Next Mediaworks Ltd - Annual Report 2021

Ref: NMW/CS/03/2021 June 16, 2021

National Stock Exchange of India Limited Exchange Plaza, C-1 Block G. Bandra Kurla Complex, Bandra East Mumbai- 400051

BSE Limited 25th Floor, P J Towers Dalal Street Mumbai - 400001

Trading Symbol: NEXTMEDIA

Security Code: 532416

Sub: Intimation of outcome of the Board Meeting held on 16th June, 2021 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("SEBI LODR")

This is to inform you that the Board of Directors of the Company at its meeting held today, i.e. 16th June, 2021 (which commenced at 01:15 P.M. and concluded at 01:25 P.M.) has, inter-alia, transacted the following businesses:-

1. Approved and taken on record the Audited (Standalone and Consolidated) Financial Results of the Company for the quarter and financial year ended on 31st March, 2021 (AFRs) pursuant to Regulation 33 of SEBI LODR.
1. Approved the Audited (Standalone and Consolidated) Financial Statements of the Company, prepared pursuant to applicable provisions of the Companies Act, 2013, for the financial year ended on 31st March, 2021.
1. Designated Mr. Praveen Someshwar (Non-executive Director) as Chairman of the Board.

Further, we are enclosing herewith the following:

1. AFRs alongwith the Auditor's Report thereon (Annexure-1); and
1. Declaration of Chief Financial Officer on Unmodified Opinion in the Auditor's Report for Financial Year 2020-21 (Annexure-2)

This is for your information and record.

Thanking you,

Yours faithfully,

For Next Mediaworks Limited

(Diksha Singh) Company Secretary

Encl.: As above

Unit 701 A, 7th Floor, Tower-2, lndiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 01 3, Ph.:+91 22 44104104 Website: www.nextmediaworks.com, GIN: L22100MH1 981PLC024052 E-mail:

[email protected]

Chartered Accountants

Building No. 10, 12111 Floor, Tower-C, DLF Cyber City, Phase-II, Gurugram -122 002, lndla

Telephone: +91 124 719 1000 Fax: +91 124 235 8613

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF Next Mediaworks Limited

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of Next Mediaworks Limited (hereinafter referred to as the "Company") for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone annual financial results:

a. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results section of our report. We are independent of the Company, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our opinion on the Standalone annual financial results.

Management's and Board of Directors' Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under

Principal Office: 14th Floor, Central B Wing and Nonh C Wing. Nesco IT Park 4, Nesco Center. Western Express Highway, Goregaon (East), Mumbai - 400063, India

Section 133 of the Act and other accounting principles general ly accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls. that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone annual financial results that give a true and foir view and arc free from material misstatement, whether due to fraud or error.

In preparing the standalone annual financial results, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going concern. disclosing, as applicable, mailers related to going concern and using the going concern basis of accounting unless the Board or Directors either intends to liquidate the Company or 10 cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone annual financial results as a whole arc free from marerial misstatement. whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is 1101 a guarantee that an audit conducted in accordance with S/\s will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone annual financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement or the standalone annual financial results, whether due 10 fraud or error. design and perform audit procedures responsive 10 those risks. and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstateme111 resulting from fraud is higher than for one resulting from error, as fraud may involve collusion. forgery. intentional omissions, misrepresentations. or the override o f internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act. we are also responsible for expressing our opinion through a separate repori on the complete set of financia l statements on whether the company has adequate internal financial controls with reference 10 financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial results made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use o f the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainly ex ists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. I f we conclude that a material uncertainty ex ists, we are required

to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The standalone annual financial results include the results for the quarter ended 31 March 2021 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For B S R and Associates Chartered Accountants Firm's Registration No.12890 I W

Rajesh Arora Partner Membership Number: 076124 UDIN:21076 I 24AAAABX9698

Place: Gurugram Date: 16 June 2021

l'-IE>C- EC>lWC>K.5- LlI-EC>

Regd Office: Unit 701 A, 7th Floor, Tower-2, lndiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013 Email ID : [email protected] Website : www.nextmediaworks.com CIN· L22100MH1981PLC024052 Tel No· 022-44104104

