Entertainment Network (India) Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the Twenty Second Annual Report together with the audited financial statements of Entertainment Network (India) Limited [the Company/ ENIL] for the financial year ended March 31,2021.

The financial statements for the year ended March 31,2021 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued thereafter.

1. Financial Highlights

Rs.In lakhs

Standalone Consolidated
Financial Year 2020-21 Financial Year 2019-20 Financial Year 2020-21 Financial Year 2019-20
Revenue from operations 26,681.72 54,059.28 27,208.84 54,814.36
Other income 1,772.92 1,276.18 1,908.68 1,338.96
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense 3,398.80 13,626.97 3,519.95 13,873.55
Less: Depreciation/ Amortisation/ Impairment 9,479.88 9,906.73 9,922.51 10,416.09
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense (6,081.08) 3,720.24 (6,402.56) 3,457.46
Less: Finance Costs 1,832.21 1,839.44 1,890.87 1,949.41
Profit / (Loss) before Exceptional items and Tax Expense (7,913.29) 1,880.80 (8,293.43) 1,508.05
Add/(less): Exceptional items (7,426.39) - (7,165.18) -
Profit / (Loss) before Tax Expense (15,339.68) 1,880.80 (15,458.61) 1,508.05
Less: Tax Expense (Current & Deferred) (4,412.97) 425.04 (4,408.30) 436.84
Profit / (Loss) for the year (1) (10,926.71) 1,455.76 (11,050.31) 1,071.21
Other Comprehensive Income (2) 18.82 (6.71) 7.12 7.54
Total (1) + (2) (10,907.89) 1,449.05 (11,043.19) 1,078.75
Balance of profit for earlier years 68,204.74 69,604.02 68,108.54 69,913.36
Less: Transfer to Debenture Redemption Reserve Nil Nil Nil Nil
Less: Adjustment on account of IND AS 116-Leases - 2,273.64 - 2,308.88
Less: Transfer to Reserves Nil Nil Nil Nil
Less: Dividend paid on Equity Shares 476.70 476.70 476.70 476.70
Less: Dividend Distribution Tax - 97.99 - 97.99
Balance carried forward 56,820.15 68,204.74 56,588.65 68,108.54
Non-controlling interest - - 20.03 -

2. Financial Performance, Operations and the state of the Companys affairs

Total income of the Company declined from RS.55,335.46 lakhs during the previous year to RS.28,454.64 lakhs during the year under review. Profit after tax declined from RS.1,455.76 lakhs during the previous year to loss of I (10,926.71) lakhs during the year under review.

On a consolidated basis, total income of the Company declined from RS.56,153.32 lakhs during the previous year to RS.29,117.52 lakhs during the year under review. Profit after tax declined from RS.1,071.21 lakhs during the previous year to loss of I (11,050.31) lakhs during the year under review.

Considering the performance of the brands Mirchi Love and Kool FM, relevant economic and market indicators, assessment of recoverable amounts and based on cash flows expected to be generated by these brands, the Company recorded provision for impairment for certain non-financial assets. Kindly refer to the Note 51 to the standalone financial statements and Note 49 to the consolidated financial statements for detailed explanation.

Your Company suffered a big hit to its revenues in FY21 from the spread of the Covid pandemic across the country. The pandemic hit those media segments very hard which depend heavily on local advertising (radio), or physical distribution (newspapers) or traveling passengers (Out of Home). It hit TV also but only in the 1st half of the year as fresh production of content was interrupted by lockdowns. It hit digital only marginally and only slowed down the growth of the medium.

As the pandemic waxed and waned, and the Central and State Governments responded, your Company went through a tough first half before recovering partially in the second. The first quarter was a near complete washout as a national lockdown was in place in April and May. Many states continued with local lockdowns in June also. Even as restrictions were lifted after May, Covid cases continued to rise and hit a peak in mid-September. As a result, the 2nd quarter was also badly hit. By the 3rd quarter, the sentiment started to lift. Festivals drove buoyancy, and in some sectors, we could see some signs of "binge shopping". As the country returned to near normalcy in the last quarter, your Companys business also started looking stronger.

