Directors Report of Next Mediaworks Ltd.

Mar 31, 2025

Your Director(s) are pleased to present their Forty Fourth (44^th) report, together with the Audited Financial Statements
(Standalone & Consolidated) for the financial year ended on March 31, 2025.

FINANCIAL RESULTS

Your Company''s performance during the financial year ended on March 31, 2025, along with previous year''s figures is
summarized below:

Particulars	Standalone		Consolidated
	2024-25 1	2023-24	2024-25	2023-24
Total income	56	-	3,409	4,279
Earnings/(loss) before finance cost, tax, depreciation and amortization (EBITDA) before exceptional items	(52)	(96)	124	222
Less: Depreciation and amortization expense	-	-	604	851
Less: Finance cost	436	372	2,014	2,066
(Loss) before exceptional items and tax	(488)	(468)	(2,494)	(2,695)
Add: Exceptional Items gain / (loss)	882	(777)	7,879	(1,177)
Profit/(loss) before tax	394	(1,245)	5,385	(3,872)
Less: Tax expense	-	-	-	-
Profit/(loss) after tax	394	(1,245)	5,385	(3,872)
Add: Other Comprehensive income/(loss) for the year (net of tax)
- Remeasurement (loss)/gain of the defined benefits	-	-	(2)	10
plan
- Fair value changes on Equity Instruments through	(70)	-	(70)	-
other comprehensive income
Total Comprehensive income/(loss) for the year (net of tax)	324	(1,245)	5,313	(3,862)
Opening balance in Retained Earnings (attributable to owners of Company)	(18,118)	(16,873)	(24,083)	(21,870)
Add: Profit/(loss) for the year (attributable to owners of Company)	394	(1,245)	6,360	(2,218)
- Re-measurements of defined benefit plans (net of tax)	-	-	(1)	5
(attributable to owners of Company)#
Total Retained Earnings (attributable to owners of Company)	(17,724)	(18,118)	(17,724)	(24,083)

# Indian Rupees less than 50,000/- has been rounded off to Nil.

* Consequent to conversion of Loan taken by Next Radio Limited (Subsidiary Company/NRL) from HT Media Limited (Holding
company) into Equity, in accordance with regulatory approvals, NRL has ceased to be the subsidiary of the Company w.e.f.
February 7, 2025 and accordingly, the consolidated financial statements (for FY 2024-25) are for the period upto February 7, 2025.

DIVIDEND

Your Director(s) have not recommended any dividend on the
Equity Shares of the Company for the financial year ended on
March 31, 2025.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

Your Company was the holding company of Next Radio
Limited ("NRL") till February 7, 2025. NRL is engaged in the
business of FM Radio broadcasting. It was among the first

private players to venture into private FM broadcasting and
operates a radio network of diverse programming across
international music, contemporary hits and retro sound;
in 7 prominent cities of the country namely Delhi, Mumbai,
Chennai, Kolkata, Bengaluru, Pune and Ahmedabad. NRL
operates under the frequency 94.3 MHz in all the cities, except
Ahmedabad where it operates under 95.0 MHz frequency.

Effective February 7, 2025, the Company no longer controls
NRL as stake of the Company in NRL has reduced from
51.40% to 13.53%.

A detailed analysis and insight into the financial performance
and operations of your Company for the year under review
and NRL (till February 7, 2025) and future outlook, is
appearing under the Management Discussion and Analysis
section, which forms part of this Annual Report.

RISK MANAGEMENT

Your Company has an established risk management
framework to identify, evaluate and mitigate business risks.
The identified risks and appropriateness of management''s
response to significant risks are reviewed periodically
by the Audit Committee. A detailed statement indicating
development and implementation of a Risk Management
policy of the Company, including identification of various
elements of risk, is appearing under the Management
Discussion and Analysis Report.

SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31, 2025, your Company does not have any
subsidiary, any associate or joint venture company within the
meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Consequent to conversion of loan taken by Next Radio
Limited (Subsidiary Company/NRL) from HT Media Limited
(Holding company) into Equity, in accordance with regulatory
approvals, NRL has become a direct subsidiary (rather than
being a step-down subsidiary) of HT Media Limited w.e.f.
February 7, 2025.

In terms of the applicable provisions of Section 136 of the Act,
the Financial Statements of Next Radio Limited (subsidiary
till February 7, 2025) for the financial year ended on March
31, 2025 are available for inspection at Company''s website
at https://www.nextmediaworks.com/subsidiaries/2024-25/
NRL-standalone-FS-Mar-25.pdf

The contribution of NRL to the overall performance of your
Company till February 7, 2025 is outlined in note no. 35C of

the Consolidated Financial Statements for the financial year
ended on March 31, 2025.

A report on the performance and financial position of the
Next Radio Limited (Subsidiary till February 7, 2025) in
prescribed Form AOC-1 is annexed to the Consolidated
Financial Statements and hence, not reproduced here. The
Policy for determining Material Subsidiary(ies)'', is available
on the Company''s website at https://nextmediaworks.com/
Material-Subsidiary-NMW.pdf.

During the year under review, except as stated above, no
other subsidiary, associate or joint venture has been acquired
or ceased/ sold/ liquidated.

DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradeable
in electronic form. As on March 31, 2025, 99.997% of the
Company''s total paid-up capital representing 6,68,91,031
equity shares are in dematerialized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the year under review, the Company was in
compliance with the provisions of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations) and Act w.r.t composition of the
Board of Directors of the Company including requirements
of Independent Directors and Woman Director.

During the year under review, Mr. Sameer Singh
(DIN: 08138465), Independent Director of the Company has
been re-designated as Non-Executive Non-Independent
Director of the Company effective January 17, 2025 and
approval of shareholders was also taken through Postal
Ballot on February 25, 2025.

Further, Mr. Praveen Someshwar (DIN: 01802656), Chairman
and Non-Executive Director of the Company has resigned
effective February 28, 2025. Mr Lloyd Mathias (DIN: 02879668)
and Ms. Suchitra Rajendra (DIN: 07962214), Independent
Directors of the Company have also resigned effective April 15,
2025. The Directors placed on record their sincere appreciation
for the contributions made by them during their tenure.

Further, Mr. Sameer Singh, Non-Executive Director was
appointed as Chairman of the Board of Directors of the
Company effective April 16, 2025.

Further, on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors after
considering the integrity, knowledge, experience, expertise,
and proficiency of Mr. Suryakant Gupta (DIN: 06606258),
Mr Ishant Juneja (DIN: 11033448) and Ms. Pratibha
Sabharwal (DIN: 10777848), appointed them as
Non-Executive (Additional) Independent Directors of the
Company effective April 15, 2025 and the approval of the
shareholders was also taken through Postal Ballot on May
28, 2025, for their appointment as Independent Directors for
a term of 5 years effective April 1 5, 2025.

Re-appointment of Directors retiring by rotation:

In accordance with the provisions of the Act, Mr. Samudra
Bhattacharya (DIN: 02797819), Director liable to retire by
rotation at the ensuing AGM, being eligible has offered
himself for re-appointment. The Board recommends the
re-appointment of Mr. Samudra Bhattacharya as Director, for
approval of the Members, at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the SEBI
Listing Regulations and the Secretarial Standards on General
Meeting (''SS-2'') with respect to proposed re-appointment of
Director retiring by rotation is appended as an Annexure in the
Notice of ensuing AGM.

Independent Directors’ Declaration:

The Independent Directors of the Company have
confirmed the following:

a. they meet the criteria of independence as prescribed
under the provisions of the Act, read with the Rules
made thereunder and SEBI Listing Regulations.

b. they have registered themselves with the Independent
Directors Database maintained by Indian Institute of
Corporate Affairs and

c. they have complied with the Code for Independent
Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and also they hold highest standards
of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.

Code of Conduct:

The Company is guided by the Code of Conduct in taking
decisions, conducting business with a firm commitment

towards values, while meeting stakeholders'' expectations.
This is aimed at enhancing the organization''s brand and
reputation. It is imperative that the affairs of the Company
are managed in a fair and transparent manner. Further, all
the Directors have confirmed adherence to the Company''s
Code of Conduct''.

Board Diversity:

Your Company recognizes that Board diversity is a pre¬
requisite to meet the challenges of globalization, ever
evolving technology and balanced care of all stakeholders and
therefore has appointed Directors from diverse backgrounds
including a Woman Director.

Key Managerial Personnel

As on March 31, 2025, the Key Managerial Personnel
(KMPs) of the Company in terms of Section 203 of the Act,
were Mr. Ramesh Menon, Chief Executive Officer, Mr. Amit
Madaan, Chief Financial Officer and Ms. Sonali Manchanda,
Company Secretary.

However, following changes took place in the positions of
KMPs of the Company after March 31, 2025:

- Mr. Ramesh Menon, Chief Executive Officer and Mr. Amit
Madaan, Chief Financial Officer of the Company has resigned
effective April 16, 2025.

Further, on the recommendation of the Nomination &
Remuneration Committee and approval of the Board of
Directors of the Company, following changes were made
effective April 17, 2025:

• Mr. Rohit Kalra appointed as Chief Executive Officer; and

• Mr. Priyatn Agrawal appointed as Chief Financial Officer

PERFORMANCE EVALUATION

In line with the requirements under the Act and the SEBI
Listing Regulations, the Board undertook a formal annual
evaluation of its own performance and that of its Committees,
Directors (including Independent Directors) and Chairman.

The Nomination & Remuneration Committee framed
questionnaires for evaluation of performance of the Board
as a whole, Board Committees, Directors (including
Independent Directors) and the Chairman.

The Directors were evaluated on various parameters such
as, value addition to discussions, level of preparedness,
willingness to appreciate the views of fellow Directors,
commitment to processes which include risk management,

compliance and control, commitment to all stakeholders
(shareholders, employees, vendors, customers etc.),
familiarization with relevant aspects of company''s business/
activities amongst other matters. Similarly, the Board as
a whole was evaluated on parameters which included its
composition, strategic direction, focus on governance, risk
management and financial controls.

A summary report of the feedback of Directors on the
questionnaire(s) was considered by the Independent
Directors, Nomination & Remuneration Committee and
Board of Directors at their respective meetings. On the
basis of the outcome of the evaluation questionnaire and
discussion of the Board, the performance has been assessed
as satisfactory.

A separate meeting of Independent Directors was also held
without the presence of Non-Independent Directors and
Members of the management to:

• Review the performance of the Non-Independent
Directors and the Board as a whole.