	Statement of Audited Standalone financial Results for the three months and year ended March 31, 2021					IINR in Lakhs except per share data}
				Standalone
			Three months Ended		Year Ended
	Sr. Particulars	March 31, 2021lrefer note 31	December 31,2020	March 31, 2020lrefer note 31	March 31, 2021	March 31, 2020
No.		(Audited)	(Unaudited)	(Audited)(Revised)/Refer note 61	(Audited)	(Audited)(Revised)(Refer note 61
	1 Incomea) Revenue from operationsb) Other incomeTotal income	---	---	-1212	-2525	-229229
	2 Expenses(a) Employee benefit expenses(b) Finance costs(c) Other expensesTotal expenses	7344283	9362671	8293673	31139104274	44139123306
3	Loss before exceptional items and tax (1-21	1831	1711	161'	1249}	(77}
	Loss before finance costs, depreciation and amortization4 expenses and tax IEBITDAI and exceptional items 13+2bl	149)	(35)	132'	1110)	62
	5 Exceptional items (loss)	-	-	(2,018)	-	(2,018)
6	Loss before tax (3+5}	(83)	1711	12,079	1249}	(2,095}
	7 Tax expenseCurrent TaxDeferred TaxTotal tax expense	---	---	---	---	---
8	Net loss after tax for the oeriod (6-7)	183)	(71)	12,079'	12491	12,095)
	9 Other Comprehensive Income (OCI) net of taxesItems that will not to be reclassified subseguentlll to !;!rofit orloss
	Remeasurement of defined benefit plans (net of tax) •	-	-	1	-	2
	10 Total Comprehensive loss for the period (8+9)	(83)	(71)	(2,078)	(249)	(2,093)
	11 Paid up equity share capital (Face value INR 10 per share)	6,689	6,689	6,689	6,689	6,689
	12 Other equity excluding Revaluation Reserves as per auditedbalance sheet				(6,284)	(6,036)
	13 Loss Per Share (of INR 10 each)Basic and Diluted	Not Annualised(0.12)	Not Annualised(0.11)	Not Annualised(3.11)	(0.37)	(3.13)

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

Notes:

The above standalone financial results for the three months and year ended March 31 , 2021 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on June 16, 2021 . The Statutory Auditors of the Company have carried out an audit pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI (LODR)') as amended and have issued an unmodified opinion.
2 The standalone financial results have been prepared in accordance with the Indian Accounting Standards ('Ind-AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.
3 The figures for the three months ended March 31 , 2020 are balancing figures between the revised audited figures in respect of the previous financial year and the revised published year to date figures upto December 31 , 2019, being the end of the third quarter of the previous financial year, which were subjected to limited review.

The figures for the three months ended March 31 , 2021 are balancing figures between the audited figures in respect of the financial year and the year to date figures upto December 31 , 2020, being the end of the third quarter of the financial year, which were subjected to limited review.

4 Considering the nature of operations, the Company has concluded that there is only one operating segment as per Ind AS 108 "Operating Segments". Accordingly, no separate disclosure of segment information has been made.
5 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operations and financial results of the Company for the quarter and year ended March 31, 2021. The Company has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Company's financial information will be continuously made and provided for as required.
6 HT Media Limited (Holding Company), received a whistleblower complaint in August 2020 from a named employee of the radio business on his last working day ("WB Complaint"). The WB Complaint alleged anomalies resulting in deficiencies in certain financial reporting processes of the radio business of the Company's Subsidiary i.e. Next Radio Limited. The Holding Company and the Company, in accordance with their whistleblower policy, and as confirmed by the Audit Committees appointed an independent law firm which worked closely with an independent accounting firm for an in-depth comprehensive review. The said investigation brought out practices indicating the following deficiencies and lapses during financial years 2019-20 and 2020-21 :

a. Practice of pre-billing (i.e. billing and booking revenue for services yet to be consumed/ delivered) resulting in reporting of higher revenue in financial statements. Such billing remained unconsumed/ undelivered.

b. Potential manipulation of debtor ageing by issuance of inappropriate credit notes and additional invoices to avoid higher provisioning for bad debts.

c. Circulating improper balance confirmation requests (by including invoices without delivery/ requests for advertisement) to customers (with such balances either remaining unconfirmed or disputed) resulting in reporting higher revenue.

d. Potentially improper credit approvals including forced/ credit approval under protest at the instructions of senior management of the Radio business.

Further, based on a very detailed investigation performed, the investigating team and the management concluded that the above mentioned findings were confined to a stream of revenue ('Non FCT) of radio business of the above mentioned subsidiary only and were not pervasive across other financial statement captions. The said investigation did not reveal existence of any personal profiteering or siphoning of funds or embezzlement or misappropriation of funds.

