DEAR MEMBERS,

The Directors have pleasure in presenting the Thirtieth (30th) Annual Report and audited financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS AND STATE OF AFFAIRS

The financial performance of the Company (standalone and consolidated) for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized as under:-

(Rs. in Million)

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements), 2015 and IND AS 110 - Consolidated Financial Statements read with IND AS 28 - Investments in Associates and IND AS 31 - Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

OPERATIONAL HIGHLIGHTS

A detailed review of the Company’s operations has been provided in the Management Discussion and Analysis Report in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 which forms part of this Report.

TRANSFER TO RESERVES

The Company has not made any transfer to the reserve during the financial year 2017-18.

DIVIDEND

In view of the loss, no dividend has been recommended for the financial year 2017-18.

DEPOSITS

The Company has not accepted/renewed any deposits from the public during the year and there are no outstanding deposits.

CORPORATE SOCIAL RESPONSIBILITY

In view of the loss incurred, provisions of Section 135 of the Companies Act, 2013 relating to incurring expenditure on Corporate Social Responsibility, are not applicable to the Company. However, as a responsible corporate, the Company has taken various initiatives for the benefit of the society and various other stakeholders, the details of which are provided in this Report as Annexure 1.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under the various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. A report on Corporate Governance along with certificate on its compliance forms a part of the Annual Report.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As per the approvals of the Board of Directors and the members of the Company, NDTV Networks Limited (“Networks”), a subsidiary of the Company, had completed the sale of its 2% shareholding, held in Lifestyle & Media Holdings Limited (formerly known as NDTV Lifestyle Holdings Limited) (“Lifestyle Holdco”) to Nameh Hotels & Resorts Private Limited (“Nameh”), on March 30, 2018. Consequently, Lifestyle Holdco and its direct and indirect subsidiaries i.e. Lifestyle & Media Broadcasting Limited (formerly known as NDTV Lifestyle Limited), Indianroots Shopping Limited (formerly known as NDTV Ethnic Retail Limited) and Indianroots Retail Private Limited, ceased to be subsidiaries of the Company w.e.f. March 30, 2018. However, now these entities are Joint Ventures and the Company is currently holding 49% shareholding of Lifestyle Holdco through Networks.

The Company and NDTV Convergence Limited (“Convergence”), a subsidiary of the Company, will be selling off their entire stake in Special Occasions Limited (“SOL”), another subsidiary of the Company. The Company and Convergence own and hold, collectively 95% of the total, issued, subscribed and paid-up equity share capital of SOL, which will be sold to Wedding Junction Private Limited, for Rs. 100 per equity share. Pursuant to the completion of the aforementioned sale of stake by the Company and Convergence, SOL will cease to be a subsidiary of the Company. This is also in keeping with the Company’s stated position of concentrating only on its core business and moving out of the ancillary businesses. The Board of Directors approved the sale of the entire stake of the Company in SOL, at their meeting held on July 18, 2018.

During the financial year under review, the Registrar of Companies (“ROC”) approved application filed by Red Pixel Gadgets Limited, a subsidiary of the Company, for striking off its name from the Register of ROC on June 19, 2017.

Details of the subsidiary companies and associate company of the Company have also been mentioned in Form MGT - 9, which forms a part of this Report.

A report on performance and financial position of each of the subsidiary companies and associate company in the format AOC-1 under the Companies Act, 2013, is provided in the consolidated financial statements of the Company.

MATERIAL SUBSIDIARIES

The Company’s policy on “material subsidiary” is placed on the Company’s website and can be accessed at http://www.ndtv.com/material-subsidiary-policy

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY PROVIDED

Details of loans, investments, guarantees and security provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are mentioned in notes forming part of the standalone financial statements of the Company.

After the end of Financial Year under review, the Board of Directors at their meeting held on July 18, 2018 has approved the Corporate Guarantee of Rs. 29 crores and pledge up to 29% of its shareholding in Red Pixels Ventures Limited, a subsidiary of the Company, in favour of IndusInd Bank Limited (“IBL”), w.r.t. credit facilities of Rs. 29 crores availed by NDTV Networks Limited, a subsidiary of the Company, from IBL.

