LETTER TO THE SHAREHOLDERS

An excerpt of the message from the Chairman of the Board, Mr. Adil Zainulbhai to his
shareholders is given below.

After the transfer of Network18s ownership, in July 2014, to the Independent Media Trust (of which
Reliance Industries Limited is the sole beneficiary), the new management that was brought in to scale the
business post the acquisition has, in these last few months, unveiled a slew of measures aimed at
consolidating the organisation and preparing it for future growth. Keeping pace with the industry
developments, major media and entertainment players are continuously evolving their strategies to stay
ahead of the curve. Tailored content for audiences across geographies is helping them connect deeper
with consumers domestically and globally. Regional aspirations are further guiding content strategies,
creating more touch points for industry players.

Transition through restructuring

As a reputed and leading player across genres and regions, Network18 is also proactively working
towards reating greater synergies through its business fabric. Currently in a transitional phase, steered
by a far-sighted, uture-driven strategy, the Company is working towards a holistic restructuring of its
business model to ensure greater profitability.

Networking holistically for life

Network18s bouquet of offerings spans the complete media and entertainment value chain,
encompassing not just news and entertainment but a multi-faceted portfolio of information, content,
transactions and shopping. The vital importance of each of these facets to the organisational goals is
evident from their revenue mix 42 per cent from entertainment business, 26 per cent from news, 23 per
cent from digital and 9 per cent from other business.

Consolidation and Expansion

Network18 launched five new TV channels during FY15, while concurrently closing down 13 loss-making
publications in the print media, with an aim to facilitate enhancement reach to their ever expanding
audience base. Digital businesses were on top of their agenda. Entertainment, in particular, has been a key
driver of the Companys growth and they brought ETV entertainment channels under the Colors
umbrella during the year to leverage the strengths of the Viacom18 business in expanding this segment .

Streamlining the Network

The streamlining process of systems was adopted to not only enhance efficiency levels but also scale.
Viacom18 Business was then on SAP and the team was set to shift TV18 to this platform during FY16.
With an early mover advantage, desire to exploit the potential that 4G offers to the mobile entertainment
business was shown. Entertainment is an area which offers immense potential for growth. As the process
of consolidation culminates in a more vibrant, dynamic and robust organisation, exceptional
opportunities for growth helping the Company garner an even bigger share of the industry pie in the
coming years is foreseen.

With best wishes,

(Adil Zainulbhai)
Chairman of the Board
Network18 Media & Investments Limited
 OUR BRANDS
2013- 2014- 2015- 2016-
TELEVISION BUSINESS 14 15 16 17
CNBC-TV 18
CNBC-TV 18 Prime HD
CNBC-Awaaz
CNBC-Bajar Business News
CNN-IBN
News 18 India
IBN 7
IBN Lokmat
News 18 General News
ETV News Gujarati
ETV News Urdu
ETV News Kannada
ETV News Kerala
ETV News Tamil Nadu
ETV News Assam-North East
ETV News Bangla
ETV News Odia
ETV News Rajasthan
ETV News Uttar Pradesh-
Uttarakhand
ETV News Madhya Pradesh-
Chattisgarh
ETV News Bihar-Jharkhand
ETV News Haryana-Himachal
Pradesh
News 18 Punjab
News 18 Goa
News 18 J&K
News 18 Lokmat Regional News
Colors
Colors HD
Rishtey Hindi Entertainment
Colors Marathi
Colors Marathi HD
Colors Kannada
Colors Kannada HD
Colors Super
Colors Bangla
Colors Bangla HD
Colors Odia
Colors Gujarati
Colors Tamil
Colors Malayalam Regional Entertainment
MTV India
MTV Beats
MTV Indies Music Entertainment
VH1
Comedy Central
Colors Infinity English Entertainment
Nickelodian
Sonic Nickelodian
Nick Junior/Teen Nickelodian
Nick HD+ Kids Entertainment
FYI
History TV18 Infotainment
Viacom18 Motion Pictures Filmed Entertainment
Homeshop18
Bookmyshow.com Digital Commerce
PRINT/PUBLICATION BUSINESS
Forbes India
Overdrive
Better Photography
Better Interiors Publishing
Colosceum Media Pvt. Ltd.
Topper TV
Yatra Allied Investments
DIGITAL BUSINESS
Voot
Burrp.com
IBNLive
Moneycontrol.com
Firstpost.com
News18.com
Pradesh18.com
In.com Digital Business
India Cast Media Distribution Pvt. Content Asset
Ltd. Monetisation
 Management Discussion & Analysis