• Review the performance of the Chairman of the
Company considering the views of the other Directors
of the Company.

• Assess the quality, quantity and timeliness of flow of
information between the company management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

AUDIT & AUDITORS

Statutory Auditor

The term of M/s B S R and Associates, Chartered Accountants
(Firm Registration No. 128901W) Statutory Auditors expired
on the conclusion of the last Annual General Meeting held
on September 24, 2024, accordingly on the recommendation
of the Audit Committee and the Board of Directors,
M/s S.R.Batliboi & Associates LLP, Chartered Accountants
(Firm Registration No. 101049W/E300004) (SRB'') were
appointed as Statutory Auditors of the Company, for a term
of 5 (five) consecutive years, at the Annual General Meeting
held on September 24, 2024.

The Auditors'' Report of SRB on Annual Financial Statements
(Standalone and Consolidated) for the financial year ended
on March 31, 2025 does not contain any qualification,
reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules
made thereunder, the Board of Directors had appointed
Ms. Malavika Bansal, Practicing Company Secretary
(C.P No. 9159) as Secretarial Auditor, to conduct the
Secretarial Audit for the financial year ended on March 31,
2025. The Secretarial Audit Report of the Company for FY-25
is annexed herewith as “Annexure - A” and does not contain
any qualification, reservation, adverse remark or disclaimer.

Further, Secretarial Audit of the material unlisted subsidiary
(upto February 7, 2025) viz. Next Radio Limited (''NRL") for
FY-25, as required under Regulation 24A of SEBI Listing
Regulations, has been conducted by Ms. Malavika Bansal,
Practicing Company Secretary (C.P No. 9159). The Secretarial
Audit Report of NRL is annexed herewith as “Annexure - B”
and it does not contain any qualification, reservation, adverse
remark or disclaimer.

In terms of the Regulation 24A of SEBI Listing Regulations,
Audit Committee and Board of Directors has recommended
appointment of Ms. Malavika Bansal, Practicing Company
Secretary, (C.P. No. 9159) as Secretarial Auditor, for a period
of 5 years w.e.f. FY 2026, for approval of the members, at
the ensuing AGM.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the
Company with related parties during the year under review,
were in ordinary course of business of the Company and on
arms'' length terms. The related party transactions were placed
before the Audit Committee for the purpose of review and/or
approval. During the year under review, the Company did not
enter into any contracts/ arrangements/ transactions with
related party, which could be considered material in accordance
with the Company''s Policy on Materiality of and dealing with
Related Party Transactions'' and accordingly, the disclosure of
related party transactions in Form AOC-2 is not applicable.

The aforesaid policy is available on the Company''s website at
http://www.nextmediaworks.com/RPT-Policy-of-NMW.pdf.

Reference of the Members is invited to Note no. 22 & 22A of
the Annual Standalone Financial Statements, which set out
the related party disclosures as per Ind AS-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the
best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the
financial year ended on March 31, 2025, the applicable
Accounting Standards have been followed and there are
no material departures;

(ii) such accounting policies have been selected and
applied consistently and judgments 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 on March 31, 2025, and of the loss of the
Company for the year ended on March 31, 2025;

(iii) proper and sufficient care have 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;

(iv) the annual accounts have been prepared on a
going concern basis;

(v) proper internal financial controls were in place and
that such internal financial controls were adequate and
operating effectively; and

(vi) systems have been devised to ensure compliance with
the provisions of all applicable laws and that such
systems were adequate and operating effectively.

DISCLOSURES UNDER THE ACT

Borrowing and Debt Servicing: During the year under
review, your Company has met all its obligations towards
repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/
securities given: Details of investments made and loans/
guarantees/securities given, as applicable, are given in note
no. 26 to the Annual Standalone Financial Statements.

Board Meetings: Yearly calendar of Board meetings was
prepared and circulated in advance to the Directors. During
the financial year ended on March 31, 2025, the Board met
four (4) times on May 03, 2024, July 23, 2024, October 25,
2024 and January 17, 2025. For further details of these
meetings, Members may please refer Report on Corporate
Governance'' which forms part of this Annual Report.

Committees of the Board: At present, four standing
Committees of the Board of Directors are in place viz.
Audit Committee, Nomination & Remuneration Committee,
Stakeholders'' Relationship Committee and Banking
& Finance Committee. During the year under review,
recommendations of the aforesaid Committees, if any, were
accepted by the Board. For further details of the Committees
of the Board, Members may please refer Report on Corporate
Governance'' which forms part of this Annual Report.

Remuneration Policy: The Remuneration Policy of the
Company on appointment and remuneration of Directors,
KMPs & Senior Management, as prescribed under Section
178(3) of the Act and SEBI Listing Regulations, is available
on the Company''s website at https://www.nextmediaworks.
com/NMW-Revised-Remuneration-Poticv-Finat.pdf.

The Remuneration Policy includes, irter-aiia, the criteria
for appointment of Directors, KMPs, Senior Management
Personnel and other covered employees, their remuneration
structure and disciosure(s) in relation thereto. Further,
there was no change in the Remuneration Policy during the
year under review.

Vigil Mechanism: The Vigii Mechanism, as envisaged in the
Act & ruies made thereunder, and SEBI Listing Reguiations,
is addressed in the Company''s "Whistle Biower Policy". In
terms of the Policy Directors/ employees/ stakeholders of
the Company may report concerns about unethicai behavior,
actual or suspected fraud or any violation of the Company''s
Code of Conduct and any incident of leak or suspected leak of
Unpublished Price Sensitive Information (UPSI). The Policy
provides for adequate safeguards against victimization of the
Whistle Biower. The said policy is available on the Company''s
website at http://www.nextmediaworks.com/3.NMW-Detaiis-of-
estabiishment-of-Vigii-Mechanism-Whistie-Biower-Poiicy.pdf

Particulars of employees and related disclosures: In

accordance with the provisions of Section 197(12) of the Act,
read with Ruie 5(2) & (3) of the Companies (Appointment
and Remuneration of Manageriai Personnei) Ruies, 2014,
detaiis of empioyee''s remuneration forms part of this
Annuai Report. Having regard to the provisions of the
second proviso to Section 136(1) of the Act, the Annuai
Report exciuding the aforesaid information is being sent
to the Members of the Company. Any Member interested
in obtaining such information may address their emaii
to [e-mail]

Disciosures under Section 197(12) of the Act read with Ruie
5(1) of the Companies (Appointment and Remuneration of
Manageriai Personnei) Ruies, 2014, is annexed herewith as
"Annexure - C".

Annual Return: In terms of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return (Form MGT-7) for
FY-25, is available on the website of the Company at https://
www.nextmediaworks.com/annual-returns/FY-25/Annual-
Return-FY-25.pdf

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

INFORMATION ON MATERIAL CHANGES AND
COMMITMENTS

No material changes/commitments have occurred after the
end of financial year 2024-25 and till the date of this report,
which affect the financial position of your Company.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing
Regulations, forms part of this Annual Report. The certificate
issued by Ms. Malavika Bansal, Practicing Company
Secretary, the Secretarial Auditor confirming the compliance
of conditions of corporate governance, is annexed herewith
as "Annexure - D".

SECRETARIAL STANDARDS

During the year under review, applicable provisions of
Secretarial Standards i.e., SS-1 and SS-2, relating to
Meetings of the Board of Directors'' and General Meetings'',
respectively have been followed by the Company. Further, the
Company has in place proper systems to ensure compliance
with the provisions of the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and
such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment
at the workplace. The Company has adopted a policy on
prevention, prohibition and redressal of sexual harassment
at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee ("IC") is in place for all works
and offices of the Company to redress complaints received
regarding sexual harassment. The Company''s policy in this
regard, is available on the employee''s intranet. The Company

conducts regular classroom training sessions for employees
and Members of IC and has also rolled-out an online module
for employees to increase awareness. No instance or
complaint was reported to IC during the year under review.

MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of the
Maternity Benefits Act, 1961.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial
controls with reference to the financial statements, which
helps in periodically reviewing the effectiveness of controls
laid down across all critical processes. The Company has also
in place Internal control system which is supplemented by an
extensive program of internal audits and their review by the
management. The in-house internal audit function, supported
by professional external audit firms, conduct comprehensive
risk focused audits and evaluates the effectiveness of the
internal control structure across locations and functions on
a regular basis. The Company also has an online compliance
management tool with a centralized repository to cater to its
statutory compliance requirements.

GENERAL

Your Director(s) state that during the year under review:

1. There were no Deposits accepted by the Company
under Chapter V of the Act.

2. The Company had not issued any shares (including
sweat equity shares) to Directors or employees of the
Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with
differential rights as to dividend, voting or otherwise.

5. The Company does not have any Employee
Stock Option Scheme.

6. The Company has not transferred any amount to the
General Reserve.

7. The provisions relating to Corporate Social
Responsibility (CSR), enshrined under Section 135 of
the Act, were not applicable on the Company.

8. No significant or material order was passed by any
Regulator, Court or Tribunal which impact the going
concern'' status and Company''s operations in future.

9. The Statutory Auditor and Secretarial Auditor have not
reported any instance of fraud to the Audit Committee
pursuant to Section 143(12) of the Act and rules
made thereunder.

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

11. The Central Government has not specified the
maintenance of cost records under Section 148(1) of
the Companies Act, 2013, for the products/services
of the Company.

12. There were no proceedings initiated/ pending
against your Company under the Insolvency and
Bankruptcy Code, 2016.

13. There was no instance of onetime settlement with any
Bank or Financial Institution.

14. The Company has not made any private placement
of shares or fully or partially or optionally
convertible debentures.

ACKNOWLEDGEMENT

Your Director(s) place on record their sincere appreciation
for the co-operation and support extended by Ministry of
Information & Broadcasting and all listeners, advertisers,
stakeholders, including various government authorities,
shareholders, investors, banks, etc. Our resilience to meet
challenges was made possible by their hard work, solidarity,
co-operation and support.

Your Director(s) also place on record their deep appreciation
of the committed services of the executives and employees
of the Company.

For and on behalf of the Board
(Sameer Singh)

Place: New Delhi Chairman

Date: August 1, 2025 DIN:08138465

---

Mar 31, 2024

Your Director(s) are pleased to present their Forty Third (43 ^rd) report, together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2024.

