TV18 Broadcast Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the 16th Annual Report and the Companys Audited Financial Statements for the Financial Year ended March 31, 2021.

Financial Results

The Financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2021 is summarised below:

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 1,104.18 1,149.64 4,497.62 5,174.94
Pro3 t/(Loss) Before Interest, Depreciation and Amortisation Expense and 224.36 159.88 929.86 824.17
Exceptional Items
Less: Interest 45.61 64.84 87.72 141.55
Depreciation and Amortisation Expense 55.74 58.16 138.75 165.64
Exceptional Items - 10.68 - 15.26
Pro3 t/(Loss) Before Tax 123.01 26.20 703.39 501.72
Less: Tax Expenses* 32.43 4.44 (42.32) 85.01
(* includes current tax, deferred tax, short/excess provision of tax relating to earlier years)
Pro3 t/(Loss) for the Year 90.58 21.76 745.71 416.71
Add: Other Comprehensive Income (0.31) (6.96) 4.51 (7.53)
Total Comprehensive Income for the Year 90.27 14.80 750.22 409.18
Less: Total Comprehensive Income attributable to Non- Controlling Interest - - 292.49 173.79
Total Comprehensive Income Attributable to Owners of the Company 90.27 14.80 457.73 235.39
Less: Appropriation (Transfer to General Reserve) - - - -
Earnings Per Share (Basic) (in 3) 0.53 0.13 2.66 1.41

Results of operations and the State of Companys a3 airs

During the year under review, on standalone basis, the Company recorded an operating turnover of 3 1,104.18 crore (previous year 3 1,149.64 crore). Pro3 t before Tax was 3 123.01 crore, as against 3 26.20 crore in previous year. The consolidated revenue from operations was 3 4,497.62 crore as against 3 5,174.94 crore in previous year and Pro3 t before Tax on consolidated basis was 3 703.39 crore, as against 3 501.72 crore in previous year.

The Company has successfully dealt with the challenges posed by the COVID-19 pandemic and posted much improved pro3 tability in a di3 cult year. The improvement in pro3 tability was a result of cost controls and concerted e3 orts to increase annuity-style revenue streams, including subscription and syndication. The connect of Companys diverse brands with consumers had grown during the year under review. In view of the accumulated losses, the Company does not propose to transfer any amount to the reserves.

The outbreak of COVID-19 pandemic globally and in India is causing signi3 cant disturbance and slowdown of economic activity. In assessing the recoverability of Companys assets such as Goodwill, Financial Assets and Non-Financial Assets, the Company has considered internal and external information. The Company has evaluated impact of this pandemic on its business operations and based on its review and current indicators of future economic conditions, there is no signi3 cant impact on its standalone Financial results and the Company expects to recover the carrying amount of all its assets.

Dividend

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

The Dividend Distribution Policy of the Company is annexed as Annexure I to this Report and the same is put up on the Companys website and can be accessed at https://www.nw18. com/reports/reportstv18/Notices%20Events/Other%20Notices/ Dividend%20Distribution%20Policy.pdf.

Deposits

The Company has discontinued accepting fresh 3 xed deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all 3 xed deposits and interest thereon. However, as on March 31, 2021, deposits and interest thereon aggregating to 3 55 lakh remained unclaimed.

Material changes from the end of the Financial Year till the date of this Report

There have been no material changes and commitments a3 ecting the Financial position of the Company between the end of the Financial Year and date of this Report.

Scheme of Amalgamation and Arrangement

The Board of D irectors of the Company at its meeting held on February 17, 2020, had approved the Composite Scheme of Amalgamation and Arrangement between the Company, Den Networks Limited, Hathway Cable and Datacom Limited, Network18 Media & Investments Limited, Media18 Distribution Services Limited, Web18 Digital Services Limited and Digital18 Media Limited and their respective Shareholders and Creditors ("Scheme").

In accordance with provisions of Regulation 37 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Scheme was 3 led with both BSE Limited and National Stock Exchange of India Limited for obtaining no-objection letter from them.

The stock exchanges had returned the Scheme stating that the Company may apply to the stock exchanges once the Scheme is in compliance with SEBI circulars / SEBI Regulations. This pertained to the compliance by Hathway Cable and Datacom Limited and Den Networks Limited of the Minimum Public Shareholding requirement.

Considering that more than a year has passed from the time the Board of the Company considered the Scheme, the Board decided not to proceed with the arrangement envisaged in the Scheme.

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 (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 Companies Act, 2013 ("the Act") and Listing Regulations read with lnd AS 110-Consolidated Financial Statements, lnd AS 28-lnvestments in Associates and lnd AS 31-lnterests 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, forms part of the Management Discussion and Analysis Report.

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 Companys website and can be accessed at https://www.nw18.com/ annualReport#scrollHere. The Financial Statement of the subsidiaries of the Company are also put up on the Companys website and can be accessed at https://www.nw18.com/3 nance-subsidiary.

