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Cyber Media (India) Ltd.

Directors Report

NSE: CYBERMEDIAEQ BSE: 532640ISIN: INE278G01037INDUSTRY: Entertainment & Media

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22.86
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 22.88 Cr. P/BV -1.96 Book Value (Rs.) -6.40
52 Week High/Low (Rs.) 23/11 FV/ML 10/1 P/E(X) 0.00
Bookclosure 01/08/2025 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure to present the Forty Third Annual Report of Cyber Media (India) Limited (“the Company” or “CyberMedia”)
alongwith the audited financial statements for the financial year ended March 31,2025. The consolidated performance of the Company
and its subsidiaries has been referred to wherever required.

1. Financial summary

The standalone and consolidated financial statements for the financial year ended March 31,2025, have been prepared in accordance
with the Indian Accounting Standards (Ind AS), provisions of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) or re-enactment thereof) (hereinafter referred to as “the Act”) and the guidelines issued by Securities and
Exchange Board of India.

The Directors are not happy with FY 25 performance. From FY 21 to FY 24 we grew at a CAGR of 38% from INR 39 cr to INR 104
cr. Unfortunately, the momentum has not continued in FY 2024-25 and revenues declined by 15%. The Board has taken serious note
of this and the management has embarked upon several processes, technology automation and strengthening sales engine. We are
confident that we will reverse this trend this year and resume our growth path.

Furthermore, there were two exceptional items covered in detail in the ‘Other Disclosures’ section. The first pertains to a GST matter
of INR 74.22 Lakhs that was settled in the company’s favour. Another exceptional disclosure was pertaining to the settlement of the
arbitral case against the company. The settlement amount was USD 1.00 million against a demand of USD 2.17 million.

Key highlights are given as under: (INR in Lakhs)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from Operations

1129.96

1385.83

8672.08

10180.31

Other income

108.86

235.04

92.98

245.41

Total Income

1238.82

1620.87

8765.06

10425.72

Direct Expenses

785.74

816.29

6955.50

8108.48

Employee Benefits Expenses

535.19

506.85

1391.71

1230.84

Other Expenses

132.51

168.01

335.03

315.66

EBITDA

(214.62)

129.72

82.82

770.74

Financial Expenses

68.44

66.00

76.06

88.30

Depreciation

17.68

12.30

27.20

41.50

Profit Before Tax and Exceptional items

(300.74)

51.42

(20.44)

640.94

Exceptional items

890.84

60.34

890.84

138.03

Profit Before tax

(1191.58)

(8.92)

(911.28)

502.91

Tax Expenses

(0.02)

28.11

61.56

162.17

Profit After Tax

(1191.56)

(37.03)

(972.84)

340.74

2. Dividend

In the absence of profits, the Directors do not recommend any divided for the year under review.

3. Share Capital

During the year under review, the Company:

• has increased its authorised share capital from INR 15,70,00,000 (divided into 1,57,00,000 equity shares of INR 10 each) to
INR 23,00,00,000 (divided into 2,30,00,000 equity shares of INR 10 each) vide special resolution dated February 23, 2025
passed by the members of the Company through postal ballot (remote evoting) process;

• has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any bonus
shares; and

• has not bought back any of its securities.

4. Transfer to reserves

No amount has been transferred to the reserves during the year under review.

5. Company performance

Consolidated Performance: During the year under review, income from operations has decreased to INR 86.72 crore as compared
to INR 101.80 crore during the previous year, a downfall of 14.81%. The Company has recorded earnings before interest, tax and
depreciation on consolidated basis during the year under review at INR 0.83 crore as compared to INR 7.71 crore in the previous
year, a downfall of 89.23%. The net loss recorded at INR 9.73 crore in the year under review as compared to the net profit of INR
3.41 crore in previous year, a downfall of 385.34%.

Standalone Performance: During the year under review, your company reported a downfall in revenue from operations of digital
ads, events, print ads, etc. over the previous year. The Revenue from operations decreased to INR 11.30 crore as compared to INR
13.86 crore in the previous year, a downfall of 18.47%. During the year under review, loss before interest, tax and depreciation stood
at negative INR 2.15 crore against the profit of INR 1.30 crore during the previous year, a downfall of 265.38%. The net loss for the
year under review is INR 11.92 crore as compared to the previous year’s net loss of INR 0.37 crore, a downfall of 3321.62%.

6. Rights Issue

The Board of Directors at its meeting held on January 21, 2025 has accorded its approval to create, issue, allot and offer equity
shares upto an aggregate amount of INR 10 crore on Rights Basis to the existing equity shareholders of the Company as on the
record date (to be determined and notified subsequently), in accordance with the applicable laws.