FINANCIAL RESULTS

Your Company''s performance during the financial year ended on March 31, 2024, along with previous year''s figures is summarized below:

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	-	-	4,279	4,087
Earnings before finance cost, tax, depreciation and amortization (EBITDA) before exceptional items and tax from operations	(96)	(100)	222	285
Less: Depreciation and Amortization expense	-	-	851	887
Less: Finance Cost	372	227	2,066	1,831
Profit/(Loss) before exceptional items and tax from operations	(468)	(327)	(2,695)	(2,433)
Exceptional Items (Loss)	(777)	(1,397)	(1,177)	-
Profit/(Loss) before tax for the year	(1,245)	(1,724)	(3,872)	(2,433)
Less: Tax Expense
- Current Tax expense [Adjustment of tax charge related to earlier years]	-	7	-	4
Total tax expense	-	7	-	4
Profit/(Loss) after tax for the year	(1,245)	(1,731)	(3,872)	(2,437)
Add: Other Comprehensive Income/(Loss) (net of tax)	-	-	10	(17)
Total Comprehensive Income/(Loss) for the year (net of tax)	(1,245)	(1,731)	(3,862)	(2,454)
Opening balance in Retained Earnings	(16,873)	(15,142)	(21,870)	(20,446)
Add: Profit/(Loss) for the year	(1,245)	(1,731)	(2,218)	(1,415)
- Re-measurements of defined benefit plans (net of tax)	-	-	5	(9)
Total Retained Earnings	(18,118)	(16,873)	(24,083)	(21,870)

DIVIDEND

Your Director(s) have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2024.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

Your Company is the holding company of Next Radio Limited ("NRL"). NRL is engaged in the business of FM Radio broadcasting. It was among the first private players to venture into private FM broadcasting and operates a radio network of diverse programming across international music, contemporary hits and retro sound; in 7 prominent cities of the country namely Delhi, Mumbai, Chennai, Kolkata,

Bengaluru, Pune, and Ahmedabad. NRL operates under the frequency 94.3 MHz in all the cities, except Ahmedabad where it operates under 95.0 MHz frequency.

A detailed analysis and insight into the financial performance and operations of your Company and NRL for the year under review and future outlook, is appearing under the Management Discussion and Analysis section, which forms part of this Annual Report.

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The identified risks and appropriateness of management''s response

to significant risks are reviewed periodically by the Audit Committee. A detailed statement indicating development and implementation of a Risk Management policy of the Company, including identification of various elements of risk, is appearing under the Management Discussion and Analysis Report.

SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31, 2024, your Company has one subsidiary company namely, Next Radio Limited (NRL). NRL is the materi al subsi dia ry of the Compa ny. You r Com pany does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act"), during the year under review.

In terms of the applicable provisions of Section 136 of the Act, the Financial Statements of subsidiary company for the financial year ended on March 31, 2024 are available for inspection at Company''s website at https://nextmediaworks.com/

The contribution of NRL to the overall performance of your Company is outlined in note no. 35B of the Consolidated Financial Statements for the financial year ended on March 31, 2024.

A report on the performance and financial position of the subsidiary company in prescribed Form AOC-1 is annexed to the Consolidated Financial Statements and hence, not reproduced here. The Policy for determining Material Subsidiary(ies), is available on the Company''s website at https://nextmediaworks.com/Material-Subsidiary-NMW.pdf.

No subsidiary, associate or joint venture has been acquired or ceased/ sold/ liquidated during the financial year ended on March 31, 2024.

DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradeable in electronic form. As on March 31, 2024, 99.997% of the Company''s total paid-up capital representing 6,68,91,031 equity shares are in dematerialized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

As on March 31, 2024, the Board comprised of six (6) NonExecutive Directors out of which three (3) are Independent Directors. The Chairman of the Board is Non-executive Director. The Company also has one (1) Woman Director (Independent) on the Board.

Directors'' Appointments:

The Board of Directors at its meeting held on May 15, 2023, based on the recommendation of Nomination and Remuneration Committee, approved the re-appointment of Ms. Suchitra Rajendra (DIN: 07962214) and Mr. Sameer Singh (DIN: 08138465) as an Independent Directors for a term of five (5) years w.e.f. April 01, 2024.

The above-mentioned re-appointments were approved by the members of the Company at their 42^nd Annual General Meeting ("AGM") held on September 18, 2023.

Re-appointment of Directors retiring by rotation:

In accordance with the provisions of the Act, Mr. Sandeep Rao (DIN: 08711910), Director liable to retire by rotation at the ensuing AGM, being eligible has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Sandeep Rao as Director, for approval of the Members, at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Secretarial Standards on General Meeting (''SS-2'') with respect to proposed re-appointment of Director retiring by rotation is appended as an Annexure in the Notice of ensuing AGM.

Independent Directors'' Declaration:

The Independent Directors of the Company have confirmed the following:

a. they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and SEBI Listing Regulations.

b. they have registered themselves with the Independent Directors Database maintained by Indian Institute of Corporate Affairs and

c. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and also they hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

Code of Conduct:

The Company is guided by the Code of Conduct in taking decisions, conducting business with a firm commitment towards values, while meeting stakeholders'' expectations. This is aimed at enhancing the organization''s brand and reputation. It is imperative that the affairs of the Company are managed in a fair and transparent manner. Further, all the Directors have confirmed adherence to the Company''s Code of Conduct''.

Board Diversity:

Your Company recognizes that Board diversity is a prerequisite to meet the challenges of globalization, ever evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds including a Woman Director.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company are Mr. Ramesh Menon, Chief Executive Officer, Mr Amit Madaan, Chief Financial Officer and Ms. Sonali Manchanda, Company Secretary. During the year under review, following changes took place in the positions of KMPs of the Company:

Appointments:

Mr. Ramesh Menon was appointed as Chief Executive Officer w.e.f. April 17, 2023 and Ms. Sonali Manchanda was appointed as Company Secretary & Compliance Officer (KMP) of the Company w.e.f. December 4, 2023 pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors of the Company.

Cessations:

Mr. Ajit Dheer resigned from the position of Chief Executive Officer of the Company w.e.f. April 17, 2023 and Mr. Harshit Gupta resigned from the position of Company Secretary of the Company w.e.f. October 03, 2023. The Directors placed on record their appreciation for the contributions made by them during their tenure.

PERFORMANCE EVALUATION

In line with the requirements under the Act and the SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors (including Independent Directors) and Chairman.

The Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors (including Independent Directors) and the Chairman.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow Directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company''s business/ activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors at their respective meetings. On the basis of the outcome of the evaluation questionnaire and discussion of the Board, the performance of the Board as a whole, Board Committees, Directors (including Independent Directors) and the Chairman have been assessed as satisfactory.

A separate meeting of Independent Directors was also held on May 03, 2024 without the presence of Non-Independent Directors and Members of the management to:

• Review the performance of the Non - Independent Directors and the Board as a whole.

• Review the performance of the Chairman of the Company considering the views of the other Directors of the Company.

• Assess the quality, quantity and timeliness of flow of information between the compa ny ma na gement and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT & AUDITORS Statutory Auditor

M/s B S R and Associates, Chartered Accountants (Firm Registration No. 128901W) (''B S R'') were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 12, 2019.

The Auditors'' Report of B S R on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2024 does not contain any qualification, reservation or adverse remark or disclaimer.

The term of the Statutory Auditors is expiring on the conclusion of the ensuing AGM. Accordingly, the Board of Directors will be recommending the appointment/ re-appointment of Statutory Auditors for approval of the members at the ensuing AGM of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Ms. Malavika Bansal, Practicing Company Secretary (C.P No. 9159) as Secretarial Auditor, to conduct the Secretarial Audit for the financial year ended on March 31, 2024. The Secretarial Audit Report of the Company for FY-24 is annexed herewith as “Annexure - A” and does not contain any qualification, reservation, adverse remark or disclaimer.

Further, Secretarial Audit of the material unlisted subsidiary viz. Next Radio Limited ("NRL") for FY-24, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Ms. Malavika Bansal, Practicing Company Secretary (C.P No. 9159). The Secretarial Audit Report of NRL is annexed herewith as “Annexure - B” and it does not contain any qualification, reservation, adverse remark or disclaimer.

RELATED PARTY TRANSACTIONS

All contracts /arrangements /transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms'' length terms. The related party transactions were placed before the Audit Committee for the purpose of review and/or approval. During the year under review , the Company did not enter into any contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Company''s Policy on Materiality of and dealing with Related Party Transactions'' and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

The aforesaid policy is available on the Company''s website at http://www.nextmediaworks.com/RPT-Policy-of-NMW.pdf.

Reference of the Members is invited to Note no. 22 & 22A of the Annual Standalone Financial Statements, which set out the related party disclosures as per Ind AS-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

(ii) such accounting policies have been selected and applied consistently and judgments 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 on March 31, 2024, and of the loss of the Company for the year ended on March 31, 2024;

(iii) proper and sufficient care have 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

(vi) systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER THE ACT

Borrowing and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/ securities given: Details of investments made and loans/ guarantees/securities given, as applicable, are given in note no. 2 to the Annual Standalone Financial Statements.

Board Meetings: Yearly calendar of Board meetings was prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2024, the Board met five(5) times on April 03, 2023, May 15, 2023, July 25, 2023, November 03, 2023 and January 16, 2024. For further details of these meetings, Members may please refer Report on Corporate Governance'' which forms part of this Annual Report.

Committees of the Board: At present, four standing Committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and Banking & Finance Committee. During the year under review, recommendations of the aforesaid Committees, if any, were accepted by the Board. For further details of the Committees of the Board, Members may please refer Report on Corporate Governance'' which forms part of this Annual Report.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, KMPs & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company''s website at https://www.nextmediaworks. com/NMW-Revised-Remuneration-Policy-Final.pdf.

The Remuneration Policy includes, inter-alia, the criteria for appointment of Directors, KMPs, Senior Management Personnel and other covered employees, their remuneration structure and disclosure(s) in relation thereto. Further, there was no change in the Remuneration Policy during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder, and SEBI Listing Regulations, is addressed in the Company''s "Whistle Blower Policy". In terms of the Policy, Directors/ employees/ stakeholders of the Company may report concerns about unethical behavior, actual or suspected fraud or any violation of the Company''s Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The said policy is available on the Company''s website at http://www.nextmediaworks.com/3.NMW-Details-of-establishment-of-Vigil-Mechanism-Whistle-Blower-Policy.pdf

Particulars of employees and related disclosures: In

accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employee''s remuneration forms part of this Annual Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their email to investor. [e-mail]

Disclosures under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as “Annexure - C”.

