Next Mediaworks Ltd Directors Report

Dear Members,

Your Director(s) are pleased to present their Forty Fifth (45th) report, together with the Audited Financial Statements for the financial year ended on March 31, 2026.

FINANCIAL RESULTS

Your Companys performance during the financial year ended on March 31,2026, along with previous years figures is summarized below:

Particulars	Standalone
	2025-26	2024-25
Total income	20	56
Earnings/loss before finance cost, tax, depreciation and amortization (EBITDA) and	(4)	(52)
exceptional items
Less: Depreciation and amortization expense	-	-
Less: Finance cost	452	436
(Loss) before exceptional items and tax	(456)	(488)
Exceptional Items gain/(loss)	(72)	882
Profit/(loss) before tax	(528)	394
Less: Tax expense	-	-
Profit/(loss) after tax	(528)	394
Add: Other Comprehensive lncome/(Loss) for the year (net of tax):
Remeasurement (loss)/gain of the defined benefits plan*	-	-
Fair value changes on Eguity Instruments through other comprehensive income	(546)	(70)
Total comprehensive income/(loss) for the year (net of tax)	(1,074)	324
Opening balance in Retained Earnings (attributable to owners of Company)	(17,724)	(18,118)
Add: Profit/!Loss) for the year (attributable to owners of Company)	(528)	394
Re-measurements of defined benefit plans	-	-
(net of tax) (attributable to owners of Company)#
Total Retained Earnings (attributable to owners of Company)	(18,252)	(17,724)

•IMP less than 50,000/- has been rounded off to Nil.

Consequent to conversion of Loan taken by Next Radio Limited (LUbsidiary Cornpany/NRL] from HT Media Limited [Holding company] into Equity in accordance witfi regulatory approvals, Id Ft L bias ceased to in e the subsidiary of t hi e Company w.e.f. February 7, 2025 a n id accordingly, t hi e consolidated financial statements have not been [jrovided for FY-26

DIVIDEND

Your Director(s) have not recommended any dividend on the Eguity Shares of the Company for the financial year ended on March 31, 2026.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

There were no business operations and operating cash flows during FY-26. Further, the Company does not have any definite business plans.

RISK MANAGEMENT

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

SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31,2026, your Company does not have any subsidiary, any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

During the year under review, no other subsidiary, associate or joint venture has been acguired or ceased/ sold/ liguidated by the Company.

DEPOSITORY SYSTEM

The Companys eguity shares are compulsorily tradeable in electronic form. As on March 31, 2026, 99.997% of the Companys total paid-up capital representing 6,68,91,031 eguity shares are in dematerialized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

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

Appointments

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

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

Re-appointment of Directors retiring by rotation

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

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

Cessation

Mr. Lloyd Mathias (DIN: 02879668) and Ms. Suchitra Rajendra (DIN: 07962214), has ceased to be the Independent Directors of the Company effective April 15, 2025.

Independent Directors Declaration:

The Independent Directors of the Company have confirmed the following:

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

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

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

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

Code of Conduct

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

Board Diversity

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

Key Managerial Personnel

As on March 31, 2026, the Key Managerial Personnel (KMPs) of the Company in terms of Section 203 of the Act, were Mr. Rohit Kalra, Chief Executive Officer, Mr. Priyatn Agrawal, Chief Financial Officer and Ms. Sonali Manchanda, Company Secretary.

Mr. Ramesh Menon, Chief Executive Officer and Mr. Amit Madaan, Chief Financial Officer of the Company had resigned effective April 16, 2025. Further, on the recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors of the Company, following changes were made effective April 17, 2025:

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

• Mr. Priyatn Agrawal appointed as Chief Financial Officer

PERFORMANCE EVALUATION

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

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

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

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

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

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

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

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

AUDIT & AUDITORS Statutory Auditor

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) ( SRB) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years with effect from September 24, 2024.

The Auditors Report of SRB on Annual Financial Statements for the financial year ended on March 31, 2026 does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Ms. Malavika Bansal, Practicing Company Secretary (C.P No. 9159) was appointed as Secretarial Auditor of the Company to conduct secretarial audit for a term of 5 (five) consecutive years with effect from September 24, 2025.

The appointment was recommended by the Audit Committee and approved by Board of Directors and subsequently approved by the shareholders at the Annual General Meeting held on September 24, 2025.

The Secretarial Audit Report of the Company for FY-26 is annexed herewith as "Annexure - A" and does not contain any qualification, reservation, adverse remark or disclaimer.

RELATED PARTY TRANSACTIONS

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

Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

The aforesaid policy is available on the Companys website at http://www. nextmediaworks.com/RPT-Policv-of-NMW.pdf.

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

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable Accounting Standards have been followed and there are no material departures;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the loss of the Company for the year ended on March 31, 2026;

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

(iv) the management has assessed that the going concern assumption is no longer appropriate. Accordingly, financial statements have been prepared on a basis that the Company is not a going concern.

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

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

DISCLOSURES UNDER THE ACT

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

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

Board Meetings: Yearly calendarof Board meetingswas prepared and circulated in advance to the Directors. During the financial year ended on March 31, 2026, the Board met six (6) times on April 15, 2025, April 16, 2025, May 1 5, 2025, August 01, 2025, November 03, 2025 and January 23, 2026. For further details of these meetings, Members may please refer Report on Corporate Governance which forms part of this Annual Report.

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

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

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

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

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration forms part of thisAnnual Report. Further, Members may note that there were no employees drawing remuneration in the Company during FY-26 and therefore the provisions of the second proviso to Section 136(1) of the Act is not applicable.

Disclosures under Section 1 97(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure - B".

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY- 26, is available on the website of the Company at https:// www.nextmediaworks.com/annual-returns/FY-26/Annual- Return-FY-26.pdf

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

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

No material changes/commitments have occurred after the end of financial year 2025-26 and till the date of this report, which affect the financial position of your Company.

CORPORATE GOVERNANCE

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

SECRETARIAL STANDARDS

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

Internal Complaints Committee ("IC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Companys policy in this regard, is available on the employees intranet. No instance or complaint was reported to IC during the year under review.

MATERNITY BENEFITS ACT, 1961

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

INTERNAL FINANCIAL CONTROL

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

GENERAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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