board of Directors therefore recommended the re- appointment of M/s Khandelwal Jain & Company, Chartered Accountants as Auditors of the Company for the financial year 2014-15 for the approval of Shareholders.

The observations in the Auditors'' Report are self explanatory and do not call for any further comments.

PUBLIC DEPOSITS:

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

DIRECTORS'' RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual account for the Financial Year 2013-2014, the applicable accounting standards have been followed along with proper explanations relating to material development;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the asset of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956 does not apply, as there was no employee drawing salary above the limits prescribed therein.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2014, 99.99% of the Company''s Share Capital is in dematerialized form.

The Company''s shares are regularly traded on BSE Limited. The Company''s shares are also listed at Madhya Pradesh Stock Exchange Limited where no trading took place during the year ended March 31, 2014.

LISTING OF SHARES AT CALCUTTA STOCK EXCHANGE

Madhya Pradesh Stock Exchange Limited (MPSE) has opted for “Voluntary Exit" from the exchange business in view of the circular no. CIR/MRD/DSA/14/2012 dated May 30th, 2012. In order to safeguard the interest of its Listed Companies they have entered into a Strategic Business Consolidation Agreement with the Calcutta Stock Exchange Limited (CSE) and pursuant to which Company''s Shares will continue to be traded at National Stock Exchange of India Limited (NSE). The Company in its board meeting held on 28th May 2014 accorded its approval to get the Equity shares of the Company for listing and dealing at Calcutta Stock Exchange (CSE).

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total foreign exchange Finacalial year ended Finacial year ended earnings and outgo 31st March 2014 31st March 2013

FOB Value of Exports Nil 55,72,530

CIF Value of Imports 48,66,850 36,19,18,150 Expenditure in foreign currency Nil Nil

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing agreement with BSE and MPSE, the Corporate Governance report together with a certificate from the Company''s Auditors on its compliance is made part of the Annual Report

ACKNOWLEDGEMENT:

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.



Registered Office: By order of the Board

Office No.514,"B" wing, 215 Atrium, For MEDIA MATRIX WORLDWIDE LIMITED Andheri-Kurla Road, Chakala, Andheri (E), Mumbai-400059

Date : 11th August, 2014 (B.B. Chugh) (C.K. Goushal) Place : Gurgaon Director (Finance) Director

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Annual Report and Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

(in Rs.) Particulars 2012-13 2011-12

Sales and Services 526,026,231 31,240,922

Other Income 361,271 758,283

Profit/(Loss) before depreciation, finance charges and taxation 16,261,792 (25,772,511)

Less: Depreciation & Amortization 135,256 1,411,677

Profit/ (Loss) before Exceptional Items and tax 11,470,601 (27,691,225)

Exceptional Items(Loss on sale of buildings) (1,207,321)

Profit/ (Loss) after Exceptional Items 11,470,601 (28,898,546)

Profit before Tax 11,470,601 (28,898,546)

Less: Tax Expense

Earlier Year Tax 305,827

Current Tax 3,938,737 1,159,981

Deferred Tax (196,156) (378,234)

Profit/Loss for the year after tax 7,422,193 (29,680,292)

DIVIDEND

The Board of Directors do not recommend any dividend on Equity Shares for the Financial Year ended 31st March, 2013.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956, Mr. Mahesh Ranglal Jain, Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of Mr. Mahesh Ranglal Jain, proposed to be reappointed as Director and other details as required under Clause 49 of the Listing Agreement, is provided in the Notice of the Annual General Meeting.

AUDITORS

M/s Khandelwal Jain & Company, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITORS'' REPORT

The information and explanation, Qualifications/Observations in the Annexure to Auditors'' Report are given in Annexure - I to this Report.

PUBLIC DEPOSITS

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

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility statement, it is hereby confirmed:

1. That in the preparation of the annual account for the Financial Year 2012- 2013, the applicable accounting standards have been followed along with proper explanations relating to material departure;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for the year under review;

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

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

PARTICULARS OF EMPLOYEES

The provisions of Section 217(2A) of the Companies Act, 1956 does not apply, as there was no employee drawing salary above the limits prescribed therein.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Securities Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2013, 99.99% of the Company''s Share Capital is in dematerialized form.

The Company''s shares are regularly traded on BSE Limited. The Company''s shares are also listed at Madhya Pradesh Stock Exchange Limited where no trading took place during the year ended March 31, 2013.

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

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing agreement with BSE and MPSE, the Corporate Governance report together with a certificate from the Company''s Auditors on its compliance is made part of the Annual Report.

ACKNOWLEDGEMENT:

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.

Registered Office: By order of the Board

Flat No 155, 15th Floor,

Mittal Court, "A" Wing For MEDIA MATRIX WORLDWIDE LIMITED

Nariman Point,

Mumbai - 400021 Sd/- Sd/-

Date : 31st August, 2013 (B.B. Chugh) (C.K. Goushal)

Place: Gurgaon Director Finance Director

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Mar 31, 2009

The Directors are pleased in presenting the Twenty Fourth Annual Report and Audited Accounts for the year ended March 31, 2009.