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-24, is available on the website of the Company at https:// www.nextmediaworks.com/annual-return.php

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

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

No material changes/commitments have occurred after the end of financial year 2023-24 and till the date of this report, which affect the financial position of your Company.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate issued by Ms. Malavika Bansal, Practicing Company Secretary, the Secretarial Auditor confirming the compliance of conditions of corporate governance, is annexed herewith as “Annexure - D”.

SECRETARIAL STANDARDS

During the year under review, applicable provisions of Secretarial Standards i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors'' and General Meetings'', respectively have been followed by the Company. Further, the Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

Internal Complaints Committee ("IC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Company''s policy in this regard, is available on the employee''s intranet. The Company conducts regular classroom training sessions for employees and Members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online compliance management tool with a centralized repository to cater to its statutory compliance requirements.

GENERAL

Your Director(s) state that during the year under review:

1. There were no Deposits accepted by the Company under Chapter V of the Act.

2. The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

5. The Company does not have any Employee Stock Option Scheme.

6. The Company has not transferred any amount to the General Reserve.

7. The provisions relating to Corporate Social

Responsibility (CSR), enshrined under Section 135 of the Act, were not applicable on the Company.

8. No significant or material order was passed by any Regulator, Court or Tribunal which impact the going concern'' status and Company''s operations in future.

9. The Statutory Auditor and Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder.

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

11. The Company is not required to maintain cost records as per Section 148(1) of the Act.

12. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

13. There was no instance of onetime settlement with any Bank or Financial Institution.

14. The Company has not made any private placement of shares or fully or partially or optionally convertible debentures.

ACKNOWLEDGEMENT

Your Director(s) place on record their sincere appreciation for the co-operation and support extended by Ministry of Information & Broadcasting and all listeners, advertisers, stakeholders, including various government authorities, shareholders, investors, banks, etc. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

Your Director(s) also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

(Praveen Someshwar)

Date: July 23, 2024 Chairman

Place: New Delhi DIN: 01802656

---

Mar 31, 2018

To,

The Members

Next Mediaworks Limited

The Directors have pleasure in presenting their 37^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2018.

1. FINANCIAL HIGHLIGHTS: (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Revenue	188.32	213.05	7914.68	8063.63
Profit/(Loss) before Finance Cost & Exceptional Items	(16.95)	(34.47)	253.52	310.68
Finance Cost	112.38	146.03	1019.32	1125.43
Profit/(Loss) after Finance Cost but before Extra-Ordinary Items	(129.33)	(180.50)	(765.80)	(814.75)
Extra-Ordinary Items	0	0	0	0
Profit/(Loss) before Tax	(129.33)	(180.50)	(765.80)	(814.75)
Tax Expense	1.84	0	1.85	0
Profit/(Loss) after Tax	(131.17)	(180.50)	(767.65)	(814.75)
Other Comprehensive Income	2.85	4.86	17.80	(13.45)
Total Comprehensive Income	(128.32)	(175.64)	(749.85)	(828.20)

During the year under review, on a standalone basis, Company’s total revenues stood at Rs. 188.32 lakhs. The Company posted loss of Rs. 131.17 lakhs as against loss of Rs. 180.50 lakhs in the financial year 2016-17.

On a consolidated basis, your Company’s total revenues were stable and stood at Rs. 7914.68 lakhs. The Company posted loss of Rs. 767.65 lakhs as against loss of Rs. 814.75 lakhs in the previous year.

2. OPERATIONAL PERFORMANCE:

The Company is the holding Company of Next Radio Limited. Next Radio Limited (“NRL”) is into the business of FM radio broadcasting. It was among the first private players to venture into private FM broadcasting and has established “Radio One” as the FM Brand in top 7 cities of the country viz. (i) Delhi, (ii) Mumbai, (iii) Chennai, (iv) Kolkata, (v) Bangalore, (vi) Pune, and (vii) Ahmedabad. NRL operates under frequency 94.3 MHz in all its cities except for the city of Ahmedabad where it operates under the frequency 95 MHz.

The financial year 2017-18 witnessed intense competition in the private FM radio industry with many new stations, which were acquired during the first stage of Phase III auctions, getting operationalized. The advertising rates witnessed a dip as radio inventory was offered at low rates with an aim to gain entry in a crowded market. This posed a great challenge to NRL which still managed to maintain stability in its top line.

Despite few challenges, NRL’s revenues from operations remained stable during the financial year 2017-18 and stood at Rs. 7,961.85 lakhs. Your Company has taken measures to control cost at operational level with aim to make business operations more cost efficient and these measures have yielded the positive results for the Company.

3. DIVIDEND:

In view of the loss incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31^st March 2018.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to reserves for the year under review.

5. FINANCE:

During the year under review, your Company did not raise any capital from the markets either by way of issue of equity shares /Convertible Securities/ ADR / GDR / or any debt by way of debentures.

6. SHARE CAPITAL:

During the year under review, the Company has not made any fresh allotment of shares.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material events between the end of the financial year and date of this report, which may materially affect the financial position of the Company as it stood at the end of the financial year.

However, the Board of Directors of your company, at their meeting held on 18^th July, 2018, considered and accorded ‘in principle’ approval to consolidate the radio businesses of the Company’s subsidiary i.e. Next Radio Limited (“NRL”) (except for the radio station located at Ahmedabad), HT Media Limited (“HTML”) (except for radio stations at Hyderabad and Uttar Pradesh) and HT Music & Entertainment Company Limited, a wholly-owned subsidiary of HTML (“HTMEL”) in the Company to be implemented by way of a composite scheme of arrangement and amalgamation pursuant to Sections 230-232 and other applicable provisions of the Companies Act 2013, which shall, inter alia, involve the following:

(i) Demerger of the FM radio business of HTML, (except for FM radio stations operated by HTML in Hyderabad and the state of Uttar Pradesh), on a going concern basis and subsequent transfer and vesting of the same to the Company;

(ii) Amalgamation of HTMEL with the Company and consequent dissolution of HTMEL without winding up;

(iii) Demerger of the FM radio broadcasting business of NRL, (except for FM radio station located at Ahmedabad), on a going concern basis and subsequent transfer and vesting of the same to the Company; and

(iv) Reduction of paid up share capital of NRL by cancellation and extinguishment of the entire shares held by the Company in NRL, which shall be regarded as reduction of share capital of NRL.

In respect of the above mentioned Proposed Transaction, the Company and the promoters have executed a binding term sheet with HTML, HTMEL, NRL and their respective promoters.

Further, at the meeting held on 8^th August, 2018, the Board of Directors have also approved the draft scheme of arrangement. The Proposed Transaction is subject to execution of definitive documents between the parties, in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and is also subject to necessary regulatory & corporate approvals and other compliances as per applicable laws.

8. DEPOSITORY SYSTEM:

The Company’s equity shares are compulsorily tradable in electronic form. As on 31^st March 2018, 99.99% of the Company’s total paid-up capital representing 66,891,019 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

Securities and Exchange Board of India (‘SEBI’) has, vide its circular no. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated April 20, 2018, mandated listed companies to take special efforts (through their RTAs) to collect copy of PAN and Bank Accounts Details of all securities holders holding securities in physical form. In this regard, the RTA of your Company has sent letters to all those members of the Company, who are holding shares in physical form, seeking PAN and Bank Details. The RTA shall be sending reminder letters in due course. The Members who hold shares of the company in physical form are requested to provide the details as asked for in the letters sent by the RTA.

9. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public within the meaning of Section 2(31) read with Section 73 and 74 of the Companies Act, 2013 during the year under review. Further, there were no deposits outstanding/unpaid/unclaimed whether at the beginning or end of the year under review.

10. SUBSIDIARY COMPANIES:

As on 31^st March, 2018, the Company had the following subsidiaries including step-down subsidiaries:

(a) Next Radio Limited;

(b) One Audit Limited;

(c) Next Outdoor Limited;

(d) Digital One Private Limited

(e) Syngience Broadcast Ahmedabad Limited (Step-Down Subsidiary)

A statement containing salient features of the financial statements and related information of the subsidiaries in the prescribed format (AOC-1) is provided as “Annexure A”.

The annual audited financial statements of the Company’s material subsidiary namely, Next Radio Limited have been included in this Annual Report.

Pursuant to Section 136 of the Companies Act, 2013, the audited financial statements of the subsidiary companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request. The said statements are also available on the website of the Company i.e. www.nextmediaworks.com under the Investor’s Desk section.

11. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statement of the Company and of all its subsidiaries prepared pursuant to the provisions of Section 129 of the Companies Act, 2013 and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prepared in accordance with the Accounting Standards as recommended by the Institute of Chartered Accountants of India and as notified by the Central Government under Section 133 of the Companies Act, 2013. The Consolidated Financial Statements form part of the Annual Report.

12. AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S MATERIAL SUBSIDIARY:

The audited financial statements, the Auditors Report thereon and the Directors’ Report for the year ended 31^st March 2018 for the Company’s material subsidiary i.e. Next Radio Limited forms part of Annual Report of the Company prepared for the Financial Year 2017-18.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year are provided in Notes to the Standalone Financial Statements as required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. RELATED PARTY TRANSACTIONS:

All related party transactions which were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions were placed before the Audit Committee and /or the Board, as the case may be, for approval.

A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval / information, as the case may be.

During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arm’s length and in ordinary course of business and were not material in nature. Accordingly, the disclosure in respect of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board is placed on the Company’s website.

15. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the M/s A. Y. Sathe & Co., Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

16. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Changes in Directors:

As on the date of this report, the Company’s Board consists of the following Directors:

(i) Mr. Adille Sumariwalla***

(ii) Mr. Venkat Idupuganti

(iii) Mr. Dilip Cherian

(iv) Ms. Monisha Shah

(v) Mr. Rajbir Singh Bhandal

(vi) Mr. Chetan Desai**

(vii) Mr. Tarique Ansari***

(viii) Mr. Sunil Dalal*

* During the year under review, Mr. Sunil Dalal was appointed as an Additional Director (NonExecutive Director under Independent Category) with effect from 29^th August 2017. The Board of Directors have recommended his appointment as Non-Executive Director under Independent Category for a period of 5 years i.e. from 29^th August 2017 up to 28^th August 2022 at the ensuing Annual General Meeting.

