The Board of Directors present the Company's Thirty First Annual Report and the Company's Audited Financial Statements for the financial year ended 31st March, 2026.
FINANCIAL RESULTS
The financial performance of the Company (Standalone and Consolidated) for the financial year ended 31st March, 2026 is summarised below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue from Operations
|
1,955.07
|
1,896.21
|
2,120.82
|
6,887.92
|
|
Profit / (Loss) Before Interest, Depreciation and Amortisation Expenses and Exceptional Items
|
68.74
|
50.23
|
374.72
|
364.81
|
|
Less: Interest
|
204.59
|
213.42
|
204.75
|
476.81
|
|
Depreciation and Amortisation Expenses
|
121.68
|
121.66
|
132.54
|
223.29
|
|
Profit / (Loss) Before Exceptional Items and Tax
|
(257.53)
|
(284.85)
|
37.43
|
(335.29)
|
|
Exceptional Items - Income / (Loss)
|
523.46
|
3,498.21
|
117.80
|
(1,435.79)
|
|
Profit / (Loss) Before Tax
|
265.93
|
3,213.36
|
155.23
|
(1,771.08)
|
|
Less: Tax Expenses*
(* includes current tax, deferred tax, short /excess provision of tax relating to earlier years)
|
|
|
0.03
|
5.59
|
|
Profit / (Loss) for the Year
|
265.93
|
3,213.36
|
155.20
|
(1,776.67)
|
|
Add: Other Comprehensive Income
|
40.72
|
12.01
|
43.29
|
12.79
|
|
Total Comprehensive Income for the Year
|
306.65
|
3,225.37
|
198.49
|
(1,763.88)
|
|
Less: Total Comprehensive Income attributable to Non¬ Controlling Interest
|
-
|
-
|
3.06
|
(89.95)
|
|
Total Comprehensive Income Attributable to Owners of the Company
|
-
|
-
|
195.43
|
(1,673.93)
|
|
Less: Appropriation (Transfer to General Reserve)
|
-
|
-
|
-
|
-
|
|
Earnings Per Share Before Exceptional Items (Basic) (in ')
|
(1.67)
|
(1.85)
|
0.22
|
(1.64)
|
|
Earnings Per Share After Exceptional Items (Basic) (in ')
|
1.72
|
20.84
|
0.99
|
(11.02)
|
RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year under review, on standalone basis, the Company recorded an operating turnover of ? 1,955.07 crore (previous year ? 1,896.21 crore). The Profit for the year before Depreciation, Finance Costs, Exceptional items and Taxation recorded an increase of 36.85 % to ? 68.74 crores (previous year ? 50.23 crores).
DIVIDEND
The Board of Directors of the Company have not recommended any dividend on Equity Shares for the year under review.
In accordance with the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The same is available on the Company's website athttps://www.nw18. com/reports/reports/policies/Dividend%20Distribution%20 Policy NW18.pdf.
There has been no change in this policy during the year under review.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves for the year under review.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with Ind AS 110 - Consolidated Financial Statements and Ind AS 28 - Investments in Associates and Joint Ventures, the Audited Consolidated Financial Statement forms part of this Annual Report.
A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statement of the Subsidiary Companies is provided as Annexure (Form AOC-1) to the Audited Consolidated Financial Statement of the Company and therefore, not repeated in this Report to avoid duplication.
The Audited Standalone and Consolidated Financial Statements of the Company, and all other documents required to be attached thereto form part of this Annual Report and are also available on the Company's website at:https://www.nw18.com/ network18/annualreport.
The Financial Statements of the Subsidiary Companies are also available on the Company's website at: https:// www.nw1 8.com/network1 8/finance-subsidiary. Any member desirous of obtaining copies of the Financial Statement of the Subsidiary Companies may write an e-mail at investors.n18@nw18.comup to the date of the ensuing Annual General Meeting (the "AGM").
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The statement containing the salient features of the Financial Statements of the Company's subsidiaries/joint venture/ associates is given in Form AOC - 1, annexed to the Audited Consolidated Financial Statements, forming part of the Annual Report.
During the year under review, Media18 Distribution Services Limited ceased to be the subsidiary of the Company and NW18 HSN Holdings PLC and Eenadu Television Private Limited ceased to be associates of the Company.
During the year under review, News18 Marathi Private Limited (formerly known as IBN Lokmat News Private Limited), became wholly owned subsidiary of the Company post acquisition of stake from Lokmat Media Private Limited.
