Equity Analysis

Dear Shareholders,

Your Directors are pleased to present the 36^th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2024 ("FY 2023-24/ FY24").

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs in million)

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

New Delhi Television Limited ("NDTV") founded in 1988, is a pioneering news television and digital journalism company in India. NDTV is today the most credible and respected news network in India and a leader in digital reach. Its channels NDTV 24x7 (English), NDTV India (Hindi), NDTV Profit (Business), NDTV Madhya Pradesh & Chhattisgarh, NDTV Rajasthan and NDTV Marathi (Regional) continue to raise the standards of journalism with innovative programming and uncompromising integrity. Incisive and creative the channels target the global Indian with news that is credible, true and fast. On social media, NDTV's following remains premium. NDTV is the most-popular news handle on X (formally twitter) with 21.9 million followers in India. NDTV channels on YouTube have nearly 32.25 million subscribers making it the highest subscribed English news channel in India. NDTV is also the most-followed English news account on Instagram in India with 4.26 million followers. NDTV video views across online platforms have crossed 4.6 billion views in FY24 making it most popular brand for news in India.

Consolidated Net Profit/(loss) stood at (213.67) million in the FY 2023-24 vs 529.34 million for the FY 2022-23.

Consolidated total revenue from operation stood at 3,700.06 million in the FY 2023-24 vs 3,858.63 million for the FY 2022-23.

Consolidated EBIDTA decreased by (109%) to (61.90) million in the FY 2023-24 vs 709.64 million in the FY 2022-23.

Net Profit/(Loss) stood at (122.59) million in the FY 2023-24 vs 286.11 million in the FY 2022-23. Revenue from operation increased by 3.8% to 2,289.64 million in the FY 2023-24 vs 2,206.50 million in the FY 2022-23.

The Board of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2023-24.

Your Company has not transferred any amount to the

General Reserve during the FY 2023-24. The closing balance of the retained earnings of your Company for the

FY 2023-24, after all appropriations and adjustments, was (1,782.27) million.

During the year under review, your Company has shifted its Registered Office within the local limits of the city i.e. from B-50A, 2nd Floor, Archana Complex, Greater Kailash - I, New Delhi - 110048 to W-17, 2nd Floor, Greater Kailash - I, New Delhi 110048 with effect from January 30, 2024.

During the year under review, BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") have granted their approval for reclassification of

Dr. Prannoy Roy and Mrs. Radhika Roy from ‘Promoter' to ‘Public' category shareholders with effect from April 22, 2024. Accordingly, Dr. Roy and Mrs. Roy have ceased to be the promoters of your Company with effect from the said date.

During the year under review, there was no change in the authorized and paid-up share capital of the Company.

The authorized share capital of your Company is 1,733 million and paid-up share capital of your Company is 257.89 million.

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

The particulars of loans, investments, guarantees, and securities provided by the Company, during the year under review, are given in the notes forming part of the standalone financial statement of the Company as per Section 186 of the Act.

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

Pursuant to the provisions of Sections 129, 134 and 136 of the Act read with rules made thereunder and Regulation

33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report. In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated

Financial Statement and related information of the

Company, and the audited accounts of each of its subsidiaries, are available on www.ndtv.com.

As on March 31, 2024, the Company had 1 (one) unlisted material subsidiary i.e. NDTV Convergence Limited. Ms. Dipali Goneka and Mr. Viral Jagdish Doshi,

Independent Directors of the Company are also the

Directors on the Board of the material subsidiary.

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

As of March 31, 2024, your Company's Board of Directors ("Board") had six members comprising of two Executive Directors and four Non-Executive Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, following changes took place in the Directorships:

Mr. Dinesh Kumar Mittal, (DIN:00040000), was appointed as an Additional Director of your Company w.e.f. June 27, 2023. His appointment was approved by the shareholders by passing a special resolution in the Annual General Meeting ("AGM") held on July 20, 2023.

Mr. Sanjay Pugalia (DIN: 08360398) was re-designated as Whole-time Director of the Company w.e.f. April 1, 2023.

Mr. Senthil Chengalvarayan (DIN: 02330757) was re-designated as Whole-time Director of the Company w.e.f. April 1, 2023.

Mr. Aman Kumar Singh, (DIN: 02860208), resigned as the Non-Executive Director of the Company w.e.f. April 1, 2023.

The Board places on record the deep appreciation for valuable services and guidance provided by

Mr. Aman Kumar Singh, during his tenure of Directorship.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Senthil Chengalvarayan (DIN: 02330757) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Senthil Chengalvarayan as the Whole-time Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent

Directors have also given declaration of compliance with

Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent

Directors maintained by the Indian Institute of

Corporate Affairs.

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act: Mr. Sanjay Pugalia, Whole-time Director Mr. Senthil Chengalvarayan, Whole-time Director Mr. Anup Dutta, Chief Financial Officer Ms. Parinita Bhutani Duggal, Company Secretary

As on March 31, 2024, the Board has constituted the following Statutory Committees pursuant to the applicable provisions of the Act and the SEBI Listing Regulations:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee Risk Management Committee

Corporate Social Responsibility Committee

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

The Board met 7 (seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

The Independent Directors met on March 31, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Whole-time Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual directors, including the Chairperson of the Board for the FY 2023-24.

A detailed questionnaire was prepared in accordance with the criteria outlined in SEBI's ‘Guidance Note on Board Evaluation' issued on January 5, 2017 and was approved by the Nomination and Remuneration Committee.

The results of the evaluation showed high level of commitment and engagement of the Board, its various committees and individual directors.