The Rights Issue Committee duly constituted by the Board, at its meeting held on March 20, 2025, has approved Draft Letter of Offer
which was filed to the stock exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for seeking their
in-principle approval.

BSE has, vide its letter bearing No. LOD/RIGHT/MV/FIP/169/2025-26 dated May 13, 2025, accorded its in-principle approval for the
proposed Rights Issue. The Application with NSE for in-principle approval is in process.

7. Human resource management

The Company’s culture and reputation as a leader in ICT media, digital technologies, adtech, data analytics, and next-generation
services enable us to attract and retain high quality talent. The competency development of our employees continues to be a key
area of strategic focus for us. There is a constant endeavor to conduct training and team building activities that help in maintaining
camaraderie, knowledge, motivation and culture within the organization.

The Company invested in building tighter control systems improving processes and operational efficiencies. As a result, our operation
teams are able to ensure that client service level agreements are met and project milestones delivered on time.

Balancing employee well-being, the Company has explored new ways of hybrid working and managing the changing expectations
of employees.

This continual pursuit has led to high retention rates among employees. Your company believes and recognises the employees as
asset of the Company. The overall attrition rate of employees of the Company was 11.40 percent as at March 31,2025.

The Company believes and maintains the diversity of employees and in order to support the women, during the year, the women
employees’ percentage was 32.29 percent.

The Company will continue to connect with all stakeholders on a regular basis, communicate in an open and transparent manner that
yield desired results. The total number of employees in the Company as on March 31,2025 were 64.

8. Annual report circulation

In compliance with the MCA’s vide MCA vide its General Circular No. 09/2024 dated September 19, 2024, and SEBI Circular No.
SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2024/133 dated October 03, 2024, Notice of the Annual General Meeting (‘AGM’) along with the
Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with
the Company/Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s
website: www.cybermedia.co.in, websites of the stock exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India
Limited (NSE) at www.bseindia.com and www.nseindia.com, respectively, and on the website of Company’s RTA, MUFG Intime India
Private Limited
(formerly known as Link Intime India Private Limited) at https://instavote.linkintime.co.in.

9. Consolidated financial statements

The audited consolidated financial statements prepared in accordance with the Indian Accounting Standards (Ind AS) are provided
in the Annual Report.

10. Company subsidiaries/joint ventures/associate companies
Subsidiaries

As on March 31,2025, the Company has four subsidiaries, Indian and foreign, the details of which are as under:

Sr. No.

Name of Company

Shareholding

(%age)

Subsidiary

a.

Cyber Media Research & Services Limited

38.17

Through Board of Directors’ Control

b.

Cyber Astro Limited

37.50

Through Board of Directors’ Control

c.

Cyber Media Services Limited

100

Wholly Owned Subsidiary

Further, one of the subsidiaries has further subsidiary as under:

Cyber Media Services Pte. Limited (Singapore), Wholly Owned Subsidiary of Cyber Media Research & Services Limited.

Pursuant to Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a Statement containing salient
features of the financial performance of subsidiaries and associates for the financial year 2024-25 in Form No. AOC-1 is attached to
this Report as Annexure-A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, and consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the
website of the Company https://www.cybermedia.co.in/investor-relations.

Joint venture/associate company

As on March 31,2025, the Company has an associate company, Cyber Media Foundation Limited.

As on March 31,2025, the Company has no joint venture with any company, firm or body corporate etc.

11. Directors’ responsibility statement

Pursuant to the provisions of sub-section (5) of Section 134, the Board of Directors, to the best of their knowledge and ability, confirm
that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation
relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit and loss of the Company for that period;

c. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively; and

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

12. Directors and key managerial personnel
Appoi ntments/Re-appoi ntments

During the year, the shareholders of the Company have approved the following appointments/re-appointment:

• at the AGM held on August 22, 2024:

- appointment of Mr. Krishan Kant Tulshan as Non-Executive Director w.e.f. from May 29, 2024, liable to retire by rotation;
and

- appointment of Mr. Rajesh Kumar as an Independent Director for a term of five consecutive years w.e.f. May 28, 2024.

• through postal ballot (remote evoting) process (February 23, 2025), re-appointment of Mr. Pradeep Gupta as Chairman and
Managing Director, and his remuneration, for a period of three years w.e.f. May 25, 2025.

Director liable to retire to rotation

Mr. Rohitasava Chand (DIN:00011150) retires by rotation at the ensuing AGM and being eligible, has offered himself for re¬
appointment. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Company’s Board consists of experience rich, professionals and visionaries who provide strategic direction and guidance to the
organization.