The final findings of the investigation were presented to the Audit Committee and Board of Directors of the Company and the Holding Company, including multiple status update briefings in the interim. The Board of Directors considered the investigation report and expressed its concurrence with the follow-up actions recommended by the Audit Committee, which include (i) actions against the Company's personnel identified as responsible for the misdemeanor; (ii) further strengthening internal control framework and centralized revenue assurance function; (iii) strengthening governance and communication around Whistleblower (WB) and Code of Conduct (COC) process; and (iv) redefining values and culture for the organisation and digitize the program. During the current year, the management undertook the following initiatives: (a) strengthening the internal financial controls and processes; and (b) changes in HR policies and practices with emphasis on strict implementation of ethical codes and practices.

As an outcome of the above investigation, management has revised the comparative information as disclosed in these standalone financial results.

The Company has made an assessment of and believes that it has provided for the financial impact arising from this matter including noncompliances with laws and regulations, to the extent identified and believes that the additional financial impact, if any, arising from adjustments due to instances other than those identified is not expected to be material.

The findings of the investigation have direct (as quantified in the investigation report) and consequential impact on certain other financial statement captions.

7 A composite Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for merger of Next Mediaworks Limited (NMWL), Digicontent Limited (DCL) and HT Mobile Solutions Limited (HTMSL) with HT Media Limited (HTML) ("Scheme"), has been approved by the respective Board of Directors of companies at their meetings held on February 11 , 2021, subject to requisite approval(s). The application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed with both, NSE and BSE and their approval is awaited. Pending sanction of the scheme, impact thereof has not been considered in NMW's standalone results for FY 2020-21.
8 The Company has incurred losses in the current year and has accumulated losses as at 31 March 2021, which has resulted in substantial erosion of its net worth as at 31 March 2021. However, the Company's current assets exceed the current liabilities as at 31 March 2021. Basis the carrying value of its investment in Next Radio Limited (Material subsidiary company) , the Company believes the same can be used to settle the non-current liabilities. The Company also believes its current assets (financial and non-financial) as at 31 March 2021 will enable ii to meet its known future obligations due in next year from the reporting date, in the ordinary course of business. Further, the Company has received a letter of support from its Holding Company, where in the holding company has agreed to provide financial support to the Company. In view of the above, use of going concern assumption has been considered appropriate in preparation of these standalone financial results.
9 The certificate of CEO and CFO pursuant to Regulation 33 of SEBI (LODR), in respect of the above results has been placed before the Board of Directors.

10 Standalone Balance sheet as at

			(INR in Lakhs)
		As atMarch 31, 2021	As atMarch 31, 2020
		(Audited)	(Audited)(Revised)(Refer note 6)
I	ASSETS
1)	Non current assets
	Financial assetsa)
	i) Investment in subsidiary	2,174	2,174
	b)Income tax assets	152	152
	Total Non-current assets	2 326	2,326
2)	Current assets
	a)Financial assets
	i) Investments	-	57
	ii) Trade receivables	29	29
	ii) Cash and cash equivalents	16	39
	iii) Loans*	-	-
	b)Other current assets	23	9
	Total current assets	68	134
	TOT AL ASSETS	2 394	2 460

II	EQUITY AND LIABILITIES
1)	Equity
	a)Equity share capital	6,689	6,689
	b)Other equity	(6,284)	(6,036)
	Total equity	405	653
2)	Liabilities
	Non-current liabilities
	a)Financial Liabilities
	i) Borrowings	1,347	1,227
	ii) Other financial liabilities	590	463
	b)Provisions	3	3
	Total non-current liabilities	1,940	1,693
	Current liabilities
	Financial liabilitiesa)
	i) Borrowings	-	25
	ii) Trade payables
	(a)Total outstanding dues of micro enterprises and	-	-
	small enterprises
	(b)Total outstanding dues of creditors other than of	45	37
	micro enterprises and small enterprises
	iii) Other financial liabilities	1	49
	b)Other current liabilities	1	3
	c)Provisions *	2	-
	Total current liabilities	49	114
	Total liabilities	1,989	1,807
	TOTAL EQUITY AND LIABILITIES	2,394	2 460

* INR less than 50,000/- has been rounded off to Nil.