DETAILS OF BOARD MEETINGS

During the financial year under review, eight (8) meetings of the Board of Directors were held, details of which along with the details of attendance of Directors of the Company at the said meetings have been provided in the Corporate Governance Report, which forms part of the Annual Report. A calendar of meetings for every year is prepared and circulated in advance to the Directors.

AUDIT COMMITTEE

Composition of the Audit Committee of the Board, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report, which forms part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Dr. Prannoy Roy, Executive Co-Chairperson is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment.

During the financial year under review, Mr. K.V.L. Narayan Rao, Executive Vice-Chairperson and Group CEO, passed away on November 20, 2017. The Board of Directors of the Company placed on record their tribute to Mr. Rao as under:

Mr. Rao was an exceptional leader. He had unshakeable integrity and his ability to make time to address the concerns of every person at NDTV, no matter how senior or junior, was what NDTV counted on day after day as an institution - among many other qualities that he brought to work day after day as the CEO. Board members observed one minute silence to honour the memory of Mr. K.V.L. Narayan Rao.

During the financial year under review, Ms. Suparna Singh has been appointed as Group CEO & KMP and Mr. Saurav Banerjee has been elevated to Group Co-CEO & KMP w.e.f December 4, 2017. Further Mr. Ravi Asawa has been appointed as Group CFO & KMP w.e.f December 4, 2017. Mr. Navneet Raghuvanshi resigned as Company Secretary and Compliance Officer w.e.f. March 12, 2018 and Mr. Hemant Kumar Gupta has been appointed as Company Secretary and Compliance Officer w.e.f. March 12, 2018.

Brief resume/details regarding Director proposed to be re-appointed as above are furnished in the Notice of the AGM.

INDEPENDENT DIRECTORS

Ms. Indrani Roy, Mr. Kaushik Dutta and Mr. John Martin O’Loan are the Independent Directors of the Company. During the financial year under review, Mr. Amal Ganguli, Independent Director of the Company, passed away on May 8, 2017. The Board of Directors of the Company acknowledged that passing away of Mr. Amal Ganguli is a huge loss to the Company, its employees and all other stakeholders.

The Company has received declaration of independence from all Independent Directors in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of familiarisation program for Independent Directors are available on the website of the Company at: http://www.ndtv.com/details-of-familiarisation-programme.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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 2017-18 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts for the financial year ended March 31, 2018 have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Control System, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time.

The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy. The mechanism under the Policy has been communicated within the organisation. The objective of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that whistleblower is protected. The Company has appointed an Independent Ombudsman for the purpose of reporting, enforcing and monitoring the Whistle Blower Policy and procedures. The details of the Vigil Mechanism have been provided in the Corporate Governance Report and are also available on the website of the Company at: http://www.ndtv.com/vigil-mechanism.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has carried out the annual, evaluation of its own performance, the performance of the Directors individually the performance of its committees. The performance of individual directors was evaluated on parameters, such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, attendance at meetings, effective participation, vision and strategy, etc.

RELATED PARTY TRANSACTIONS

All transactions with related parties were in the ordinary course of business and on an arm’s length basis and were approved by the Audit Committee. Details of related party transactions have been disclosed in the notes to the financial statements.

There were no transactions which could be considered material in terms of the Company’s Policy on materiality of related party transactions. Further, there were no transactions that were required to be reported in Form AOC-2.

The policy on related party transaction has been placed on the website of the Company at: http://www. ndtv.com/related-party-transaction-policy.

RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy and identified risks and is taking appropriate steps for their mitigation. The Board of Directors doesn’t foresee any immediate risk which threatens the existence of the Company. The details of the Risk Management Policy of the Company are available on the website of the Company at: http://www.ndtv.com/risk-Management-Policy.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Auditors of the Company, M/s. B S R & Associates LLP, Chartered Accountants (FRN: 116231W/W-100024), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive financial years, at the 27th Annual General Meeting held on August 7, 2015, to hold office until the conclusion of 32nd Annual General Meeting (“AGM”) of the Company, subject to ratification of their appointment by the Members of the Company at every AGM. However, the requirement to place the matter relating to ratification of appointment of Auditors by the members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, the matter for ratification of appointment of Auditors will not be placed before the members at the forthcoming AGM of the Company.

Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report to the members of the Company for the financial year the under review does not contain any qualification, reservation or adverse remark.

Cost Auditors

During the financial year under review, the Board of Directors on recommendation of the Audit Committee had appointed M/s Sanjay Gupta & Associates, Cost Accountants (“Cost Auditors”), to audit the cost records of the Company, for the financial year 2017-18. Further, the Board of Directors at their meeting held on August 8, 2018, on recommendation of the Audit Committee, re-appointed Cost Auditors, to audit the cost records of the Company, for the financial year 2018-19.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, approval of the members of the Company is being sought at the forthcoming AGM of the Company for ratification of remuneration payable to the Cost Auditors for financial years 2017-18 and 2018-19.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Hemant Singh & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is attached as Annexure 2 to this Report. The Report of Secretarial Auditor does not contain any qualification, reservation or adverse remark.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination & Remuneration Policy, attached as Annexure 3 to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is attached as Annexure 4 to this Report.

DETAILS OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

1. TAX MATTERS

a. Tax Demand for Assessment Year 2009-10

During the financial year 2013-14, the Company had received an Assessment Order dated February 21, 2014 for tax demand of Rs. 450 crores for the Assessment Year (“AY”) 2009-10, against which it had filed an appeal before the Income Tax Appellate Tribunal (“ITAT”). In the said order, Income Tax Department (“Tax Department”) declared that US $150 million invested by NBCU in NDTV’s subsidiary in 2008 was a “sham transaction”. NBCU is America’s most respected TV network and was a subsidiary of General Electric (GE) at the time. ITAT thereafter vide its order dated July 14, 2017 had dismissed the appeal filed by the Company. Pursuant to aforesaid order of ITAT, Tax Department issued an appeal effect order demanding an amount of Rs. 429 crores to be paid immediately.

The Company has filed a Writ Petition before the Hon’ble High Court of Delhi (“the Court”) challenging the aforesaid appeal effect order making a piecemeal assessment and raising the present demand. The Company has also filed 2 appeals on the issue of merits and maintainability against the order of ITAT. The Court directed the Tax Department not to take any coercive steps against the Company. The Court said it was ‘satisfied’ that there was a prima facie case in favor of the Company and sought the reply of the Tax Department on Company’s plea. On May 21, 2018, the Court admitted the appeals filed by the Company and framed questions of law.

The Court also directed that the stay granted on the tax demand and stay in connection with the prosecution notice relating to AY 2009-10 shall continue till the next date of hearing, which is September 10, 2018.

PENALTY: On January 31, 2018 the Company received an order under section 271(1)(c) of the Income Tax Act, 1961 levying penalty of Rs. 436.80 crores for the Assessment Year (“AY”) 2009-10. The Company filed a Writ Petition before the Hon’ble High Court of Delhi (“the Court”) against the above said order issued by the Income Tax Department. The Writ Petition was listed on February 16, 2018, wherein the Court has directed the Company to file an appeal before the Commissioner of Income Tax (Appeals) and to approach the Assessing Officer (“AO”) for stay of the penalty order dated January 31, 2018. The Company also filed an appeal before the Commissioner of Income Tax (Appeals) and stay application before the AO. On March 22, 2018, the Income Tax Department rejected the stay application filed by the Company and directed the Company to pay 30% of the total demand i.e. Rs 131.04 crores. Against the said order, the Company filed a Writ Petition on April 2, 2018 before the Court. The Court admitted the appeal and listed for hearing on September 10, 2018 along with the other appeals.

Prosecution Notice u/s 279(1) for Assessment Year 2009-10

On May 7, 2018 the Company received a Show Cause Notice under section 279(1) of the Income Tax Act, 1961 for launching prosecution proceedings against the Company along with two executive directors of the Company for the assessment year 2009-10.