As on March 31,2025, the Board comprised of four non-executive independent directors.

Pursuant to the provisions of Section 149(7) of the Act, the independent directors have submitted declarations that each of them
meets the criteria of independence as provided in Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1)
(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 including any statutory modifications, circulars,
notifications etc. (hereinafter referred to as the “Listing Regulations”). There has been no change in the circumstances affecting their
status as independent directors of the Company.

During the year under review, the independent directors of the Company had no pecuniary relationship or transactions with the
Company,

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Pradeep Gupta, Chairman and Managing Director, Mr. Sumit Khandelwal,
Chief Financial Officer, and Mr. Anoop Singh, Company Secretary are the Key Managerial Personnel as on March 31,2025.

Composition of the Board of Directors

The Board comprises of eight directors viz. Executive, Non-Executive and Independent Directors including one woman director. The
details of composition of the Board of Directors are given in the Corporate Governance Report which forms part of this report.

13. Number of meetings of the Board

Five meetings of the Board were held during the financial year under review. For details of meetings of the Board including attendance
at the meetings, number of directorships in other entities, please refer the Corporate Governance Report attached to this report.

14. Committees of the Board:

The Company’s Board has following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Investment Committee

• Rights Issue Committee

During the year, all recommendations made by the Committees were approved by the Board.

Details of Committee meetings, terms of reference of the Committees, Committee membership and attendance of Directors at
meetings of the Committees are provided in the Corporate Governance Report which is part of this report.

15. Board evaluation

The Company’s external communication has transitioned to virtual formats. Events, such as quarterly results, meetings of the Board
and the AGM, have been executed successfully virtually and also recruitment drives have also been conducted virtually.

In terms of the Policy for Evaluation of the Performance of the Board of the Company, the Board has carried out an annual evaluation
of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

Performance evaluation is carried out in the following manner:

• Evaluation of Independent Directors by the Board excluding the Independent Director being evaluated;

• Evaluation of the Chairman/Non-Independent Directors by the Independent Directors excluding the Director being evaluated;

• Evaluation of the Overall Board by the Independent Directors; and

• Evaluation of the Committees by the Board.

All the Board members are provided forms having the criteria for evaluation of the Independent Directors, Chairman/Non-executive
Directors, Committees, seeking ratings on the performance of the respective Directors, Chairman, Committees as mentioned above.
After seeking the filled in forms, an analysis report is prepared with respect to the rating given to the person being evaluated.

The Company recognizes that good corporate governance is a continuous exercise and requires everyone to raise their level of
competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical
standards. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Company’s function.

The criteria for performance evaluation have been detailed in the Corporate Governance Report which forms part of this Report.

16. Particulars of employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-B.

17. Transactions with related parties

a. During the year under review, there were some transactions entered into by the Company with related parties, which were in the
ordinary course of business and at arm’s length pricing basis for which the Audit Committee granted omnibus approval (which
are repetitive in nature) and the same were reviewed by the Audit Committee and the Board.

b. There was no materially significant transaction with related parties which was at arm’s length basis.

c. There were no materially significant transactions with related parties which were in conflict with the interest of the Company.

d. As required under section 134(3)(h) of the Act, the details of the transactions entered into with related parties during the year
under review, which fall under the scope of Section 188(1) of the Act, are given in Form AOC-2 attached as Annexure-C to this
report.

18. Disclosure requirements

As per Listing Regulations, the Corporate Governance Report with the Practicing Company Secretary’s Certificate thereon and MD/
CEO’s certificate and the Management Discussion and Analysis are attached to this report which form part thereof.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Related Party disclosures/transactions are detailed in the Notes to the financial statements.

19. Corporate Social Responsibility

The Company’s net worth, turnover and net profit are below the limits specified under the provisions of section 135 of the Act. Hence,
the provisions with respect to Corporate Social Responsibility are not made applicable to the Company.

20. Internal financial control and their adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial disclosures.

21. Auditor’s report and Secretarial audit report
Statutory Auditor’s report

The statutory auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Pursuant to Section 143(12) of the Act, the statutory auditor has not reported to the Company, any instances of fraud committed
against the Company by its officers or employees.

Secretarial Auditor’s report

The secretarial auditor’s report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial
auditor’s report is attached to this report as Annexure-D.

Internal Auditor’s Report

The Internal Auditor submitted their report to the Audit Committee on quarterly basis.

22. Company’s policies

Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in
confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.
The details of the policy have been disclosed in the Corporate Governance Report which is attached to this report. The policy is also
available on Company’s website link: https://cybermedia.co.in/corporate-governance/.

