Directors Report of New Delhi Television Ltd.

Mar 31, 2025

Your Directors are pleased to present the 37^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 ("FY 2024-25” or "FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with the applicable Indian Accounting Standards ("Ind AS”), and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlights are depicted below:

('' in millions)
Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	4,650.31	3,700.06	2,617.23	2,289.64
Other Income	71.47	227.05	204.36	289.37
Total Income	4,721.78	3,927.11	2,821.59	2,579.01
Expenditure other than Depreciation and Finance cost	6437.72	3,989.01	4,266.03	2,498.90
Depreciation and Amortisation Expenses	244.84	94.77	238.90	87.72
Finance Cost
- Interest and Bank Charges	203.98	45.92	314.62	114.98
- Derivative (Gain)/Loss (net)	-	-	-	-
Total Expenditure	6,886.54	4,129.70	4,819.55	2,701.60
Profit/(Loss) before share of Profit/ (Loss) from joint ventures, exceptional items and tax	(2,164.76)	(202.59)	(1,997.96)	(122.59)
Share of Profit/(loss) from joint ventures (net)	(5.83)	2.07	-	-
Profit/(Loss) before exceptional items and tax	(2,170.59)	(200.52)	(1,997.96)	(122.59)
Add/(Less):- Exceptional Items
Total Tax Expense /(Credit)	9.64	13.15	-	-
Profit/(Loss) for the year	(2,180.23)	(213.67)	(1,997.96)	(122.59)
Other Comprehensive (Loss)/Income (net of tax)	(12.53)	(11.89)	(9.13)	(8.77)
Total Comprehensive (Loss)/ Income for the year (net of tax)	(2,192.76)	(225.56)	(2,007.09)	(131.36)
Attributable to:
Equity holders of the parent	(2,172.62)	(213.43)		-
Non-controlling interests	(20.14)	(12.13)		-

Notes:

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

2. Previous year figures have been re-grouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

New Delhi Television Limited ("NDTV”) founded in 1988, is a pioneering news television and digital journalism company in India. NDTV continues to be recognized as one of the most trusted news networks in India and a leader in digital engagement. Its channels NDTV 24x7 (English), NDTV India (Hindi), NDTV Profit (Business), NDTV Madhya Pradesh & Chhattisgarh, NDTV Rajasthan and NDTV Marathi continue to raise the standards of journalism with innovative programming and uncompromising integrity. Incisive and creative, the channels target the global Indian audience with news that is credible, accurate, and fast. On social media, NDTV''s following remains premium. NDTV is the most-popular English news handle on X (formerly Twitter) in India with 17.9 million followers. NDTV channels on YouTube have nearly 37.1 million subscribers. NDTV YouTube channel is the highest subscribed English news channel in India with 14.5 million subscribers. NDTV is also one of the most-followed English news account on Instagram in India with 3.3 million followers. Targeting a new younger demographic, NDTV''s channels on Snapchat are driving high engagement with 0.9 million followers. NDTV''s video views across online platforms have crossed 10.4 billion views in FY25, with a combined presence of over 90.4 million across social media platforms.

The key aspects of your Company''s consolidated financial performance for FY25 are as follows:

¦ Consolidated total revenue from operations stood at '' 4,650.31 million in FY 2024-25 vs '' 3,700.06 million in FY 2023-24.

¦ Consolidated EBIDTA decreased by 2672% to '' (1,715.94) million in FY 2024-25 vs '' (61.90) million in FY 2023-24.

¦ Consolidated Net Loss stood at '' (2,180.23) million in FY 2024-25 vs '' (213.67) million in FY 2023-24.

The key aspects of your Company''s standalone financial performance for FY25 are as follows:

¦ Revenue from operations increased by 14.31% to '' 2,617.23 million in FY 2024-25 vs '' 2,289.64 million in FY 2023-24.

¦ Net Loss stood at '' (1,997.96) million in FY 2024-25 vs '' (122.59) million in FY 2023-24.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Dividend and Reserves Dividend

The Board of Directors ("the Board") of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2024-25.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on your Company''s website and link for the same is given in Annexure A of this report.

Transfer to Reserves

In accordance with the Act, the Board of your Company does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for the FY 2024-25, after all appropriations and adjustments, was '' (3,724.55) million.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The authorized share capital of your Company is '' 1,733 million and paid-up share capital of your Company is '' 257.89 million.

Strategic Acquisitions/ Investment

During the year under review, your Company undertook strategic steps to consolidate its holdings in the subsidiary companies with a view to enhance the operational control and to streamline the group structure. In this regard, your Company made the investments for the acquisition of:

¦ 6,445 equity shares, constituting 9.66% equity share capital of NDTV Convergence Limited;

¦ 8,740 equity shares, constituting 14.86% equity share capital of NDTV Networks Limited;

¦ 9,566 equity shares, constituting 8.00% equity share capital of NDTV Worldwide Limited;

¦ 2,98,700 equity shares, constituting 26% equity share capital of NDTV Media Limited.

Public Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY25 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The particulars of loans, investments, guarantees, and securities made during the year under review, are given in the notes forming part of the standalone financial statements of the Company as per Section 186 of the Act.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

Pursuant to the provisions of Sections 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 of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be available for inspection by any shareholder during working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of your Company and the audited accounts of each of its subsidiaries, are available on the website of your Company (www.ndtv.com).

Material Subsidiaries

Based on the Financial Statements as on March 31,2025, your Company has 1 (one) unlisted material subsidiary

i.e. NDTV Convergence Limited. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company''s website and a link for the same is given in Annexure A of this report.

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

Directors and Key Managerial Personnel

As of March 31, 2025, your Company''s Board of Directors comprises 6 (six) members, including 2 (two) Executive Directors and 4 (four) Non-Executive Independent Directors, one of whom is a Woman Director. The details of the Board and Committees composition, Directors''

tenure, and other information are available in the Corporate Governance Report, which forms part of this Annual Report.

In compliance with the SEBI Listing Regulations, the Board has identified the Directors'' core skills, expertise, and competencies relevant to your Company''s business for effective governance. Details of the Board''s key skills, expertise, and core competencies are provided in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, the following changes took place in the Directorships:

Re-appointment:

¦ Mr. Upendra Kumar Sinha (DIN: 00010336) has been re-appointed as an Independent Director and Chairperson of your Company for a second term of 3 (three) years, with effect from March 27, 2025, notwithstanding his attaining the age of seventy-five years, subject to the approval of the shareholders at the ensuing AGM.

¦ Ms. Dipali Balkrishan Goenka (DIN: 00007199) has been re-appointed as an Independent Director of your Company for a second term of 3 (three) years, with effect from March 27, 2025, subject to the approval of the shareholders at the ensuing AGM.

¦ Mr. Dinesh Kumar Mittal (DIN: 00040000) has been re-appointed as an Independent Director of your Company for a second term of 3 (three) years, with effect from June 27, 2025, notwithstanding his attaining the age of seventy-five years, subject to the approval of the shareholders at the ensuing AGM.

Change in designation:

¦ Mr. Senthil Chengalvarayan (DIN: 02330757) has been re-designated as a Non-Executive Non-Independent Director of your Company w.e.f. April 1, 2025, subject to the approval of the shareholders at the ensuing AGM.

Re-appointment of Director(s) retiring by rotation

¦ In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, and the Articles of Association of your Company, Mr. Sanjay Pugalia (DIN: 08360398) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Upendra Kumar Sinha, Ms. Dipali Balkrishan

Goenka, Mr. Dinesh Kumar Mittal, Mr. Sanjay Pugalia, and re-designation of Mr. Senthil Chengalvarayan for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are the Key Managerial Personnel ("KMPs”) of your Company as per Sections 2(51) and 203 of the Act:

¦ Mr. Sanjay Pugalia, Whole-time Director

¦ Mr. Anup Dutta, Chief Financial Officer

¦ Ms. Parinita Bhutani Duggal, Company Secretary

Committees of the Board

As on March 31, 2025, the Board has constituted the following Statutory Committees pursuant to the applicable provisions of the Act and the SEBI Listing Regulations:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 7 (seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of Board meetings

and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on March 7, 2025 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees, and the Board as a whole, along with the performance of the Chairperson of your Company, taking into account the views of the Whole-time Directors and assessed the quality, quantity and timeliness of the flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board for the FY 2024-25.

A detailed questionnaire was prepared in accordance with the criteria outlined in the SEBI''s ''Guidance Note on Board Evaluation'' and was approved by the Nomination and Remuneration Committee ("NRC").

The results of the evaluation showed high level of commitment and engagement of the Board, its various Committees and individual Directors. The recommendations arising from the evaluation process were discussed at the Independent Directors'' meeting held on March 7, 2025 and also at the NRC meeting and Board meeting held on April 25, 2025. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.

Board Familiarisation and Training Programme

The Board Familiarisation Programme comprises of the following:

¦ Induction programme for Directors including Non-Executive Directors;

¦ Immersion sessions on business and functions;

¦ Formulating business plans and new regulatory requirements; and

¦ Strategy sessions

All new Directors are provided with necessary documents/ presentations, reports and internal policies to enable them to familiarise with your Company''s procedures and practices.

Periodic presentations are made by the senior executives at the Board and Committee meetings. Key aspects that are covered in these presentations include:

¦ Industry / market trends;

¦ Overview of the Company''s operations including those of major subsidiaries;

¦ Growth Strategy; and

¦ Changes in statutory provisions.

The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

Policy on Directors'' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on the Directors'' appointment, remuneration and other matters ("Remuneration Policy”), which is available on the website of your Company and link for the same is given in Annexure A of this report.

The Remuneration Policy for selection of the Directors and determining the Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance, based on review of achievements. The Remuneration Policy is in consonance with the existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms set out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of its knowledge and based on the information and explanations received from the management of your Company, confirms that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

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

Internal Financial control system and its adequacy

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

Your Company operates under a structured Risk Management Framework designed to identify, assess, and mitigate risks effectively. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the

area of financial risks and controls. The major risks identified across the businesses are systematically addressed through mitigation measures on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

Compliance Management Mechanism

Your Company has deployed a compliance management tool to monitor compliance requirements and provide period updates to the senior management. The Audit Committee and the Board periodically monitor the status of compliance with applicable laws.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure A of this report.

During the year, your Company was not required to make CSR contribution as it did not qualify in any of the criteria mentioned in Section 135 of the Act read with rules made thereunder. Accordingly, the Annual Report on CSR activities is not applicable on your Company for FY25 and hence, does not form part of this report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to upholding high standards of corporate governance. As required under the SEBI Listing Regulations, the Corporate Governance Report is included in this Annual Report, along with the requisite compliance certificate from a Practicing Company Secretary.

Pursuant to SEBI Listing Regulations, your Company has established a Code of Conduct applicable to its Board Members and Senior Management Personnel.

All concerned individuals have acknowledged compliance with the Code, which is hosted on the Company''s website and the link for the same is given in Annexure A of this report.

Business Responsibility & Sustainability Report (BRSR)

In compliance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for FY25, outlining your Company''s environmental, social, and governance (ESG) initiatives, is included in this Annual Report. The ESG disclosures have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act, is made available on the website of your Company and can be accessed using the link: https://www.ndtv.com/convergence/ndtv/ corporatepage/Annual_return.aspx

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm''s length, in the ordinary course of business, and in accordance with the provisions of the Act, SEBI Listing Regulations, and your Company''s Policy on Related Party Transactions.

The Audit Committee comprises 4 (four) members, with Independent Directors forming the majority. The Members disclosed their interests and recused themselves from deliberations and voting on the transaction(s) in which they were interested.

During the year, your Company has not entered into any transaction with a related party which could be considered material in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2, is not applicable and hence does not form part of this report.

During the year, all material Related Party Transactions, as required under the SEBI Listing Regulations, were duly approved by the Company''s shareholders through postal ballot. The respective results were declared on October 6, 2024 and March 22, 2025.

Audit of your Company for FY25. The Secretarial Audit Report for the year under review is provided as Annexure B to this report. There are no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

Further, pursuant to the amended Regulation 24A of the SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, M/s. Vishal Arora & Associates, Practicing Company Secretaries (C.P. No.5992; Peer review certificate no. 967/2020) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of 5 (five) consecutive years from FY 2025-26 to FY 2029-30. M/s. Vishal Arora & Associates, Practicing Company Secretaries, have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of the SEBI Listing Regulations, NDTV Convergence Limited, which is a material unlisted subsidiary of your Company, also appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit for FY25. The Secretarial Audit Report confirms that the material subsidiary has complied with the provisions of the Act, including rules, regulations and guidelines thereof, and that there were no deviations or non - compliances. The Secretarial Audit Report of the material subsidiary for the year under review is provided as Annexure B to this report.

Secretarial Standards

During the year under review, your Company has complied with all applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Cost Records and Cost Auditors

During the year under review, your Company maintained all accounts and cost records as required under Section 148(1) of the Act. These records were audited by your Company''s Cost Auditors, M/s. Sanjay Gupta & Associates, for FY 2024-25.

The Board has re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration Number: 000212) as the Cost Auditors of your Company for conducting the audit of cost records for FY 2025-26. A resolution seeking approval of the Shareholders

Your Company did not enter into any Related Party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link given in Annexure A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors'' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 00050N/N500045) were appointed as Statutory Auditors of the Company, for a term of 5 (five) years to hold office till the conclusion of the ensuing AGM to be held in the year 2025.

As recommended by the Audit Committee, the Board of Directors of the Company approved the re-appointment of M/s. S.N. Dhawan & Co. LLP, Chartered Accountants as Statutory Auditors of the Company, to hold office for a second term of 5 (five) consecutive years commencing from the conclusion of the ensuing 37^th AGM till the conclusion of 42^nd AGM of the Company to be held in the year 2030, subject to your approval being sought at the ensuing AGM.

Your Company has received a letter from M/s. S.N. Dhawan & Co. LLP, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Act read with the rules made thereunder and that they are not disqualified for such re-appointment.

The Statutory Auditors were represented at the previous Annual General Meeting of your Company conducted on June 26, 2024.

The Statutory Auditors have issued unmodified opinions on both the Standalone and Consolidated Financial Statements. Their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The notes to the financial statements, as referred to in the Auditors'' Report, are self-explanatory.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Board re-appointed M/s. Vishal Arora & Associates, Practicing Company Secretaries, to undertake the Secretarial for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM.