The Board of Directors of the Company approved the Scheme of amalgamation of News18 Marathi Private Limited, wholly owned
subsidiary of the Company, with the Company under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, which is subject to sanction of the Mumbai Bench of National Company Law Tribunal.
The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the Company's website at:https://www.nw18.com/reports/reports/policies/Networ k18-PolicvfordeterminingMaterialSubsidiaries.pdf.
During the year under review AETN18 Media Private Limited was a material subsidiary of the Company as per the Listing Regulations.
MATERIAL CHANGES FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is provided in a separate section and forms part of this Report.
CREDIT RATING
The Company has obtained credit rating for its Borrowing Programme viz. Long-term / Short-term, Fund based / Non-fund based Facility limits and Commercial Paper Programme from CARE Ratings Limited, ICRA Limited and India Ratings & Research Private Limited.
The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.
SECRETARIAL STANDARDS
During the financial year 2025-26, the Company has followed all the applicable provisions of Secretarial Standards - 1 (with respect to Meetings of the Board of Directors) and Secretarial Standards - 2 (with respect to General Meetings of shareholders) issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act, with respect to Directors' Responsibility Statement, on the basis of the disclosures given in the Annual Accounts and on further discussion with the Statutory Auditors of the Company from time to time, the Board of Directors state as under:
i. in the preparation of the annual accounts for the Financial Year ended 31st March, 2026, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
i i. the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit of the Company for the year ended on that date;
i ii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. t he Directors have prepared the annual accounts of the Company for the financial year ended 31st March, 2026 on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India.
The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report. Certificate from M/s. N.K.J & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In accordance with the Listing Regulations, the BRSR describes the performance of the Company on environmental, social and governance aspects. The BRSR of the Company for the financial year ended 31st March, 2026, is made available on the website of the Company at:https://www.nw18.com/reports/NW18 BRSR 2025-26.pdf .
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with related parties entered into during financial year ended 31st March, 2026 were in the ordinary course of business and on arms' length basis and do not have potential conflict with interest of the Company at large and in line with the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions ("RPT Policy"). The RPT Policy captures framework for Related Party Transactions and is available on the Company's website at:https://www.nw18. com/reports/reports/policies/RPT Policy NW18-.pdf.
There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.
During the financial year, the Company had not entered into any contract/arrangement/ transaction with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Members may refer to Note No. 36 to the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the half yearly reports on related party transactions with the Stock Exchanges within statutory timelines.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has in place a Corporate Social Responsibility ("CSR") Committee. The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Shuva Mandal and Mr. Rahul Joshi.
The Corporate Social Responsibility Committee has in place a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, which has been approved by the Board.
In terms of Company's CSR objectives and policy, the focus areas of engagement are as under:
• Addressing identified needs of the unprivileged through initiatives directed towards improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well- being.
• Preserve, protect and promote art, culture and heritage.
• Ensuring environmental sustainability, ecological balance and protection of flora and fauna.
Company's average net profit for the three immediately preceding financial years is negative. Hence, in terms of the Act, during the year under review, the Company was not required to spend any amount on CSR activities.
Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed herewith and marked as Annexure-I.
RISK MANAGEMENT
In accordance with the provisions of Regulation 21 of the Listing Regulations, the Board has formed a Risk Management Committee. The Committee reviews the top identified enterprise level risks and the effectiveness of the existing controls and develops mitigation plans to provide feedback and guidance on treatment and mitigation of the existing and emerging risks.
The Company has an elaborate Risk Management Framework, which is designed to identify, assess and mitigate risks, appropriately. Risk Management Committee has, inter-alia, been entrusted with the responsibility for overseeing implementation and monitoring of risk management plan and policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.
Further details on risk management activities are covered in Management Discussion and Analysis Report, which forms part of the Annual Report.
INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integral part of the risk management process which in turn forms part of Corporate Governance addressing financial and financial reporting risks. The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.
The Internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing
of the internal financial control systems by the internal auditors during the course of their audits.
The Audit Committee and Board of Directors review adequacy and effectiveness of Company's internal controls and monitor the implementation of audit recommendations. Accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls.
BOARD OF DIRECTORS
As on 31st March, 2026, the Board consisted of one Executive Director, three Independent Directors (including one Woman Independent Director) and three Non-Executive Non-Independent Directors.