In the 1st quarter, your Companys revenues were down 72%. In the 2nd, 3rd and 4th quarters, revenue was down 59%, 42% and 34% respectively. These revenue de-growths were in line with those of the overall radio industry. The Companys EBITDA also moved in lockstep with revenues. Your Company reported EBITDA losses of RS.26.0 crores in Q1 and RS.6.2 crores in Q2. Overall in the 1st half, EBITDA loss was RS.32.2 crores compared to a profit of RS.60.6 crores last year. In the 3rd and 4th quarters, your Company reported EBITDA profits of RS.24.4 crores and RS.24.0 crores respectively, adding up to RS.48.4 crores in H2. This was however a drop from RS.63.0 crores last year.

Radio ad volumes took a hit in the 1st half of the year falling by 74% in the 1st quarter and 27% in the 2nd quarter but recovered smartly in the 2nd half. Ad volumes grew by 1% and 6% respectively in the 3rd and 4th quarters. Pricing of radio however continued to remain lower by about 25% throughout the year. Recovery typically follows this pattern - first the volumes recover, then the pricing.

The recovery continued into the 1st quarter of FY22. However, the 2nd wave of the pandemic has paused it. Recovery may now be delayed till the end of the 2nd wave, but the experience of the last year has shown that the demand for radio remains strong. With vaccinations growing rapidly, it is our hope and belief that future waves will be milder in strength and will require lesser restrictions on business. If this comes true, a recovery can be expected in FY22.

In response to the revenue drop, your management took immediate steps to prune costs. As a result of the Companys rightsizing exercise, the headcount of the Company came down from 1124 at the beginning of the year to 910 at the end. In addition, senior employees took pay cuts ranging from 10% to 50% from April 2020 to February 2021. Many employees were put on Part-Work-Part-Pay (PWPP) in which they worked for half the week and received half pay. By doing this, we were able to avoid some job losses. The annual incentive program was disbanded for all people in the first half of the year and though a special incentive plan was introduced for the 2nd half, no one was able to earn any incentive. Employees have taken a big personal hit in FY21. As a small measure of gratitude, your Company took several initiatives to ameliorate the pain of the pandemic. Vaccination doses have been provided free of cost to all employees, including the support staff. Employees were also offered the option of taking interest-free loans to pay for Covid related expenses. Employees were also encouraged to take an extra week off, a leave that we called "recharge" leave.

Your Company remains the leader in radio, holding the numero uno position in listenership as per the latest IRS survey. It remains the brand of choice for advertisers also.

Apart from radio, your Companys two other strong and dynamic products are Solutions and Digital. During the year, both saw a significant improvement in gross margins. Solutions gross margin improved to 52.7% from 38.4% last year and digitals gross margin improved to 37.5% from 11.5% last year. Since both products are dependent on advertising, revenues fell during the year. Your Company is now expanding its digital products and working on launching a web/app platform of its own. This is another step in transforming the Company into a digital-first one.

In line with this vision, your Company took the bold decision to drop the word "Radio" from its logo "Radio Mirchi". The brand will now be known simply as "Mirchi". This decision allows the brand to do so much more than just radio - original videos, original podcasts, live events, TV impact properties, solutions etc.

The year saw rapid expansion of your Company in international operations. In the US, your Company has signed a lease agreement for a frequency- 1170 AM - in the Bay Area. This is a powerful frequency that covers the whole Bay area - from San Francisco to San Jose. The Bay Area is the biggest radio market for South Asians in the US. We hope to launch commercial operations soon. During the year, we returned the New York frequency to its owner because the owner wanted to sell it, and it was anyway not proving to be viable. In return, we took a generous settlement. We are now present in the two most important US markets for South Asians - the Bay Area and New Jersey.

During the year, your Company re-entered the UAE, this time in partnership with a local broadcaster Dolphin Recording Studio. Through a brand licensing agreement, we have changed their channel identity to Mirchi. Being based in Dubai now (we were earlier based in Abu Dhabi), the programming is now designed for this global city. The biggest advertising opportunity is also in Dubai. We also launched Mirchi in Qatar in partnership with a local broadcaster, Marhaba FM. Qatar is an extremely important market in the region, especially because the football World Cup will take place in 2022. We also launched our station in the Kingdom of Bahrain, this one on our own.

The pandemic caused disruption in the growth trajectory of 2nd brand, Mirchi Love and 3rd brand, Kool FM. Your management has taken a conservative, yet pragmatic view of the long-term impact of the pandemic on these channels and decided to impair their assets by RS.97.5 crores. The management team will continue to strive to return these stations to the earlier growth trajectory.