FINANCIAL RESULTS:

(Rs in lacs)

2009 2008

Total Income 1648.07 1894.36

Total expenditure 1576.52 1795.55

Operating profit (PBIDT) 71.54 98.81

Interest 36.61 10.37

Profit before Depreciation/Taxation 34.93 88.44

Depreciation 20.40 196.34

Profit before Taxation/Prior period Adjustment 14.53 (107.90)

Prior period Adjustment -- --

Provision for Tax :

Current : 1.78 0.46

Deferred: 5.43 37.01

Profit after Taxation 7.32 (71.35)

Balance brought forward 51.15 12.88

Profit available for appropriation (51.15) (58.47)

Results of Operations

In view of the insufficient profit during the year, the Board has not recommended any dividend for the year under review.

Corporate Governance

Your Company has been fully compliant with the SEBI Guidelines on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges. A detailed report on the subject forms part of this Report.

The Statutory Auditors of the Company have examined the Companys compliance, and have certified the same, as required under SEBI Guidelines. Such certificate is reproduced as part of this Report.

A Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is given as part of this report.

Fixed Deposits

Your company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

Directors

Mr. Vikas Desai and Ms.Mona Mehta retire at the ensuing annual general meeting and have not offered themselves for re-appointment hence the term of their office of the directorship will expire on the date of ensuing Annual General Meeting.

Mr. Suhas Jadhav and Mr. Deepak Doshi were appointed as additional directors w.e.f. 31st October, 2008 and Mr.Mendalu Chaitanya Naidu was appointed as an additional director w.e.f. 30th April, 2009. The tenure of Mr. Jadhav, Mr. Doshi and Mr. Naidu as the directors is upto the date of ensuing annual general meeting and they have offered themselves for appointment as directors. Your directors recommend appointment of Mr. Suhas Jadhav, Mr. Deepak Meghraj Doshi and Mr.Mendalu Chaitanya Naidu as directors of the Company.

Further, the tenure of Ms. Priyanka Vedmehta as the Managing Director of the Company ended on 13th November, 2008. The Board had, at its meeting held on 31st October, 2008, re-appointed Ms. Vedmehta as the managing director for a further period of 3 (Three) years w.e.f. 13 November, 2008 subject to the approval of the shareholders in the ensuing AGM. The necessary resolution for approval of the shareholders has been placed in the notice of AGM.

Auditors

M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting of the company and being eligible, offers themselves for re- appointment.

The comments by the Auditors in their Report are self explanatory and in the opinion of the Board, do not require any further clarifications.

Secretarial Audit

As directed by Securities and Exchange Board of India (SEBI), Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The results of Secretarial Audit were satisfactory.

Directors Responsibility Statement

Pursuant to Section 21 7(2AA) of the Companys Act 1956, your Directors would like to confirm the following:

i) The applicable accounting standards have been followed in preparing Annual Accounts and material departures, if any, have been properly explained;

ii) The Directors have selected such accounting policies and applied them consistently making reasonable, prudent estimates so as to give a true and fair view of the state of affairs of the company;

iii) Sufficient care has been taken by the Directors for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing frauds and irregularities; and

iv) The accounts have been prepared on a going concern basis.

Going Concern

In the opinion of the Directors, the Company will be in a position to carry on its existing Media and Entertainment business and accordingly it is considered appropriate to prepare the financial statements on the basis of going concern.

Maintenance of accounting records & Internal controls

The Company has taken proper and sufficient care for the maintenance of adequate accounting records as required by the Statute.

Directors have overall responsibility for the Companys internal control system, which is designed to provide a reasonable assurance for safeguarding of assets, reliability of financial records and for preventing and detecting fraud and other irregularities.

The system of internal control is monitored by internal audit function, which comprises of the examination and evaluation of the adequacy and effectiveness of the system of internal control and quality of performance in carrying out assigned responsibilities. Internal Audit Department interacts with all levels of management and the Statutory Auditors, and reports significant issues to the audit committee of the Board.

Audit Committee supervises financial reporting process through review of accounting and reporting practices, financial and accounting controls and financial statements. Audit Committee also periodically interacts with internal and statutory auditors to ensure quality and veracity of Companys accounts. Internal Auditors, Audit Committee and Statutory Auditors have full and free access to all the information and records as considered necessary to carry out their responsibilities. All the issues raised by them have been suitably acted upon and followed up.

Particulars of Employees

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 nobody of the Company is drawing salary or commission, which exceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard.

Statutory Disclosure

Information pursuant to Section 21 7(1 )(e) of the Companies Act, 1 956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as under:

Part A and Part B relating to Conservation of Energy and Technology Absorption are not applicable to the company as your company is not a manufacturing company.

Foreign Exchange Earning and Outgo:

Total foreign exchange earnings and outgo during the year.

FOB Value of Exports : Rs. Nil

CIF Value of Imports : Rs. Nil

Expenditure in foreign currency : Rs. Nil

Appreciation

The Directors wish to express their appreciation of the continued co-operation of the Bankers, Customers, Dealers and Suppliers and also the valuable assistance and advice received from major shareholders, the employees for their contribution, support and continued co-operation through the year.

For and on behalf of the Board

Place : Mumbai Priyanka Vedmehta

Date : 31st August, 2009 Chairperson & Managing Director