CHANGES IN DIRECTORS
1. The members of the Company, vide resolution passed at the 30th Annual General Meeting held on 3rd July, 2025, approved the re-appointment of Ms. Renuka Ramnath (DIN: 00147182) as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 3 (three) consecutive years, i.e., upto 3rd July, 2028;
2. Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board appointed Mr. Raj Kumar Jain (DIN: 01741527) as an Additional Non-Executive Director designated as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years from 25th March, 2026, at its meeting held on 25th March, 2026 subject to the approval of the members of the Company. Further the members of the Company, vide resolution passed through postal ballot, approved appointment of Mr. Raj Kumar Jain as an Independent Director of the Company for a term of 5 (five) consecutive years, i.e., upto 24th March, 2031. In the opinion of the Board, Mr. Raj Kumar Jain possesses requisite expertise, integrity, experience and proficiency.
3. I n accordance with the provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Adil Zainulbhai (DIN : 06646490) and Mr. Rahul Joshi (DIN: 07389787), retire by rotation at the 31st AGM and being eligible, have offered themselves for re-appointment. Based on the recommendation of NRC, the Board has recommended for the approval of the Members, re-appointment of Mr. Adil Zainulbhai and Mr. Rahul Joshi as Directors at the 31st AGM.
A detailed profile of Mr. Adil Zainulbhai and Mr. Rahul Joshi along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the Annual General Meeting which forms part of this Annual Report.
The resolutions seeking Members' approval for the above re-appointment of Directors, along with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings, form part of the Notice of the ensuing 31st AGM.
The aforesaid appointment or re-appointment of Directors is in line with the Policy on selection of Directors and determining Directors' independence.
During the year under review, there was no other change in Directors of the Company.
The Company has in place, inter alia, the following policies viz.:
a) Policy for selection of Directors and determining Directors' independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
The Policy for Selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of Individual Board members with diverse background and experience that are relevant for the Company's operations. There has been no change in the aforesaid policy during the year under review. The said policy is available on the Company's website and can be accessed at:https://www.nw18.com/reports/ reports/policies/Networkl 8-PolicyonSelectionofDirectors&Deter miningIndependence.pdf.
The Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the NRC for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. There has been no change in the policy during the year under review. The said policy is available on the Company's website and can be accessed at:https://www.nw18.com/reports/reports/ policies/Network18-RemunerationPolicvforDirectorsandKMP.pdf .
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declarations under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective, independent judgment and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and Individual Directors.
A meeting of the Independent Directors was held wherein performance of Non-Independent Directors including the Chairman of the Board and of the Board as a whole was evaluated.
The Board discussed the findings of the evaluation with the Independent Directors and also evaluated the performance of the Individual Directors including the Board as a whole, Chairman of the Board and all Committees of the Board.
KEY MANAGERIAL PERSONNEL (KMP)
As at 31st March, 2026, in terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMPs of the Company:
• Mr. Rahul Joshi - Managing Director;
• Mr. Ramesh Kumar Damani - Group Chief Financial Officer; and
• Ms. Shweta Gupta - Company Secretary & Compliance Officer.
During the year under review, there was no change in KMP of the Company.
AUDIT COMMITTEE & AUDITORS AUDIT COMMITTEE
The Board has in place an Audit Committee which performs the roles and functions as mandated under the Act, the Listing Regulations and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the Audit Committee consists of four Directors, Mr. Shuva Mandal, Mr. Adil Zainulbhai, Ms. Renuka Ramnath and Mr. Raj Kumar Jain. Mr. Shuva Mandal, Independent Director, is the Chairman of the Audit Committee.
All the recommendations made by the Audit Committee were accepted by the Board.
STATUTORY AUDITORS
Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W / W - 100018) were re-appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the 27th Annual General Meeting held on 29th September, 2022 to hold office till the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2027. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.
The Statutory Auditors' Report on the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2026 forms part of the Annual Report. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
COST AUDITOR
In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records in respect of Broadcasting and related services & Information Technology (IT) and IT enabled services.
In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company on the recommendation of the Audit Committee appointed M/s Pramod Chauhan & Associates, Cost Accountants, (Firm's Registration No. 000436 ) as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2025-26. The Cost Auditor
will submit their report for Financial Year 2025-26 within the timeframe prescribed under the Act and rules made thereunder.
The Board, on the recommendation of Audit Committee, has re-appointed M/s Pramod Chauhan & Associates, Cost Accountants, as Cost Auditor of the Company for Financial Year 2026-27 at a remuneration of ?6 lakh plus applicable taxes and reimbursement of out-of-pocket expenses. The Company has received consent from M/s Pramod Chauhan & Associates, Cost Accountants, to act as the Cost Auditor of the Company for Financial Year 2026-27, along with the certificate confirming their eligibility.