In August 2020, the music royalty rates prescribed by the Copyright Board (CRB) in 2010 came up for renewal. Your Company, along with other broadcasters, approached the Intellectual Property Appellate Board (IPAB), the body that replaced the CRB. After extensive deliberations, the IPAB passed a new order effective from 1st September 2020 which is beneficial for your Company. The music industry has appealed against the rates, but your Company is confident that the courts will not intervene. In another case, your Company won an order from the Delhi HC which stated that radio broadcasters did not need to take any license for the "underlying" works in a sound recording- viz the lyrics and compositions. As a result of this, your Company was able to write back past provisions made to the tune of RS.23.5 crores.

As FY21 ended, your Company may have lost a year, but it has retained its firepower and punch. As the pandemic recedes, it should be back on its feet, stronger and looking a lot fitter. Before the pandemic, it was Radio Mirchi. Now, it will be known as just Mirchi. Earlier, it was primarily known as a radio company. In the future, it will be known increasingly as a digital-cum-radio company. Your Company has a lot of growth to look forward to.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report. There has been no change in the nature of the business of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any bank or financial institution.

3. Transfer to reserves

The Board of Directors (Board) of your Company has decided not to transfer any amount to the reserves for the financial year under review.

4. Dividend

Your Directors are pleased to recommend a dividend @ 10% i.e. RS.1.00 (Rupee one only) per equity share of RS.10/- each for the financial year ended March 31, 2021, aggregating RS.476.70 lakhs. The dividend payment is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM). The Board of Directors has approved and adopted the Dividend Distribution Policy of the Company and dividend recommendation and payout is in accordance with the Companys Dividend Distribution Policy.

In view of the changes made under the Income- tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

The dividend, if declared at the AGM, would be paid within thirty days from the date of declaration of dividend through electronic mode to the Members who have updated their bank account details and dividend warrants/ demand drafts would be dispatched at the registered address of the Members who have not updated their bank account details, to those persons or their mandates:

- whose names appear as beneficial owners as at the end of the business hours on September 21, 2021 in the list of the Beneficial Owners to be obtained from the Depositories i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and

- whose names appear as Members in the Register of Members of the Company as at the end of the business hours on September 21, 2021 after giving effect to valid share transfers in physical forms lodged with the Company/ Registrar & Share Transfer Agents, in respect of the shares held in physical mode.

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the dividend that remains unclaimed/ unpaid/ un-encashed for a period of seven years and Equity Shares of the Company, in respect of which dividend entitlements have remained unclaimed or unpaid for seven consecutive years or more, are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF), established by the Central Government. Details of the unclaimed dividend amount is available on the Company website - www.enil.co.in at the url: https://www. enil.co.in/unclaimed-dividend.php. Calendar for transfer of unclaimed dividend to IEPF has been stated in the notes to the Notice convening the AGM. Pursuant to the guidelines issued by the IEPF Authority, Company Secretary has been nominated as the Nodal Officer to facilitate the refund of the claims of the unpaid (unclaimed) dividend (e-mail ID: mehul.shah@timesgroup. com).

The shareholders whose dividend / shares are/ will be transferred to the IEPF Authority can claim the same from IEPF Authority by following the Refund Procedure as detailed on the website of IEPF Authority: http://www.iepf.gov.in at http:// www.iepf.gov.in/IEPF/refund.html.

The Company has transferred RS.31194, being the unpaid or unclaimed dividends declared for the financial year 2012-13 and 3682 equity shares to the IEPF Authority as per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of dividends and shares transferred to the IEPF Authority are available on the Company website- www.enil.co.in at the url: https://www.enil.co.in/ unclaimed-dividend.php and also on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

5. Deposits

The Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Consequently, there is no requirement of furnishing details related to deposit covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (the Act) read with the applicable rules thereto, Mr. Subramanian Narayanan (Mr. N. Subramanian) (DIN: 03083775) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors recommends the reappointment of Mr. N. Subramanian as the Director of the Company.

Based on the evaluation of performance, and approval and recommendation of the Nomination and Remuneration Committee through its unanimous resolution dated June 15, 2021, the Board of Directors of the Company, on June 15, 2021, by passing unanimous Board resolution, approved the reappointment of Mr. Prashant Panday (DIN: 02747925) as the Managing Director & Chief Executive Officer (MD & CEO) pursuant to the provisions of Sections 152, 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and all applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as the Act), for a period commencing from July 1, 2021 and concluding on his date of retirement, i.e. July 8, 2023 (Term of reappointment). The aforesaid reappointment is on a continuation basis, without any interruption/ break in the service and is subject to the approvals, consents, permissions, sanctions and the like of the Members of the Company and all other concerned statutory and other authorities, if and to the extent applicable and required. His term of office shall be liable to retire by rotation. Terms, conditions of his reappointment including remuneration and all other relevant details have been furnished in the Notice convening this AGM.