The Company has duly prepared and maintained all cost accounts and records as mandated under Section 148(1) of the Act.

Reporting of frauds by Auditors

During the year under review, no fraud by any officer or employee of your Company was reported to the Audit Committee by the Statutory Auditors or the Secretarial Auditor, in compliance with Section 143(12) of the Act.

Particulars of Employees

Your Company has 796 employees as of March 31, 2025.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure C to this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed thereunder, your Company has implemented a comprehensive Anti-Sexual Harassment Policy and established Internal Complaints Committees (ICC) at all relevant locations across India. These Committees are empowered to address and resolve complaints of sexual harassment.

Each ICC comprises an external member with relevant expertise and is chaired by a senior female employee. The Committees conduct impartial investigations and render decisions at their respective locations.

Your Company maintains a zero-tolerance policy toward sexual harassment in the workplace, including remote work environments.

To reinforce this commitment, the ICCs actively conduct awareness programmes on sexual harassment prevention. Additionally, all employees must complete mandatory POSH (Prevention of Sexual Harassment) training and certification to enhance sensitivity and awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

Vigil Mechanism

In compliance with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has implemented a Whistle Blower Policy and established a Vigil Mechanism. This framework enables Directors and employees to report genuine concerns regarding unethical behavior or improper practices without fear of retaliation.

The Vigil Mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee.

The said policy is uploaded on the website of your Company and the link for the same is given in Annexure A of this report.

During the year under review, your Company received and investigated one whistleblower complaint through its Ethics Committee. The investigation found no instances of non-compliance, and the matter was formally closed following comprehensive reporting to the Audit Committee in line with the Policy requirements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided in Annexure D to this report.

Cyber Security

In response to growing cybersecurity threats, the Company conducts periodic reviews of its cybersecurity maturity and continuously enhances both processes and technological controls to align with evolving risks. Our technology environment employs real-time security monitoring with multi-layered controls spanning

end-user devices, network infrastructure, applications, and data protection.

During the reporting period, your Company has identified a phishing attack on September 26, 2024, which compromised two business email accounts. A thorough investigation was conducted, and the incident was promptly reported to the Computer Emergency Response Team (CERT-In) in accordance with the regulatory requirements.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in the Company''s shares by the Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers the Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been made available on your Company''s website and the link for the same is given in Annexure A to this report.

General Disclosures

1. During the year under review, Mr. Sanjay Pugalia, Whole-time Director of your Company, has not drawn any remuneration from the Company. Mr. Pugalia draws remuneration from AMG Media Networks Limited (AMG Media), in his capacity as a Director of AMG Media, which is the Holding Company of your Company. Except Mr. Pugalia, no other Director of your Company was in receipt of any remuneration or commission from any holding / subsidiary company of your Company for the FY 2024-25.

2. An Interlocutory application was filed by the Resolution Professional under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016, challenging certain transactions undertaken by an erstwhile subsidiary, Indianroots Shopping Limited, in which the Company sold the majority stake in 2018. Your Company has filed its response categorically denying the allegations and has provided the relevant supporting document for the transactions. The matter is still pending before the NCLT and no adverse order has been passed against your Company.

3. Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme;

c. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations. Further, the details of Penalties / Adverse orders / Show Cause Notice is annexed as Annexure E to this Report;

d. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loans were given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3) (c) of the Act);

e. One time settlement of loan obtained from the Banks or Financial Institutions;

f. Revision of financial statements and Directors'' Report of your Company;

g. Change in the nature of business of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Statutory Authorities and Banks. Your Directors thank all the esteemed shareholders, customers, vendors, audience and business associates for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

---

Mar 31, 2024

The Directors are pleased to present the 36^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

The summarized financial highlight is depicted below:

(Rs. in Million)
Particulars	Consolidated Results		Standalone Results
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	3,700.06	3,858.63	2,289.64	2,206.50
Other Income	227.05	139.17	289.37	191.66
Total Income	3,927.11	3,997.80	2,579.01	2,398.16
Expenditure other than Depreciation and Finance cost	3,989.01	3,288.16	2,498.90	1,986.59
Depreciation and Amortisation Expenses	94.77	171.20	87.72	165.33
Finance Cost
- Interest and Bank Charges	45.92	28.58	114.98	64.56
- Derivative (Gain)/Loss (net)	-	-	-	-
Total Expenditure	4,129.70	3,487.94	2,701.60	2,216.48
Profit before share of Profit/ (Loss) from joint ventures, exceptional items and tax	(202.59)	509.86	(122.59)	181.68
Share of loss from joint ventures	2.07	4.86	-	-
Profit before exceptional items and tax	(200.52)	514.72	(122.59)	181.68
Add/(Less):- Exceptional Items	-	117.64	-	106.61
Total Tax Expense	13.15	103.02	-	2.18
Profit/loss for the year	(213.67)	529.34	(122.59)	286.11
Other Comprehensive income (net of tax)	(11.89)	(7.56)	(8.77)	(4.34)
Total Comprehensive Income for the year (net of tax)	(225.56)	521.78	(131.36)	281.77
Attributable to:
Equity holders of the parent	(213.43)	480.37	-	-
Non-controlling interests	(12.13)	41.41	-	-

Notes :

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

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

New Delhi Television Limited ("NDTV’'') founded in 1988, is a pioneering news television and digital journalism company in India. NDTV is today the most credible and respected news network in India and a leader in digital reach. Its channels NDTV 24x7 (English), NDTV India (Hindi), NDTV Profit (Business), NDTV Madhya Pradesh & Chhattisgarh, NDTV Rajasthan and NDTV Marathi (Regional) continue to raise the standards of journalism with innovative programming and uncompromising integrity. Incisive and creative the channels target the global Indian with news that is credible, true and fast. On social media, NDTV''s following remains premium. NDTV is the most-popular news handle on X (formally twitter) with 21.9 million followers in India. NDTV channels on YouTube have nearly 32.25 million subscribers making it the highest subscribed English news channel in India. NDTV is also the most-followed English news account on Instagram in India with 4.26 million followers. NDTV video views across online platforms have crossed 4.6 billion views in FY24 making it most popular brand for news in India.

The key aspects of your Company''s Consolidated performance during the FY24 are as follows:

¦ Consolidated Net Profit/(loss) stood at (213.67) million in the FY 2023-24 vs 529.34 million for the FY 2022-23.

¦ Consolidated total revenue from operation stood at 3,700.06 million in the FY 2023-24 vs 3,858.63 million for the FY 2022-23.

¦ Consolidated EBIDTA decreased by (109%) to (61.90) million in the FY 2023-24 vs 709.64 million in the FY 2022-23.

The key aspects of your Company''s Standalone performance during the FY24 are as follows:

¦ Net Profit/(Loss) stood at (122.59) million in the FY 2023-24 vs 286.11 million in the FY 2022-23.

¦ Revenue from operation increased by 3.8% to 2,289.64 million in the FY 2023-24 vs 2,206.50 million in the FY 2022-23.

Dividend and Reserves Dividend

The Board of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2023-24.

Transfer to Reserves

Your Company has not transferred any amount to the General Reserve during the FY 2023-24. The closing balance of the retained earnings of your Company for the FY 2023-24, after all appropriations and adjustments, was '' (1,782.27) million.

Registered Office

During the year under review, your Company has shifted its Registered Office within the local limits of the city

i.e. from B-50A, 2^nd Floor, Archana Complex, Greater Kailash - I, New Delhi - 110048 to W-17, 2^nd Floor, Greater Kailash - I, New Delhi - 110048 with effect from January 30, 2024.

Re-classification of Promoters

During the year under review, BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”) have granted their approval for reclassification of Dr. Prannoy Roy and Mrs. Radhika Roy from ''Promoter'' to ''Public'' category shareholders with effect from April 22, 2024. Accordingly, Dr. Roy and Mrs. Roy have ceased to be the promoters of your Company with effect from the said date.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of the Company. The authorized share capital of your Company is '' 1,733 million and paid-up share capital of your Company is '' 257.89 million.

Public Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The particulars of loans, investments, guarantees, and securities provided by the Company, during the year under review, are given in the notes forming part of the standalone financial statement of the Company as per Section 186 of the Act.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

Appointment:

¦ Mr. Dinesh Kumar Mittal, (DIN:00040000),

was appointed as an Additional Director of your Company w.e.f. June 27, 2023. His appointment was approved by the shareholders by passing a special resolution in the Annual General Meeting ("AGM") held on July 20, 2023.

Change in designation;

¦ Mr. Sanjay Pugalia (DIN: 08360398) was

re-designated as Whole-time Director of the Company w.e.f. April 1, 2023.

¦ Mr. Senthil Chengalvarayan (DIN: 02330757)

was re-designated as Whole-time Director of the Company w.e.f. April 1, 2023.

Cessation;

¦ Mr. Aman Kumar Singh, (DIN: 02860208), resigned as the Non-Executive Director of the Company w.e.f. April 1, 2023.

The Board places on record the deep appreciation for valuable services and guidance provided by Mr. Aman Kumar Singh, during his tenure of Directorship.

Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Senthil Chengalvarayan (DIN: 02330757) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Senthil Chengalvarayan as the Whole-time Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Pursuant to the provisions of Sections 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 of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statement and related information of the Company, and the audited accounts of each of its subsidiaries, are available on www.ndtv.com.

Material Subsidiaries

As on March 31, 2024, the Company had 1 (one) unlisted material subsidiary i.e. NDTV Convergence Limited. Ms. Dipali Goneka and Mr. Viral Jagdish Doshi, Independent Directors of the Company are also the Directors on the Board of the material subsidiary. Your Company has formulated a policy for determining Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

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

Directors and Key Managerial Personnels

As of March 31, 2024, your Company''s Board of Directors ("Board”) had six members comprising of two Executive Directors and four Non-Executive Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s business for effective functioning. The key skills, expertise and core competencies of the Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, following changes took place in the Directorships:

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

¦ Mr. Sanjay Pugalia, Whole-time Director

¦ Mr. Senthil Chengalvarayan, Whole-time Director

¦ Mr. Anup Dutta, Chief Financial Officer

¦ Ms. Parinita Bhutani Duggal, Company Secretary

Committees of Board

As on March 31, 2024, the Board has constituted the following Statutory Committees pursuant to the applicable provisions of the Act and the SEBI Listing Regulations:

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

¦ Corporate Social Responsibility Committee

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 7 (seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on March 31, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Whole-time Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairperson of the Board for the FY 2023-24.

A detailed questionnaire was prepared in accordance with the criteria outlined in SEBI''s ''Guidance Note on Board Evaluation'' issued on January 5, 2017 and was approved by the Nomination and Remuneration Committee.

The results of the evaluation showed high level of commitment and engagement of the Board, its various committees and individual directors.

Board Familiarisation and Training Programme

The Board Familiarisation Program comprises of the following:

¦ Induction Program for Directors including Non-Executive Directors;

¦ Immersion sessions on business and functions; and

¦ Strategy sessions

All new Directors are provided with necessary documents /presentations, reports and internal policies to enable them to familiarise with the Company''s procedures and practices.

Periodic presentations are made by the senior executives at the Board and Committee meetings. Key aspects that are covered in these presentations include:

¦ Changes in statutory provisions;

¦ Industry / market trends;

¦ Overview of the Company''s operations including those of major subsidiaries; and

¦ Growth Strategy

The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

Policy on Directors'' appointment and remuneration

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) which is available on the website of your Company at

https://www.ndtv.com/convergence/ndtv/corporate

page/images/nrc_636716666857186749.pdf

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company''s website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

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

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing Regulations are provided in Annexure-A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company at https://www.ndtv.com/convergence/ ndtv/corporatepage/images/NDTVCSRPolicy.pdf. The Annual Report on CSR activities is given in Annexure-F of this report.

The Company has spent 2% of three year''s average net profit towards CSR during the FY24.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.ndtv. com/convergence/ndtv/corporatepage/images/Code_of_ Conduct_for_Board_and_SeniorManagement.pdf.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. The ESG disclosures have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https://www.ndtv.com/convergence/ndtv/ corporatepage/Annual_return.aspx

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm''s length and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

The Audit Committee comprise of four members, with majority of Independent Directors. The members of the Audit Committee are abstained from discussing and voting in the transaction(s) in which they were interested.

During the FY24, your Company has not entered into any transaction with a related party which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the material Related Party Transactions pursuant to the provisions of the SEBI Listing Regulations were duly approved by the shareholders of the Company through postal ballots, the result of which were declared on June 27, 2023 and March 8, 2024.

Your Company did not enter into any Related Party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company''s website and can be accessed using the link https://www.ndtv.com/convergence/ndtv/corporate page/images/NDTV_Revised_RPT_Policy_wef_1_ 04_2019.pdf.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors'' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 00050N/N500045) were re-appointed as the Statutory Auditors of your Company, for the second term of five years till the conclusion of 37^th AGM of your Company to be held in the year 2025.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representative of Statutory Auditors of your Company attended the previous AGM of your Company held on July 20, 2023.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors'' Report are self-explanatory.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s Vishal Arora & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

Secretarial Audit of Material Unlisted Subsidiary

As per the requirements of the SEBI Listing Regulations, NDTV Convergence Limited, which is a material subsidiary of your Company, also appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit for FY24. The Secretarial Audit Report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The Secretarial Audit Report of the material subsidiary for the year under review is provided as Annexure-B of this report.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by The Institute of Company Secretaries of India.

Cost Records and Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s Sanjay Gupta & Associates, Cost Auditors of the Company for FY24.

The Board has re-appointed M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration Number: 000212) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2024-25 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by the Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company has 671 employees as of March 31, 2024.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees'' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down an Anti-Sexual Harassment Policy and has constituted Internal Complaints Committees (ICC), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICC includes external member with relevant experience. The ICC, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company at https://www.ndtv.com/convergence/ndtv/corporate page/images/VigilMechanism_New.pdf

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in the Company''s shares by Company''s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI”). The Code covers the Company''s obligation to

maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been made available on the Company''s website and link for the same is given in Annexure-A of this report.