In accordance with the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor has to be ratified by the members, the Board has recommended the same for approval by members at the ensuing AGM.
SECRETARIAL AUDITOR
In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, M/s Chandrasekaran Associates, Company Secretaries were appointed as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, commencing from the financial 2025-26 to the financial year 2029-30, to conduct Secretarial Audit of the Company, at the Annual General Meeting held on 03rd July, 2025.
The Secretarial Audit Report for financial year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Audit Report in Form MR-3 for financial year ended 31st March, 2026 is enclosed as "Annexure II" to this report.
DISCLOSURES(i) MEETINGS OF THE BOARD
During the Financial Year ended on 31st March, 2026, 6 (Six) Board Meetings were held. Details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of this Report. Further, maximum interval between two meetings of the Board of Directors did not exceed 120 days.
(ii) BOARD COMMITTEES
The Company has in place the Committee(s) as mandated under the provisions of the Act and Listing Regulations. There are currently five committees of the Board, namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Risk Management Committee; and
5. Corporate Social Responsibility Committee.
Details of the Committees along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.
(iii) VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism and Whistle Blower Policy, which is in line with Section 177 of the Act and Regulation 22 of the Listing Regulations. The Company believes in conducting its business and working with all its stakeholders, including employees, customers, suppliers, shareholders and business associates in an ethical and lawful manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.
The Company has in place an Ethics & Compliance Task Force to process and investigate the protected disclosures made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimisation. The employees of the Company may also report violations to the Chairperson of the Audit Committee, and there was no instance of denial of access to the Audit Committee. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism and Whistle - Blower Policy is available on the Company's website and can be accessed at:https:// www.nw18.com/reports/reports/policies/vigilmechanism whistleblower NW18 F.PDF.
(iv) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details of complaints received during the year are as below:
a. Number of complaints of sexual harassment received during the year - 2
b. Number of complaints disposed of during the year - 2
c. Number of cases pending for more than ninety days - Nil
(v) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipients are provided in Standalone Financial Statement. Members may refer to Note nos. 6 and 14 to the Standalone Financial Statement.
(vi) COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961 / THE CODE ON SOCIAL SECURITY, 2020
The Company has complied with applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.
(vii) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:
a) Conservation of Energy
The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption.
For more details, please refer to relevant disclosures given in the Business Responsibility and Sustainability Report of the Company.
b) Technology Absorption
The Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilisation of available resources and to improve operational efficiency. The Company endeavors to leverage technology in order to conduct business in a sustainable manner.
The Company is not engaged in manufacturing activities, therefore, certain disclosures on technology
absorption and conservation of energy etc. are not applicable.
During the year, there has been no expenditure on Research and Development.
c) Foreign Exchange Earnings and Outgo
|
Sr. No.
|
Particulars
|
f in crore
|
|
a)
|
Foreign exchange earned in terms of actual inflows
|
167.44
|
|
b)
|
Foreign exchange outgo in terms of actual outflows
|
88.20
|
(viii) ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act, read with Section 134(3)(a) of the Act and Rules framed thereunder, the Annual Return in Form MGT-7 for financial year ended 31st March, 2026 is available on the website of the Company at:https://www.nw18.com/reports/agm/ NW18 Annual Return 2025-26.pdf.
(ix) PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, 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 toinvestors.n18@nw18.com.
GENERAL
During the year under review:
1. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.
2. The Company had not issued any shares (including sweat equity shares) to Directors or Employees of the Company under any scheme.
3. The Company does not have any scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
4. No significant and / or material order was passed by any Regulator / Court / Tribunal which impacts the going concern status of the Company or its future operations.
5. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.
6. There was no instance of one-time settlement with any Bank or Financial Institution.
7. There has been no change in the nature of business of the Company.
8. During the year under review there was no change in the capital structure of the Company.
9. The Company had not accepted any deposits covered under Chapter V of the Act. Further an amount of ' 0.04 crore against unclaimed deposit pertaining to erstwhile TV18 is lying in abeyance due to a pending legal case.
10. No fraud has been reported by the Auditors to the Audit Committee or the Board.
11. The Managing Director of the Company did not receive any salary/commission from any of the subsidiaries of the Company.
ACKNOWLEDGEMENT
The Board of Directors wishes to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government and regulatory authorities, bankers and various other stakeholders.
On behalf of the Board of Directors
Adil Zainulbhai
Chairman
Date: 18th April, 2026 DIN: 06646490
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