The Company has received the consent, declarations and confirmations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations] stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act. All the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist 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 and that they are independent of the management. The Board of Directors took on record the said declarations and confirmations submitted by the Independent Directors under applicable provisions of the Act and the Listing Regulations after undertaking due assessment of the veracity of the same. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs at Manesar (IICA).

All the Independent Directors have confirmed that they are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel formulated by the Company.

The Company has received all the relevant consent, documents, declarations, confirmation from the director proposed to be re-appointed and he is not disqualified to become the director under the Act.

As per the requirement of the circular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), the Board of Directors and its Nomination and Remuneration Committee, while considering the appointment and reappointment of the directors, have verified that they are not debarred from holding the office of director pursuant to any SEBI order or any other such authority. Accordingly, the Company affirms that the Director proposed to be re-appointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Certificate from the Company Secretary in Practice has been attached with the Report of Corporate Governance, confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board (SEBI)/ Ministry of Corporate Affairs or any such statutory authority.

As stipulated under the Listing Regulations and Secretarial Standards, details in respect of the director seeking re-appointment at the AGM, inter-alia, age, qualifications, experience, details of remuneration last drawn by such person, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, etc. are annexed to the Notice convening the AGM.

None of the Directors are related with each other or key managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

Following persons are designated as the Key Managerial Personnel (KMP):

- Mr. Prashant Panday: Managing Director & CEO

- Mr. N. Subramanian: Executive Director & Group CFO

- Mr. Mehul Shah: SVP Compliance & Company Secretary

7. Annual evaluation of performance of the Board, its Committees and individual directors

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board, its Committees and individual directors participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each director continue to contribute effectively.

Evaluation of the performance of the Board, its Committees and individual directors involved structured questionnaire-driven discussions that covered a number of key areas / evaluation criteria including the roles and responsibilities, size and composition of the Board and its Committees, meaningful and constructive contribution and inputs in the meetings, dynamics of the Board and its Committees and the relationship between the Board and management. Chairman of the Board of Directors had meetings with the Independent directors. Chairman of the Nomination & Remuneration Committee had meetings with the Non- Independent directors. Independent directors, at their Meeting led by the Chairman of the Nomination & Remuneration Committee, conducted the performance review of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review. The Independent Directors, in the said meeting, also evaluated the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. These meetings were intended to obtain DirectorsRs.Inputs on effectiveness of the Board/ Committee processes. The evaluation of the independent directors was done by the entire Board of Directors which included performance of the directors and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management. In the above evaluation, the directors who were subject to evaluation did not participate. The results of the evaluation were discussed with the relevant Committees and collectively by the Board as a whole. Constructive feedback was also sought on the contributions of individual directors.

Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act and the Listing Regulations. During the Board Evaluation, it was observed that the Board of Directors, as a whole, is functioning as an integrated body helping the board discussion to be rich and value adding. The Board has an optimum balance of discussion between operational and strategic issues. The

Board is proactively engaged on the key matters concerning talent, strategy, governance, etc. There are specific areas identified by the Board as a part of this evaluation exercise for the Board to engage itself with. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment of a new director, through the induction process, he/ she is familiarized with the Company, directors roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee meetings covering various areas including business strategy, branding, programming, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, etc. The details of the familiarization program are available on the Companys website at: https://www.enil.co.in at web link: https://www.enil.co.in/policies-code- of-conduct.php.

9. Policy on directors appointment and remuneration

The Companys Policy on the Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as provided under Section 178 of the Act is titled as Nomination & Remuneration Policy, and is available on the Companys website at: https:// www.enil.co.in at web link: https://www.enil. co.in/policies-code-of-conduct.php and also appended as Annexure A to this Report.

10. Vigil Mechanism

The Company has an adequate and functional Whistle Blower Policy / Vigil MechanismRs.In place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and seek redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism for whistle blowing in good faith and it also ensures that the interests of the person who uses such Mechanism are not prejudicially affected on account of such use. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

Whistle Blower Policy/ Vigil Mechanism is available on the Companys website at: https:// www.enil.co.in at web link: https://www.enil. co.in/policies-code-of-conduct.php .