General Disclosures

1. During the year under review, Mr. Sanjay Pugalia, Whole-time Director of the Company has not drawn any remuneration from the Company. Mr. Pugalia, draws remuneration from AMG Media Networks Limited (AMG Media), in his capacity as Director of AMG Media, Holding Company of your Company.

Except Mr. Pugalia, no other Director of the Company was in receipt of any remuneration or commission from any holding / subsidiary company of your Company for the FY 2023-24.

2. An Interlocutory application was filed by the Resolution Professional under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016, challenging certain transactions undertaken by an erstwhile subsidiary, Indianroots Shopping Limited, in which the Company sold the majority stake in 2018. The Company has filed its response categorically denying the allegations and has provided the relevant supporting document for the transactions. The matter is still pending before the NCLT and in all hearings thus far, no adverse observation or order has been passed against the Company.

3. Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme.

c. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations. Further, the details of Penalties / Adverse orders / Show Cause Notice is annexed as Annexure-E to this Report.

d. Voting rights which are not directly exercised by the employees in respect of shares for

the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

e. One time settlement of loan obtained from the Banks or Financial Institutions.

f. Revision of financial statements and Directors'' Report of your Company.

g. Change in the nature of business of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Statutory Authorities and Banks. Your Directors thank all the esteemed shareholders, customers, vendors, audience and business associates for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

---

Mar 31, 2023

The Directors are pleased to present the 35th Annual Report along with the Audited Financial Statements of your Company for the financial year ended on March 31,2023.

Financial Performance Summary

The summarized financial performance highlight is as mentioned below:				(Rs. in Million)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
FINANCIAL RESULTS
Total Income	3997.80	4191.48	2,398.16	2,607.88
Total Expenditure other than Financial Costs and Depreciation	3288.16	2962.47	1,986.59	1714.73
Profit before Depreciation, Finance Costs and Tax	709.64	1,229.01	411.57	893.15
Finance Costs	28.58	101.95	64.56	117.63
Depreciation, Amortization and Impairment Expense	171.2	189.44	165.33	183.72
Profit / (Loss) for the year before Exceptional Items and Tax	509.86	937.62	181.68	591.80
Add / (Less) Share of profit from Associates / Joint Venture (net of tax)	4.86	23.61	-	-
Add / (Less) Exceptional Item	(117.64)	0	(106.61)	-
Profit / (Loss) for the year before Taxation	632.36	961.23	288.29	591.80
Total Tax Expenses	103.02	113.61	2.18	-
Net Profit for the year (A)	529.34	847.62	286.11	591.80
Add / (Less) Other Comprehensive Income/ (Loss) for the year (Net of Tax)	(7.56)	14.86	(4.34)	9.05
Total Comprehensive Income / (Loss) for the year attributable to the Owners of the Company (B)	(7.56)	14.86	(4.34)	9.05
Add / (Less) Share of Minority Interest (C)	(41.41)	(50.66)	-	-
Net Profit / (Loss) for the year after Minority Interest (A B C)	480.37	811.82	281.77	600.85
Balance carried to Balance Sheet	480.37	811.82	281.77	600.85

Notes:

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

2. Previous year figures have been regrouped/re-arranged wherever necessary.

Performance

Operational Highlights

New Delhi Television Limited (“NDTV”) founded in 1988,

is a pioneering news television and digital journalism company in India. NDTV is today the most credible and respected news network in India and a leader in digital reach. Its channels NDTV 24x7 (English), NDTV India (Hindi) and NDTV Profit (Business) continue to raise the standards of journalism with innovative programming and uncompromising integrity. Incisive and creative,

the channels target the global Indian with news that is credible, true and fast. On social media, NDTV''s following remains premium. NDTV is the most-popular news handle on Twitter with 17.7 million followers in India. NDTV channels on YouTube is the highest subscribed English news publisher in India with nearly 29 million subscribers. NDTV is also one of the most-followed English news account on Instagram in India. NDTV videos views across online platforms are 5.5 billion for the year making it most popular brand for news in India.

Sr. No.	Name of the Director	Designation	Date of Appointment
1	Mr. Sanjay Pugalia1	Non-Executive Director	December 23, 2022
2	Mr. Senthil Sinniah Chengalvarayan2	Non-Executive Director	December 23, 2022
3	Mr. Aman Kumar Singh3	Non-Executive Director	December 30, 2022
4	Mr. Sunil Kumar4	Independent Director	December 30, 2022
5	Mr. Viral Jagdish Doshi	Independent Director	January 24, 2023
6	Mr. Upendra Kumar Sinha	Independent Director and Chairperson	March 27, 2023
7	Ms. Dipali Balkrishan Goenka	Independent Director	March 27, 2023
Notes : 1. Mr. Sanjay Pugalia was re-designated as a Whole-time Director w.e.f. April 1, 2023. 2. Mr. Senthil Sinniah Chengalvarayan was re-designated as a Whole-time Director w.e.f. April 1, 2023. 3. Mr. Aman Kumar Singh ceased to be the Non - Executive Director w.e.f. April 1, 2023. 4. Mr. Sunil Kumar ceased to be the Independent Director w.e.f. March 9, 2023. Cessation :
Sr. No.	Name of the Director	Designation	Date of Cessation
1	Mr. Prannoy Roy	Executive Co-Chairperson	December 30, 2022
2	Mrs. Radhika Roy	Executive Co-Chairperson	December 30, 2022
3	Ms. Indrani Roy	Independent Director	December 30, 2022
4	Mr. Kaushik Dutta	Independent Director	December 30, 2022
5	Mr. John Martin O'' Loan	Independent Director	December 30, 2022
6	Mr. Darius Taraporvala	Non-Executive Director	December 30, 2022

Change in Control

The Adani Group ventured into Media and Broadcasting business in financial year 2022-23, by taking over the control of New Delhi Television Limited through its group companies RRPR Holding Private Limited and Vishvapradhan Commercial Private Limited on December 30, 2022.

NDTV is now a subsidiary of AMG Media Networks Limited, an Adani Group Company.

Consolidated Financial Statements

The Audited Consolidated Financial Statements of your Company as on March 31,2023, prepared in accordance with the relevant applicable IND AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and provisions of the Companies Act, 2013, forms part of this Annual Report.

Financial Highlights:

• Consolidated Net Profit stood at H529.34 million for the financial year 2022-23 vs H847.62 million in the financial year 2021-22.

• Consolidated total revenue from operation stood at H3,858.63 million in the financial year 2022-23 vs H3,963.96 million in the financial year 2021-22.

• Consolidated EBIDTA decreased by 45.62% to H509.86 million in the financial year 2022 -23 vs H937.62 million in the financial year 2021-22.

Standalone Financial Results

On a standalone basis, the Net Profit of the Company was H286.11 million as compared to a Net Profit of H591.80 million in the previous year. The revenue from operation of the Company decreased by 4.44% to H2,206.50 million as compared to H2,309.07 million during the previous year.

Dividend

The Board of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the financial year 2022-23.

General Reserves

Your Company has transferred H61.18 million to the General Reserve during the financial year 2022-23.

Deposits

During the year under review, your Company has not accepted or renewed any deposits from the public under Chapter V of the Companies Act, 2013 read with the

Companies (Acceptance of Deposit) Rules, 2014. There are no outstanding deposits at the end of the financial year 2022-23.

Particulars of Loans, Guarantees or Investments

Details of loans, investments, guarantees, and securities provided by the Company are listed in the notes forming part of the standalone financial statement of the Company as per Section 186 of the Companies Act, 2013.

Subsidiaries, Joint Ventures and Associate Companies

A separate statement highlighting the financial statements of subsidiaries, associates and joint ventures of the Company are detailed in the prescribed Form AOC-1, which forms part of the Consolidated Financial Statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement and related information of the Company, and the audited accounts of each of its subsidiaries, are available on www.ndtv.com.

During the year under review, the following ceased to be subsidiaries of the Company:

• Delta Softpro Private Limited - Sale of entire stake held by NDTV

• SmartCooky Internet Limited - Dissolved under Insolvency and Bankruptcy Code, 2016

There has been no material change in the nature of the business of the subsidiaries.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI LODR, is presented in a separate section forming part of this Annual Report.

Directors and Key Managerial Personnel

As on March 31,2023, your Company''s Board of Directors (“the Board”), had six Directors comprising of three Non -Executive Non - Independent Directors, two Independent Directors and one Women Independent Director. The details of the Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the following changes were made in the Board / Key Managerial Personnel of the Company:

During the year under review, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Parinita Bhutani Duggal as the Company Secretary and Compliance Officer of the Company w.e.f. May 18, 2022. Further, Mr. Rajneesh Gupta resigned as the Chief Financial Officer (CFO) w.e.f. February 15, 2023 and Mr. Anup Dutta was appointed as the CFO - NDTV Group w.e.f. February 16, 2023, in keeping with the provisions of Section 203 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with rules made thereunder and Articles of Association of the Company, Mr. Sanjay Pugalia (DIN: 08360398), is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Company has further received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed

Appointment:

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has appointed the below Directors on the Board of the Company: under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI LODR and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Committees of Board

During the year under review, keeping in view the changes made in the Board, the Board of Directors of the Company reconstituted the existing Committees and amended / adopted the terms of reference of the said Committees.

The details of various Committees constituted by the Board, are given in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board of Directors met 10 (ten) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors’ Meeting

The Independent Directors met on March 31, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole, and assessed the quality, quantity, and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, during the year under review, the Board constituted an Independent Directors'' Committee, pursuant to the provisions of Regulation 26(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, comprising of Mr. Kaushik Dutta, Chairperson, Ms. Indrani Roy and Mr. John Martin O'' Loan, Members. The Committee met two times i.e., on November 14, 2022, and November 16, 2022. All the Independent Directors attended the meetings.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board.

The Nomination and Remuneration Committee framed questionnaires for the evaluation of the Board as a whole as also that of Board Committees (viz. Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Risk Management Committee), and that of the Directors and Chairperson, were in accordance with the criteria outlined in SEBI''s ‘Guidance Note on Board Evaluation'' issued on January 5, 2017.

The Board expressed its satisfaction with the performance, professional expertise and knowledge of each of its Directors. All Directors effectively and expertly contributed to decision-making. All Committees were duly constituted and functioned effectively. The Board expressed its satisfaction with the decision-making and decision-implementing procedures.

Policy on Directors’ Appointment and Remuneration

The Company''s policy on Directors'' appointment and remuneration (“Nomination and Remuneration Policy”) as provided in Section 178(3) of the Companies Act, 2013 is available on the Company''s website at https://drop.ndtv.com/uploads/convergence/images/ nrc_636716666857186749.pdf

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the Profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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. that the Annual Financial Statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Internal Financial Controls system and their adequacy

The details in respect of internal financial controls system and their adequacy are included in the Management Discussion and Analysis Section, which forms part of this Annual Report.

Risk Management

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are

systematically addressed through mitigation actions on a continual basis.

The Risk Management Policy is available on Company''s website at https://www.ndtv.com/convergence/ndtv/ corporatepage/images/Risk_Management_Policy.pdf

Board Policies

The details of the policies approved and adopted by the Board, as required under Companies Act, 2013 and the SEBI LODR are provided in Annexure A to this report.

Corporate Social Responsibility (CSR)

Your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The updated CSR Policy is available on the website of the Company at https://www. ndtv.com/convergence/ndtv/corporatepage/images/ NDTVCSRPolicy.pdf

The Annual Report on CSR activities is annexed as Annexure B to this report.

Further, the Chief Financial Officer of the Company has certified that the amount spent on CSR for the financial year 2022-23 have been utilized for the purpose and in the manner approved by the Board.

Corporate Governance

Your Company is committed to good corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI LODR, forms part of this Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI LODR, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management of the Company (Code of Conduct), who have affirmed the compliance thereto. The said Code of Conduct is available on the website of the Company at https://www.ndtv.com/ convergence/ndtv/corporatepage/codeofconduct.aspx

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2023, as stipulated by the SEBI LODR, forms part of this Annual Report.

Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on March 31,2023, prepared in accordance with Section 92(3) of the Companies Act, 2013, will be made available on the website of the Company at https://www.ndtv.com/convergence/ndtv/corporatepage/ DisclosuresunderSEBILODR.aspx?catid=7

Transactions with Related Party

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All related party transactions entered into during the financial year under review, were on an arm''s length basis and in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. 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.

During the year under review, your Company has reported transactions with the related party which are material as per Regulation 23 of the SEBI LODR and the Company has taken approval from members for said material related party transactions.

The Policy on Related Party Transactions is available on the Company''s website at https://www.ndtv.com/ convergence/ndtv/corporatepage/images/NDTV_ Revised_RPT_Policy_wef_1_04_2019.pdf

General Disclosure

1. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items, during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

c. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations. Further, the details of Penalties / Adverse orders / Show Cause Notice is annexed as Annexure C to this Report.

Further as per the provisions of Regulation 24A of the SEBI LODR, NDTV Convergence Limited (“Convergence”), which is a material subsidiary of the Company, also appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice, as its Secretarial Auditors for the financial year 2022-23.

The Secretarial Audit Report of the Company and of Convergence are annexed as Annexure D to this report. They do not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

During the year under review, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants as the Cost Auditors to audit the cost records of the Company for the financial year 2023-24.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the approval of the members is being sought at the forthcoming AGM of the Company for the ratification of remuneration amounting to H1,50,000/- (One Lakh Fifty Thousand only) excluding applicable taxes and reimbursement of out-of-pocket expenses, payable to the Cost Auditors for the financial year 2023-24.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported to the Audit Committee or to the Board, any instances of fraud committed against your Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Particulars of Employees

Your Company had 508 employees on the its roles, as on March 31,2023.

Details of remuneration of Directors and Key Managerial Personnel (KMP) as required under section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E to this report.

d. Voting rights which are not directly exercised by the employees in respect of shares for the subscription / purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

e. Change in the nature of business of your Company.