Overview
Network18 Media & Investments Limited is a leading media and entertainment company in India, with
interests in television, internet, filmed entertainment, digital commerce, magazines, mobile content and
allied businesses. It has an extensive outreach attracting an average of 229 million television viewers1 and
an average of over 27 million unique visitors per month2 on its websites. Network18s digital content and
commerce segment include the countrys leading digital content properties such as moneycontrol.com,
ibnlive.com, in.com, burrp.com,
News18.com and firstpost.com. It also operates digital commerce brands HomeShop18 and
bookmyshow.com, and publishes Forbes India, Indias first local edition of a foreign news magazine title
in collaboration with Forbes Media. In addition, Network18 has a presence in the special interest
publishing space through its magazines - Overdrive, Better Photography and Better Interiors. Through its
subsidiary, TV18 Broadcast Limited, Network18 operates one of Indias most popular television
broadcasting networks comprising of channels such as CNBC- TV18, CNBC Awaaz, CNBC Bajar, CNBCTV18
Prime HD, CNN-IBN, IBN7 and 10 regional news channels under the ETV bouquet. Apart from the regional
news channels, TV18 also operates five regional entertainment channels through its subsidiary. TV18 also
has joint ventures with Viacom Viacom18 for entertainment channels and film business; A+E Networks
History TV18 for factual entertainment; and the Lokmat group IBN Lokmat for a Marathi regional
news channel. TV18 and Viacom18 have formed a strategic joint venture called IndiaCast, a multi-
platform content asset monetisation entity mandated to drive distribution, placement services an
content syndication.

Key Highlights
INDIAN MEDIA AND ENTERTAINMENT INDUSTRY: Size and Projections

Television Business

The Companys television business showed sustained growth during the year across genres. Network18 retained its
leadership ranking across general and business news, with one new channel (CNBC Bajar) augmenting its strength
in the business news genre. Innovative content and revamped programmes helped the Company maintain its
rankings in the general news genre, gaining in popularity across national, regional and global audiences. At the
regional level, the ETV news channel bouquet made major strides in viewership with the addition of five new
channels (Odia, Gujarati, Haryana/ Himachal Pradesh, Kannada and Bangla). Regional entertainment channels
under the Colors brand also showed exemplary growth, in line with the growth posted by Colors Hindi entertainment
channel. MTV once again led in popularity in the music genre, while Vh1 and Comedy Central lured audiences with
their new shows and entertaining content. The kids genre also recorded high growth on the back of various
initiatives to strengthen audience engagement. In keeping with the Groups uptrend, IBN7 and History TV18 were no
exceptions and also showed exemplary growth during the year.
TV Industry Revenue (in ` billion)

Film Business

Network18s film business continued to expand its offerings with a stream of critically and commercially
successful films across Hindi, Hollywood and regional categories. With films like Queen, Mary Kom
and Manjunath, Viacom18 Motion Pictures made an indelible mark in the business, as many of these
films went on to win several top-ranking awards during the year. Through its strategic alliance with
Paramount Pictures, the studio also released several international blockbusters, which set the box-office
ringing in the Indian market.

Digital Business

The digital sweep in the country has opened up major avenues for growth for established players like
Network18. During the year under review, the Company leveraged its brand and content strength to grow
across websites, mobile applications and e-commerce business. Several ground breaking initiatives
across media platforms enabled the Company to grow its market share in the digital business, as
endorsed by the number of visitors and downloads on web and social media, as well as mobile platforms.
The e-commerce business continued to pick up momentum across the pioneering HomeShop18 television
channel and bookmyshow.com portals. Homeshop18 has strategically scaled down its digital home
shopping business to leverage the potential in the TV home shopping segment, which it dominates with
its innovative initiatives.

Print/Publications

In a strategic move aimed at consolidation of its print business, Network18 closed down 13 loss-
making publications during the year. The Companys four key niche publications Forbes India,
Overdrive, Better Photography and Better Interiors continued to enjoy excellent response from readers.