11 Standalone Cash Flow Statement for the year ended March 31, 2021 is given below :

Particulars	March 31, 2021	(INR In Lakhs)March 31, 2020
	(Audited)	(Audited)(Revised)/Refer note 6)
Cash flows from operating activities:
Loss before tax	(249)	(2,095)
Adjustments for :
Security deposit written off•	-	-
Interest cost on borrowings	139	139
Finance income from financial guarantee
	(23)	(40)
Interest income - other •Impairment of investment in subsidiaries (exceptional item)	-	-
Net gain on sale of property, plant and equipment	-	2,018
	-	(180)
Liabilities no longer required written back	(1)	(3)
Dividend Income	(1)	(2)
Changes in operating assets and liabilities:
Increase in trade and other receivables	-	(29)
(lncrease)/decrease in Current and Non Current Financial Assets and	(14)	25
Other Current and Non Current Assets
Decrease in contract assets	-	22
lncrease/(decrease) in trade payables, other current financial liabilities,	7	(17)
other non-current financial liabilities, current provisions and non-current
provisions
Cash flow used in operating activities	(142)	(162)
Income tax oaid •	-	(4l
Net cash flows used in operatinq activities (A)	(142]	(166)
Cash flows from investing activities:
Proceeds from sale of Investment properties	-	200
Proceeds from sale of shares held by ESOP trust	-	4
Proceeds from Sale of Investment	57	-
Dividend received	1	-
Net cash flows aenerated from investing activities (Bl	58	204

Cash flows from financing activities:Proceeds from borrowings
Repayment of borrowings	120	1,213
Interest oaid	(25)(34]	(1,175)(38]
Net cash flows from financina activities IC l •
	61	-
Net increase/ (decrease) in cash and cash equivalents (D= A+B+C)	(23)	38
Cash and cash equivalents at the beqinnina of the vear (E l	39	1
Cash and cash eauivalents at vear end ID+El	16	39

Particulars	March 31, 2021(Audited)	March 31 , 2020(Audited)(Revised)(Refer note 6)
Components of cash & cash equivalents as at end of the year
Balances with banks
-in current accounts	16	39
Cash on hand	-	-
Cash and cash equivalents as per Cash flow Statement	16	39

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

The above Standalone Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian Accounting Standard (Ind AS) 7 - on "Statements Cash flows", as notified under section 133 of the Companies Act, 2013, read with relevant rules thereunder.

For and on behalf of the

Place: New Delhi Date: June 16, 2021

Chartered Accountants

Building No. 10, 12'" Floor, Tower-C, DLF Cyber City, Phase -11, Gurugram -122 002, India

Telephone: +91 124 719 1000 Fox: +91 124 235 8613

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF Next Mediaworks Limited

Report on the audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of Next Media works Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), for the year ended 3 I March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditor on separate audited financial statements of the subsidiary, the aforesaid consolidated annual financial results:

a. include the annual financial results of the following entities:

Holding Company:

Next Mediaworks Limited

Subsidiaries:

(i) Next Radio Limited
(ii) Syngience Broadcast Ahmedabad Limited
b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net loss and other comprehensive income and other financial information of the Group for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 (''the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsihililies for 1he A udil of 1he Conso/idaled Annual Financial Resulls section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and

Principal Office: 14th Floor, Central 8 Wing and Nonh C Wing. Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063, India

we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditor referred to in sub paragraph (a) of the "Other Mailers" paragraph below. is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

Management's and Board of Di rectors' Responsibilities for the Consolidated Annual Financial Results

These consol idated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company' s Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other fi nancial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles general ly accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respecti ve Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; nrnkingjuclgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls. that were operating effectively for ensuring accuracy and completeness of the accounting records. relevant to the preparation and presentation of the consol idated annual financial results that give a true and fair view and are free from material misstatement, whether clue to fraud or error. which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results. the Management and the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing. as appl icable. matters related to going concern and using the going concern basis of accounting unless the respective 13oard of Directors either intends to liquidate the company or to cease operations. or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Annua l Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results as a whole are free from material misstatement. whether due to fraud or error. and to issue an auditor"s report that includes our opinion. Reasonable assurance is a high level of assurance. but is not a guarantee that an audit conducted in accordance w ith SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and arc considered material if, individually or in the aggregate. they could reasonably be expected to innuence the economic decisions of users taken on the basis of these consol idated annual linancial results.

As pan of an audit in accordance with SAs. we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks. and obtain audit evidence that is sufficient rind appropririte to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated financial results made by the Management and Board of Directors.
Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entity included in the consolidated annual financial results, which have been audited by other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in para (a) of the section titled "Other Matters" in this audit report.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also performed procedures in accordance with the circular No CIR/CFO/CMD 1/44/2019 issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

a. The consolidated annual financial results include the audited financial statements of one subsidiary, whose financial statements reflect Group' s share of total assets (before consolidation adjustment) of Rs. 195 lakhs as at 3 1 March 202 1. Group's share of total revenue (before consolidation adjustment) of Rs. 16 lakhs and Group's share of total net profit after tax (before consolidation adjustment) of Rs. 6 lakhs and Group's share of net cash outflows (before consolidation adjustment) of Rs I lakh for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by the subsidiary's independent auditor. The independent auditors' reports on financial statements of the subsidiary has been furnished to us by the management and our opinion on the consolidated annual financial results. in so far as it relates to the amounts and disclosures included in respect of this entity. is based solely on the report of such auditor and the procedures performed by us are as staled in paragraph above.