2. An Interlocutory application was filed by the Resolution Professional under Section 43 and Section 66 of the Insolvency and Bankruptcy Code, 2016, challenging certain transactions undertaken by an erstwhile subsidiary, Indianroots Shopping Limited, in which the Company sold the majority stake in 2018. The Company has filed its response categorically denying the allegations and has provided the relevant supporting document for the transactions. The matter is still pending before the NCLT and in all hearings thus far, no adverse observation or order has been passed against the Company.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, S.N. Dhawan & Co. LLP, Chartered Accountants (FRN: 000050N/ N500045), were appointed as the Statutory Auditors of the Company at the 32nd Annual General Meeting (AGM) held on September 23, 2020, for a period of five (5) years to hold office till the conclusion of the 37th AGM of the Company, to be held in the year 2025.

The Auditor''s Report for the year under review does not contain any qualification, reservation or adverse remark. The notes on financial statements referred to in the Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has re-appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice as Secretarial Auditors of the Company for the financial year 2022-23.

Other information on compensation of employees as per 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 also forms part of this Report. The same can be obtained by writing to the Company Secretary at secretarial@ndtv. com.

Prevention of Sexual Harassment at Workplace

The NDTV Group has a long record of zero tolerance for any form of sexual harassment; its rules are captured in its Anti-Sexual Harassment Policy, and they comply with all requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“the POSH Act”). The Internal Complaints Committees (“ICC”) handle any complaints received in this regard. During the year under review, one complaint was received and the same has been resolved. Regular training and awareness sessions, led by experts, have been organized as per the requirements of the POSH Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As per Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The Company is not an energy-intensive unit, but regular and expansive policies and practices ensure that energy is conserved. These are outlined in the Business Responsibility and Sustainability Report, forming part of this Annual Report.

B. Technology Absorption (Research and Development)

The Company continuously undertakes R&D to improve the quality and productivity of its technology. NDTV Convergence owns technology that is widely-acknowledged as cutting-edge and is selectively licensed to third parties.

C. Foreign Exchange Earnings and Outgo

During the financial year, the Company had foreign exchange earnings of H132.01 million (previous year: H144.21 million).

The foreign exchange outgo on account of subscription, website hosting, travelling expenses, etc. amounted to H50.24 million (previous year: H45.07 million).

Acknowledgment

Your Directors wish to place on record their deep appreciation for the continuous support and co-operation extended by the members, investors, bankers, business associates, and specially NDTV employees, who deliver world-class journalism daily and make us all very proud.

---

Mar 31, 2018

DEAR MEMBERS,

The Directors have pleasure in presenting the Thirtieth (30th) Annual Report and audited financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS AND STATE OF AFFAIRS

The financial performance of the Company (standalone and consolidated) for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized as under:-

(Rs. in Million)

	Year ended 31.03.2018	Year ended 31.03.2017	Year ended 31.03.2018	Year ended 31.03.2017
	Standalone		Consolidated
Business Income	3 ,003.26	3,777.62	4,290.07	4,899.89
Other Income	1 13.21	124.41	106.99	114.65
Total Income	3 ,116.47	3,902.03	4,397.06	5,014.54
Profit/(Loss) before exceptional and extra-ordinary items and tax	(491.50)	(369.81)	(613.62)	(711.05)
Share in Profit/(Loss) of associate	-	-	17.14	2.03
Exceptional items		74.00	136.27	74.00
Current Tax	3.04	7.07	124.19	80.08
Deferred Tax credit	-	-	(9.78)	(1.10)
Tax for earlier years	(3.50)	(0.26)	(3.56)	(0.24)
Profit/(Loss) after Tax	(614.36)	(450.62)	(843.60)	(861.76)
Remeasurement of defined benefit obligations	(34.44)	(9.98)	(38.55)	(11.00)
Total comprehensive income / (loss) for the year	(648.80)	(460.60)	(882.15)	(872.76)
Non controlling interest	-	-	(43.50)	(57.68)
Other comprehensive income is attributable to:	-	-	(0.27)	(0.16)
Non controlling interest
Profit /(Loss) for the year carried to Reserves and Surplus	(648.80)	(460.60)	(838.92)	(815.00)
Balance Profit/(Loss) brought forward from previous year	(2,494.60)	(2,034.00)	(2,940.22)	(2,125.08)
Balance as at the end of the year	(3,143.40)	(2,494.60)	(3,779.14)	(2,940.22)
Earning Per Share	(9.53)	(6.99)	(12.41)	(12.47)

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements), 2015 and IND AS 110 - Consolidated Financial Statements read with IND AS 28 - Investments in Associates and IND AS 31 - Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

OPERATIONAL HIGHLIGHTS

A detailed review of the Company’s operations has been provided in the Management Discussion and Analysis Report in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 which forms part of this Report.

TRANSFER TO RESERVES

The Company has not made any transfer to the reserve during the financial year 2017-18.

DIVIDEND

In view of the loss, no dividend has been recommended for the financial year 2017-18.

DEPOSITS

The Company has not accepted/renewed any deposits from the public during the year and there are no outstanding deposits.

CORPORATE SOCIAL RESPONSIBILITY

In view of the loss incurred, provisions of Section 135 of the Companies Act, 2013 relating to incurring expenditure on Corporate Social Responsibility, are not applicable to the Company. However, as a responsible corporate, the Company has taken various initiatives for the benefit of the society and various other stakeholders, the details of which are provided in this Report as Annexure 1.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under the various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. A report on Corporate Governance along with certificate on its compliance forms a part of the Annual Report.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As per the approvals of the Board of Directors and the members of the Company, NDTV Networks Limited (“Networks”), a subsidiary of the Company, had completed the sale of its 2% shareholding, held in Lifestyle & Media Holdings Limited (formerly known as NDTV Lifestyle Holdings Limited) (“Lifestyle Holdco”) to Nameh Hotels & Resorts Private Limited (“Nameh”), on March 30, 2018. Consequently, Lifestyle Holdco and its direct and indirect subsidiaries i.e. Lifestyle & Media Broadcasting Limited (formerly known as NDTV Lifestyle Limited), Indianroots Shopping Limited (formerly known as NDTV Ethnic Retail Limited) and Indianroots Retail Private Limited, ceased to be subsidiaries of the Company w.e.f. March 30, 2018. However, now these entities are Joint Ventures and the Company is currently holding 49% shareholding of Lifestyle Holdco through Networks.

The Company and NDTV Convergence Limited (“Convergence”), a subsidiary of the Company, will be selling off their entire stake in Special Occasions Limited (“SOL”), another subsidiary of the Company. The Company and Convergence own and hold, collectively 95% of the total, issued, subscribed and paid-up equity share capital of SOL, which will be sold to Wedding Junction Private Limited, for Rs. 100 per equity share. Pursuant to the completion of the aforementioned sale of stake by the Company and Convergence, SOL will cease to be a subsidiary of the Company. This is also in keeping with the Company’s stated position of concentrating only on its core business and moving out of the ancillary businesses. The Board of Directors approved the sale of the entire stake of the Company in SOL, at their meeting held on July 18, 2018.

During the financial year under review, the Registrar of Companies (“ROC”) approved application filed by Red Pixel Gadgets Limited, a subsidiary of the Company, for striking off its name from the Register of ROC on June 19, 2017.

Details of the subsidiary companies and associate company of the Company have also been mentioned in Form MGT - 9, which forms a part of this Report.

A report on performance and financial position of each of the subsidiary companies and associate company in the format AOC-1 under the Companies Act, 2013, is provided in the consolidated financial statements of the Company.

MATERIAL SUBSIDIARIES

The Company’s policy on “material subsidiary” is placed on the Company’s website and can be accessed at http://www.ndtv.com/material-subsidiary-policy

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY PROVIDED

Details of loans, investments, guarantees and security provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are mentioned in notes forming part of the standalone financial statements of the Company.

After the end of Financial Year under review, the Board of Directors at their meeting held on July 18, 2018 has approved the Corporate Guarantee of Rs. 29 crores and pledge up to 29% of its shareholding in Red Pixels Ventures Limited, a subsidiary of the Company, in favour of IndusInd Bank Limited (“IBL”), w.r.t. credit facilities of Rs. 29 crores availed by NDTV Networks Limited, a subsidiary of the Company, from IBL.

DETAILS OF BOARD MEETINGS

During the financial year under review, eight (8) meetings of the Board of Directors were held, details of which along with the details of attendance of Directors of the Company at the said meetings have been provided in the Corporate Governance Report, which forms part of the Annual Report. A calendar of meetings for every year is prepared and circulated in advance to the Directors.

AUDIT COMMITTEE

Composition of the Audit Committee of the Board, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report, which forms part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Dr. Prannoy Roy, Executive Co-Chairperson is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment.

During the financial year under review, Mr. K.V.L. Narayan Rao, Executive Vice-Chairperson and Group CEO, passed away on November 20, 2017. The Board of Directors of the Company placed on record their tribute to Mr. Rao as under:

Mr. Rao was an exceptional leader. He had unshakeable integrity and his ability to make time to address the concerns of every person at NDTV, no matter how senior or junior, was what NDTV counted on day after day as an institution - among many other qualities that he brought to work day after day as the CEO. Board members observed one minute silence to honour the memory of Mr. K.V.L. Narayan Rao.

During the financial year under review, Ms. Suparna Singh has been appointed as Group CEO & KMP and Mr. Saurav Banerjee has been elevated to Group Co-CEO & KMP w.e.f December 4, 2017. Further Mr. Ravi Asawa has been appointed as Group CFO & KMP w.e.f December 4, 2017. Mr. Navneet Raghuvanshi resigned as Company Secretary and Compliance Officer w.e.f. March 12, 2018 and Mr. Hemant Kumar Gupta has been appointed as Company Secretary and Compliance Officer w.e.f. March 12, 2018.

Brief resume/details regarding Director proposed to be re-appointed as above are furnished in the Notice of the AGM.

INDEPENDENT DIRECTORS

Ms. Indrani Roy, Mr. Kaushik Dutta and Mr. John Martin O’Loan are the Independent Directors of the Company. During the financial year under review, Mr. Amal Ganguli, Independent Director of the Company, passed away on May 8, 2017. The Board of Directors of the Company acknowledged that passing away of Mr. Amal Ganguli is a huge loss to the Company, its employees and all other stakeholders.

The Company has received declaration of independence from all Independent Directors in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of familiarisation program for Independent Directors are available on the website of the Company at: http://www.ndtv.com/details-of-familiarisation-programme.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2017-18 and of the loss of the Company for that period;

c) proper and sufficient care has been taken 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 annual accounts for the financial year ended March 31, 2018 have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Control System, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time.

The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy. The mechanism under the Policy has been communicated within the organisation. The objective of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that whistleblower is protected. The Company has appointed an Independent Ombudsman for the purpose of reporting, enforcing and monitoring the Whistle Blower Policy and procedures. The details of the Vigil Mechanism have been provided in the Corporate Governance Report and are also available on the website of the Company at: http://www.ndtv.com/vigil-mechanism.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has carried out the annual, evaluation of its own performance, the performance of the Directors individually the performance of its committees. The performance of individual directors was evaluated on parameters, such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, attendance at meetings, effective participation, vision and strategy, etc.

RELATED PARTY TRANSACTIONS

All transactions with related parties were in the ordinary course of business and on an arm’s length basis and were approved by the Audit Committee. Details of related party transactions have been disclosed in the notes to the financial statements.

There were no transactions which could be considered material in terms of the Company’s Policy on materiality of related party transactions. Further, there were no transactions that were required to be reported in Form AOC-2.

The policy on related party transaction has been placed on the website of the Company at: http://www. ndtv.com/related-party-transaction-policy.

RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy and identified risks and is taking appropriate steps for their mitigation. The Board of Directors doesn’t foresee any immediate risk which threatens the existence of the Company. The details of the Risk Management Policy of the Company are available on the website of the Company at: http://www.ndtv.com/risk-Management-Policy.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Auditors of the Company, M/s. B S R & Associates LLP, Chartered Accountants (FRN: 116231W/W-100024), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive financial years, at the 27th Annual General Meeting held on August 7, 2015, to hold office until the conclusion of 32nd Annual General Meeting (“AGM”) of the Company, subject to ratification of their appointment by the Members of the Company at every AGM. However, the requirement to place the matter relating to ratification of appointment of Auditors by the members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, the matter for ratification of appointment of Auditors will not be placed before the members at the forthcoming AGM of the Company.

Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report to the members of the Company for the financial year the under review does not contain any qualification, reservation or adverse remark.

Cost Auditors

During the financial year under review, the Board of Directors on recommendation of the Audit Committee had appointed M/s Sanjay Gupta & Associates, Cost Accountants (“Cost Auditors”), to audit the cost records of the Company, for the financial year 2017-18. Further, the Board of Directors at their meeting held on August 8, 2018, on recommendation of the Audit Committee, re-appointed Cost Auditors, to audit the cost records of the Company, for the financial year 2018-19.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, approval of the members of the Company is being sought at the forthcoming AGM of the Company for ratification of remuneration payable to the Cost Auditors for financial years 2017-18 and 2018-19.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Hemant Singh & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is attached as Annexure 2 to this Report. The Report of Secretarial Auditor does not contain any qualification, reservation or adverse remark.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination & Remuneration Policy, attached as Annexure 3 to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is attached as Annexure 4 to this Report.

DETAILS OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

1. TAX MATTERS

a. Tax Demand for Assessment Year 2009-10

During the financial year 2013-14, the Company had received an Assessment Order dated February 21, 2014 for tax demand of Rs. 450 crores for the Assessment Year (“AY”) 2009-10, against which it had filed an appeal before the Income Tax Appellate Tribunal (“ITAT”). In the said order, Income Tax Department (“Tax Department”) declared that US $150 million invested by NBCU in NDTV’s subsidiary in 2008 was a “sham transaction”. NBCU is America’s most respected TV network and was a subsidiary of General Electric (GE) at the time. ITAT thereafter vide its order dated July 14, 2017 had dismissed the appeal filed by the Company. Pursuant to aforesaid order of ITAT, Tax Department issued an appeal effect order demanding an amount of Rs. 429 crores to be paid immediately.

The Company has filed a Writ Petition before the Hon’ble High Court of Delhi (“the Court”) challenging the aforesaid appeal effect order making a piecemeal assessment and raising the present demand. The Company has also filed 2 appeals on the issue of merits and maintainability against the order of ITAT. The Court directed the Tax Department not to take any coercive steps against the Company. The Court said it was ‘satisfied’ that there was a prima facie case in favor of the Company and sought the reply of the Tax Department on Company’s plea. On May 21, 2018, the Court admitted the appeals filed by the Company and framed questions of law.