The Company filed an appeal against the order before the Hon’ble High Court of Delhi. The appeal has been admitted and the stay has been granted till the next date of hearing i.e. September 10, 2018.

b. Tax Demand for Assessment Year 2007-08

In April 2016, the Company received an order raising a tax demand of Rs. 47.27 crores and further received an order under section 154 of the Income Tax Act, 1961 dated September 9, 2016 enhancing the demand by Rs. 12.72 crores making the total demand to Rs 59.99 crores from the Income Tax Department, pertaining to Assessment Year (“AY”) 2007-08, calling an investment of US$ 20 Million by M/s Fuse Media Holding LP (Fuse Media), a wholly owned subsidiary of M/s. Velocity Interactive Group in NDTV Networks Plc., erstwhile subsidiary of the Company, as a “sham transaction”. This follows an earlier similar order for AY 2009-10, calling the investment by NBCU - a subsidiary of General Electric - also a “sham transaction”. Fuse Media Group is a respected and leading Silicon Valley investment company. Based on the legal advice received from senior counsel, the Company strongly believes that the said order is untenable and misconceived. The Company has filed an appeal against the order before CIT(A) alongwith the stay application before Assessing Officer.

2. PROCEEDINGS BEFORE THE SECURITIES APPELLATE TRIBUNAL (“SAT”) AND THE SECURITIES & EXCHANGE BOARD OF INDIA (“SEBI”)

a. Proceedings before SAT

During the year 2015-16, the Company had received a show cause notice from the Securities & Exchange Board of India (“SEBI”) for alleged violation of clause 36 of the erstwhile Listing Agreement regarding non-disclosure of alleged tax demand of Rs. 450 crores as detailed above. SEBI had then passed an Order under Section 23A and Section 23E of the Securities Contracts (Regulation) Act, 1956 levying a penalty of Rs. 2 crores on the Company. The Company had filed an appeal with SAT against the said Order. However, the Board of Directors, in the interest of all the stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application with SEBI. The settlement application was filed by the Company, Executive Directors and erstwhile officers of the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 23, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Hon’ble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI vide order dated August 31, 2017 (as mentioned in point ‘b’ below). The Company had also re-filed the settlement application on September 29, 2017. The said settlement application and the Writ Petition are currently pending.

b. Notice issued by SEBI for alleged non-disclosures under SEBI Takeover Regulations

During the year 2016-17, SEBI had issued a notice to the Company and its Promoters, with regard to certain alleged non-compliances related to delay/non-filing of disclosures in the previous years, under SEBI Takeover Regulations, which were technical/procedural in nature. The Board of Directors of the Company, in interest of all stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application for some of the alleged non-disclosures with SEBI. The settlement application was filed by the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 31, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Hon’ble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI order dated August 23, 2017 (as mentioned in point ‘a’ above). The Writ Petition filed by the Company is currently pending before the Hon’ble High Court of Bombay.

c. SEBI order dated March 16, 2018

SEBI had passed an order dated March 16, 2018 imposing a fine of Rs. 10 lacs on the Company and Rs. 3 lacs each on certain executives of the Company for certain delayed disclosures under the erstwhile Listing Agreement and the Insider Trading Regulations. The Company along with its executives (including ex-executives) had filed an appeal before the Hon’ble SAT on May 7, 2018 against the said order. The said appeal is currently pending before SAT.

3. SHOW CAUSE NOTICE ISSUED BY THE ENFORCEMENT DIRECTORATE

During November, 2015 the Company, two of its executive Directors, a late officer and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with the Company) received a show cause notice (“SCN”) from the Directorate of Enforcement (“ED”) as to why adjudication proceedings should not be held for alleged contraventions of provisions under Foreign Exchange Management Act, 1999 and regulations made thereunder. As per SCN, the contraventions are in relation to the funds raised by the Company’s foreign subsidiaries during previous years.

The Company with the approval of Board of Directors had filed application(s) with the Reserve Bank of India (“RBI”) for compounding of the contraventions alleged in the SCN. The Compounding application(s) were returned by RBI with an advice to the Company to approach its Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter. In the meanwhile, the ED had issued a notice initiating the adjudication proceedings in the matters referred to in the earlier SCN.