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/reportstv18/Policies/TV18-PolicyforDeterminingMaterial Subsidiaries.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 con3 rmed that:

I. in the preparation of the annual accounts for the Financial Year ended March 31, 2021, the applicable Accounting Standards read with the requirements set out under Schedule Ill 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of a3 airs of the Company as at March 31, 2021 and of the pro3 t of the Company for the year ended on that date;

III. the Directors have taken proper and su3 cient 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. the Directors have prepared the annual accounts of the Company for the Financial year ended March 31, 2021 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 e3 ectively; 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 e3 ectively.

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. Certi3 cate from a Practicing Company Secretary con3 rming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

Business Responsibility Report

The Business Responsibility Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is attached as part of the Annual Report. This report, inter-alia, contains initiative w.r.t. stakeholder relationship, customer relationship, sustainability, health and safety.

Contracts or Arrangements with Related Parties3

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 arms 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 Companys website and can be accessed at https://www.nw18. com/reports/reportstv18/Policies/TV18-PolicyonMaterialityofRP TanddealingwithRPTtransactions.pdf.

There were no materially signi3 cant related party transactions which could have potential con3 ict with the interests of the Company at large. Members may refer to Note no. 36 to the Standalone Financial statement which sets out related party disclosures pursuant to Ind AS.

Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Committees 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/reportstv18/Policies/Corporate%20 Social%20Responsibility%20Policy_1.pdf.

In terms of Companys CSR objectives and policy, the focus areas of engagement are as under:

• Addressing identi3 ed 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 3 ora and fauna.

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

During the year under review, the Company has spent 3 1.32 crore (2% of the average net pro3 t of last three Financial years) in the areas of promoting education. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure II to this Report.

Risk Management

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identi3 ed, 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 of Overseeing implementation/ Monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identi3 ed and mitigated or managed.

Further details on Risk Management activities are covered in Management Discussion and Analysis section, 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 e3 ectiveness 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 e3 ectiveness of Companys 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. P.M.S. Prasad, Director, retires by rotation at ensuing Annual General Meeting 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 e3 ect from October 15, 2021, as his current term of o3 ce is up to October 14, 2021.

The Nomination and Remuneration Committee and Board of Directors have recommended above re-appointments for the approval of the shareholders. The Company has received declarations from all the Independent Directors of the Company con3 rming 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 a ‘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 Companys website and can be accessedathttps://www.nw18.com/reports/reportstv18/Policies/ TV18PolicyonSelectionofDirectors&DeterminingIndependence. pdf and https://www.nw18.com/reports/reportstv18/Policies/ TV18RemunerationPolicyforDirectors,KMPsandotheremployees. 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 quali3 ed 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 speci3 ed 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 report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.

Auditors & Auditors Reports Statutory Auditors

S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Regn. No. 101049W/E300004) were appointed as Statutory Auditors of the Company, for a term of 5 (3 ve) consecutive years at the Annual General Meeting held on September 25, 2017. The Company has received con3 rmation from them to the e3 ect that they are not disquali3 ed from continuing as Auditors of the Company.

The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and do not call for further comments. The Auditors Report does not contain any quali3 cation, 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 accounts and 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 2020-21. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2021-22.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report for the Financial Year ended March 31, 2021, is annexed with this Report and marked as Annexure Ill to this Report. The Secretarial Audit Report does not contain any quali3 cation, reservation, adverse remark or disclaimer.

Disclosures

(i) Meetings of the Board

During the Financial Year ended on March 31, 2021, 5 (Five) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report.

(ii) Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad. 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. P.M.S. Prasad.

(iv) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. Adil Zainulbhai, Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad.

(v) Stakeholders Relationship Committee

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

(vi) Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the Policy. The con3 dentiality 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 Policy on Vigil Mechanism and Whistle Blower is available on the Companys website and can be accessed at https://www.nw18.com/reports/reportstv18/ Policies/Policy%20on%20Whistle%20Blower%20Policy-Vigil%20Machanism.pdf.

(vii) Prevention of Sexual Harassment at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as speci3 ed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in the Business Responsibility Report, which forms part of the Annual 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 recipient are provided in the Standalone Financial Statement. Members may refer to Note nos. 5, 12, 36 and 40 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 e3 orts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.

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 e3 ciency. 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 3 35 crore of foreign exchange and used 3 59 crore of foreign exchange, both on actual basis.

(x) Annual Return

The Annual Return of the Company as on March 31, 2021 is available on the Companys website and can be accessed at:3 https://www.nw18.com/reports/reportstv18/ Notices%20Events/Annual%20Return%20-%20AGM%20 2021.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 write to the Company Secretary to e-mail id investors.tv18@nw18.com.

General

During the year under review:

1. The Company had not issued any equity shares with di3 erential rights as to dividend or voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employees Stock Option Scheme of the Company are either exercised by them directly or through their appointed proxy.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the bene3 t of employees.

4. No signi3 cant and/or material order was passed by any Regulator/ Court/Tribunal which impacts the going concern status of the Company or its future operations.

5. No fraud has been reported by Auditors to the Audit Committee or the Board.

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.

8. There has been no change in the nature of business of the Company.

Acknowledgement

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
Date: April 20, 2021 Adil Zainulbhai
Place: Mumbai Chairman