Print Media Expected Growth

 Financial Performance

Revenue from operations was lower than previous year mainly due to discontinuance of 13 magazines
and events business. This resulted in reduction in operating expenses.
Operating loss reduced by ` 51.7 Crores from a loss of ` 69.9 Crores in FY14 to ` 18.2 Crores in FY15.
Other income in FY15 was lower than previous year by ` 38.6 Crores mainly due to reduction in
interest and dividend income and business support services.
Finance cost marginally increased from ` 53.9 Crores to ` 57.5 Crores due to higher borrowing. During
the year, the Company fully repaid outstanding public deposits of ` 459 Crores.
During the year, the Company made a one-time adjustment to the profit and loss account of ` 619.7
Crores. This adjustment will not impact future operating profits and cash flows.
The adjustments, made by way of exceptional items to the profit and loss account, were based on a
review of the carrying costs of the investments, current and non-current assets of the Company. These
adjustments reflect the diminution in the value of certain tangible and intangible assets as well as
write-offs and provisions for loans and advances and receivables.

Network18 Media & Investments Limiteds consolidated revenues for FY15 stood at ` 3,126.6
Crores, growing by 16 per cent over the previous year.
Operating profits grew by 92 per cent to ` 153.0 Crores in FY15 from ` 79.6 Crores in FY14.
Finance cost reduced from ` 122.5 Crores in FY14 to ` 113.2 Crores in FY15, due to refinancing of
high cost debts and borrowing by issuing commercial papers.
FY15 Profit Before Tax (before exceptional and prior period items) stood at ` 29.4 Crores, turning
positive from a loss of ` 68.5 Crores in FY14.
During the year, Network18 Group companies made one-time adjustment to the profit and loss
account of ` 1,119.4 Crores. This adjustment will not impact future operating profit and cash
flows.
The adjustments, made by way of exceptional items to the profit and loss account, were based on
a review of the carrying costs of the investments, current and non-current assets of the Company.
These adjustments reflect the diminution in the value of certain tangible and intangible assets as
well as write-offs and provisions for loans and advances and receivables.
 2014-2015 (in Lakhs) 2013-2014 (in Lakhs)
TOTAL REVENUE/INCOME 3,19,138.15 2,74,954.64
TOTAL EXPENSES 3,16,196.82 2,81,805.76
PROFIT/LOSS (before tax) 2,941.33 6,851.12
PROFIT/LOSS (after tax) 1,05,990.88 3,677.15
 BOARDS REPORT
ACQUISITION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST
Consequent to acquisition of control of the company by Independent Media Trust, of which Reliance
Industries Limited is the sole beneficiary, IMT had made an open offer to the shareholders of the company
in terms of provisions of the Securities & Exchange Board of India Regulations, 2011 and the same was
completed in the year.
The Financial Performance of the Company for the year, ended March 31, 2015 is summarized below:

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, the Company recorded an operating turnover of 74.3 Crores (previous
year- 102 Crores). The consolidated revenue from operation of the Company and its subsidiaries/joint
venture was 3,126.6 Crores as against 2,692.4 Crores in the previous year. Profit Before Tax on a
consolidated basis was 29.4 Crores, turning positive from a loss of 68.5 Crores in FY2013-14.

KEY MANAGERIAL PERSONNEL

The Board of Directors appointed Mr. A.P. Parigi as Group Chief Executive Officer- Network 18 w.e.f.
January 29, 2015. Mr. Hariharan Mahadevan was appointed as Chief Financial Officer of the Company
w.e.f. November 27, 2014. Further, Ms. Kshipra Jatana was appointed as the Manager of the Company for
a period of five years w.e.f. Novenber 27, 2014.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, B.K. Holding Limited, Mauritius and Capital18 Limited, Mauritius ceased to
be Companys subsidiaries. Further, IBN Lokmat News Pvt. Ltd, Indiacast Media Distribution Pvt Ltd,
Indiacast UTV Media Distribution Pvt Ltd, Indiacast UK Limited, Indiacast US Limited, Viacom18 Media
Pvt Ltd Roptional Ltd, Viacom18 US Inc. and Viacom18 Media (UK) Limited have become subsidiaries of
the Company.

RISK ASSESMENT/ MANAGEMENT

The Company formulated and adopted a Risk Management Policy. The Policy is framed to identify the
element of risk for achieving the business objective and to provide reasonable assurance that all the
material risks, misstatements, frauds or violation of laws and regulations will be mitigated.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board appointed Chandrasekaran Associates, the Company Secretaries, to conduct the Secretarial
Audit for the financial year 2014-15.

EXTARCT OF ANNUAL RETURN