Our opinion on the consolidated annual financial results is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor.

b. The consolidated annual financial results include the results for the quarter ended 3 1 March 202 1 being the balancing figure between the audited figures in respect of the full financial year and the publ ished unaudited year to date figures up to the third qua11er of the current financial year which were subject to limited review by us.

For B S R and Associates Chanered Accountants Finn ·s Registration No. 12890 I W

Rajcsh Arora Partner M embership Numbcr:076 124 UDIN :2 10761 24AAAABW7045

Place: Gurugram Date: 16 June 202 1

Regd Office: Unit 701 A, 7th Floor, Tower-2, lndiabulls Finance CeQtre, Senapati Bapat Marg, Elphinstone Road, Mumbai - 400 013 Email ID : [email protected] Website : www.nextmediaworks.com CIN: L22100MH1981PLC024052 Tel No: 022-44104104

Statement of Audited Consolidated Financial Results for the three months and year ended March 31, 2021 IINR in Lakhs except per share data) Consolidated Three months Ended Year ended Sr. Particulars March 31, 2021 December 31, March 31, 2020 March 31, 2021 March 31, 2020 (refer note 31 2020 /refer note 3\ No. (Audited) (Audited) (Audited) (Unaudited) (Revised) (Audited) (Revised) !Refer note 61 !Refer note 61 1 Income a) Revenue from operations 657 673 1,236 1,949 5,189 b) Other income ,92 16 423 231 649 Total income 749 689 1,659 2,180 5,838 2 Expenses a) Radio license fees 347 347 335 1,390 1,393 b) Employee benefit expenses 192 130 303 916 1,848 c) Finance costs 318 314 311 1,221 1,075 d) Depreciation and amortisation expense 236 237 319 952 1,261 e) Other expenses 333 509 789 1,620 2,409 Total Expenses 1,426 1,537 2,057 6,099 7,986 3 Loss before exceptional items and tax 11-21 (677) (8481 1398 13 919) 121481 (Loss) / Earnings before finance cost, depreciation and amortisation 4 expenses and tax (EBITDA) and exceotional items 13+2c+2dl (123) 12971 232 (1,746) 188 5 Exceptional Items (loss) - - 12,9961 - (2,996) 6 Loss before tax (3+5) (677) (848) 13,3941 (3,919) (5,144) 7 Tax expense (refer note 10) Current Tax - 4 2 4 4 Deferred Tax - - - - - Total tax expense - 4 2 4 4 8 Loss after tax for the period (6-7) (677) (852) (3,396) (3,923) (5,148) a) Attributable to owners of the equity (387) (473) (1,893) (2,1 47) (2,702) bl Non- Controllinq Interest (290; (3791 (1 ,503' /1,776) (2,446 9 Other Comprehensive Income (OCI) net of taxes Items that will not to be reclassified subseguently to 12rofit or loss (a) Remeasurement of defined benefit plans (23) 6 (27) (5) (23) i) Attributable to owners of the equity (12) 3 (13) (3) (11) ii) Non- Controllinq Interest (11) 3 (14 (2) (121 10 Total Comprehensive loss for the period (8+9) (700) (846) (3,423) (3,928) (5,171) a) Attributable to owners of the equity (399) (470) (1,906) (2,150) (2,713) b) Non- Controlling Interest (301) (376) (1,517) (1,778) (2,458) 11 Paid up Equity Share Capital ( Face value INR 10 per share) 6,689 6,689 6,689 6,689 6,689 12 Other equity excluding Revaluation Reserve as per audited balance sheet (10,151) (8,002) Not Annualised Not Annualised Not Annualised 13 Loss Per Share (of INR 10 each)

Basic and Diluted (0.58) (0.71) (2.83) (3.21) (4.04)

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

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Notes:

1 Financial results of the following subsidiaries have been consolidated with the financial results of the Company, hereinafter referrred to as "The Group":

Next Radio Limited

Syngience Broadcast Ahmedabad Limited

2 The above consolidated financial results for the three months and year ended March 31, 2021 were reviewed and recommended by the Audit Committee and were approved by the Board of Directors at their respective meetings held on June 16, 2021 . The Statutory Auditors of the group have carried out an audit of the above results pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, "SEBI (LODR)" as amended and have issued an unmodified opinion.
3 The figures for the three months ended March 31 , 2020 are balancing figures between the revised audited figures in respect of the previous financial year and the revised published year to date figures upto December 31 , 2019, being the end of the third quarter of the previous financial year, which were subjected to limited review.