** The Board of Directors have, at their meeting held on 8^th May, 2018, appointed Mr. Chetan Desai as an Additional Director (Non- Executive Director under Non-Independent Category) with effect from 8^th May, 2018. The Board of Directors have recommended his appointment as Non-Executive Director under Non-Independent category at the ensuing Annual General Meeting.

*** Pursuant to list of disqualified Directors published by Ministry of Corporate Affairs (MCA) in September, 2017, Mr. Tarique Ansari (Chairman and Managing Director) and Mr. Adille Sumariwalla (Independent Director) were disqualified under Section 164 (2) of the Companies Act, 2013 due to the reason that Bombay Marathon Private Limited, in which both of them were Directors, had failed to make annual filings for consecutive period of 3 years. Vide letters dated April 23, 2018, both Mr. Tarique Ansari (Chairman and Managing Director) and Mr. Adille Sumariwalla (Independent Director) informed the Board of Directors of the Company that Bombay Marathon Private Limited had filed all the pending filings under Condonation of Delay Scheme, 2018 announced by MCA and that consequent upon all the filings have been regularized, Status of DINs of both of them is shown as “Approved” on the website of Ministry of Corporate Affairs. The Board of Directors, at their meeting held on May 8, 2018, considered the aforesaid letters and took the view that disqualification incurred by Mr. Tarique Ansari and Mr. Adille Sumariwalla is removed as the status of their DINs is Approved now and that they can now resume the office of Chairman & Managing Director and Independent Director respectively.

Note: In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Tarique Ansari (DIN: 00101820) - Chairman & Managing Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board of Directors have recommended his re-appointment.

The shareholders, at the 34^th Annual General Meeting of the Company held on 6^th August 2015, re-appointed Mr. Tarique Ansari as the Chairman & Managing Director of the Company for a further period of 3 years effective 1^st July 2016 till 30^th June 2019. The aforementioned reappointment is being commended for shareholders’ approval only for complying with the provisions of Section 152 of the Companies Act, 2013 and shall not be construed as a break in his current tenure.

(b) Change in Key Managerial Personnel:

As on the date of this Report, the following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013:

(i) Mr. Tarique Ansari - Chairman & Managing Director

(ii) Mr. Ismail Dabhoya - Chief Financial Officer

(iii) Mr. Gaurav Sharma - Company Secretary & Compliance Officer*

*Mr. Mandar Godbole, who was working as Company Secretary & Compliance Officer of the Company resigned as Company Secretary & Compliance Officer with effect from 25^th November, 2017. Mr. Gaurav Sharma was appointed as Company Secretary & Compliance Officer of the Company with effect from 13^th February, 2018.

17. BOARD & COMMITTEE MEETINGS:

During the year under review, the following Board /Committee Meetings were convened and held:

(a) Four (4) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) Four (4) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(c) Four (4) Risk Management Committee Meetings were held, details of which are given in the Corporate Governance Report.

(d) Four (4) Stakeholders’ Relationship Committee Meetings were held, details of which are given in the Corporate Governance Report.

(e) Three (3) Nomination & Remuneration Committee Meetings were held, details of which are given in the Corporate Governance Report.

18. EVALUATION OF THE BOARD OF DIRECTORS, THE COMMITTEES THEREOF AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation of the performance of the Board of Directors, its Committees and of Individual Directors has been made. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Since the Company’s material subsidiary viz. Next Radio Limited is into FM broadcasting business, the familiarization program aims to provide Independent Directors with the radio industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company’s familiarization programme for Independent Directors is posted on the Company’s website at www.nextmediaworks.com.

20. NOMINATION AND REMUNERATION COMMITTEE:

The ‘Nomination and Remuneration Committee’ consists of three Directors being all Independent Directors. The said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013 and provisions of Listing Regulations. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Members	Category
Mr. Dilip Cherian	Chairman
Mr. Rajbir Singh Bhandal	Member
Mr. I Venkat	Member

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company’s Website at www.nextmediaworks.com.

21. AUDIT COMMITTEE:

The ‘Audit Committee’ consists of four Directors (three being Independent Directors and one being Non-Executive Non-Independent Director). The said constitution is in accordance with the provisions of Section 177 of the Companies Act, 2013 and provisions of Listing Regulations. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Members	Category
Mr. Sunil Dalal	Chairman
Mr. Dilip Cherian	Member
Mr. I. Venkat	Member
Mr. Chetan Desai*	Member

The Board has, on the recommendation of the Audit Committee framed Vigil Mechanism / Whistle Blower policy. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company’s Website at www.nextmediaworks.com.

* Mr. Chetan Desai was appointed as the Director and Member of Audit Committee on May 8, 2018.

There were no instances where the Board had not accepted the recommendations of Audit Committee.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

(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 have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls had been laid down by the Directors and were followed by the Company and such internal financial controls were adequate and were operating effectively; and

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

23. STATUTORY AUDITORS:

M/s. Walker Chandiok & Co. LLP, Chartered Accountants are the Company’s Statutory Auditors until the conclusion of ensuing 37^th Annual General Meeting and shall retire at the conclusion of the forthcoming 37^th Annual General Meeting.

As per sub-section (2) of Section 139 of the Companies Act, 2013 (‘the Act’), a listed company shall not appoint or re-appoint an audit firm as auditor for more than two consecutive terms of five years.

Accordingly, M/s. Walker Chandiok & Co. LLP, Chartered Accountants are proposed to be re-appointed as statutory auditors for a period of 5 years, commencing from the conclusion of 37^th AGM till the conclusion of the 42^nd AGM.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of Section 139, Section 141 of the Act, the provisions of the Companies (Audit and Auditors) Rules, 2014 and other applicable laws.

24. STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS:

The Auditors’ Report on the Standalone Financial Statements for the year does not contain any qualification.

However, the Auditors’ Report on the Consolidated Financial Statements contains qualified opinion with respect to payment of excess remuneration to Managing Director by the Company’s Subsidiary i.e. Next Radio Limited for the years 2012-13 to 2017-18. In this regard, Members’ attention is drawn to “Qualified Opinion” stated in the Paragraph 8 of the said Auditors’ Report dated May 8, 2018 on the Consolidated Financial Statements.

The Directors would like to state that the response to said qualification as required under Section 134 of the Companies Act, 2013 have been given in detail in the note no. 39 to the Consolidated Financial Statements and hence, is not being repeated here.

25. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. A. Y. Sathe & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended on 31^st March 2018. The Report of the Secretarial Audit is annexed herewith as “Annexure B”.

The Report of the Secretarial Auditor contains two qualifications. The comments/explanation as required under Section 134 are as follows:

(a) With respect to the qualification that the Company has not filed MGT - 14 as required under section 117 of the Companies Act, 2013 for the providing guarantee for loan taken by Next Radio Limited, Subsidiary Company and for availing additional financial assistance from RBL Bank, the Directors would like to state that the said non-filing was inadvertent and that the Company shall take steps to regularize the said non-compliance by filing the form with necessary fees/penalty as may be applicable under the Companies Act, 2013;

(b) With respect to the qualification that the Company has appointed Statutory Auditors in the Adjourned Annual General Meeting held on 11^th September, 2017 for 1 year instead of 5 years as required under section 139 of the Companies Act, 2013, the Directors would like to state that the said non-compliance was inadvertently due to incorrect interpretation of law and that the Board of Directors of the Company have made recommendation for appointment of Statutory Auditors for a period of 5 years at the ensuing Annual General Meeting of Shareholders.

26. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s internal financial control system also comprises of compliances with the Company’s policies and Standard Operating Procedures (SOPs), which is further reviewed by M/s. SMMP & Associates, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report. To ensure effective Internal Financial Controls, the Company has laid down the following measures:

S All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

S All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

S Approval of all transactions is ensured through a pre-approved delegation of authority schedule. The schedule is reviewed periodically by the management and compliance of the same is regularly checked and monitored by the auditors.

S The Company follows a robust internal audit process wherein audits are conducted on a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

S The audit reports of the Internal Auditors are submitted to the Audit Committee and the Board for review and necessary action.

S The Company has a comprehensive risk management framework.

S The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

S The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

S The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

S Compliance of the secretarial functions is ensured by way of secretarial audit.

28. ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013, copy of the annual return is placed on the website of the company i.e. www.nextmediaworks.com

29. EMPLOYEE STOCK OPTION PLAN:

During the year, 66,680 options were exercised by one (1) employee pursuant to the Company’s Employee Stock Option Scheme 2012 after the same were vested.

The applicable disclosures as stipulated under the SEBI Regulations as on 31^st March 2018 with regard to Employees Stock Option Plan are provided in Annexure ‘C’ to this report.

30. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median remuneration of employees and other details in terms of sub-section (12) of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report as Annexure ‘D’.

31. PREVENTION OF SEXUAL HARASSMENT MECHANISM:

During the year under review, the Company has not received any complaint from the employees related to sexual harassment. The Company has in place prevention of sexual harassment policy which is available on the Company’s website i.e. www.nextmediaworks.com

Further, your company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

32. RISK MANAGEMENT:

The Company is not mandatorily required to constitute Risk Management Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Company has, on 23^rd January, 2015, voluntarily constituted a Risk Management Committee comprising of the following persons viz. (i) Mr. I. Venkat - Independent Director, (ii) Ms. Monisha Shah - Independent Director and (iii) Mr. Ismail Dabhoya - Chief Financial Officer as its members. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Committee.

33. CORPORATE SOCIAL RESPONSIBILITY:

Due to inadequate profits, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

34. VIGIL MECHANISM / WHISTLE BLOWER:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the year under review, there were no significant or material orders passed by any regulatory body, Court or tribunal, which may have impact on the going concern status and the Company’s operations in future.

36. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have provided declaration in terms of the provisions of Section 149 (7) read with Section 149 (6) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) and the same have been taken on record by the Board of Directors of the Company at their meeting held on May 8, 2018.

37. FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the Statutory Auditors/Secretarial Auditors in their report under Section 143 (12) of the Companies Act, 2013

38. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review.

39. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

E. Expenditure incurred on Research and Development: NIL

For Next Mediaworks Limited

Sd/-

Tarique Ansari

Chairman & Managing Director

(DIN:00101820)

Place: Mumbai

Date: 21^st August, 2018

---

Mar 31, 2016

TO THE MEMBERS,

The Directors have pleasure in presenting their 35th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2016.

