The consolidated revenue grew by 49.40% on a consolidated basis primarily driven by growth in sports and movies verticals of entertainment subsidiary. Despite a challenging business environment during the year, on account of the continued slowdown in advertising demand, the Company delivered a strong financial performance. Leveraging the strong position of its television bouquet across markets, the Company recorded industry-leading growth in advertising revenues. The Company continued to make investments to expand its reach, improve its content offerings and other growth initiatives. At the consolidated level, Entertainment business saw a sharp jump in revenue driven primarily by sports revenues. The profitability of the business was under pressure due to high interest costs and depreciation expense.

In view of the losses, the Company does not propose to transfer any amount to the reserves.

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW AND MATERIAL CHANGES FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

Composite Scheme Of Arrangement

The Board of Directors of the Company had approved the Composite Scheme of Arrangement amongst e-Eighteen. com Limited ("E18") and its shareholders and creditors & TV18 Broadcast Limited ("TV18") and its shareholders and creditors & Network18 Media & Investments Limited ("Network18") and its shareholders and creditors ("Scheme").

The Scheme was approved by the Equity shareholders and unsecured creditors of these companies. The Scheme was sanctioned by Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench on September 5, 2024. The Scheme became effective from October 3, 2024 and Appointed Date was opening business hours of April 1,2023.

The Scheme inter-alia provides for the following:

(i) amalgamation of E18, a subsidiary of Network! 8 with Network18; and

(ii) amalgamation of TV18, a subsidiary of Network18 with Network18

The Scheme has consolidated into Network18, the broadcasting and digital media business of TV18 and the moneycontrol business of E18, resulting in all the businesses being housed in one listed company, i.e. Network18, with the following benefits: i. The shareholders of all the three companies, Network18, E18 and TV18, will be able to participate in the consolidated businesses of the group.

ii. The combination of the businesses of TV18, E18 and Network18 will result in operational synergies, cost optimization and increased revenue realisation.

The Scheme is in the interest of all the companies involved and their respective stakeholders.

Change in Share Capital a. Authorised Share Capital:

I n terms of the Scheme, the Authorised Share Capital of the Company stood altered, re-classified and increased as under:

a) Authorised Share Capital

(b) Paid up Share Capital :

In terms of the Scheme, the Board of Directors of the Company shall allot 49,50,51,499 equity shares of ' 5/- each to the shareholders of TV18 and E18 whose names appear in the Register of Members and / or records of depositories as on the Record Date i.e., October 16, 2024 fixed for the said purpose.

Application shall also be made for listing of these shares on BSE Limited and National Stock Exchange of India Limited.

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report except as above.

CHANGE IN NATURE OF BUSINESS

Upon the Scheme becoming effective, the broadcasting and digital media business of TV18 and the moneycontrol business of E18, stood consolidated into Network18, resulting in all the businesses being housed in one listed company, Network18, w.e.f. the appointed date i.e. April 1,2023.

DIVIDEND

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is put up on the Company's website and can be accessed 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.

DEPOSITS

The Company has discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. The amount of deposits and interest that remained unclaimed has already been transferred to the Investor Education and Protection Fund except an amount of ' 0.04 crore against unclaimed deposit pertaining to TV18 which is held in abeyance due to pending legal case.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual 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.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Act and Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the Audited Consolidated Financial Statement forms part of the Annual Report.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

The development in business operations / performance of the major Subsidiaries / Joint Ventures / Associate Companies during the Financial Year 2023-24, forms part of the Management Discussion and Analysis Report.

During the year under review, Viacom 18 Media Private Limited ("Viacom18"), a subsidiary of the Company, along with Reliance Industries Limited ("RIL") and The Walt Disney Company announced the signing of binding definitive agreements to form a joint venture ("JV") that will combine the businesses of Viacom18 and Star India Private Limited ("Star India"). As part of the transaction, the media undertaking of Viacom18 will

be merged into Star India as per the Scheme of Arrangement approved by 'NCLT' RIL has agreed to invest at closing, ' 11,500 crore into the JV for its growth strategy.

Further, during the year under review, Digital18 Media Limited ceased to be a wholly owned subsidiary of the Company, however it continues to be the subsidiary of the Company. Further, TV18 and E18 ceased to be Subsidiaries of the Company consequent upon the Scheme coming into effect.

A statement providing details of performance and salient features of Financial Statements of Subsidiaries / Joint Ventures / Associate Companies, as per Section 129(3) of the Act, is provided as Annexure to the Consolidated Financial Statement and therefore not repeated in this report to avoid duplication.

The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto are put up on the Company's website and can be accessed at https://www.nw18.com/ annualReport#network18. The Financial Statement of the subsidiaries of the Company are also put up on the Company's website and can be accessed at https://www.nw18.com/finance-subsidiary#network18

The Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the website of the Company and can be accessed at https://www.nw18.com/ reports/reports/policies/Network18-PolicyfordeterminingMater ialSubsidiaries.pdf.

SECRETARIAL STANDARDS

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, 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;

(ii) 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 March 31,2024 and of the loss of the Company for the year ended on that date;

(iii) 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 March 31,2024 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 maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report. Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is available on the Company's website and can be accessed at https://www.nw18.com/reports/NW18_ BRSR_2023-24.pdf

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is 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.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company's website and can be accessed at https:// www.nw1 8.com/reports/reports/policies/NW18_RPT%20 Policy_03.05.2022.pdf.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note no. 37 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the 'Corporate Social Responsibility Policy' ("CSR Policy"). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year.