4 The consolidated financial results have been prepared in accordance with the Indian Accounting Standards ('Ind-AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.
5 The Group is engaged mainly into the business of radio broadcast and entertainment and there are no other reportable segments as per Ind AS 108 on Operating Segments.
6 HT Media Limited (Holding Company), received a whistleblower complaint in August 2020 from a named employee of the radio business on his last working day ("WB Complaint"). The WB Complaint alleged anomalies resulting in deficiencies in certain financial reporting processes of the radio business of the Group. The Holding Company and the Company, in accordance with their whistleblower policy, and as confirmed by Audit Committees appointed an independent law firm which worked closely with an independent accounting firm for an in-depth comprehensive review. The said investigation brought out practices indicating the following deficiencies and lapses during financial years 2019-20 and 2020-21 :

b. Potential manipulation of debtor ageing by issuance of inappropriate credit notes and additional invoices to avoid higher provisioning for bad debts. c. Circulating improper balance confirmation requests (by including invoices without delivery/ requests for advertisement) to customers (with such

balances either remaining unconfirmed or disputed) resulting in reporting higher revenue. d. Potentially improper credit approvals including forced/ credit approval under protest at the instructions of senior management of the Radio business.

Further, based on a very detailed investigation performed, the investigating team and the management concluded that the above mentioned findings were confined to a stream of revenue ('Non FCT') of radio business of the Group and were not pervasive across other financial statement captions. The said investigation did not reveal existence of any personal profiteering or siphoning of funds or embezzlement or misappropriation of funds.

As an outcome of the above investigation, management revised the comparative information as disclosed in the consolidated financial results.

The Group has made an assessment of and believes that it has provided for the financial impact arising from this matter including non-compliances with laws and regulations, to the extent identified and believes that the additional financial impact, if any, arising from adjustments due to instances other than those identified is not expected to be material.

The findings of the investigation have direct (as quantified in the investigation report) and consequential impact on certain other financial statement captions.

7 The Group has incurred losses in the current and previous years which has resulted in complete erosion of its net worth of the Group as at 31 March 2021. However, the Group's current assets exceed the current liabilities as at 31 March 2021. The Group has obtained a letter of support from the Holding Company in order to meet the entire shortfall in its fund requirements, to meet out all the obligations and operational requirements which are in progress. The Group has considered the possible impact of COVID-19 pandemic in the financial projections. Further, the Group believes that obligations falling due beyond one year from the reporting date can also be met from various internal and external sources, in the ordinary course of business. During the current year, the Group has received financial assistance from its Holding Company in the form of long term loan and the Group has undrawn facilities from a Bank. During the year, the Company has repaid all external borrowings due to banks/ financial institutions. In view of the above, the use of going concern assumption has been considered appropriate in preparation of these consolidated financial results.
8 The standalone financial results of the Company for the three months and year ended March 31, 2021 have been filed with BSE and NSE and are also available on Company's website "www.nextmediaworks.com". The key standalone financial information for the three months and year ended March 31 , 2021 are as under:

				IINR in Lakhsl

			Year ended
March 31, 2021(refer note 3)	December 31,2020	March 31, 2020(refer note 3)	March 31, 2021	March 31, 2020
(Audited)	(Unaudited)	(Audited)(Revised)(Refer note 6)	(Audited)	(Audited)(Revised)(Refer note 6)
				-
(83)	(71)	(2 079)	(249)	(2 095)
(83)	(711	(2,0791	(2491	(2 0951
(831	(711	(2 0781	(249)	/2 0931
	-	-	StandaloneThree months ended-	-