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15"
Income	64.79	-1	7,772.02	6,723.43
Profit / (Loss) before Finance Cost & Exceptional Items	(147.64)	(259.14)	228.35	871.45
Finance Cost	106.62	100.57	553.39	292.34
Profit / (Loss) after Finance Cost but before Exceptional Items	(254.26)	(359.71)	(325.04)	579.11
Exceptional Items	-	-	-	-
Profit / (Loss) before tax	(254.26)	(359.71)	(325.04)	579.11
Tax Expense	-	111.30	3,745.41	377.30
Profit / (Loss) after tax	(254.26)	(471.01)	(4,070.45)	201.80
Extra-Ordinary Item	11,709.54	-	5,489.67	-
Net Profit / (Loss) for the year	(11,963.80)	(471.01)	(9,560.12)	201.80

During the year under review, on a standalone basis, your Company generated business income of Rs,65 lacs and posted loss of RS,11,964 lakh as against RS,471 lakhs in the previous year. The Company has provided an amount of RS,11,710 Lacs (appearing as Extra-Ordinary Item in the above table) on account of diminution in the value of the Company''s investment in its subsidiary viz. Next Radio Limited ("NRL"). The said diminution is pursuant to the approval of Scheme of Capital Reduction (the "Scheme") of NRL by the Hon''ble High Court at Bombay on 1st April 2016. As per the Scheme, 68.14 equity shares for every 100 equity shares of NRL were cancelled against the accumulated losses of NRL.

On a consolidated basis, your Company''s income from operation increased by 16% over the previous year and stood at RS,7,772 Lacs. The Company posted loss of RS,9,560 Lacs as against profit of RS,202 Lacs in the previous year. On account of the approval of the Scheme of Capital Reduction of NRL by the Hon''ble

High Court at Bombay, as explained in the above para, the goodwill amounting to RS,5,490 Lacs recognized on consolidation of accounts has been written-off fully.

2. OPERATIONAL PERFORMANCE:

Your Company operates through its subsidiary viz. Next Radio Limited ("NRL"). NRL is into the business of FM radio broadcasting. It was among the first private players to venture into private FM broadcasting and has established "Radio One" as the premium FM Brand in top 7 cities of the country viz. (i) Delhi, (ii) Mumbai, (iii) Chennai, (iv) Kolkata, (v) Bangalore, (vi) Pune, and (vii) Ahmadabad. NRL operates under frequency 94.3 MHz in all its cities except for the city of Ahmadabad where it operates under the frequency 95 MHz.

During the year under review, NRL migrated its existing licenses in all the seven (7) cities from Phase-II to Phase-III. The said licenses, allotted to NRL by the Ministry of Information & Broadcasting ("MIB"), are valid for a period of fifteen (15) years. The financial year 201516 was an important year since successful migration of all the licenses has given NRL a huge opportunity to run its business for another 15 years. In order to migrate into Phase-III, NRL was required to pay One Time Migration Fees. These fees were funded by debt availed by NRL from bank and by issue of preference shares to Rakesh Jhunjhunwala. NRL also paid fees for migration and the annual license fees in advance. As a result, there has been an increase in the finance cost of NRL.

Despite the growing market competition, the revenues of NRL have shown increase. During the year under review, NRL earned revenues of RS,7,618.23 Lacs as against RS,6,542.88 Lacs in the previous year. On a positive note, it is worth mentioning that the revenues of NRL have also shown consistent increase over the past years. The revenues of NRL increased by 16% in 2013-14, by 11% in 2014-15 and by 16% in 2015-16 which is significantly higher than the market growth.

3. DIVIDEND:

In view of the loss incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March 2016.

4. FINANCE:

During the year under review, your Company did not raise any capital from the capital markets either by way of issue of equity shares / ADR / GDR / or any debt by way of debentures.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review, the Board of Directors of Next Radio Limited ("NRL") (the Company''s subsidiary) approved Scheme of Capital Reduction (the "Scheme") for setting-off its accumulated losses against its equity paid up capital. The Scheme was approved by the Hon''ble High Court at Bombay on 1st April 2016. Though there is no impact on the profit and loss account of NRL, the following effects have been given in the Company''s standalone and consolidated accounts:

(a) The value of the Company''s investment in the equity shares of NRL has been impaired to the tune of RS,117.10 Crores in the Company''s standalone financials.

(b) The goodwill amounting to RS,54.90 Crores recognized on consolidation has been written off in the Company''s consolidated financials.

6. DEPOSITORY SYSTEM:

The Company''s equity shares are compulsorily tradable in electronic form. As of 31st March 2016, 99.99%₀ of the Company''s total paid-up capital representing 65,333,311 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility,

7. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public during the year under review.

8. SUBSIDIARY COMPANIES:

During the year under review, the Company has not incorporated / acquired any subsidiary.

The annual audited financial statements of the Company''s subsidiary namely, Next Radio Limited have been included in this Annual Report.

A statement containing salient features of the financial statement and related information of the subsidiaries in the prescribed format AOC-1 is provided in the consolidated financial statements and hence not repeated here for the sake of brevity.

Pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request. The statements are also available on the website of the Company www.nextmediaworks.com under the Investor''s Desk section.

9. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the provisions of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and forms part of the Annual Report.

10. AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S SUBSIDIARIES:

The audited financial statements, the Auditors Report thereon and the Board''s Report for the year ended 31st March 2016 for the Company''s subsidiary i.e. Next Radio Limited is annexed to this Report. Further a summary of the financial position of all the subsidiaries is also provided in the report.

11. PARTICULARS OF LOANS, GUANARNTEES OR INVESTMENTS:

Particulars of loans, guarantees given and investments made during the year are provided in Notes of the Standalone Financial Statements as required under Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015.

12. RELATED PARTY TRANSACTIONS:

AH related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. AH Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis. During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arms'' length and in ordinary course of business and were not material in nature. Accordingly, the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 are not required to be disclosed as they are not applicable. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

13. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from the M/s A. Y. Sathe & Co., Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

14. ADOPTION OF NEW ARTICLES:

The Companies Act, 2013 has necessitated changes in the Articles of Association of the Company. It is accordingly proposed that a new set of Articles of Association be adopted by the Members and a Resolution to this effect is included at Item No. 4 in the Notice of the Annual General Meeting. The Board recommends the resolution for adoption by the Members.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Directors:

Mr. Narayan Varma, Independent Director, expired on 24th December 2015. The Board expresses its deepest condolences and places on record its appreciation for the services rendered by Mr. Varma during his tenure as an Independent Director of the Company.

As on the date of this report, the Company''s Board consists of the following Independent Directors:

a) Mr. Adille Sumariwalla

b) Mr. Venkat Idupuganti

c) Mr. Dilip Cherian

d) Ms. Monisha Shah

e) Mr. Rajbir Singh Bhandal

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Tarique Ansari (DIN: 00101820) - Chairman & Managing Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board commends his re-appointment for your approval.

Note: The office of Mr. Tarique Ansari as the Chairman & Managing Director of the Company expires on 30th June 2016. Further, the re-appointment of Mr. Torque Ansari as the Chairman & Managing Director of the Company for a further period of 3 years effective 1st July 2016 has already been approved by the shareholders at the 34th Annual General Meeting of the Company held on 6th August 2015. The aforementioned reappointment is being commended for shareholders'' approval only for complying with the provisions of Section 152 of the Companies Act, 2013 and shall not be construed as a break in his current tenure.

(b) Key Managerial Personnel:

As on the date of this Report, the following persons have been appointed as the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013:

(a) Mr. Tarique Ansari - Chairman & Managing Director

(b) Mr. Ismail Dabhoya - Chief Financial Officer

(c) Mr. Mandar Godbole - Company Secretary & Compliance Officer

During the year, Mr. Manoj Gujaran resigned as the Company Secretary & Compliance Officer of the Company. Mr. Mandar Godbole was appointed as the Company Secretary & Compliance Officer of the Company effective 1st June 2015.

16. BOARD & COMMITTEE MEETINGS:

During the year under review, the following Board / Committee Meetings were convened and held:

(a) Five (5) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(b) Five (5) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(c) One (1) Nomination & Remuneration Committee Meeting was held, details of which are given in the Corporate Governance Report.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and the Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Since the Company functions through its subsidiary viz. Next Radio Limited which is into FM broadcasting business, the familiarization programme aims to provide Independent Directors with the radio industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization programme for Independent Directors is posted on the Company''s website at www.nextmediaworks.com.

19. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company''s Website at www.nextmediaworks.com.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

(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 have been prepared on a ''going concern'' basis;

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

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

21. STATUTORY AUDITORS:

M/s. Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W), Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act,

2013, has been obtained from them. The Board, on the recommendation of the Audit Committee, recommends the appointment of M/s. Haribhakti & Co. LLP, as the Statutory Auditors of the Company for the financial year 2016-17.

22. STATUTORY AUDITORS'' REPORT ON THE ANNUAL FINANCIAL STATEMENTS:

The Auditors'' Report on the Standalone and Consolidated Annual Accounts do not contain any qualification.

Members'' attention is drawn to "Emphasis of Matter" stated in the Auditor''s Report dated 13th May 2016 on the Standalone Financial Statements and in the Audit Report dated 13th May 2016 on the Consolidated Financial statements for the financial year ended 31st March 2016. The Directors would like to state that the said matters are for the attention of members only and have been explained in detail in the relevant notes to accounts as stated therein and hence require no further clarification.

23. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company had appointed M/s. A. Y. Sathe & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2016. The Report of the Secretarial Audit is annexed herewith as Annexure ''A''. With reference to the observation made by the Secretarial Audit Report dated 13th May 2016 on the notice received by the Company from the National Stock Exchange of India ("NSE"), we wish to state that the Company had received the said notice regarding non-compliance of Clause 41 of the erstwhile Listing Agreement pertaining to issuance of notice of the Board Meeting. Your Directors would like to state that the Company had inadvertently issued the said notice six days prior to the date of the Board Meeting instead of the requirement of seven days prior notice. The Company had replied to the said notice and no further notice / action has been issued / taken by NSE.

24. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s internal financial control system also comprises of compliances with the Company''s policies and Standard Operating Procedures (SOPs), which is further reviewed by M/s T. R. Chadha & Co., LLP, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal Financial Controls, the Company has laid down the following measures:

- All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

- All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately.

- Approval of all transactions is ensured through a preapproved delegation of authority schedule. The schedule is reviewed periodically by the management and compliance of the same is regularly checked and monitored by the auditors.