The Court also directed that the stay granted on the tax demand and stay in connection with the prosecution notice relating to AY 2009-10 shall continue till the next date of hearing, which is September 10, 2018.

PENALTY: On January 31, 2018 the Company received an order under section 271(1)(c) of the Income Tax Act, 1961 levying penalty of Rs. 436.80 crores for the Assessment Year (“AY”) 2009-10. The Company filed a Writ Petition before the Hon’ble High Court of Delhi (“the Court”) against the above said order issued by the Income Tax Department. The Writ Petition was listed on February 16, 2018, wherein the Court has directed the Company to file an appeal before the Commissioner of Income Tax (Appeals) and to approach the Assessing Officer (“AO”) for stay of the penalty order dated January 31, 2018. The Company also filed an appeal before the Commissioner of Income Tax (Appeals) and stay application before the AO. On March 22, 2018, the Income Tax Department rejected the stay application filed by the Company and directed the Company to pay 30% of the total demand i.e. Rs 131.04 crores. Against the said order, the Company filed a Writ Petition on April 2, 2018 before the Court. The Court admitted the appeal and listed for hearing on September 10, 2018 along with the other appeals.

Prosecution Notice u/s 279(1) for Assessment Year 2009-10

On May 7, 2018 the Company received a Show Cause Notice under section 279(1) of the Income Tax Act, 1961 for launching prosecution proceedings against the Company along with two executive directors of the Company for the assessment year 2009-10.

The Company filed an appeal against the order before the Hon’ble High Court of Delhi. The appeal has been admitted and the stay has been granted till the next date of hearing i.e. September 10, 2018.

b. Tax Demand for Assessment Year 2007-08

In April 2016, the Company received an order raising a tax demand of Rs. 47.27 crores and further received an order under section 154 of the Income Tax Act, 1961 dated September 9, 2016 enhancing the demand by Rs. 12.72 crores making the total demand to Rs 59.99 crores from the Income Tax Department, pertaining to Assessment Year (“AY”) 2007-08, calling an investment of US$ 20 Million by M/s Fuse Media Holding LP (Fuse Media), a wholly owned subsidiary of M/s. Velocity Interactive Group in NDTV Networks Plc., erstwhile subsidiary of the Company, as a “sham transaction”. This follows an earlier similar order for AY 2009-10, calling the investment by NBCU - a subsidiary of General Electric - also a “sham transaction”. Fuse Media Group is a respected and leading Silicon Valley investment company. Based on the legal advice received from senior counsel, the Company strongly believes that the said order is untenable and misconceived. The Company has filed an appeal against the order before CIT(A) alongwith the stay application before Assessing Officer.

2. PROCEEDINGS BEFORE THE SECURITIES APPELLATE TRIBUNAL (“SAT”) AND THE SECURITIES & EXCHANGE BOARD OF INDIA (“SEBI”)

a. Proceedings before SAT

During the year 2015-16, the Company had received a show cause notice from the Securities & Exchange Board of India (“SEBI”) for alleged violation of clause 36 of the erstwhile Listing Agreement regarding non-disclosure of alleged tax demand of Rs. 450 crores as detailed above. SEBI had then passed an Order under Section 23A and Section 23E of the Securities Contracts (Regulation) Act, 1956 levying a penalty of Rs. 2 crores on the Company. The Company had filed an appeal with SAT against the said Order. However, the Board of Directors, in the interest of all the stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application with SEBI. The settlement application was filed by the Company, Executive Directors and erstwhile officers of the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 23, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Hon’ble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI vide order dated August 31, 2017 (as mentioned in point ‘b’ below). The Company had also re-filed the settlement application on September 29, 2017. The said settlement application and the Writ Petition are currently pending.

b. Notice issued by SEBI for alleged non-disclosures under SEBI Takeover Regulations

During the year 2016-17, SEBI had issued a notice to the Company and its Promoters, with regard to certain alleged non-compliances related to delay/non-filing of disclosures in the previous years, under SEBI Takeover Regulations, which were technical/procedural in nature. The Board of Directors of the Company, in interest of all stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application for some of the alleged non-disclosures with SEBI. The settlement application was filed by the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 31, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Hon’ble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI order dated August 23, 2017 (as mentioned in point ‘a’ above). The Writ Petition filed by the Company is currently pending before the Hon’ble High Court of Bombay.

c. SEBI order dated March 16, 2018

SEBI had passed an order dated March 16, 2018 imposing a fine of Rs. 10 lacs on the Company and Rs. 3 lacs each on certain executives of the Company for certain delayed disclosures under the erstwhile Listing Agreement and the Insider Trading Regulations. The Company along with its executives (including ex-executives) had filed an appeal before the Hon’ble SAT on May 7, 2018 against the said order. The said appeal is currently pending before SAT.

3. SHOW CAUSE NOTICE ISSUED BY THE ENFORCEMENT DIRECTORATE

During November, 2015 the Company, two of its executive Directors, a late officer and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with the Company) received a show cause notice (“SCN”) from the Directorate of Enforcement (“ED”) as to why adjudication proceedings should not be held for alleged contraventions of provisions under Foreign Exchange Management Act, 1999 and regulations made thereunder. As per SCN, the contraventions are in relation to the funds raised by the Company’s foreign subsidiaries during previous years.

The Company with the approval of Board of Directors had filed application(s) with the Reserve Bank of India (“RBI”) for compounding of the contraventions alleged in the SCN. The Compounding application(s) were returned by RBI with an advice to the Company to approach its Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter. In the meanwhile, the ED had issued a notice initiating the adjudication proceedings in the matters referred to in the earlier SCN.

The Company had thereafter filed a Writ Petition before the Hon’ble High Court of Bombay (“the Court”) against the RBI and ED. On June 26, 2018 the Court directed RBI to consider the compounding application(s) filed by the Company. The Court ruled in favour of the Writ Petition filed by the Company against the RBI and ED and quashed the directive issued by ED to RBI which had prevented the compounding. Further on August 06, 2018, the Company has filed a compounding application with RBI for compounding of certain contraventions as alleged by ED against the Company, in the said SCN.

4. ORDER ON REPORTING OF KATHUA RAPE CASE

In April 2018, the Hon’ble High Court of Delhi (“the Court”) had taken suo moto cognizance against several electronic and print media organizations, including the Company, in relation to reporting of an incident disclosing the identity of an eight year old victim of gang rape and murder in Kathua District, Jammu & Kashmir.

During the Court proceedings on April 18, 2018, the Company as well as the other respondent media houses submitted their willingness to deposit amounts with the Jammu & Kashmir State Legal Services Authority to be used towards compensation to victim and family of victim of sexual violence. Accordingly, the Company deposited an amount of Rs. 10 lacs in the manner as provided in the aforesaid order. Vide order dated 8th August 2018, the Court quashed the proceedings qua the media houses (including the Company) who has furnished their affidavits of apology and deposited the aforesaid amount with the Court.

EMPLOYEE STOCK PURCHASE SCHEME 2009 (ESPS - 2009)

The Company had in earlier years instituted the Employee Stock Purchase Scheme 2009 (“the Scheme”) in accordance with the SEBI Guidelines for employees of the Company and its subsidiaries by allotting shares thereunder. The Scheme was approved by the shareholders of the Company, on March 10, 2009, through postal ballot. During the financial year ended March 31, 2018, there have been no issue, allotment and exercise of shares under the Scheme and no material changes have taken place in the Scheme. The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the details are also placed on website of the Company at http://www.ndtv.com/agm 2018. The Scheme provides for issue and allotment of not exceeding 21,46,540 Equity Shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

Disclosures in compliance with SEBI Guidelines, as amended, are set below:

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

In accordance with Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The Company is not an energy intensive unit, however regular efforts are made to conserve energy. Some of the steps taken by the Company towards energy conservation are as under:

- Use of double glazed glasses for most of the windows facing exterior side, to optimize the air-conditioning and prevent heat transfer;

- Adoption of LED light technology in studios and office premises to reduce the power consumption;

- Adoption of VRV technology for air-conditioning in office areas to reduce electricity consumption; and

- Installation of motion sensors in cabins/washrooms to switch off lights and air-conditioners.

B. Technology Absorption (Research and Development)

The Company continuously make efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the financial year, under review the Company had foreign exchange earnings of Rs. 362.53 million (previous year Rs. 393.79 million). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy and professional fees, repairs and maintenance, distribution and marketing fees and other expenses amounted to Rs. 125.49 million (previous year Rs. 126.30 million). Outgo on account of capital goods and others was Rs. 4.34 million (previous year Rs. 8.53 million).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company, during office hours between 1.00 p.m. and 3.00 p.m. on all working days, excluding Saturdays, prior to the date of Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

GENERAL

Except as disclosed, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

Statutory Auditors of the Company have not reported incident related to fraud during the financial year 2017-18 to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

NDTV Group has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). The Internal Complaints Committee (“ICC”) has been set up to redress complaints received regarding sexual harassment. During the financial period under review, one complaint was received by the ICC and it was resolved after due process within the prescribed time. There have also been regular training and awareness sessions organized as per the requirement of the aforesaid Act.

ACKNOWLEDGEMENTS

Your Directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.

For and on behalf of the Board

Dr. Prannoy Roy

Executive Co-Chairperson

DIN:00025576

Radhika Roy

Executive Co- Chairperson

DIN: 00025625

Place : New Delhi

Date : August 8, 2018

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Mar 31, 2014

To The Members,

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

Financial Results

The summarized financial results for the year ended March 31, 2014 are as follows:- (Rs in Million ) Year ended Year ended 31.03.2014 31.03.2014 Standalone Consolidate

Business Income 3497.70 4601.00

Other Income 133.94 356.69

Total Income 3631.64 4957.69

Profit/(Loss) before Tax (531.04) (759.73)

Current Tax 4.46 126.56

Deferred Tax - (43.24)

Tax on earlier years - (0.16)

Net Profit/(Loss) after Tax (535.50) (842.89)

Share of minority - (34.83)

Share in profit of associate - (3.56)

Profit /(Loss) for the year carried to

Reserves and Surplus - (811.62)

Balance brought forward from previous year (1202.12) (1245.82)

Addition on account of merger - -

Profit carried to Balance Sheet (1737.62) (2057.44)

(Rs in Million) Year Ended Year Ended 31.03.2013 31.03.2013 Standalone Consolidate Business Income 3908.83 5268.17

Other Income 109.73 245.96

Total Income 4018.56 5514.13

Profit/(Loss) before Tax 195.04 87.94

Current Tax 8.34 82.82

Deferred Tax - 0.69

Tax on earlier years - -

Net Profit/(Loss) after Tax 203.40 5.81

Share of minority - 12.07

Share in profit of associate - 1.23

Profit /(Loss) for the year carried to Reserves and Surplus - 19.11

Balance brought forward from previous year 1177.81 1264.93

Addition on account of merger 179.09 -

Profit carried to Balance Sheet 1202.12 1245.82

The Year Under Review

During the year under review, the Company achieved a turnover of Rs. 3631.64 million and operating loss before depreciation, interest and tax of Rs. (101.05) million.

The Company''s operating loss before tax was Rs. (531.04) million, operating loss after tax was Rs. (535.50) million and earning per share Rs. (8.31) (Basic) and Rs. (8.31) (Diluted).

A detailed review of the Company''s operations has been provided in the Management Discussion and Analysis Report, which forms part of this report.

Audited consolidated financial statements for the year ended March 31, 2014 also form a part of this Report.

Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

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

Corporate Governance

The Company''s Corporate Governance Report is attached and forms a part of this report.

Subsidiary Companies

During the year, the Company accorded its in-principle approval to the merger of NDTV Labs Limited with NDTV Convergence Limited, both step down subsidiaries of the Company.

The liquidation of NDTV (Mauritius) Multimedia Limited is underway and is expected to be completed this year.

Compliance Officer

The Company Secretary and Compliance officer of the Company, Mr. Anoop Singh Juneja has resigned from the services of the Company. The Company has accepted his resignation and relieved him of his responsibilities w.e.f. May 31, 2014.

The Company is in process of identifying a Compliance Officer and Company Secretary in place of Mr. Anoop Singh Juneja.

Reduction of Capital

During the year ended 31st March, 2013 the Board of Directors accorded their approval to the reduction in capital (Securities Premium) vide which Securities Premium Account of the Company as on September 30, 2012 is proposed to be reduced from Rs. 507.70 Crores to Rs. 351.97 Crores; and that such reduction is proposed to be utilized for writing off the deficit in the statement of Profit and Loss Account as on September 30, 2012 of Rs. 155.73 Crores.

The Company had filed a Petition before the Hon''ble Delhi High Court for its approval on December 9, 2013. The Income tax department and a shareholder intervened in the matter and filed their objections. The Company has filed its response to the objections and the matter is pending before the Hon''ble Court for its approval.

Tax Demand

A tax demand of Rs. 450 Crores was raised against the Company vide the Assessment order dated February 21, 2014 issued by the tax department for the assessment year 2009-10 (Financial Year 2008-09). The aforesaid tax demand has resulted due to erroneous and incorrect view taken by the tax department of the transaction vide which an investment of US$ 150 Million was made by Universal Studios International B.V.

The transaction was indeed a bonafide and genuine transaction, where funds were transferred from Universal Studios International B.V., which was a GE Company at that time, an organization of international prestige and repute, for subscription of shares in overseas subsidiary of NDTV. The funds were raised with the involvement of intermediaries like law firms and bankers on the end of both the parties. The funds were transferred through normal banking channels and all the required compliances were made in respect thereof. Further, the documents and confirmations required by the tax department during the course of assessment and investigation proceedings were provided to the tax department, including an apostilled copy of the confirmation from Universal Studios International B.V. to the effect that the investment of US$ 150 Million was made by Universal Studios International B.V., for subscription of shares in overseas subsidiary of NDTV.