9 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operations and financial results of the Group for the three months and year ended March 31 , 2021. The Group has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Group's financial information will be continuously made and provided for as required.
10 Tax expense pertains to subsidiary company viz. Syngience Broadcast Ahmedabad Limited. Tax expense for the year ended March 31, 2021 includes current tax expense of INR 1. 72 lakhs, arising from finalisation of return for the previous year.
11 The subsidiary companies viz. Syngience Broadcast Ahmedabad Limited (SBAL) and Next Radio Limited (NRL) filed a joint application before Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT) on 21st May, 2020 for recall of NCLT's earlier order dated October 5, 2017 sanctioning the Scheme of Arrangement between NRL & SBAL and their respective shareholders & creditors (Scheme) for transfer of Ahmedabad FM Radio Broadcasting business of NRL into SBAL; and reverse all actions that may have been taken on the basis of said NCL T's order including any corporate actions, changes to issued capital, filing with any regulatory authority etc. The said joint application was filed as NRL did not receive approval of Ministry of Information & Broadcasting (MIB) for transfer of Ahmedabad FM Radio license from NRL to SBAL pursuant to the Scheme, as a result of which the Scheme did not come into effect. The application was allowed by NCL T vide order passed on September 22, 2020. Accordingly, the allotment of 1,82, 10,000 equity shares of Rs. 10/- each by SBAL to NRL on November 27, 2017 pursuant to the Scheme was void ab-initio, and the paid-up share capital of SBAL was reduced to Rs. 1,55,00,000 comprising of 15,50,000 equity shares of Rs. 1 O each. The same has also been updated on MCA portal on November 6, 2020.
12 A Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for amalgamation of Syngience Broadcast Ahmedabad Limited (SBAL) with Next Radio Limited (NRL) ("Scheme"), has been approved by the Board of Directors of SBAL and NRL at their respective meetings held on March 31, 2021. Further, the Scheme has been filed with Hon'ble National Company Law Tribunal, Mumbai Bench (NCL T) on June 7, 2021 . The Scl;leme is subject to approval of NCL T and such other statutory authorities as may be required. Pending sanction, impact of the Scheme has not been considered in NMW's consol results for FY 2020-21.
13 A composite Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for merger of Next Mediaworks Limited (NMWL), Digicontent Limited (DCL) and HT Mobile Solutions Limited (HTMSL) with HT Media Limited (HTML) ("Scheme"), has been approved by the respective Board of Directors of companies at their meetings held on February 11, 2021, subject to requisite approval(s). The application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed with both, NSE and BSE and their approval is awaited. Pending sanction of the scheme, impact thereof has not been considered in NMW's consol results for FY 2020-21.
14 The certificate of CEO and CFO pursuant to Regulation 33 of SEBI (LODR), in respect of the above results has been placed before the Board of Directors.

14 Consolidated Balance sheet

		llNR in Lakhs)
	Particulars	As atMarch 31, 2021	As atMarch 31, 2020
		(Audited)	(Audited)(Revised)/Refer note 6\
I	ASSETS
1)	Non current assets
	a)Property, plant and equipment	352	457
	b)Right-of- use assets	1,915	2,138
	c)Intangible assets	5,592	6,213
	d)Financial assets
	i) Loans	139	137
	ii) Other financial assets	-	125
	e)Income tax assets (net)	392	485
	Other non-current assetsf)	13	3
	Total Non-current assets	8403	9 558
2)	Current assetsa)Financial assets
	i) Investments	-	57
	ii) Trade receivables	672	1,458
	iii) Cash and cash equivalents	166	153
	iv) Bank balances other than (iii) above	93	46
	v) Loans	1	1
	vi) Other financial assets	475	178
	b)Other current assets	394	265
	Total current assets	1 801	2,158
	TOT AL ASSETS	10 204	11.716

II	EQUITY AND LIABILITIES
1)	Equity
	a)Equity share capital	6,689	6,689
	b)Other equity	(10,151)	(8,002)
	Equity atributable to equity holders of parent company	(3 462)	(1 313)
	cl Non controllina interest	/1 ,603)	176
	Total eauitv	/5 065)	(1 137)
2)	Liabilities
	Non-current liabilities
	a)Financial liabilities
	i) Borrowings	11 ,520	6,864
	ii) Lease liabilities	1,760	1,817
	iii) Other financial liabilities	389	339
	b)Provisions	47	106

	Total non-current liabilities	13 716	9126
	Current liabilities
	a)Financial liabilities
	i) Borrowings	-	575
	ii) Lease liabilities	315	289
	iii) Trade payables
	(a)Total outstanding dues of micro enterprises and	-	-
	small enterprises
	(b)Total outstanding dues of creditors other than of	772	635
	micro enterprises and small enterprises
	iv) Other financial liabilities	208	2,065
	b)Contract liabilities	93	61
	c)Other current liabilities	155	101
	d)Provisions	10	1
	Total current liabilities	1 553	3 727
	Total liabilities	15 269	12 853
	TOTAL EQUITY AND LIABILITIES	10 204	)11 716

/ ; ~ ,C. 1/ C

					15. Consolidated Cash Flow Statement for the year ended March 31, 2021 is given below:
--	--	--	--	--	----------------------------------------------------------------------------------------	--