- The Company follows a robust internal audit process wherein audits are conducted on a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

- The audit reports of the Internal Auditors are submitted to the Audit Committee and the Board for review and necessary action.

- The Company has a comprehensive risk management framework.

- The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

- The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

- The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

- Compliance of the secretarial functions is ensured by way of secretarial audit.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return as on 31st March, 2016 forms part of this report as Annexure ''B''.

27. EMPLOYEE STOCK OPTION PLAN:

During the year, 66,660 options were exercised by one (1) employee pursuant to the Company''s Employee Stock Option Scheme 2012 after the same were vested.

The applicable disclosures as stipulated under the SEBI Regulations as on 31st March 2016 with regard to Employees Stock Option Plan are provided in Annexure ''C'' to this report.

28. EMPLOYEE REMUNERATION:

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of sub-section (12) of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming the part of this report as Annexure ''D''. The Company does not have any employees, apart from the employees mentioned in Annexure ''D''.

29. SEXUAL HARRASMENT POLICY:

During the year under review the Company has not received any complaint from the employees related to sexual harassment. The Company has in place sexual harassment policy which is available on the Company''s website.

30. RISK MANAGEMENT:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has, on 23rd January, 2015, constituted a Risk Management Committee comprising of the following persons viz. (i) Mr. I. Venkat -Independent Director, (ii) Ms. Monisha Shah - Independent Director and (iii) Mr. Ismail Dabhoya - Chief Financial Officer as its members.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Company.

31. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

32. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

For Next Mediaworks Limited

Sd/-

Tarique Ansari

Chairman & Managing Director

(DIN: 00101820)

Place: Mumbai

Date: 13th May 2016

---

Mar 31, 2014

THE MEMBERS,

The Directors are pleased to present the 33rd Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2014.

Financial Performance of the Company: (Rs. in lakhs)

Particulars 2013-14 2012-13

profit before Interest, Depreciation, Taxes & Exceptional Items (261.03) (144.82)

Less : Interest 90.47 117.32

Depreciation 0.57 27.30

Less: Exceptional Item - (161.71)

profit / Loss before taxes (352.07) (127.73)

Less: Provision for Taxation - (30.47)

Net profit / Loss after Tax (352.07) (97.26)

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the Company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements. Also the financial performance is discussed in detail in the Management Discussion and Analysis Report which forms the part of the Annual Report.

Company Performance:

During the year under review, the Company has incurred a loss of Rs. 352.07 lakhs from Loss of Rs. 127.73 lakhs in last year. The Company made a net loss after tax of Rs. 352.07 in FY 2013-14 as compared to Rs. 97.26 lakhs in FY 2012- 13. Your Directors are continuously looking for avenues for future growth of the Company.

Consolidated Financial Statements:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard. The Auditors Report to the shareholders thereupon does not contain any qualification.

- Total Income grew by 13% from Rs. 5217.88 lakhs in FY 2012-13 To Rs. 5896.56 lakhs in FY 2013-14.

- profit Before Tax (PBT) stands at Rs. 132.84 lakhs in the FY 2013-14 from the loss of Rs. 484.94 lakhs in FY 2012-13

- During the Current Year, the Loss has been reduced from Rs. 724.97 lakhs in FY 2012-13 to Rs. 99.14 lakhs in FY 2013-14.

- During the year the Long Term Borrowing has been reduced from Rs. 1933.23 lakhs to Rs. 1471.27 lakhs.

Dividend:

In view of the losses during the year and in order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2013 - 2014.

Fixed Deposits:

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

Directors:

In terms of the Articles of Association, Mr. I. Venkat, and Mr. Dilip Cherian, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Audit Committee:

The Audit Committee of the Company presently comprises of Mr. Narayan Varma (Chairman), Mr. I.Venkat, Mr. Tarique Ansari and Mr. Adille Sumariwalla. The Internal Auditors of the Company M/S T.R.Chaddha & Co. report directly to the Audit Committee. Brief description of the terms of reference of the Audit Committee has been furnished in the Report on Corporate Governance.

Buy-Back of Shares:

During the financial year under review, the Company has not offered to buy-back any of its outstanding shares.

Share Capital & Listing of Securities:

The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Annual Listing has been paid to each exchange before 30th April, 2014.

Corporate Governance:

A separate report on Corporate Governance is enclosed as a part of the Annual Report alongwith the Certifcate of the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year required as per the Clause 49 of the Listing Agreement is hereby annexed as a separate section forming part of the Annual Report.

Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management, confirm that- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that year;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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. They have prepared the annual accounts on a going concern basis.

5. Proper systems are in place to ensure compliance of all laws applicable to the Company.

Auditors:

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received letter from the Auditor that their re-appointment, if made, would be within the prescribed limite under section 141(3)(g) of the Companies Act, 2013 and they are not disQualified for re-appointment.

Auditors'' Observation in their Report:

The Company''s exposure in its subsidiary Next Radio Limited through investments aggregating Rs. 15,602.86 lakhs as on March 31, 2014. Though net worth of the subsidiary is substantially eroded, no provision for impairment on this account as well as on goodwill on consolidation is considered necessary by the management taking into consideration the nature of Radio business and improvement in performance of the subsidiary.

As on 31st March 2014, the Company has recognized Deferred Tax Assets of Rs. 110.02 Lacs on unabsorbed Business Losses/ unabsorbed Depreciation on the basis of expected profits in future. This is not in accordance with Accounting Standard 22 on "Accounting for Taxes on Income" which requires that such assets should be recognized to the extent that there is virtual certainty supported by convincing evidence that the future taxable income will be available against which such assets can be realized. In our opinion such expectation cannot be considered as virtual certainty to recognize such assets. Consequently the relevant asset and the reserves and surplus are overstated by Rs. 110.02 lacs.

Subsidiary Companies:

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the Directors Report and the Auditors Report relating to the Company''s operating subsidiary Next Radio Limited and a summary of the financial statements relating to the Company''s subsidiaries Digital One Private Limited, One Audio Limited, Next Outdoor Limited thereon for the year ended March 31, 2014 are annexed.

Next Radio Limited is the Company''s wholly owned subsidiary. Next Radio Limited recorded total revenue of Rs. 5897 lakhs, EBITDA stood up at Rs. 2081 lakhs and this year Next Radio Limited has made a turnaround profit of Rs. 254 lakhs as against the loss of Rs. 627 lakhs in the previous financial year.

The Ministry of Corporate Affairs, vide its Circular No.2/2011 dated February 08, 2011, has granted general exemption under Section 212(8) of the Companies Act, 1956, for not attaching annual reports of subsidiary companies subject to certain conditions being fulfilled by the Company. As required under the said circular, the Board of Directors, at its meeting held on April 29, 2014, passed a resolution giving consent for not attaching the Balance Sheet of the subsidiary companies. The shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on the receipt of a written request from them. These documents will be placed on the Company''s website viz. www.nextmediaworks.com and will be available for inspection by any shareholder at the registered office of the Company.

Particulars of Employees:

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo:

a) Conservation of Energy : NIL

b) Technology Abs orption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board Tarique Ansari Narayan Varma Chairman & Managing Director Director

Place: Mumbai Date: April 29, 2014

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Mar 31, 2013

TO THE MEMBERS,

The Directors hereby present their 32nd Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2013.

Financial Performance

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

Profit before Interest, Depreciation, Taxes & Amortization (144.82) (102.30)

Less: Interest 117.32 177.92

Depreciation 27.30 2.97

Less: Exceptional Item (161.71)

Profit/(Loss) before taxes (127.73) (283.19)

Less: Provision for Taxation (30.47) (77.72)

Net Profit/ (Net Loss) after Tax (97.26) (205.47)

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

The Loss Before Taxes for the FY 2012-13 has reduced to Rs. 127.73 lakhs as compared to Rs. 283.19 lakhs in the FY 2011-12. The Company made a net loss after tax of Rs. 97.26 lakhs in FY 2012-13 as compared to Rs. 205.47 lakhs in FY 2011-12.

Dividend

In view of the losses during the year and in order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2012-2013.

Fixed Deposits

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

Share Capital

During the year paid up capital of the company has increased by Rs. 6 crores on account of conversion of unsecured loan of Rs. 6 crores extended to the company by the promoter group companies by allotment of 60,00,000 equity shares of Rs. 10 each having face value of Rs. 10 each to the promoter group companies.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Rajbir Singh Bhandal, and Ms. Monisha Shah, Director retire by rotation and are eligible for re-appointment.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this Report.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management, confirm that-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that year;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors'' Observation in their Report

The Company''s exposure in its subsidiary Next Radio Limited (Formerly known as Radio One limited) through investments Rs. 15602.85 lakhs. Though net worth of the subsidiary is substantially eroded and the Company has been incurring constant losses, however no provision for impairment on this account is considered necessary by the management taking in to consideration the nature of Radio business and gradual improvement in performance of the subsidiary.

As on March 31, 2013, the Company has accounted for Rs. 110.02 lakhs as Deferred Tax Asset. The Company has started the digital business in the last financial year. However, as the Company has incurred losses in the said business activity, the Company has concluded the said digital business in the financial year 2012-13. The Company has operationalised strategy to get into new lines of business going forward. The Board reviews the carrying amount of Deferred Tax Assets at each Balance Sheet date and reviews the performance of the Company vis-a-vis the plan to arrive at a conclusion for carrying forward and creating a further Deferred Tax Asset.

As the Board is virtually certain that there will be sufficient future taxable income against which the Deferred Tax Asset can be realized, the Company has decided to recognize the Deferred Tax Asset for the carry forward loss.

Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company''s subsidiaries, Next Radio Limited (Formerly Radio One Limited), Digital One Private Ltd-(Formerly Mid Day Broadcasting South (India) Private Limited), One Audio Limited (Formerly Mid Day Radio North (India) Limited), Next Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective Auditors'' Reports thereon for the year ended March 31, 2013 are annexed.

Particulars of Employees

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo:

a) Conservation of Energy : NIL

b) Technology Absorption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board of Directors Tarique Ansari Chairman & Managing Director

Place : Mumbai

Date: April 25, 2013

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Mar 31, 2012

The Directors hereby present their 31st Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2012.