The Company did not make any payment when the tax demand notice of Rs. 450 Crores raised vide the Assessment order dated February 21, 2014 was received. Instead, the Company filed an appeal before the Income Tax Appellate Tribunal challenging the aforesaid Assessment Order vide which the demand was made. In the course of the proceedings before ITAT, a stay order was passed by the ITAT (order dated March 26, 2014 and April 21, 2014), vide which an interim stay has been granted on payment of an amount of Rs. 5 Crores only.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 had granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual

balance sheets, profit & loss accounts, directors'' reports and auditors'' reports of the subsidiaries and other documents otherwise required to be attached to the Company''s accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection by any member at the registered office of the Company and the respective subsidiary companies.

The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the members on September 19, 2005, provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The Scheme was approved by the members on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand five hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

Significant Events and Social Initiatives

The Company has been organizing various social awareness programs and campaigns in various fields, which continued to create awareness and generate enormous support.

NDTV-Vedanta Our Girls Our Pride : NDTV & Vedanta came together to launch ''Our Girls Our Pride'', a first of its kind national movement to create awareness about issues related to the girl child on 19th August, 2013 in Delhi. The campaign aimed at creating awareness about the 4 main issues related to India''s girl child: Nutrition, Education, Health, Foeticide and Infanticide. It also aimed at raising funds to make a positive difference in lives of as many girls in India as possible and demanding changes in Policy. Priyanka Chopra was named the brand ambassador for the campaign.

Through the campaign, diverse issues related to the girl child were covered with special documentaries from across the country. In an attempt to create further awareness about this initiative, NDTV hosted the ''Paint for the girl child'' activity across New Delhi, Mumbai, Kolkata and Udaipur simultaneously on 26th October, 2013. The campaign culminated with a special fundraiser on 1st December, 2013 to raise awareness and support for India''s girl child. The day was dedicated to honoring and encouraging India''s girls to find their voice, become independent, follow their dreams and make a place for themselves in society. The day-long TELETHON was televised LIVE across NDTV 24x7, NDTV India, NDTV Profit and NDTV Goodtimes. Hosted by Vikramaditya Chandra and Campaign Ambassador

Priyanka Chopra, the telethon featured some heart wrenching examples of the plight of Indian girls, many inspiring stories of women and girls who have beaten the odds, engaging and thought stimulating discussions with various experts and stakeholders, entertaining acts, live on-air donations and more.

A host of prominent personalities including Shah Rukh Khan, Aamir Khan, Karan Johar, Kajol, Aruna Jayanthi, CEO- Capgemini, Kiran Mazumdar Shaw, Chairman & Managing Director-Biocon Limited, Vinita Bali, CEO-Britannia, Anu Aga, MP-Rajya Sabha & Former Chairperson-Thermax, Suhel Seth, Karisma Kapoor, Anushka Sharma, Shaan, Sania Mirza, Shahnaz Husain, Alia Bhat, Varun Dhawan, Ayushman Khurrana, Kunal Kohli, Vandana Luthra and more, joined Vikramaditya Chandra and Priyanka Chopra, who took center-stage to appeal to millions of viewers to generate maximum funds for this worthy cause. The telethon successfully generated funds to support an annual education of over two thousand girls, with the Indian Film & TV fraternity, Corporate Houses, Athletes, NGO''s and others contributing wholeheartedly to this cause.

NDTV won the Outstanding CSR Award 2014 in the Electronic Media Sector for this campaign.

NDTV-Grundfos Mission Energy Campaign: In February 2014, NDTV and Grundfos joined hands for Mission Energy, a campaign on energy efficiency with two simple aims: inspiring people to cut down their carbon footprint and drawing attention to the power of an individual in creating a cleaner and greener future.

In order to meet India''s growing energy demand, it is important not only to increase electricity-generating capacity, preferably through renewable sources but also use energy efficiently. In light of this, the campaign is actively engaging with the country''s leading experts, policy makers, conservationists, leading industry voices and NGOs to highlight the growing requirement for energy efficiency in India. With an agenda to raise awareness about issues that affect each one of us and help chart out a roadmap to a sustainable future, the campaign calls attention to the need for stringent energy efficiency norms and encourage corporates to develop and promote energy efficient products. Team Mission Energy is also reaching out to the general public to create awareness on how, at an individual level too, one can contribute towards energy conservation.

Union Minister of New and Renewable Energy Dr. Farooq Abdullah, Dr. R K Pachauri, DG-TERI, Ms. Sunita Narain, DG- CSE, Mr. Kirit Parikh, Former Member, Planning Commission, Dr. Prem Jain, Chairman, Indian Green Building Council - CII, Dr. Koshy Cherail, President-AEEE and Dr. Arunabha Ghosh, CEO-CEEW, Rana Daggubati and Cyrus Sahukar, Actors amongst others have already lent their support to the campaign.

Energy Challenge: In order to actually demonstrate how an organization/individual can make a difference to the planet through small but focused efforts, the campaign has thrown open a 60-day Energy Challenge to the public. This has been taken up by more than a hundred participants across four user categories: manufacturing companies, commercial buildings, educational institutes and residential homes. Challenge contenders are making simple changes that will reflect in their next energy bills - switching to LED lights, installing solar planes/heaters/geysers, turning off appliances when not in use, not wasting water etc. These steps have been suggested and approved by CII. Some of the entries include those by Indian Oil Corporation, Indian School of Business, Hindustan Coca-Cola Beverages Pvt. Ltd, Larsen & Toubro Limited, Kohinoor Hospital, Volkswagen India Pvt. Ltd., Tata Motors Limited, Maharaja Sayjirao University of Baroda.

Mission Energy is supported by AEEE as Energy Efficiency Partner and CII as Knowledge Partner.

Save Our Tigers: NDTV, with Aircel, one of India''s leading mobile players, relaunched Year 3 of the ''Save our Tigers''. The current edition will focus on and highlight key factors - existing buffer zones and corridors to be clearly identified and control to be ensured by forest department; local community involvement; strengthening of forest department; human-animal conflict management solutions; bio-diverse forest areas to remain inviolate and push for political will.

The launch of the 3rd season of Aircel NDTV-''Save Our Tigers'' initiative witnessed the coming together of well-known personalities from different walks of life to participate in a panel discussion and set key focus areas for the season. Present on the occasion were Belinda Wright, Executive Director-WPSI, Anupam Vasudev, Chief Marketing Officer- Aircel; Dr. K. Ramesh from Wildlife Institute of India; S P Yadav, ADIG-NTCA; Dr. Anish Andheria, Director, Wildlife Conservation Trust; Bittu Sahgal, Editor of Sanctuary Asia and was anchored by Vikramaditya Chandra.

Save our Tigers partners with Sanctuary Asia and Wildlife Conservation Trust as Knowledge partners.

Further details of the significant events and agreements appear in the Management Discussion and Analysis Report, which form part of this Report.

Directors

Mr. K.V.L. Narayan Rao, Director, is liable to retire by rotation at the ensuing Annual General Meeting and is eligible to be re-elected.

In accordance with sections 149, 152 and all other applicable provisions, if any, of the Companies Act, 2013, approval of the shareholders is being sought for the appointment of Mr. Amal Ganguli, Mr. Vijaya Bhaskar Menon, Mr. Pramod Bhasin and Ms. Indrani Roy as Independent Directors not liable to retire by rotation for a period of five years w.e.f. April 1, 2014.

Directors'' Responsibility 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 accounts for the financial year ended March 31, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 of the profit or loss 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 accounts for the financial year ended March 31, 2014 on a going concern basis.

Auditors

The Auditors of the Company, M/s. Price Waterhouse, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting(AGM) of the Company and are eligible for re-appointment. They have confirmed that their re-appointment as Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013. Your Directors recommend their re-appointment as Auditors of the Company.

With reference to point no. 6 of the Auditors'' Report to the members of the Company on the financial statements for financial year 2013-14; the Directors state that the Company shall take the approvals of members of the Company in the ensuing AGM of the Company in respect of the managerial remuneration payable to certain Directors of the Company, as referred in the note 31 to the financial statements of the Company.

Further, with reference to point no. 6 of the Auditors Report to the members of the Company on the consolidated financial statements for financial year 2013 - 14; the Directors state that the respective subsidiary companies have filed the necessary applications with the Central Government for obtaining its approval(s) in respect of the managerial remuneration payable to its Directors, as referred in the note 33(b) to the consolidated financial statements of the Company. The aforesaid Central Government''s approval(s) are awaited. The Company shall also take the approvals of members of the Company in the ensuing AGM of the Company in respect of the managerial remuneration payable to certain Directors of the Company, as referred in the note 33(b) to the consolidated financial statements of the Company. Further, the Company shall take the approvals of members of the Company as per the applicable provisions of the Companies Act, 2013 (corresponding to erstwhile Section 314(1) and other applicable provisions, if any, of the Companies Act, 1956) in the ensuing AGM of the Company in respect of the managerial remuneration payable to Director of a subsidiary company, as referred in the note 33(b) to the consolidated financial statements of the Company. The respective subsidiary companies have filed the representations with the Central Government w.r.t. rejected / partially approved applications filed by said subsidiary companies for the managerial remuneration paid in prior years, as referred in the note 33(b) to the consolidated financial statements

of the Company. The final approvals/ decisions of Central Government are awaited.

The qualification(s) of the Auditors in their reports read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Cost Auditor

During the year under review M/s Sanjay Gupta & Associates, Cost Accountants were appointed for the audit of Cost Accounts maintained by the Company for the year ended 31st March, 2014.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs 202.93 million (previous year Rs. 163.75 million). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy and professional fees, repairs and maintenance and other expenses amounted to Rs. 109.14 million (previous year Rs. 203.47 million). Outgo on account of capital goods and others was Rs. 63.13 million (previous year Rs. 94.69 million).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Director''s Report is being sent to all the members excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may send a request to the Company at its registered office address.

Acknowledgements

Your directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.

For and on behalf of the Board

Dr. Prannoy Roy Executive Co- Chairperson

Radhika Roy Executive Co- Chairperson

Place : New Delhi Date : July 4, 2014

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report and Audited Accounts of the Company for the fnancial year ended March 31, 2013.

Financial Results

The summarized fnancial results for the year ended March 31, 2013 are as follows:-

Year ended Year ended Year ended Year ended 31.03.2013 31.03.2013 31.03.2012 31.03.2012 (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) Standalone Consolidated Standalone Consolidated

Business Income 392.56 526.81 377.90 483.37

Other Income 9.29 24.60 30.78 22.89

Total Income 401.85 551.41 408.68 506.26

Proft/(Loss) before Tax (19.50) 8.79 (17.40) (86.22)

Employee Stock Compensation Expense

Provision for Tax/Others 0.84 8.21 1.75 9.04

Share of Minority (1.20) (6.22)

Share in proft of associates 0.12 1.67

Exceptional gain on dilution in stake in a subsidiary

Net Proft/(Loss) after Tax (20.34) 1.91 (19.15) (87.37)

Balance brought forward from Previous year (117.78) (126.49) (98.64) (49.42)

Addition on account of merger 17.90

Adjusted against reserve & surplus as per

Scheme of Arrangement of merger

Adjustment against appropriation of minority 10.30

Appropriation:

Transfer to General Reserve

Proposed Dividend on Equity Shares

Tax on Dividend

Proft carried to Balance Sheet (120.21) (124.58) (117.78) (126.49)

The Year Under Review

During the year under review, the Company achieved a turnover of Rs. 401.85 crores and operating Proft before depreciation, interest and tax of Rs. 19.20 crores.

The Company ''s operating loss before tax was Rs. (19.50) crores, operating loss after tax was Rs. (20.34) crores and earning per share Rs. (3.15) (Basic) and Rs. (3.15) (Diluted).

A detailed review of the Company ''s operations has been provided in the Management Discussion and Analysis Report, which forms part of this report.

Audited consolidated fnancial statements for the year ended March 31, 2013 also form a part of this Report.

Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

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

Corporate Governance

The Company ''s Corporate Governance Report is attached and forms a part of this report.

The Company

During the year, Company transferred 51% stake in Metronation Chennai Television Limited (MNC) to "Educational Trustee Company Private Limited", pursuant to which MNC ceased to be a subsidiary of the Company with effect from September 29, 2012.

Scheme of Amalgamation

During the year, NDTV One Holdings Limited has merged into the Company with effect from November 2, 2012. Pursuant to the merger, the Company now holds 100% shares in NDTV (Mauritius) Multimedia Limited and 10% shares in Astro Awani Network Sdn Bhd.

Subsidiary Companies

The Board has accorded its in-principle approval for NDTV Worldwide Limited, a subsidiary of the Company, to enter into the e-commerce business. Post approval from the Board an entity named NDTV E-Commerce Private Limited (name subsequently changed to ''NDTV Ethnic Retail Private Limited'') was incorporated on February 28, 2013.

The investments held by NDTV Networks Limited in Turner General Entertainment Networks India Private Limited ("TGEN"), the erstwhile NDTV Imagine Limited and NGEN Media Services Private Limited were transferred to Turner Asia Pacifc Ventures, Inc and Genpact India Holdings, Mauritius, respectively, during the year.

Further, an overseas step down subsidiary NDTV Emerging Markets B.V was liquidated during the year. Also an overseas step-down subsidiary NDTV Worldwide Mauritius Limited amalgamated with NDTV (Mauritius) Multimedia Limited.

Reduction of Capital

During the year ended 31st March, 2013 the Board of Directors accorded their approval to the reduction in capital (Securities Premium) vide which Securities Premium Account of the Company as on September 30, 2012 is proposed to be reduced from Rs. 507.70 Crores to Rs. 351.97 Crores; and that such reduction is proposed to be utilized for writing off the defcit in the statement of Proft and Loss Account as on September 30, 2012 of Rs. 155.73 Crores. The Company has fled the applications with BSE and NSE under clause 24(f) of the Listing Agreement to obtain No objection/ consent from them and SEBI for the same.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, proft & loss accounts, directors'' reports and auditors'' reports of the subsidiaries and other documents otherwise required to be attached to the Company ''s accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection by any member at the registered offce of the Company and the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the members on September 19, 2005, provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The scheme was approved by the members on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand fve hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

Signifcant Events and Social Initiatives

The company has been organizing various social awareness programs and campaigns in various felds, which continued to create awareness and generate enormous support.

