Media Matrix Worldwide Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Media Matrix Worldwide's audit record is clean on its face: an unqualified opinion on both standalone and consolidated financial statements for FY2026, clean CARO responses for FY2021-22, FY2023-24, FY2024-25 and FY2025-26, and unqualified internal-financial-control opinions for FY2026, with no Key Audit Matters communicated in the FY2026 audit. The substance sits below that surface: a listed parent that has spent 15 years trying to shed its NBFC licence, a subsidiary carrying unresolved tax demands, and a group where operating cash flow has been persistently negative against reported profit.

Key findings

  1. A 15-year attempt to shed NBFC status sits atop a two-subsidiary group with a collapsed CCD position Major - Media Matrix has held its RBI NBFC registration since August 13, 1999, applied for de-registration on September 13, 2011, and as of FY2025-26 continues as an NBFC because strategic investments have not fallen below 50% of total assets; the Board approved voluntary surrender only on April 15, 2026. The operating subsidiary nexG Devices reported standalone turnover of ₹1,247.29 crore against consolidated group revenue of ₹1,452 crore, while the investment subsidiary MMEPL reported negative reserves of ₹(5,041.48) lakh as on March 31, 2025. MMEPL's 97,00,000 zero percent CCDs of NexG Ventures India Private Limited fell from ₹206.27 crore in FY2023-24 to ₹41.04 crore in FY2024-25.
  2. A ₹97 crore CCD investment was written down to nil in FY2026 after swinging from ₹206 crore to ₹41 crore to nil Major - MMEPL's investment in 97,00,000 zero percent CCDs of NexG Ventures India Private Limited was measured at fair value of ₹Nil in FY2025-26, a full write-down from ₹41.04 crore in FY2024-25. The same investment had been measured at ₹206.27 crore in FY2023-24 and ₹76.08 crore in FY2022-23. Management opined that no fixed asset required impairment under Ind AS 36 in the consolidated financial statements for FY2019-20 through FY2023-24, with previous year ₹Nil in each case.
  3. Working-capital borrowings are secured by pledges of Network 18 and TV18 shares held by promoter entities Major - Working capital facilities across HDFC Bank, Yes Bank, CSB Bank, IndusInd Bank and Kotak Bank are secured by pledge of Network 18 Media & Investments Ltd shares with coverage of 150% for HDFC, 1.40x for Yes Bank, 1.65x for Kotak, 1.4x for CSB, and 1.75x for IndusInd, plus 10% margin in FDs and undated cheques as at FY2025-26. IndusInd facilities are additionally secured by exclusive pledge of Network 18 shares held by NexG Ventures India Private Limited and Arizona Global Services Private Limited, and Kotak facilities by pledge of Network 18 and TV18 Broadcast shares in the name of NexG Ventures. A borrowing of ₹4.8 crore carrying 9% interest with principal repayable till June 27, 2027 was outstanding in FY2025-26, down from ₹68.7 crore the previous year.
  4. Operating cash flow has been persistently negative against reported profit Major - Cumulative CFO over the tracked period is ₹-159 crore against cumulative operating profit of ₹84 crore, a CFO/EBITDA ratio of -1.90x. In FY22, the company reported PAT of ₹2.41 crore but CFO of ₹-170 crore, a CFO/PAT ratio of -70.63x; FY23 showed PAT of ₹2.36 crore against CFO of ₹-58.63 crore. FY26 was the exception, with PAT of ₹8.01 crore and CFO of ₹14.37 crore. No dividend was recommended on equity shares for FY23, FY22 or FY2020-21, with profits retained.
  5. Revenue is concentrated in a single customer at standalone level; top-10 receivables swung from ₹34.41 crore to ₹149.25 crore Major - Standalone revenue was 100% from one customer in FY2020-21 and FY2021-22, falling to 90.91% in FY2022-23, then to 10% in FY2023-24 and FY2024-25. Consolidated top-10 customers owed ₹34.41 crore at March 31, 2021, rising to ₹149.25 crore at March 31, 2023, then declining to ₹69.91 crore at March 31, 2026. Top-10 receivables accounted for 93.95% of all receivables at March 31, 2021 and 81.74% at March 31, 2026.
  6. Promoter-controlled board repeatedly approves rising pay for its own Whole-time Director cum CFO Minor - Mr. Sandeep Jairath's approved remuneration ceiling rose from ₹42,80,000 per annum in FY2020 to ₹63,50,000 per annum for the term beginning May 25, 2026. His re-appointment at the 40th AGM on September 30, 2025 passed with 798,661,467 votes in favour and 47 against, with the Promoter and Promoter Group casting 671,981,918 votes, 100% of their holding, all in favour. At the June 2023 postal ballot, public non-institutions cast only 137,110 votes out of 444,982,301 shares held, 0.0308%.
  7. Statutory auditor rotation proceeded on schedule with no resignations or fee escalation Clean - M/s S G N & CO. was appointed for five years from the 36th AGM held September 30, 2021, replacing M/s Khandelwal Jain & Co. which completed the maximum transitional period of seven years. The Board approved M/s Khandelwal Jain & Co.'s reappointment for five years from the 41st AGM at its meeting held August 13, 2026, with proposed annual remuneration of ₹5.50 lakh plus taxes, no material change from the outgoing auditor. CARO clause 3(xviii) regarding auditor resignation was reported as "not applicable" in the standalone auditor's reports for FY2021-22, FY2023-24, FY2024-25 and FY2025-26.
  8. Clean audit opinions with one secretarial qualification in FY2023 Clean - SGN & Co. issued unqualified opinions on both standalone and consolidated financial statements for FY2026, with no Key Audit Matters communicated. The FY2026 standalone report states the audit trail feature operated throughout the year with no tampering, no fraud was noticed or reported, the company has not been declared a wilful defaulter, and no benami property proceedings were pending. Unqualified opinions on internal financial controls were issued for both standalone and consolidated financials as at March 31, 2026. The Secretarial Audit Report for FY2023 contained a qualification regarding a fine imposed by BSE Limited for non-compliance of Regulation 17(1) of SEBI (LODR) Regulations, 2015.

What to watch

Bottom line: This is an audited record with a clean opinion history and orderly auditor rotation. The risk concentrates in the group structure: a parent that cannot shed its NBFC status, a subsidiary whose CCD investment was written down to nil, and working-capital borrowings secured by pledges of Network 18 and TV18 shares held by promoter entities. The cash-flow record, cumulative CFO of ₹-159 crore against ₹84 crore of operating profit, is the single most important line to weigh against the clean opinions. Watch the NBFC surrender decision and the pending tax appeals.