Financial Performance (Rs. In Lakhs)

Particulars 2011-12 2010-11

Profit before Interest, Depreciation, Taxes & Exceptional Items (102) 182

Less : Interest 178 18

Depreciation 3 1

Less: Exceptional Item - 1753

Profit before taxes (283) (1590)

Less: Provision for Taxation (78) 55

Net Profit after Tax (205) (1645)

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

During the year under review, the Company has incurred a loss of Rs. 205 lakhs from Loss of Rs. 1645 in last year. Your Directors are continuously looking for avenues for future growth of the Company.

The Company launched a digital radio business under the "India One" brand. The application is available on all i-pad, i-phone and most recently to blackberry OS7 users.

Dividend

In view of the losses during the year and in order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2011-2012.

Fixed Deposits

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

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. I. Venkat, and Mr. Dilip Cherian, Directors retire by rotation and are eligible for re-appointment.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management, confirm that-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that year;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Auditors' Observation in their Report

The company's exposure in its subsidiary Radio One Ltd. (Formerly known as Radio Mid-Day West (India) Ltd) through

investments and loans aggregate Rs. 1,531,400,334 (investment Rs. 1,382,491,498 and loan Rs. 148,908,836). Though net worth of the subsidiary is substantially eroded and the company has been incurring constant losses, however no provision for impairment on this account is considered necessary by the management taking in to consideration the nature of Radio business and gradual improvement in performance of the subsidiary.

As on March 31, 2012, the Company has accounted for Rs. 85,40,663/- Lacs as Deferred Tax Asset. The company has started digital business in current year and losses during the year were on account of setting up of new business and which is expected to generate substantial revenue going forward. The Board reviews the carrying amount of Deferred Tax Assets at each Balance Sheet date and reviews the performance of the Company vis-a-vis the plan to arrive at a conclusion for carrying forward and creating a further Deferred Tax Asset.

As the Board is virtually certain that there will be sufficient future taxable income against which the Deferred Tax Asset can be realized, the Company has decided to recognize the Deferred Tax Asset for the carry forward loss.

Employee Stock Option Scheme

The management is in the process of formulating Combined ESOP Scheme for the company and its subsidiaries. Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company's subsidiaries, Radio One Ltd (Formerly Radio Mid Day West (India) Limited), Digital One Private Ltd (Formerly Mid Day Broadcasting South (India) Private Limited), One Audio Limited (Formerly Mid Day Radio North (India) Limited), Next Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective Auditor Reports thereon for the year ended March 31, 2012 are annexed.

Particulars of Employees

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo

a) Conservation of Energy : NIL

b) Technology Absorption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co- operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board

Tarique Ansari

Chairman & Managing Director

Place : Mumbai

Date: May 8, 2012

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Mar 31, 2011

TO THE MEMBERS,

The Directors hereby present their 30th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March 2011.

Financial Performance

(Rs. In Lakhs)

Particulars 2010-11 2009-10

Profit before Interest, Depreciation, Taxes & Exceptional Items 182 372

Less : Interest 18 121

Depreciation 1 1

Less: Exceptional Item 1753 -

Profit before taxes (1590) 250

Less: Provision for Taxation 55 54

Net Profit after Tax (1645) 196

Add: Balance brought from the previous year 2614 2418

Total 969 2614

Profit available for appropriation 969 2614

As required under the Accounting Standards, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

In the present year under review, the Company's print and publishing subsidiary “Mid-day Infomedia Ltd” was fully transferred to Jagran Prakashan Ltd vide its scheme of demerger; and therefore; the Company only had radio business through its subsidiary, Radio One Ltd (formerly Radio Mid-day West (India) Ltd. The Company during the year incurred a Net Loss After Tax of Rs. 1645 lakhs as against a Net profit of Rs. 196 lakhs due to Loss on Demerger of Mid-day Infomedia Ltd (Exceptional Item) amounting to Rs. 1753 lakhs (please refer point 2 of Schedule M (Notes to Accounts) for details). In view of the above, the current year figures are not comparable to the previous year figures.

Demerger of Print Business

Pursuant to the Scheme of Arrangement between the Company and Jagran Prakashan Limited (“JPL”) and their respective Shareholders and Creditors ("The Scheme"), which was approved by the respective Hon'ble High Court of Judicature of Bombay and Allahabad, the entire print and publishing business of the Company along with all the related licences, trade marks, logos etc was transferred in the name of Jagran Prakashan Limited w.e.f 1st April 2010.

Change in Name of the Company:-

Pursuant to the demerger of the print business, the name “MiD DAY” and its Logo were also transferred to Jagran Prakashan Limited. In order to avoid any disruption in the use of the name “MiD DAY” and its Logo, the Company's name has been changed to “Next Mediaworks Ltd” w.e.f 26th April 2011.

Dividend

In view of the losses during the year and inorder to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2010-2011

Fixed Deposits

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

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Narayan Varma and Mr. Nana Chudasama, Directors retire by rotation and are eligible for re-appointment.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this Report.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management, confirm that- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that year;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Employee Stock Option Scheme

The Company had floated the ESOP Scheme 2005 for employees of the Company and its subsidiary companies. Pursuant to the Scheme of Demerger, all employees in the Company's print and publishing entity were also transferred w.e.f.1st April 2010 and hence there were no options granted or vested or exercised by any persons. The total options outstanding or exercisable at the beginning of the year and at the end of the year were the same and hence there was neither change in the share capital nor any impact on the net profit or the EPS for the year.

Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company's subsidiaries, Radio One Ltd (Formerly Radio Mid Day West (India) Limited), Digital One Private Ltd (Formerly Mid Day Broadcasting South (India) Private Limited), Mid Day Radio North (India) Limited (Awaiting confirmation for name change), Next Outdoor Ltd (Formerly Mid Day Outdoor Limited) and respective Auditors' Reports thereon for the year ended March 31, 2011 are annexed.

Particulars of Employees

Since there are no eligible employees, the provisions laid down in Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 shall not be applicable.

Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo

a) Conservation of Energy : NIL

b) Technology Absorption : NIL

c) Foreign Exchange Earning : NIL

d) Foreign Exchange Outgo : NIL

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

For and on behalf of the Board of Directors Next Mediaworks Limited

Tarique Ansari Chairman & Managing Director

Place : Mumbai Date : May 5, 2011

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Mar 31, 2010

The Directors hereby present their 29th Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2010.

Note: Previous years’ figures are not comparable as in last year there was 3 months operation of publishing business.

As required under the Accounting Standards, Segment-wise financial statements, related party transactions, calculation of earnings per share, provision of deferred tax liability and Consolidated Accounts of the Company and its four subsidiaries are made a part of the Annual Report. The consolidated statements of the company have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements.

Company Performance

The Company is operating in Publishing Business and Radio Business through its subsidiaries, Midday Infomedia Limited and Radio Mid- Day West (India) Limited respectively. Operations in the company represent income & expense from financial and investment activities with its subsidiaries. The Company has recorded a Net Profit after Tax of Rs. 196 Lakh for FY 2009-10 as against loss of Rs. 1,358 Lakh during Last year.

Scheme of Arrangement

The Scheme has been approved by the respective boards of Mid-Day Multimedia Limited and Jagran Prakashan Limited .

This Scheme proposes to demerge the investment arm of Mid-Day Multimedia Limited, holding investment in Midday Infomedia Limited, comprising of the entire Publishing Business and all the assets, rights, claims, title, interest, licenses, liabilities and authorities pertaining to the Publishing Business (“Demerged Undertaking”) and transfer it to Jagran Prakashan Limited. The proposed demerger of the Demerged Undertaking envisaged in this Scheme, is aimed at achieving the following business and commercial objectives and is expected to result in the following benefits for MML and the Transferee Company:

- Demerger of the Demerged Undertaking would enable MML to streamline its operations by being focused in the Radio Business and explore strategic options to grow the Radio Business and to rationalize its management, businesses and finances;

- The Transferee Company’s existing management expertise and quality system in the print media sector are expected to further enhance the performance of the Print Business.

- The strong marketing network across the country of the Transferee Company is expected to bring to the Print Business new advertisers and thus increase the advertisement revenue.

- The Transferee Company is expected to pass on the benefits of scale of economy to the Demerged Undertaking which along with the Transferee Company is also expected to benefit from various other synergies between the two resulting in cost savings.

- The pan India presence of the Transferee Company through its various publication brands and other media related businesses and the resources at its disposal will help in meeting more effectively the high intensity competition in Mumbai being faced by the Print Business and in rapid expansion of various publication brands, internet properties and other related activities of MIFL, thereby enhancing the value of MIFL and its own business in the interest of all the stake holders of both the companies.

The respective boards of directors feel that the Scheme is beneficial to the respective shareholders, creditors, employees and all stakeholders of MML as well as the Transferee Company. The Scheme is expected to contribute in furthering and fulfilling the objects of both the companies and in the growth and development of their respective businesses

Dividend

In order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2009-2010.

Fixed Deposits

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

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association, Mr. Khalid Ansari and Mr. Adille Sumariwalla, directors retire by rotation and are eligible for re-appointment.

Mr. I. Venkat has been appointed as an additional Director of the Company with effect from 29.10.2009.

Mr. Dilip Cherian has been appointed as an additional Director of the Company with effect from 28.01.2010.

Mr. Nikhil Khattau has resigned as a Director from the Board as well as from the Remuneration Committee w.e.f. 24.02.2010.

Mr. Rakesh Jhunjhunwala has resigned as a Director of the company on 20.04.2010

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company’s Auditors confirming compliance is set out in the Annexure forming part of this Report.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management, confirm that- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. They have, in selection of the accounting policies, consulted the Statutory Auditors and have 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 of the Company for that year;

3. They have taken proper and sufficient care to the best of their knowledge and ability, 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. They have prepared the annual accounts on a going concern basis.

Auditors

The auditors, M/s Haribhakti & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Subsidiary Companies

As required under section 212 (1) (e) of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors and respective Auditors’ Reports thereon for the year ended March 31, 2010 relating to the following subsidiaries of the Company are annexed.

- Midday Infomedia Limited

- Radio Mid-Day West (India) Limited

- Mid-Day Broadcasting South (India) Private Limited

- Mid-Day Radio North (India) Limited, Mid Day Outdoor Limited

Particulars of Employees

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, forms part of the Directors’ Report. However, as per provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956 the Annual Report is being sent to all shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are also annexed.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the banks, customers, advertisers, advertising agencies, bankers, Government Authorities and all the local authorities. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

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For and on behalf of the Board of Directors Of Mid-Day Multimedia Limited

Khalid A.H. Ansari

Chairman

Place : Mumbai Date : May 5, 2010