11. Audit Committee

The Audit Committee of the Company consists of the following Directors as on the date of this Report:

- Mr. N. Kumar - Chairman (Independent NonExecutive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Richard Saldanha (Independent NonExecutive Director)

- Ms. Sukanya Kripalu (Independent NonExecutive Director)

The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. Brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

12. CSR Committee

The constitution, composition, quorum requirements, terms of reference, role, powers, rights, obligations of Corporate Social Responsibility Committee (CSR Committee) are in conformity with the provisions of Section 135 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment or amendments thereof).

The CSR Committee of the Company consists of the following Directors as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Prashant Panday (Managing Director & CEO)

During the financial year under review, the Committee met two times, i.e. on June 19, 2020 and February 10, 2021.

Brief description of terms of reference of the Committee inter-alia includes:

- Formulating and recommending to the Board of Directors (Board), a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

- Recommending the amount of expenditure to be spent on the CSR activities to be undertaken by the Company;

- Monitoring the CSR Policy of the Company from time to time;

- Formulating and recommending to the Board, an Annual Action Plan in pursuance of its CSR Policy, which shall include:

the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;

the manner of execution of such projects or programmes;

the modalities of utilisation of funds and implementation schedules for the Provided projects or programmes;

monitoring and reporting mechanism for the projects or programmes; and

details of need and impact assessment, if any, for the projects undertaken by the company;

- Approving specific projects, either new or ongoing, in pursuance of the CSR Policy and the Annual Action Plan;

- Recommending to the Board any alteration in the Annual Action Plan approved by the Board along with reasonable justification;

- Monitoring, reviewing the progress of the CSR initiatives undertaken and reporting of the CSR activities to the Board from time to time;

- Satisfying the Board on the utilization of the funds disbursed for the purpose and in the manner approved by it;

- Reviewing and recommending to the Board, the Annual Report on CSR activities to be included in the Boards report;

- Reviewing and recommending to the Board, if and to the extent applicable, the need for impact assessment of the projects and appointment of impact assessment agency and the impact assessment report to be obtained by the Company from time to time;

- Undertaking such activities and carrying out such functions as may be provided under Section 135 of the Act and the rules issued thereunder.

CSR Policy development and implementation:

The CSR Policy is available on the Companys website at: https://www.enil.co.in at web link: https://www.enil.co.in/policies-code-of-conduct. johjo

CSR Policy Statement and Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report.

13. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of the following Directors as on the date of this Report:

- Mr. N. Kumar - Chairman (Independent NonExecutive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Richard Saldanha (Independent Non- Executive Director)

- Ms. Sukanya Kripalu (Independent NonExecutive Director)

- Mr. Vineet Jain (Non- Executive Director)

Brief description of terms of reference and other relevant details of the Nomination and Remuneration Committee have been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of the following Directors as on the date of this Report:

- Mr. Richard Saldanha - Chairman (Independent Non- Executive Director)

- Mr. Ravindra Kulkarni (Independent NonExecutive Director)

- Mr. Prashant Panday (Managing Director & CEO)

Brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

The Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Statutory Auditors of the Company have not reported any details in respect of frauds as specified under Section 143(12) of the Act.

16. Auditors

At the twentieth AGM held on August 5, 2019, the Members had approved the reappointment of S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) as the Statutory Auditors of the Company for a second term of five consecutive years, to hold the office commencing from the conclusion of the twentieth AGM till the conclusion of the twenty fifth AGM of the Company. S. R. Batliboi & Associates LLP, Chartered Accountants have stated that they satisfy the criteria provided in Section 141 of the Act.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P No: 2285), to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31,2021 is appended as Annexure C-1 to this Report. The Secretarial Compliance Report for the financial year ended March 31, 2021 is appended as Annexure C-2to this Report.

The Secretarial Audit Report dated June 15, 2021 and Secretarial Compliance Report dated June 15, 2021 do not contain any qualification, reservation or adverse remark or disclaimer.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2022. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be RS.4,00,000 (Rupees four lakhs only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 4 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31,2022.

Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.

The Cost Audit Report for the financial year 201920 was filed on September 6, 2020. The Cost Audit Report for the financial year 2020-21 will be filed on/ before the due date.

19. Conservation of Energy, Technology absorption and Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable.

However, the information, as applicable, is given hereunder:

(a) Conservation of energy:

(i) Steps taken or impact on conservation of energy and the steps taken by the Company for utilising alternate sources of energy:

- Energy Conservation: We increased the efforts already executed in the preceding years by regulating electrical consumption at the Transmitters & Studios. This has resulted into the savings of 28% energy cost at the Transmission sites and 15% at the Studio/Offices in FY 2020-21, as compared with the FY2019-20. In absolute values, this is 20 lakhs electrical units at the Transmission sites and 5.34 lakhs units at the Studio/ Offices, aggregating to more than 25 lakhs electrical units.