The Company had thereafter filed a Writ Petition before the Hon’ble High Court of Bombay (“the Court”) against the RBI and ED. On June 26, 2018 the Court directed RBI to consider the compounding application(s) filed by the Company. The Court ruled in favour of the Writ Petition filed by the Company against the RBI and ED and quashed the directive issued by ED to RBI which had prevented the compounding. Further on August 06, 2018, the Company has filed a compounding application with RBI for compounding of certain contraventions as alleged by ED against the Company, in the said SCN.

4. ORDER ON REPORTING OF KATHUA RAPE CASE

In April 2018, the Hon’ble High Court of Delhi (“the Court”) had taken suo moto cognizance against several electronic and print media organizations, including the Company, in relation to reporting of an incident disclosing the identity of an eight year old victim of gang rape and murder in Kathua District, Jammu & Kashmir.

During the Court proceedings on April 18, 2018, the Company as well as the other respondent media houses submitted their willingness to deposit amounts with the Jammu & Kashmir State Legal Services Authority to be used towards compensation to victim and family of victim of sexual violence. Accordingly, the Company deposited an amount of Rs. 10 lacs in the manner as provided in the aforesaid order. Vide order dated 8th August 2018, the Court quashed the proceedings qua the media houses (including the Company) who has furnished their affidavits of apology and deposited the aforesaid amount with the Court.

EMPLOYEE STOCK PURCHASE SCHEME 2009 (ESPS - 2009)

The Company had in earlier years instituted the Employee Stock Purchase Scheme 2009 (“the Scheme”) in accordance with the SEBI Guidelines for employees of the Company and its subsidiaries by allotting shares thereunder. The Scheme was approved by the shareholders of the Company, on March 10, 2009, through postal ballot. During the financial year ended March 31, 2018, there have been no issue, allotment and exercise of shares under the Scheme and no material changes have taken place in the Scheme. The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the details are also placed on website of the Company at http://www.ndtv.com/agm 2018. The Scheme provides for issue and allotment of not exceeding 21,46,540 Equity Shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

Disclosures in compliance with SEBI Guidelines, as amended, are set below:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The Company is not an energy intensive unit, however regular efforts are made to conserve energy. Some of the steps taken by the Company towards energy conservation are as under:

- Use of double glazed glasses for most of the windows facing exterior side, to optimize the air-conditioning and prevent heat transfer;

- Adoption of LED light technology in studios and office premises to reduce the power consumption;

- Adoption of VRV technology for air-conditioning in office areas to reduce electricity consumption; and

- Installation of motion sensors in cabins/washrooms to switch off lights and air-conditioners.

B. Technology Absorption (Research and Development)

The Company continuously make efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the financial year, under review the Company had foreign exchange earnings of Rs. 362.53 million (previous year Rs. 393.79 million). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy and professional fees, repairs and maintenance, distribution and marketing fees and other expenses amounted to Rs. 125.49 million (previous year Rs. 126.30 million). Outgo on account of capital goods and others was Rs. 4.34 million (previous year Rs. 8.53 million).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith marked as Annexure 5 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company, during office hours between 1.00 p.m. and 3.00 p.m. on all working days, excluding Saturdays, prior to the date of Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

GENERAL

Except as disclosed, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

Statutory Auditors of the Company have not reported incident related to fraud during the financial year 2017-18 to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

NDTV Group has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). The Internal Complaints Committee (“ICC”) has been set up to redress complaints received regarding sexual harassment. During the financial period under review, one complaint was received by the ICC and it was resolved after due process within the prescribed time. There have also been regular training and awareness sessions organized as per the requirement of the aforesaid Act.

ACKNOWLEDGEMENTS

Your Directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.

For and on behalf of the Board

Dr. Prannoy Roy

Executive Co-Chairperson

DIN:00025576

Radhika Roy

Executive Co- Chairperson

DIN: 00025625

Place : New Delhi

Date : August 8, 2018