Greenathon : Launched in April 2008, the NDTV-Toyota Green campaign was India ''s frst ever-nationwide campaign to save the environment. The campaign is aimed at creating awareness about environmental issues by involving the people of the country to make a difference. It received an overwhelming response and garnered support from all corners of the world, including the country ''s leading corporate houses, top Bollywood stars, musicians, environmentalists, NGOs and educational institutions. This year to mobilize a mass movement, plastic/recyclable waste collection centers were set up across the country with encouraging everyone to keep their immediate environment clean. People in fve cities were called on to get their waste recycled. Actor Milind Soman ran 550 km in 15 days to raise awareness for the environment. Also supporting the Greenathon were Former Environment Minister Jairam Ramesh and Dr. Farooq Abdullah, Minister for New and Renewable Energy.

Toyota University Cricket Championship (TUCC) : NDTV launched a revolutionary concept to revive university cricket in India-Toyota University Cricket Championship (TUCC). Eight teams from four zones played in a T20 format for the title of being the best university in cricket. The aim was to nurture and promote budding cricketers and to bring about a REVOLUTION in the search for India ''s next big cricket talent. This initiative was backed by the Association of Indian Universities (AIU) and also had the full support of Ministry of HRD. Bollywood superstar Shah Rukh Khan took part in the opening ceremony and supported the event. TUCC drew huge crowds and was a great success. Matches were televised LIVE on national sports channels and the tournament turned out to be truly world-class.

Save Our Tigers : NDTV, with Aircel, one of India ''s leading mobile players, concluded the second term of the ‘Save our Tigers '' Telethon. The twelve hour television campaign was a massive success and received an overwhelming response and raised an amount of almost Rs. 6.00 crore for Tiger Conservation in India. The funds collected would be put into use to create "Tiger Defense Units" in major tiger reserves across the country. These units will comprise of men and machines, including the Rapid Response Units created in Year 1 that will work in concert with and will strengthen existing protection mechanisms in India ''s tiger reserves.

During the campaign wildlife champions from across the country came forward to extend a hand in saving the Tiger. Top tiger experts from the country came together too and appealed to the nation and the government to do their bit to help safeguard the national animal. Campaign ambassador Mr. Amitabh Bachchan highlighted the key issues of tiger conservation and keenly monitored events across the country from the central hub at Ranthambore Tiger Reserve.

Support My School : NDTV and Coca-Cola came together for the second edition of ‘Support My School '' campaign. In this campaign they were joined by Charities Foundation of India (CAF), UN-Habitat, World Vision, Plan India and Pearson to transform schools across the length and breadth of the county providing sanitation, separate toilets for girls and boys, drinking water, libraries, sports and recreation facilities along with improvement in their overall infrastructure and environment. Aspecial 12-hourtelethon was organized to promote the campaign and was supported by the campaign ambassador, Mr. Sachin Tendulkarand Bollywood icon Ms. Aishwarya Rai Bachchan.

A host of prominent personalities from Bollywood and TV fraternity, corporate houses, athletes, NGO ''s politicians contributed wholeheartedly to this cause and helped the mission to make a difference to as many schools as possible across the country.

NDTV Support My School Campaign won the 2012 Mother Teresa Memorial Award for Social Justice in 2012.

Marks for Sports: The NDTV-Nirmal Fit India Movement is the frst ever nationwide campaign aimed to change the way India thinks about ftness and inspire us to become a healthier nation. A vital mission of the campaign is ‘Marks for Sports '' which aims to make diverse types of sports a part of our children ''s lives.

Year 2 of the campaign was launched with the hope of reaching out to many more children, their parents and countless more schools and sports organizations with special focus on the overall state of ftness in India. This year ''s on air & ground activities focused on encouraging ftness all across India, with a large part of the campaign centred around the Fittest City Contest. The 6 contesting cities, Delhi, Hyderabad, Mumbai, Chandigarh, Bangalore and Kolkata were represented by their Fitness Ambassadors, Virender Sehwag, Sania Mirza, Bipasha Basu, Vijender Singh, Mahesh Bhupati and Baichung Bhutia, respectively.

NDTV-Nirmal Marks for Sports Campaign won the Best Social Media Campaign (Bronze) by EFFIE Awards in 2012.

Further details of the signifcant events and agreements appear in the Management Discussion and Analysis Report, which form part of this Report.

Directors

In accordance with the provisions of the Articles of Association of the Company, Mr. Amal Ganguli and Ms. Indrani Roy, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and are eligible to be re-elected.

Directors '' Responsibility Statement

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

1. that in the preparation of the annual accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 fnancial year and of the proft or loss of the Company for the year under review.

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

4. that the Directors have prepared the accounts for the fnancial year ended March 31, 2013 on a going concern basis.

Auditors

The Auditors of the Company, M/s. Price Waterhouse, Chartered Accountants, hold offce till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confrmed that their re-appointment as Auditors of the Company, if made, would be in accordance with the limits specifed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Auditors of the Company.

With reference to point no. 6 of the Auditor''s Report to the members of the Company on the consolidated fnancial statements for fnancial year 2012-13; the Directors state that the Company has fled the necessary application(s) with the Central Government for obtaining its approval(s) in respect of the managerial remuneration payable to Directors, as referred in the note 33(b) to the consolidated fnancial statements of the Company for the fnancial year 2012-13.

The aforesaid Central Government''s approval(s) is awaited.

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Cost Auditor

During the year under review M/s Sanjay Gupta & Associates, Cost Accountants were appointed with the approval of the Central Government for the audit of Cost Accounts maintained by the Company for the year ended 31st March, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs. 16.38 crores (previous year Rs. 20.51 crores). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy, software expenses, website expenses, repairs and maintenance and other expenses amounted to Rs. 20.35 crores (previous year Rs. 15.58 crores). Outgo on account of capital goods and others was Rs. 9.47 crores (previous year Rs. 4.99 crores).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Directors '' Report is being sent to all the members excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may write to the Company Secretary at the registered offce of the Company.

Acknowledgements

Your Directors take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our business associates, banks, fnancial institutions and shareholders for their continued support to the Company. For and on behalf of the Board

Place : New Delhi Dr. Prannoy Roy

Date : May 9, 2013 Executive Co- Chairperson

Radhika Roy

Executive Co- Chairperson

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fourth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

Financial Results

The summarized financial results for the year ended March 31, 2012 are as follows:-

Year ended Year ended Year ended Year ended 31.03.2012 31.03.2012 31.03.2011 31.03.2011 (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) Standalone Consolidated Standalone Consolidated

Business Income 377.90 483.37 354.56 425.02

Other Income 30.78 22.89 9.48 28.30

Total Income 408.68 506.26 364.04 453.33

Profit/(Loss) before Tax (17.40) (86.22) (94.92) (173.50)

Employee Stock Compensation Expense - - - -

Provision for Tax / Others 1.75 9.04 3.71 5.49

Share of Minority - (6.22) - (4.04)

Share in profit of associates - 1.67 - 1.06

Exceptional gain on dilution in - - - - stake in a subsidiary

Net Profit/(Loss) after Tax (19.15) (87.37) (98.64) (173.89)

Balance brought forward from previous year (98.64) (49.42) (77.93) 87.07

Addition on account of merger - - 1.75 -

Adjusted against reserve & surplus as per - - 76.18 37.39 Scheme of Arrangement of merger

Adjustment against appropriation of minority - 10.30 - -

Appropriation: (117.78) (126.49) (98.64) (49.42)

Transfer to General Reserve

Proposed Dividend on Equity Shares - - - -

Tax on Dividend - - - -

Profit carried to Balance Sheet (117.78) (126.49) (98.64) (49.42)

The Year under Review

During the year under review, the Company achieved a turnover of Rs 408.68 crores and operating Profit before depreciation, interest and tax of Rs.36.75 crores.

The Company's operating loss before tax was Rs. (17.40) crores, operating loss after tax was Rs. (19.15) crores and earning per share Rs. (2.97) (Basic) and Rs. (2.97) (Diluted).

A detailed review of the Company's operations has been provided in the Management Discussion and Analysis Report, which forms part of this report.

Audited consolidated financial statements for the year ended March 31, 2012 also form a part of this Report. Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

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

Corporate Governance

The Company's Corporate Governance Report is attached and forms a part of this report.

The Company

During the year, the Company entered into significant agreements in respect of following transactions:

1. The Company and its JV partner, Kasturi and Sons Limited entered into a share purchase agreement with Educational Trustee Company Private Limited (ETCPL), promoters of the leading Tamil daily 'Dina Thanthi', to sell its stake in Metronation Chennai Television Limited (MNC). Pursuant to the aforesaid Share Purchase Agreement, the Company has received the approvals from Ministry of Information and Broadcasting for change in shareholding and Directors of MNC and for change in the name of the channel to 'Thanthi TV' and the channel logo. The transaction is expected to be completed shortly.

2. NDTV entered into an agreement with Dish Network ("Echostar") for live broadcast of the Channel NDTV 24X7 on the Dish Network in the USA. NDTV 24x7 is the only Indian TV channel to be part of Echostar's international base pack.

Scheme of Amalgamation

During the year, the Company filed application with the Hon'ble High Court of Delhi, for the merger of NDTV One Holdings Limited ("Transferor Company") with the Company ("Transferee Company"). Pursuant to the order of the Hon'ble High Court of Delhi, the court convened meeting of creditors and members were held on January 31, 2012 and the proposed cross border merger was approved by majority.

During the quarter ended June 30, 2012, final hearing on the Scheme was held on May 16, 2012 before Hon'ble High Court of Delhi and the approval to the Scheme was granted by the Hon'ble Court. Further, the Company has received the summary order dated May 16, 2012 and has applied for a certified copy of the detailed order. The same is yet to be received by the Company. The appointed date of Scheme is January 1, 2012, which will be effective on the filing of certified copy of the detailed order with the Registrar of Companies, NCT of Delhi & Haryana.

Further, the Company had initiated steps to simplify the structure of its direct and indirect subsidiaries in India and overseas. As part of this exercise, NDTV Two Holdings Limited and NDTV Three Holdings Limited, subsidiaries of the Company in Mauritius and NDTV Networks Plc, the UK subsidiary of the Company were liquidated during the year. The other subsidiary of the Company in Mauritius, namely NDTV (Mauritius) Media Limited was merged with NDTV One Holdings Limited, w.e.f. September 2011.

Subsidiary Companies and Growth

During the year, the Company acquired share capital of NDTV Worldwide Limited from NDTV Worldwide Mauritius Limited consequent to which NDTV Worldwide became direct subsidiary of the Company. NDTV Worldwide Limited is the media services division offering a range of services from setting up and managing channels to broadcast training, channel branding and technology consultancy.

Further, Delta Softpro Private Limited became wholly owned subsidiary of the Company subsequent to the acquisition of entire share capital of Delta Softpro by the Company on February 24, 2012.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, profit & loss accounts, director's reports and auditor's reports of the subsidiaries and other documents otherwise required to be attached to the Company's accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection by any member at the registered office of the Company and the respective subsidiary companies.

The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition, from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the members on September 19, 2005 provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The scheme was approved by the members on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand five hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

Significant Events and Social Initiatives

In its endeavor to create social awareness, the Company organized campaigns on a number of social issues to support education, health, rural electrification and awareness on climate change. All of these garnered massive public support and appreciation.

Greenathon: In partnership with the multinational automaker, Toyota, the Company in 2008 launched a nationwide campaign- "NDTV Toyota Greenathon" to spread awareness on climate change and rural electrification. Greenathon was supported by many bollywood actors, politicians, intellectuals and received an overwhelming response from people across the country. There have been four successful seasons of Greenathon campaign resulting in donations to help funding electrification in rural India. In the year 2012, the people have once more joined this campaign, through an epic Green Run, to spread the awareness on environmental change similar to the previous years.

Save Our Tiger: The Company in association with the telecom Company, Aircel, initiated a unique campaign - "Save Our Tiger". The campaign is aimed to create awareness among Indians about the rapidly decreasing tiger population in India. As part of the campaign a special show was aired to engage all the key stakeholders and tiger experts to voice their opinion on the actions needed to protect the tigers. The campaign ambassador, Mr. Amitabh Bachchan, highlighted the key issues of tiger conservation. The funds raised at telethon were donated to equip and train forest departments and to set up tiger task forces in key reserves across the country. For this NDTV has been joined by a dedicated partnership pledge from the Wildlife Conservation Trust (WCT).

"Save Our Tiger" campaign, won the Best Public Service Campaign for a brand by a news channel in 2011.

In the field of education, NDTV launched the 'Support My School' and 'Marks for Sports' campaigns.

Support My School Campaign: NDTV and its campaign partners Coca-Cola India, Charities Aid Foundation (CAF), UN-Habitat and Sulabh International jointly organised the "Support My School" campaign to create awareness on water and sanitation, environment and healthy active living. The campaign aimed to develop healthy, active and happy schools in rural and semi-urban towns. A special event was organized to promote the campaign and was supported by the campaign ambassador, Mr. Sachin Tendulkar and bollywood actor Mr. Sanjay Dutt. The funds raised at the event were donated for providing the facilities to more than 140 schools.

Marks for Sports campaign is the initiative under the "Fit India Movement" of NDTV and Nirmal Lifestyle. The campaign aims to promote inclusion of sports in the school curriculum. "Marks for Sports" aims to develop fitter, active and healthier lifestyles for the youth of today. As part of a special launch event, Development & Campaign Ambassador, Mr. Ranbir Kapoor emphasized the importance of Sports in school curriculum. The launch event was attended by various legendary sports personalities.

The 'Jeene ki Aasha' campaign focused on Maternal and Childcare issues around the country. The campaign was launched in 2011 with the Gates Foundation. The drive was encouraged by the various celebrities and by the goodwill ambassador of UNICEF. The campaign highlighted the poor healthcare services in the rural areas. The movement helped in improvement of healthcare services to great extent.

Further details of the significant events and agreements appear in the Management Discussion and Analysis Report, which forms part of this Report.

Directors

In accordance with the provisions of the Articles of Association of the Company, Mr. Vijaya Bhaskar Menon and Mr. Pramod Bhasin, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and are eligible to be re-elected.