- Playout System upgrade: We continued with upgradation of our playout system to Zetta adding 30 more Terrestrial stations and 22 Digital stations with a focus on optimizing our broadcast network in the near future by using Zettas network management capability. This should help us with Centralized Management and reduced opex costs with coverage of more stations.

- Optimization of office spaces: As a part of our continuous efforts in office space restructuring, we rationalised office space at couple of locations with an efficient office design using energy efficient electronic devices that has contributed in reduction of around 40 % energy consumption. In-house Technology Team re-designed the studios at the new locations yielding savings in substantial capex, compared to the conventional design without compromising the quality.

- Your Company uses energy efficiently in day to day operations. Operations of the Company are not energy intensive. Nevertheless, continuous efforts, such as replacement of conventional lighting with LED lighting across all the locations, installation of star-rated energy efficient air conditioners, installation of energy efficient electronic devices, implementation of SOPs etc. aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

- We have maximized energy savings in AC units. We studied the AC usage pattern in the studio and transmission sites and successfully reduced electricity consumption without any extra capital investment. AC units are set at optimum temperatures based on ambient conditions e.g. Studio ACs are set at not lesser than 25 degrees temperature. This has helped achieve substantial savings. Transmitter power is optimally reduced in the night band when listenership is low, and the ambient temperature is lower.

(ii) Capital investment on energy conservation equipment: RS.28.30 lakhs

(b) Technology absorption:

(i) The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution:

- HCI implementation- With the focus on the Digital businesses, we brought in futuristic technology like HyperConvergence Infrastructure (HCI). HCI works like an on-premise private cloud which is not just space & energy saving (20+ servers in one small box), but also gives us the flexibility to scale up compute and storage capacity by allocating resources through a dashboard.

- Enterprise Wi-Fi Implementation: Migrated 4 more locations - Noida, Hyderabad, Chennai, Ahmedabad to Enterprise Wi-Fi, thereby enhancing productivity and strengthening security.

- Upgraded traditional broadcast consoles in more markets with more efficient IP broadcast consoles which offers easing routing and also savings in energy and space.

- Remote working: Enabled Work- from-home (WFH) for employees seamlessly across all teams across the country through VPNs, virtual meetings and ZettaGo.

- Upgraded new playout automation application (Zetta) to enhance productivity for remote and network operations and to improve network security. We have increased efficiency of teams by leveraging mobility tools such as Zetta2Go for easy access through smartphones and tablets.

- Cloud backup architecture (AWS) for disaster management of critical data applications and Cloud FTP storage has resulted in savings in hardware and allied costs.

- Implementation of extended security software deployment to avoid cyber-attacks on legacy operating systems.

- Replacement of traditional broadcast consoles with IP broadcast console to facilitate the studio operations easier to setup, manage, smoother, robust and stable.

- VPN Connectivity has provided the users with secure authenticated remote access to corporate network resources. This has enhanced their productivity and also facilitated Work-from-home (WFH) in secured manner.

- Enterprise WiFi Implementation: Enterprise WiFi Aruba access points have been installed in offices having large number of team members. This facility enhances user experience by allowing users to roam without service interruption.

(ii) Imported technology (imported during last three years reckoned from the beginning of the financial year): The Company has not imported any new technology in this financial year. Nevertheless, the Company has continued to use the latest equipment and software for its business activities.

(iii) The expenditure incurred on Research & Development (R & D):

The Company has not spent any amount towards research and development activities. The Company has been active in harnessing the latest technology available in the industry.

(c) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Rs in lakhs

Financial Year Financial Year
2020-21 2019-20
Foreign exchange earnings 1,652.02 668.86
Foreign exchange outgo 1,082.85 623.61

20. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure Dto this Report.

The Managing Director and Executive Director of the Company do not receive any remuneration or commission from the Companys holding or subsidiary companies.

As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection by the Members in electronic mode basis the request being sent on enil.investors@ timesgroup.com without payment of fee and same will also be available during the AGM. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Companys website at: www.enil.co.in.

21. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company is available at the Companys website: (https:// www.enil.co.in) at url: https://www.enil.co.in/ financials-annual-reports.php.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued:

- any shares, debentures, bonds, warrants or securities;

- any equity shares with differential rights as to dividend, voting or otherwise;

- any shares to its employees under the Employees Stock Option Scheme;

- any sweat equity shares.

During the financial year under review, the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Companies Act, 2013 and Rules made thereunder.

No shares are held in trust for the benefits of employees. There is no change in the capital structure of the Company during the financial year under review.

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) since February 15, 2006. Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report.

The Company has adopted the Integrated Reporting. The information related to the Integrated Reporting forms part of the Management Discussion & Analysis and Integrated Reporting has also been hosted on the website of the Company: (https://www.enil.co.in) at url: https://www.enil.co.in/financials-annual- reports.php.

24. Business Responsibility Report

As per the Regulation 34 of the Listing Regulations, the Company has published a separate Business Responsibility Report (BRR) for the financial year under review. BRR is in line with the key principles stated in the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business framed by the Ministry of Corporate Affairs and is attached as Annexure Eto this Report.

25. Corporate Governance

The Company is adhering to good corporate governance practices in every sphere of its operations. The Company has taken adequate steps to comply with the applicable provisions of Corporate Governance as stipulated under the Listing Regulations. A separate Report on Corporate Governance is enclosed as a part of this Report along with the Certificate from the Practicing Company Secretary.

26. Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

27. Directors Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31,2021, the applicable accounting standards have been followed and that there are no material departures from the same;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2021 and of the loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

28. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis.

Bennett, Coleman & Company Limited (BCCL) is the holding company and a related party under Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the Listing Regulations. As on date, BCCL holds 33918400 equity shares in the Company (i.e. 71.15% of the paid up capital of the Company).

Pursuant to the provisions of Section 188 of the Act, if the transactions with the related parties are at arms length basis and in its ordinary course of business, the approval of the company is not required for the same. However, in terms of Regulation 23 of the Listing Regulations, transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the last audited financial statements of the company and all material related party transactions shall require approval of the shareholders through resolution.

In order to achieve efficiencies in Ad sales, business synergies, economics of scale and also to optimize costs, the Company and BCCL have entered into various contracts/ arrangements/ transactions relating to the transfer and / or availing of resources, services or obligations in the past and propose to continue with such contracts/ arrangements/ transactions in the future too.

In compliance with Regulation 23 of the Listing Regulations, on September 23, 2020, the Company had sought the approval from the Members of the Company for the contracts/ arrangements/ transactions entered into and/ or to be entered into with Bennett, Coleman & Company Limited (BCCL), the holding company, relating to the transfer and / or availing of resources, services or obligations, for each of the five financial years of the Company commencing from April 1, 2020, exceeding ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company but not exceeding the aggregate value of RS.200 crores (Rupees two hundred crores only) per annum, on such terms and conditions as may be mutually agreed between the Company and BCCL.

Details of the Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, entered during the year by the Company, as required under Section 134(3) (h) of the Act (in the Form AOC 2) is attached as Annexure Fto this Report.

The Companys Policy on Materiality of related party transactions and dealing with related party transactions is available on the Companys website at: www.enil.co.in at http://www.enil. co.in/policies-code-of-conduct.php.

The related party transactions are entered into based on business exigencies such as synergy in operations, profitability, market share enhancement etc. and are intended to further the Companys interests. In accordance with the applicable accounting standards, transactions with related parties are furnished in the financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under the Regulation 43A of the Listing Regulations. The said Policy is appended as Annexure G to this Report and also uploaded on the Companys website at www.enil.co.in (url: https://www.enil. co.in/policies-code-of-conduct.php).

30. Particulars of loans given, investment made, guarantees given and securities provided

The Company has not given any loans, guarantees or provided any securities under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2020-21 are provided in the financial statements. Please refer to the Note 8 and 12 to the standalone financial statements for details of investments made by the Company.

31. Risk Management

The Board of Directors is responsible for ensuring that the Company has appropriate systems of control in place - in particular, systems for risk management, financial and operational control, and compliance with the laws and relevant standards. Accordingly, the Board oversees the framing, implementing and the monitoring of the risk management plan for the Company. The Board also ensures the integrity of the Companys accounting and financial reporting systems, including the independent audit.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys Risk Management policies, systems and procedures. Internal Audit for the financial year under review has been carried out by Deloitte Touche Tohmatsu India Limited Liability Partnership (Deloitte), the independent Internal Auditors. Internal Audit covers key radio stations at pan India level and the corporate office as per the annual audit plan approved by the Audit Committee. Internal Audit report is presented to the Audit Committee on regular basis and the Chairman of the Audit Committee briefs the Board of Directors about the same.