During the year, the Company did not receive any complaint under vigil mechanism. There was no pending complaint at the opening
and closing of the year.

Nomination and Remuneration Policy

The Company has the policy on the appointment and remuneration of directors and key managerial personnel which provides a
framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company.
The policy is available on the Company’s website. The related weblink is: https://cybermedia.co.in/corporate-governance/.

Policy on Related Party Transactions

The Company has a policy for contracts or arrangements to be entered into by the Company with related parties which is available
on Company’s website link, https://cybermedia.co.in/corporate-governance/.

Policy for Determining Material Subsidiaries

The Company has policy for determining material subsidiaries which is available on the Company’s website. The relevant weblink is:
https://cybermedia.co.in/corporate-governance/.

Code of Conduct for Prevention of Insider Trading in Company’s Securities

The Company has Code of Conduct for Prevention of Insider Trading in Company’s Securities which is available on the Company’s
website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Document Preservation Policy

The Company has established a policy in confirmation of Regulation 9 of the Listing Regulations for preserving the documents,
files, information etc. of the Company. The policy may be downloaded from the Company’s website. The relevant weblink is: https://
cybermedia.co.in/corporate-governance/

Policy for Determining Materiality of an event or information

The Company has policy for determining materiality of an event or information which is available on the Company’s website. The
relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Risk Management

Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and
effective manner. In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business risk, technology
obsolescence, investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk,
political risk, legal risk. Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives,
operations, revenues and regulations. The Company has a Risk Management Policy. The Audit Committee of the Company reviews
the Risk Management Policy and its implementation.

The policy is also available on the Company’s website. The relevant link is: https://cybermedia.co.in/corporate-governance/.

Code of Conduct for the Board of Directors and Senior Management

The Company has on place Code of Conduct for the Board of Directors and Senior Management which is available on the Company’s
website. The relevant weblink is: https://cybermedia.co.in/corporate-governance/.

Board Diversity Policy

The Company has on place a policy for the diversity of the Board which is available on the Company’s website. The relevant weblink
is: https://cybermedia.co.in/corporate-governance/.

Policy for Evaluation of Board Performance

In accordance with the provisions of clause (p) of sub-section (3) of section 134 of the Companies Act, 2013, the Company has criteria
for evaluation of Board performance which is available on the Company’s website. The relevant weblink is: https://cybermedia.co.in/
corporate-governance/

Sexual Harassment Policy

Pursuant to provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014,
required disclosure is given below:

The Company has constituted Internal Committee as per provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Company has a policy and framework for employees to report sexual harassment cases at
workplace and its process ensures complete anonymity and confidentiality of information. Workshops and awareness programmes
against sexual harassment are conducted across the organization.

Details of complaints at the opening of, filed and resolved during, and pending at the end of, the financial year, are as under:

Number of complaints at the opening of the financial year: Nil

Number of complaints filed during the financial year: Nil

Number of complaints disposed of during the financial year: Nil

Number of complaints pending as on end of the financial year: Nil

23. Deposits from the public

The Company has not accepted any deposits under Chapter V of the Act and the rules made there under, (including any statutory
modification(s) or re-enactment(s) thereof).

24. Conservation of energy, technology absorption and foreign exchange and outgo

The particulars prescribed under Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to
Conservation of Energy, technology Absorption, Foreign Exchange Earnings and outgo are given below:

Conservation of energy:

i. The operations of the Company are not energy-intensive. However, significant measures are taken to reduce energy
consumption by using energy-efficient equipment. The Company constantly evaluates and invests in new technology to make
its infrastructure more energy efficient and also under cost reduction measure the management has internally issued different
circulars for use of natural light in place of tube lights; Administration keep a regular check on whether the Computer systems
provided to the employees have been shut down properly at the time of closure of office etc.

ii. No new investment is made on such energy saving devices during the financial year.

iii. Further, since energy costs comprise a very small part of your Company’s total expenses, the financial implications of these
measures are not material.

Technology absorption:

> The Company has a strong technology focus, and is proactively investing in new tools and systems that drive efficiency. This
includes leveraging AI in a planned manner that is already helping with functions like finance, sales and operations. Our product
roadmap remains robust and will continue to develop and streamline systems using both in-house as well as external products.

> By virtue of the above initiatives, the Company is able to adopt appropriate technology for rendering better services at competitive
prices.

> The Company firmly believes in that research and development of new techniques and processed will help the Company to
grow and thus it is taking steps to upgrade and modernize its processes by adopting latest technology developments in the field.