The Board Familiarisation Program comprises of the following: Induction Program for Directors including Non-Executive Directors; Immersion sessions on business and functions; and

Strategy sessions

All new Directors are provided with necessary documents /presentations, reports and internal policies to enable them to familiarise with the Company's procedures and practices.

Periodic presentations are made by the senior executives at the Board and Committee meetings. Key aspects that are covered in these presentations include: Changes in statutory provisions; Industry / market trends; Overview of the Company's operations including those of major subsidiaries; and Growth Strategy

The details of such programmes are provided in the

Corporate Governance Report, which forms part of this Annual Report.

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.ndtv.com/convergence/ndtv/corporate page/images/nrc_636716666857186749.pdf

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and

Remuneration Committee implements this mechanism in concurrence with the Board.

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements 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 and of the loss of the Company for that period; c. proper and sufficient care has been taken 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; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

The details of various policies approved and adopted by the Board as required under the Act and the SEBI Listing

Regulations are provided in Annexure-A to this report.

The details of the CSR Committee are provided in the

Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company at https://www.ndtv.com/convergence/ ndtv/corporatepage/images/NDTVCSRPolicy.pdf. The Annual Report on CSR activities is given in

Annexure-F of this report.

The Company has spent 2% of three year's average net profit towards CSR during the FY24.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by the Board of the Company.

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by the SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated. In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all

Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.ndtv. com/convergence/ndtv/corporatepage/images/Code_of_ Conduct_for_Board_and_SeniorManagement.pdf.

In accordance with the SEBI Listing Regulations, the BRSR for the FY24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report. The ESG disclosures have been independently assured by Intertek India Private Limited.

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https://www.ndtv.com/convergence/ndtv/ corporatepage/Annual_return.aspx

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.

The Audit Committee comprise of four members, with majority of Independent Directors. The members of the Audit Committee are abstained from discussing and voting in the transaction(s) in which they were interested.

During the FY24, your Company has not entered into any transaction with a related party which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the material Related Party Transactions pursuant to the provisions of the SEBI Listing

Regulations were duly approved by the shareholders of the Company through postal ballots, the result of which were declared on June 27, 2023 and March 8, 2024. Your Company did not enter into any Related Party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link https://www.ndtv.com/convergence/ndtv/corporate page/images/NDTV_Revised_RPT_Policy_wef_1_ 04_2019.pdf.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 00050N/N500045) were re-appointed as the Statutory Auditors of your Company, for the second term of five years till the conclusion of 37th AGM of your Company to be held in the year 2025.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representative of Statutory Auditors of your Company attended the previous AGM of your Company held on July 20, 2023.

Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors' Report are self-explanatory.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s Vishal Arora & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of your Company for FY24. The Secretarial

Audit Report for the year under review is provided as

Annexure-B of this report. There are no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

As per the requirements of the SEBI Listing Regulations, NDTV Convergence Limited, which is a material subsidiary of your Company, also appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit for FY24. The Secretarial Audit Report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The Secretarial Audit

Report of the material subsidiary for the year under review is provided as Annexure-B of this report.

During the year under review, your Company has complied with all the applicable provisions of Secretarial

Standard-1 and Secretarial Standard-2 issued by The Institute of Company Secretaries of India.

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s Sanjay Gupta & Associates, Cost Auditors of the Company for FY24.

The Board has re-appointed M/s Sanjay Gupta & Associates, Cost Accountants (Firm Registration Number: 000212) as Cost Auditors of the Company for conducting cost audit for the FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY

2024-25 is provided in the Notice of the ensuing Annual General Meeting.

The Cost accounts and records as required to be maintained under Section 148(1) of the Act are duly made and maintained by the Company.

During the year under review, the Statutory Auditors and

Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by the Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Your Company has 671 employees as of March 31, 2024. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure-C of this report. The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual

Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the

Registered Office during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down an Anti-Sexual Harassment Policy and has constituted Internal Complaints Committees (ICC), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICC includes external member with relevant experience. The ICC, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed orientation on anti-sexual harassment policy adopted by your Company.

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for

Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases.

No person has been denied access to the

Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company at https://www.ndtv.com/convergence/ndtv/corporate page/images/VigilMechanism_New.pdf

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been made available on the Company's website and link for the same is given in Annexure-A of this report.

1. During the year under review, Mr. Sanjay Pugalia, Whole-time Director of the Company has not drawn any remuneration from the Company. Mr. Pugalia, draws remuneration from AMG Media Networks Limited (AMG Media), in his capacity as Director of AMG Media, Holding Company of your Company.

Except Mr. Pugalia, no other Director of the

Company was in receipt of any remuneration or commission from any holding / subsidiary company of your Company for the FY 2023-24.

2. An Interlocutory application was filed by the Resolution Professional under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016, challenging certain transactions undertaken by an erstwhile subsidiary, Indianroots Shopping Limited, in which the Company sold the majority stake in 2018. The Company has filed its response categorically denying the allegations and has provided the relevant supporting document for the transactions. The matter is still pending before the NCLT and in all hearings thus far, no adverse observation or order has been passed against the Company.

3. Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review: a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme. c. Significantor material orders passed by the

Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations. Further, the details of Penalties / Adverse orders / Show Cause Notice is annexed as Annexure-E to this Report. d. Voting rights which are not directly exercised by the employees in respect of shares for

49 the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

e. One time settlement of loan obtained from the Banks or Financial Institutions.

f. Revision of financial statements and Directors' Report of your Company.

g. Change in the nature of business of your Company.

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Statutory Authorities and Banks. Your Directors thank all the esteemed shareholders, customers, vendors, audience and business associates for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.