During the year, approval was granted by the Board to the appointment of Mr. Vikramaditya Chandra, as an Additional Director of the Company, subject to the receipt of requisite approval from the Ministry of Information and Broadcasting. The said approval was received on 26.09.2011 and Mr. Chandra was appointed as Additional Director on the Board w.e.f. November 1, 2011 to hold office till the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The Board has also approved the appointment of Mr. Vikramaditya Chandra as Group CEO and Executive Director of the Company for a period of five years with effect from November 1, 2011.The appointment of Mr. Chandra is subject to the approval of the members of the Company at the ensuing Annual General Meeting and Central Government, if necessary.

Further, the Board, on the recommendation of remuneration committee, has approved the appointment of Dr. Prannoy Roy and Mrs. Radhika Roy as the Executive Co-Chairpersons of the Company for a period of five years with effect from July 1, 2011 and the appointment of Mr. K V L Narayan Rao, as Executive Vice-Chairperson of the Company for a period of five years with effect from July 29, 2011.The aforesaid appointments are subject to the approval of the members of the Company at the ensuing Annual General Meeting and Central Government, if necessary.

Directors' Responsibility 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 accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 of the profit or loss 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 accounts for the financial year ended March 31, 2012 on a going concern basis.

Auditors

M/s. Price Waterhouse (Bangalore) (FRN 007568S), statutory auditors of the Company have communicated that they do not wish to offer themselves for reappointment at the conclusion of their present term of appointment, at the ensuing Annual General Meeting of the Company.

Further, the Company has received consent letter from M/s Price Waterhouse (Kolkata) (FRN 301112E), Chartered Accountants indicating their willingness to serve as the statutory auditors of the Company, if appointed at the ensuing Annual General Meeting. They have confirmed that if they are appointed as the Statutory Auditors of the Company, their appointment will be in accordance with the limits specified u/s 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s Price Waterhouse-Kolkata (FRN 301112E), Chartered Accountants as the Statutory Auditor of the Company.

With reference to point no. 4 of the Auditors Report to the members, the Directors state that the Company is in the process of obtaining the approval of the Central Government for taking its approval in respect of the managerial remuneration of the Directors.

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs. 20.51 crores (previous year Rs. 17.30 crores). The foreign exchange outgo on subscription, uplinking and news service , travelling, consultancy, software expenses, website expenses, repairs and maintenance and other expenses amounted to Rs. 15.58 crores (previous year Rs. 21.50 crores). Outgo on account of capital goods and others was Rs. 4.99 crores (previous year Rs. 4.61 crores).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Director's Report is being sent to all the members excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors express their grateful thanks and appreciation for the assistance and cooperation received from the investors, members, bankers and business associates for the cooperation extended to the Company. Your Directors also wish to thank the employees for the excellent performance and contribution to the Company's progress during the year under review.

For and on behalf of the Board

Place : New Delhi Dr. Prannoy Roy

Date : July 31, 2012 Executive Co- Chairperson

Radhika Roy

Executive Co- Chairperson

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Mar 31, 2011

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2011.

Financial Results

The summarized financial results for the year ended March 31, 2011 are as follows:-

Year ended Year ended Year ended Year ended 31.03.2011 31.03.2011 31.03.2010 31.03.2010 (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) Standalone Consolidated Standalone Consolidated

Business Income 347.22 418.57 348.38 590.54

Other Income 16.63 34.38 7.08 143.15

Total Income 363.85 452.96 355.45 733.69

profit/(Loss) before Tax (93.56) (169.95) (18.66) (209.71)

Employee Stock Compensation Expense 1.37 3.39 - 10.21

Provision for Tax / Others* 3.71 5.64 1.86 4.98

Share of Minority - (4.04) - (4.88)

Share in profit of associates - 1.06 - 0.61

Exceptional gain on dilution in stake in a - - - 337.06 subsidiary

Net profit/(Loss) after Tax (98.64) (173.89) (20.52) 117.66

Balance brought forward from previous year (77.93) 87.07 (57.41) (30.59)

Addition on account of merger 1.75 - - -

Adjusted against reserve & surplus as per 76.18 37.39 - - Scheme of Arrange ment of merger

Appropriation:

Transfer to General Reserve NIL NIL NIL NIL

Proposed Dividend on Equity Shares NIL NIL NIL NIL

Tax on Dividend NIL NIL NIL NIL

profit carried to Balance Sheet (98.64) (49.42) (77.93) 87.07

Includes Deferred Tax (Income) / Expense

The Year under Review

During the year under review, the Company achieved a turnover of Rs 347.22 crores and operating loss before depreciation interest and tax of Rs. (46.07) crores.

The Companys operating loss before tax and ESOP cost was Rs. (93.56) crores, operating loss after tax was Rs. (98.64) crores and earning per share Rs. (15.30) (Basic) and Rs. (15.30) (Diluted).

A detailed review of the Companys operations has been provided in the Management Discussion and Analysis Report, which forms part of this Report.

Audited consolidated financial statements for the year ended March 31, 2011 also form a part of this Report.

Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

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

Corporate Governance

The Companys Corporate Governance Report is attached and forms a part of this report.

The Company

During the year, the Company entered into significant agreements in respect of following transactions:

1. The Company through its subsidiary NDTV Networks Limited purchased the stake held by NDTV Networks Plc in NDTV Labs Limited, NDTV Lifestyle Limited, NDTV Convergence Limited, Turner General Entertainment Networks India Private Limited and NGEN Media Services Private Limited.

2. The Company, NDTV Networks Limited and NDTV Lifestyle Holdings Private Limited entered into an agreement with South Asia Creative Assets Limited for sale of 49% of the Companys indirect stake (on a fully diluted basis) in the Lifestyle business of the NDTV Group.

3. The Company entered into a distribution agreement with Star Den, to distribute four of its channels NDTV 24x7, NDTV profit, NDTV India and NDTV Good Times across various distribution platforms.

Scheme of Amalgamation

During the year, the eight Indian subsidiaries of the Company viz: NDTV Studios Limited, NDTV India Plus Limited, NDTV Business Limited, New Delhi Television Media Limited, NDTV Delhi Limited, NDTV Hindu Media Limited, NDTV News 24X7 Limited and NDTV News Limited (collectively, "Transferor Companies”) merged into the Company ("Transferee Company”) vide order of the Honble High Court of Delhi dated November 8, 2010. Pursuant to the Company having made necessary flings of the aforesaid orders of the Honble High Court, with the Registrar of Companies, NCT of Delhi and Haryana, the merger had taken effect from December 17, 2010. Consequent to the merger the authorized share capital of the Company has increased from Rs. 35,00,00,000/- divided into 8,75,00,000 Equity Shares of Rs. 4/- each to Rs. 173,30,00,000 divided into 43,32,50,000 Equity Shares of Rs.4/- each, w.e.f. December 17, 2010.

In addition to the above, the Company had initiated steps to simplify the structure of its direct and indirect subsidiaries in India and overseas. As part of this exercise, the Company initiated steps with respect to the liquidation of some of its overseas subsidiaries and completed the liquidation of NDTV Middle East Ventures FZ LLC, UAE, NDTV Four Holdings AB, Sweden and NDTV Networks BV, The Netherlands. NDTV Networks Plc, the UK subsidiary of the Company, was also placed under members voluntary winding up in March 2011.

Further, the subsidiaries of the Company in Mauritius, namely NDTV Two Holdings Limited and NDTV Three Holdings Limited, were also placed under liquidation. The liquidation process for these entities is expected to be concluded shortly and a formal liquidation certificate is awaited.

Subsidiary Companies and Growth

During the year, in orderto transferthe Companys stake in non-news business of the group, held by NDTV Networks Plc, UK to an Indian entity of the group, the Company set up NDTV Networks Limited, its direct subsidiary in India. NDTV Networks Limited acquired the entire share capital held by NDTV Networks Plc in NDTV Labs Limited, NDTV Convergence Limited, NGEN Media Services Private Limited and NDTV Lifestyle Holdings Private Limited.

During the year, the Company also set up NDTV Lifestyle Holdings Private Limited. NDTV Lifestyle Holdings Private Limited is the holding company of NDTV Lifestyle Limited, which owns and operates the channel NDTV GoodTimes. NDTV Lifestyle Holdings Pvt. Ltd., an indirect subsidiary of the Company and Astro All Asia Networks Plc, entered into an agreement for the acquisition of 49% stake in the Lifestyle business of the NDTV group by South Asia Creative Assets Limited, a subsidiary of Astro All Asia Networks.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, profit & loss accounts, directors reports and auditors reports of the subsidiaries and other documents otherwise required to be attached to the Companys accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding

and subsidiary companies seeking such information at any time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any member in its registered offce and those of the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition, from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the shareholders on September 19, 2005 provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme”) for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The scheme was approved by the shareholders on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand fve hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

During the year, the Company has allotted 11,740 equity shares (previous year 17,41,435 equity shares) to the eligible employees, out of 17,64,425 equity shares issued on March 31, 2009.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

significant Events and Agreements

GREENAThON - Greenies Eco Awards

In its endeavorto create environmental awareness, the Company has been organizing a nationwide campaign "NDTV Toyota Greenathon”, for two consecutive years. Greenathon, in its frst and second years, received an overwhelming response from Bollywood stars, Chief Ministers from different states of India, companies and individuals helping to raise funds and lighting up several villages across India. Events were organized throughout the country as a part of the Greenathon campaign like Mural Wall Painting and planting of tree saplings etc. "THE NDTV TOYOTA GREENATHON” is Indias only 24-hour live event to be telecast across all NDTV channels, for promoting environmental awareness.

During the year, NDTV, in partnership with Toyota, announced the Greenies Eco Awards. These awards were aimed at encouraging, acknowledging and awarding the champions of the earth for environmental leadership. It showcased examples of excellence and best practices in fnding innovative solutions to environmental challenges. The nominations for NDTV-Toyota Greenies Eco Awards were selected from all over the world.

The winners of Indias frst national environment awards- Greenies Eco Awards were announced at an award ceremony in New Delhi graced by the President of India, Smt. Pratibha Devisingh Patil.

Tigerthon - Save Our Tiger

Taking forward the campaign "Save OurTigers”, NDTV in association with Aircel embarked upon a unique initiative to support its campaign "Save OurTiger” by telecasting a 12-hour Telethon on its network channels. During the campaign, wildlife champions from across the country came forward to extend a hand in saving the national animal, the Indian tiger. The campaign ambassador, Sh. Amitabh Bachchan, highlighted the key issues of tiger conservation.

As part of the campaign a special show was aired to engage all the key stakeholders and tiger experts to voice their opinion on what needs to be done to protect the tigers. The campaign also involved on ground events and airing of documentaries promoting the cause of protecting the tiger. NDTVs campaign to save our tigers received an overwhelming response with people from across the country.

The 12-hour Save Our Tigers Telethon raised Rs 5 crore to set up tiger task forces in key reserves across the country. For this NDTV has been joined by a dedicated partnership pledge from the Wildlife Conservation Trust (WCT).

world Economic Forum - Davos

The Company extensively covered 2011 World Economic Forum, held at Davos during January, 2011, where world dignitaries, economists, politicians and top business leaders from around the world gathered to discuss free markets and the global economic recovery.

Support My School campaign

In its continued efforts to help build sustainable communities, NDTV and Coca-Cola India in association with their NGO partners, UN-Habitat, Charities Aid Foundation (CAF) and Sulabh International embarked upon a unique initiative - Support My School campaign. The campaign aimed to develop over 100 healthy, active and happy schools in rural and semi-urban towns by improving basic amenities and subsequently generating monetary resources, hence benefitting over 50,000 students across the country.

As part of a special launch event, cricketing legend and campaign ambassador, Mr. Sachin Tendulkar unveiled the campaign logo. Some of the other eminent personalities present to lend their support to the campaign included, Sh. Kapil Sibal, Union Minister, Ms. Raveena Tandon, actor, Ms. Priya Dutt and Mr. Sanjay Raut, Members of the Parliament.

NDTV Campaign to Save Indias Coasts

NDTV has started a new campaign to Save Indias Coasts. NDTV Toyota Etios Save Indias Coast is an initiative to raise awareness regarding the serious threat to the Indian coastline.

As part of the campaign, NDTV reporters travelled the length of Indias coastline to bring to light the ground reality, galvanize the local population and raise national awareness. A special panel including environmentalists, politicians and activists discussed the serious threat that the Indian coastline is under from unplanned development.

Further details of the significant events and agreements appear in the Management Discussion and Analysis Report, which forms part of this Report.

Directors

In accordance with the provisions of the Articles of Association of the Company, Mr. K V L Narayan Rao and Mr. Amal Ganguli, Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and are eligible to be re-elected.

The Board, on the recommendation of remuneration committee, has approved the revision in remuneration of Mr. K V L Narayan Rao, Group CEO and Executive Director, w.e.f. April 1, 2011, for the remaining period of his appointment i.e. June 10,2013. The revision in remuneration is subject to the approval of the members of the Company at the ensuing Annual General Meeting and Central Government, if necessary.

Directors Responsibility Statement

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

1. that in the preparation of the annual accounts forthe financial year ended March 31,2011 the applicable accounting standards have been followed and there are no material departures;

2. that 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

3. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

Auditors

The Auditors of the Company, M/s. Price Waterhouse, Chartered Accountants, hold offce till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confrmed that their re-appointment as Auditors of the Company, if made, would be in accordance with the limits specifed under Section 224(1B) of the Companies Act, 1956.

With reference to point no. 4 of the Auditors Report to the members, the Directors state that the Company is in the process of obtaining the approval of the Central Government for taking its approval in respect of the managerial remuneration of the Directors.

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuantto Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs. 15.83 crores (previous year Rs. 11.62 crores). The foreign exchange outgo on subscription, uplinking and news service charges, travelling, consultancy, software expenses, website expenses, repairs and maintenance and other expenses amounted to Rs. 20.85 crores (previous year Rs. 28.63 crores). Outgo on account of capital goods and others was Rs. 4.61 crores (previous year Rs. 2.72 crores).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Directors Report is being sent to all the shareholders excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may write to the Company Secretary at the registered offce of the Company.

Acknowledgements

Your Directors express their grateful thanks and appreciation for the assistance and cooperation received from the investors, shareholders, banks and business associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the employees to the Companys progress during the year under review.

For and on behalf of the Board

Place : New Delhi Dr. Prannoy Roy Date : May 3, 2011 Chairman