Foreign exchange earnings and outgo:

The details of foreign exchange earned and outgo during the year are as follows: (Amount in INR)

Particulars

Standalone

Consolidated

Foreign Exchange earnings

73,68,106.31

31,75,74,824.67

Foreign Exchange Expenditure

3,61,25,281.60

26,33,69,113.53

Efforts and initiatives in relation to exports

The Company is continuously putting efforts for more global recognition. As a part of this Transformation Agenda, we continue to
make changes in how we are organized and how we build and deliver technologies. The Company serves its Digital Ads Services,
Events, Print Ads, Advisory, Contents etc. to its clients with analytics. Besides those services, the Company also offers standalone
Analytics services to its ICT clients.

The Company’s mission is to partner with enterprises, industry associations and governments in research, consulting & advisory, and
go-to-market services and enable them to achieve success and sustained growth

25. Disclosures as per the Companies (Accounts) Rules, 2014

There was no change in nature of business of the Company.

Names of companies which have become or have ceased to be its subsidiaries, joint ventures or associate companies during the
year under review: Nil.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Company’s operations in future.

26. Other disclosures

Material changes and commitments affecting the financial position of the Company

(i) GST Matter:

• During the year, the Company received an Order dated April 26, 2024 (“GST Order”) from the GST Department under
section 73 of the SGST/CGST Act, 2017 demanding a sum of INR 74.22 Lakh towards input tax credit, interest and penalty,
in respect of the financial year 2018-19.

• Against the GST Order, the Company, on July 02, 2024, filed a writ petition before the Hon’ble High Court of Delhi, New
Delhi. The High Court, vide its Order dated July 23, 2024, set aside the GST Order and remanded back the matter for fresh
consideration by the GST Department.

• The GST Department considered the matter as afresh and vide its Order dated October 10, 2024, reduced the total
demand to INR 1,800 which has been paid.

(ii) Ram Capoor Legal Matter:

• In March 2023, a petition was filed against the Company before the Hon’ble High Court of Delhi, New Delhi by Mr. Ram
Capoor, Ex-employee of CyberMedia India LLC, (WOS which was dissolved on March 08, 2021), alleging a demand of
USD 2.17 million under an ex-parte arbitral foreign award dated October 12, 2022.

• On December 12, 2024, the Company and Ram Capoor entered into an agreement to amicably settle the matter for a total
sum of USD 1.00 million to be paid by the Company into five installments, out of which two installments, each of USD 2.50
Lakh have been paid on December 12, 2024 and March 12, 2025 respectively.

• On January 13, 2025, the High Court has disposed off the aforesaid petition.

Particulars of loans, guarantees and investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Annual Return

In compliance of Section 134(3)(a) of the Act, copy of Annual Return for the financial year ended March 31, 2025 prepared as per
sub-section (3) of Section 92 of the Act has been hosted on the Company’s website. The relevant weblink is: https://cybermedia.
co.in/financial-results/

Listing on stock exchanges

The Company’s shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with scrip id/symbol
532640/CYBERMEDIA, respectively. The Company confirms that the annual listing fees to both the stock exchanges for the financial
year 2024-25 have been paid.

Depository System

The Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central
Depository Services (India) Limited. As of March 31,2025, 98.68% of the equity shares of the Company were held in dematerialised
form.

Details of application(s) made under the Insolvency and Bankruptcy Code, 2016

During the year, there was no application made under the Insolvency and Bankruptcy Code, 2016.

Disclosure on cost records

The provisions of Section 148 of the Act are not applicable to the Company. Hence, the Company is not required to maintain any cost
records.

Loan from Directors

In order to meet working capital requirements, the Company has borrowed funds from time to time from Mr. Pradeep Gupta,
Chairman and Managing Director of the Company. As on March 31,2025, the outstanding loan of Mr. Pradeep Gupta was INR 3.69
crore.

Additional Information

The additional information required to be given under the Act and the rules framed thereunder, has been laid out in the Notes
attached to and forming part of the financial statements. The Notes to the financial statements referred to the Auditors’ Report are
self-explanatory and therefore do not call for any further explanation.

27. Acknowledgements

The Directors express their warm appreciation to the Company’s employees for their unstinted commitment and continued contribution
to the growth of the Company.

The Directors thank the government, regulatory authorities, banks, financial institutions, shareholders, customers, vendors and other
business associates for their continued support and co-operation in the Company’s progress.

The Directors appreciate and value the contribution made by every member of the CyberMedia family.

For and on behalf of the Board of
Cyber Media (India) Limited

Pradeep Gupta Krishan Kant Tulshan

Chairman and Managing Director Director

DIN:00007520 DIN:00009764

New Delhi
May 27, 2025

 
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