The CSR policy of the Company can be accessed at https:// www.nw18.com/reports/reports/policies/Network18%20-%20 Policy%20on%20Corporate%20Social%20Responsibility.pdf

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.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.

The Company's average net profit for the three immediately preceding financial years is negative. Hence, in terms of the Act, the Company was not required to spend any amount on CSR activities.

However, during the year under review, TV18 spent ' 2.76 crore which is more than 2% of its average net profit of last three financial years, on (a) Initiatives aimed at protection of National heritage, art and culture through Reliance Foundation's Swadesh Programme and (b) Sustainable Livelihood Programme in rural areas.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility for overseeing implementation / 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

The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. 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 reviews adequacy and effectiveness of Company's internal controls and monitors the implementation of audit recommendations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul Joshi, retires by rotation at ensuing Annual General Meeting ("AGM") of the Company. The Board of Directors on recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Rahul Joshi as Managing Director of the Company for a period of 3 (three) years with effect from July 9, 2024, as his current term of office was up to July 8, 2024. The re-appointment of Mr. Rahul Joshi was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Mr. Rajiv Krishan Luthra, ceased to be a Director of the Company due to his unfortunate demise on May 10, 2023. The Board places on record its appreciation and gratitude for the valuable contribution provided during his tenure as Independent Director of the Company.

Mr. Adil Zainulbhai ceased to hold office as Independent Director, upon completion of his second term as Independent Director w.e.f. July 6, 2024. However, for the Company to continue benefiting from Mr. Adil Zainulbhai's guidance in future, he was appointed as an Additional Director (Non-Executive NonIndependent Director) with effect from July 7, 2024, liable to retire by rotation. Further, he was also designated as Chairman of the Company. The Appointment of Mr. Adil Zainulbhai was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Ms. Renuka Ramnath was appointed as an Additional Director (Independent) w.e.f. July 4, 2024, for a period of 1 (one) year upto July 3, 2025. The appointment of Ms, Renuka Ramnath was approved by the members with requisite majority through Postal Ballot effective October 2, 2024.

Ms. Bhama Krishnamurthy resigned as an Independent Director w.e.f. July 4, 2024, as upon the merger of TV18, the Company will be owning broadcasting channels and only persons having clearance from Ministry of Information and Broadcasting (MIB) can be the directors of the Company. All members of the Board of the Company except her had clearance from MIB. In this connection, the Board decided to appoint Ms. Renuka Ramnath (an independent director on the Board of TV18 having MIB clearance) on the Board of the Company in her place. Accordingly, Ms. Bhama Krishnamurthy tendered her resignation as an Independent Director of the Company with effect from July 4, 2024 and also confirmed that there are no other material reasons for her resignation other than as stated above and the same was furnished to the stock exchanges. The Board places on record its appreciation for the valuable contribution made by her during her tenure as an Independent Director of the Company.

Mr. Ratnesh Rukhariyar ceased to be Company Secretary and Compliance Officer of the Company w.e.f. June 14, 2024.

The Nomination and Remuneration Committee and Board of Directors have recommended above appointments / reappointments for the approval of the shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations;

(ii) they have registered their names in the Independent Directors' Databank; and

(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Company, has in place 'Policy for Selection of Directors and Determining Directors' Independence' and 'Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.' These policies are put up on the Company's website and can be accessed at https://www.nw18.com/reports/reports/policies/ Networkl 8-PolicyonSelectionofDirectors&DeterminingInde pendence.pdf and https://www.nw18.com/reports/reports/ policies/Network18-RemunerationPolicyforDirectorsandKMP. pdf.

The Policy for Selection of Directors and Determining Directors' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors' independence, if the person is intended to be appointed as independent director. There has been no change in this policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review.

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 and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The consolidated report on performance evaluation was reviewed by the Chairperson of the Board and feedback was given to Directors.

AUDITORS AND AUDITORS' REPORTS Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W / W - 100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the AGM held on September 29, 2022. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.

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. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2023-24. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2024-25.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024, is annexed with this report and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DISCLOSURES

(i) Meetings of the Board

During the Financial Year ended on March 31,2024, 6 (Six) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Ms. Renuka Ramnath and Mr. Adil Zainulbhai. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

(iii) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. Rahul Joshi.

(iv) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Ms. Renuka Ramnath and Mr. Adil Zainulbhai.

(v) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.

(vi) Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has established a robust Vigil Mechanism and a Whistle - Blower Policy. The Company has constituted 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 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.nwl 8.com/reports/reports/policies/vigilmechanism_ whistleblower_NW18_F.PDF.

(vii) Prevention of Sexual Harassment at Workplace

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. The other disclosures under this Act are given in Business Responsibility and Sustainability Report.

(viii) 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. 5, 6 and 14 to the Standalone Financial Statement.

(ix) 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 endeavours to leverage technology in order to conduct business in 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

During the year under review, the Company earned ' 150.79 crore of foreign exchange and used ' 104.15 crore of foreign exchange, both on actual basis.

(x) Annual Return

The Annual Return of the Company as on March 31,2024 is available on the Company's website and can be accessed at https://www.nw18.com/reports/NW18_Annual_

Return_2023-24.pdf

(xi) Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report.

Disclosures pertaining 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 also 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.

6. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGMENT

The Board of Directors wish 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 stakeholders.

For and on behalf of the Board of Directors Adil Zainulbhai

Date: October 12, 2024 Chairman