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NETWORK18 MEDIA & INVESTMENTS LTD.

24 September 2026 | 03:58

Industry >> Entertainment & Media

Select Another Company

ISIN No INE870H01013 BSE Code / NSE Code 532798 / NETWORK18 Book Value (Rs.) 31.44 Face Value 5.00
Bookclosure 17/08/2018 52Week High 55 EPS 0.99 P/E 27.33
Market Cap. 4158.77 Cr. 52Week Low 26 P/BV / Div Yield (%) 0.86 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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 at
https://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 to
investors.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