Particulars	March 31 , 2021(Audited)	IINR in LakhslMarch 31 , 2020(Audited)(Revised)/Dft <m --·ft="" th="" ~,<="">
Cash flows from operatinA activities:
Loss before tax	(3,919)	(5,146)
Adiustments for :
Depreciation and amortisation expense	952	1.261
Loss allowance for doubtful debts	298	189
Finance costs	1.221	1.075
Interest income on bank deposit	(6)	(6)
Other interest income	(10)	(18)
Fair value throuQh profit or loss (FVTPL) Qain on derivative	(51)	(245)
Unrealised foreiQn exchanQe fluctuation loss	59	281
Rental income	(31)	(8)
Gain on lease termination	(11)	-
Interest on Income tax refund	(9)	(18)
Loss I {profit) on property, plant and equipment sold/discarded {Net)	11	(142)
Impairment of property. plant and equipment and lntanQibles (exceptional item)	-	2.996
Dividend income in investments desiQnated at FVTPL	(1)	(2)
Liabilities no lonQer required written back	(38)	(171)
ChanAes in operatinA assets and liabilities:
Decrease in trade and other receivables	489	984
(Increase)/ decrease in Current and Non Current Financial Assets and	(352)	225
Other Current and Non Current Assets
Decrease in trade payables, other current and non -	(34)	(3,027)
current financial liabilities and current and non-current provisions
lncrease/(decrease) in contract liabilities	32(1,400)	(618)(2,390)
Cash used in operatinA activitiesIncome taxes refund	89	43
Net cash used in operatinq activities (Al	(1,311	(2,347)

Cash flows from investinq activities:
Purchase of property. plant and equipment	(6)	(259)
Sale of property, plant and equipment	11	209
Proceeds from sale of investment	57	-
Rental income	31(6)	8(12)
Deposits made durinA the yearProceeds from sale of shares held by ESOP trust	-
Interest received	13	415
Net cash from/ (used in) investing activities (Bl	100	(35)

Cash flows from financinA activities:
Proceeds from borrowinQs	5,470	6,650
Repayment of borrowinQs	{3,017)(27)	{3,378)(173)
Repayment of lease liabilityInterest paid	/1 202)	(716)
Net cash flows from financinq activities IC l	1,224	2,383

Net increase in cash and cash equivalents (D= A+B+Cl	13	1
Cash and cash equivalents at the beoinnino of the vear /E l	153	152
Cash and cash equivalents at year end (D+El	166	153

Particulars	March 31, 2021	March 31 , 2020
	(Audited)	(Audited)(Revised)fDft <ft• --+ft="" th="" ~<=""></ft•>
Components of cash & cash equivalents as at end of the year
Balances with banks
-in current accounts	143	130
Cheques in hand	23	23
Cash on hand •	-
Cash and cash equivalents as per Cash Flow Statement	166	153

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

The above Consolidated Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian Accou ting Standard (Ind AS) 7 - on "Statements Cash flows", as notified under section 133 of the Companies Act, 2013, read with relevant rules there

For and on behalf of th

Chairman DIN: 01802656

Place: New Delhi Date: June 16. 2021

Annexure-2

Ref: NM W /CS/03/2021

National Stock Exchange of India Limited Exchange Plaza, C-1 Block G. Bandra Kurla Complex, Bandra East Mumbai- 400051

Trading Symbol: NEXTMEDIA

June 16, 2021

BSE Limited 25th Floor, P J Towers Dalal Street Mumbai - 400001

Security Code: 532416

Dear Sirs

Sub: Declaration on Unmodified Opinion in the Auditor's Report for Financial Year 2020-21

Pursuant to Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule VIH thereto and SEBI Circular CIR/CFD/CMD/56/ 20 I 6 dated May 27, 2016, we hereby declare that the Statutory Auditors of the Company, M/s B S R and Associates, Chartered Accountants (Firm Registration No. 128901 W), have submitted the Auditor's Report with unmodified opinion on the financial results for the financial year ended March 31 2021.

This is for your information and records.

Thanking you

Unit 701 A. 7th Floor. Tower-2. lndiabulls Finance Centre. Sen,mati Baoat Mara

AI assistant

Next Mediaworks Ltd Annual Report 2021

62137_rns_2021-06-16_5fc9f7a2-2f9b-4aef-b778-5190315843c1.pdf

Trading Symbol: NEXTMEDIA

Sub: Intimation of outcome of the Board Meeting held on 16th June, 2021 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("SEBI LODR")

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF Next Mediaworks Limited