The Company has adopted a Risk Management Policy pursuant to the provisions of Section 134 and all other applicable provisions of the Companies Act, 2013 and Listing Regulations and also established related procedures to inform Board Members about the risk assessment and minimization procedures. The Company has a strong Enterprise Risk Management framework which is administered by the Senior Management team and monitored by the Risk Management Committee. Major risks are identified and the mitigation measures are put in place, and the same are also reported to the Audit Committee and Board of Directors along with the action taken report. The Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks.

Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control.

The Risk Management Committee of the Company comprises of the following members as on the date of this Report:

- Mr. Vineet Jain (Non- Executive Chairman)

- Mr. Prashant Panday (Managing Director & CEO)

- Mr. N. Subramanian (Executive Director & Group CFO)

- Mr. N. Kumar (Independent Director) - inducted with effect from June 15, 2021

- Mr. Nandan Srinath (Executive President) - inducted with effect from June 15, 2021

Brief description of terms of reference and other relevant details of the Risk Management Committee have been furnished in the Report on Corporate Governance.

32. Internal Financial Controls

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to the financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control system including internal financial controls.

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable accounting standards, the audited consolidated financial statements are provided and form part of the Annual Report.

34. Subsidiary Companies

The Company has the following subsidiaries:

- Alternate Brand Solutions (India) Limited (ABSL), a 100% subsidiary based in India. ABSL recorded a total income of RS.38.79 lakhs during FY21. Profit after Tax stood at RS.31.34 lakhs for FY21.

- Entertainment Network, INC (EN, INC) and a step-down subsidiary, Entertainment Network, LLC (EN, LLC) based in the United States of America. EN, INC is a 100% subsidiary of the Company. EN, LLC is the 100% subsidiary of EN, INC. EN, INC and EN, LLC were incorporated in FY19, in the State of Delaware in United States. EN, INC recorded a total consolidated income of RS.644.68 lakhs during FY21. Consolidated loss after Tax stood at I (132.36) lakhs for FY21.

- Global Entertainment Network Limited (GENL) (A company incorporated under the laws of the State of Qatar having its registered office in Doha, Qatar). In March 2021, the Company acquired 49% equity of GENL. The remaining 51% of equity stake is owned by another Company (Marhaba FM). Basis the shareholding agreement executed by the Company with Marhaba FM, the Company has controlling interest over GENL. As a result, the investment made in GENL is treated as an investment in subsidiary as per Ind AS 110- Consolidated Financial Statements. GENL recorded a total income of RS.1.44 lakhs during FY21. Loss after Tax stood at I (23.90) lakhs for FY21.

As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Companies is attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiaries.

The Company shall make available the financial statements and the related detailed information of its subsidiaries to any Member of the Company or its subsidiaries who may be interested in obtaining the same at any point of time and same is also available on the website: www.enil. co.in. These documents will also be available for inspection by the Members in electronic mode basis the request being sent on enil.investors timesgroup.com without payment of fee and same will also be available during the AGM. The consolidated financial statements presented by the Company include financial results of its Subsidiary Companies.

The audited financial statements, including consolidated financial statements and all other relevant documents required to be attached thereto are available on the Companys website: www.enil.co.in.

The Policy for determining material subsidiaries is available at the Companys website: www.enil. co.in at https://www.enil.co.in/policies-code-of- conduct.php.

35. Significant or material order

During the financial year under review, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. For building awareness in this area, the Company has been conducting induction / refresher programmes on a continuous basis. The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the Company has complied with the applicable provisions of the said Act. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year under review, no complaint pertaining to sexual harassment was reported to the Internal Complaints Committee of the Company and no complaint was pending at the beginning of the financial year under review.

37. Acknowledgements

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company. Your Directors are pleased to place on record their appreciation for the consistent contribution made by the employees at all levels through their hard work, dedication, solidarity and co-operation.

For and on behalf of the Board of Directors
sd/-
Vineet Jain Chairman
Mumbai, June 15, 2021 (DIN: 00003962)
Registered Office:
Entertainment Network (India) Limited,
CIN: L92140MH1999PLC120516,
4th Floor, A-Wing, Matulya Centre,
Senapati Bapat Marg, Lower Parel (West),
Mumbai - 400 013.
www.enil.co.in