Your Directors have the pleasure of presenting the Twenty Sixth (26^th) Annual Report on the business and operations
of T.V. Today Network Limited (“T.V. Today / Company”) together with the Audited Financial Statements for the
Financial Year (“FY”) ended March 31,2025.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 (“Companies Act”), and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has prepared
its standalone and consolidated financial statements as per Indian Accounting Standards (“Ind AS”) for the
FY 2024-25. The highlights of the standalone and consolidated Financial Statements of the Company for the
FY 2024-25 and FY 2023-24 are as under:

Note:

1. The above statements and the financial figures given under the head 'Financial Highlights’ are extracted from the Standalone and Consolidated
Financial Statements which have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified under Section 133 of the
Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter and other recognized
accounting practices and policies, to the extent applicable.

2. The figures for the previous year have been regrouped/ reclassified, wherever necessary, to conform classification in current year. Refer note no. 25 of
the notes forming part of the Standalone financial statements for more details.

PERFORMANCE

On standalone basis (for continuing operations), your Companies total income for FY 2024-25 was '1038.73 Crore.
Profit before tax was '111.12 Crore as compared to '96.59 Crore in the last financial year. Profit after tax was
'82.72 Crore as compared to '71.00 Crore during the last financial year.

A large part of your Company’s revenue continues to come from advertising. Due to its brands, content,
impeccable reputation, sustained leadership position of the flagship channels “Aaj Tak”, “Aaj Tak HD”, “Good News
Today” and English news channel “India Today”, rapidly growing digital business and confidence reposed by its
viewers and clients, the Company managed to achieve a satisfactory performance.

AAJ TAK

Aaj Tak continued to lead the Hindi News genre amongst the affluent audiences in FY 2024-25.

Throughout the year Aaj Tak kept the viewers glued to the screen during major events related to politics, sports
and public interest including Loksabha Elections counting day, Modi 3.0 government formation and Assembly
Election counting Haryana/J&K, Maharashtra/Jharkhand and Delhi. The channel also dominated the genre during
Republic Day parade and FM speeches on both the Budget days. The audience celebrated victory of team India in
T20 World Cup and Champions Trophy with Aaj Tak.

AAJ TAK MAINTAINED LEADERSHIP AMONGST AFFLUENT AUDIENCES IN FINANCIAL YEAR 2024-25.

GROSS AMA IN Mn | HSM | 22-40 AB | 1^st APRIL 2024 TO 31^st MARCH 2025 | 24 HRS

Source: BARC I HSM I 22-40 AB I 1^st April 2024 to 31^st March 2025 I 24 Hrs I 13 Hindi News Channels I Gross AMA in Millions

AAJ TAK #1 TV CHANNEL IN INDIA DURING LOK SABHA COUNTING DAY 2024,
SURPASSING THE LIKES OF POPULAR GECs

AMA’000 IAVGI | INDIA | 2 | 4^th JUNE 2024 | 06:00 TO 24:00 HRS

** Source: Aaj Tak: BARC CER I India I 2 I 4^th June 2024 I 06:00 to 24:00 Hrs I AMA'000s
‘Source: BARC I India I 2 I 04^th June 2024 I 06:00 to 24:00 Hrs I AMA 000s

AAJ TAK HD

During the year under review, Aaj Tak reached maximum number of viewers in the FY 2024-25 among all HD
channels.

CUME REACH IN Mn I HSM I 15 I 1^st APRIL 2024 TO 31^st MARCH 2025

Source: BARC I HSM I 15 I 1^st April 2024 to 31^st March 2025 I 24 Hrs I Cume Reach' Millions

GOOD NEWS TODAY

During the year under review, Good News Today reached to 117 million Viewers and was ahead of multiple
mainline Hindi News channels including TV9 Bharatvarsh, News 24, News18 India, ABP News and Republic
Bharat in Free networks.

Good News Today remained ahead of mainline Hindi News channels like News 24, News Nation and ABP News
in Free networks.

GOOD NEWS TODAY CONTINUED TO HAVE THE 2^nd HIGHEST CUME REACH ON DD FREEDISH
CUME REACH IN Mn I HSM I 15 FREE PLATFORM I 1^st APRIL 2024 TO 31^st MARCH 2025

Source: BARC I HSM I 15 Free Platform I 1^st April 2024 to 31^st March 2025 I 24 Hrs I Cume Rch' Millions

GNT AHEAD OF MAINLINE CHANNELS IN FREE NETWORK
GROSS AMA IN Mn | HSM | 15 FREE | 1^st APRIL 2024 TO 31^st MARCH 2025

Source: BARC I HSM I 15 Free Platform I 1^st April 2024 to 31^st March 2025 I 24 Hrs I Gross AMA' Millions

INDIA TODAY TELEVISION

India Today Television retained its accolade of having the highest time spent by viewers amongst its genre
channels.

The nation began its day with India Today Television quite evident from its unmatched Morning Prime leadership
in the financial year. A marquee program - News Today by Rajdeep Sardesai continued to dominate the genre in
its time-band.

ISHQ 104.8 FM

Your Company operates three FM radio stations in Mumbai, Delhi and Kolkata under the frequency 104.8 FM
[Radio Business].

During the period under review, the Board of
Directors after considering future of FM Radio
Broadcasting Operations given the industry dynamics
and evolution of radio business, decided to close the
Radio Business subject to approval of the Ministry of
Information and Broadcasting, Government of India
(‘MIB’) and other regulatory approvals, if any.

Thereafter, the Company was approached
by a potential buyer and to get the best value
of the Radio Business, the Company decided
to sell its Radio Business to Creative Channel
Advertising and Marketing Pvt. Ltd. (‘Creative Channel’)
and entered into Memorandum of Understanding
(‘MoU’) with Creative Channel for sale of Radio
Business, as a going concern, either directly or through
any wholly owned subsidiary of the Company (i.e.,
Vibgyor Broadcasting Pvt. Ltd. [‘Vibgyor’] or any other
wholly owned subsidiary), subject to the approval of
the MIB.

Based on above, the Company has filed an
application to MIB for seeking prior approval for
transfer of Radio Business to Vibgyor, Wholly
Owned Subsidiary. The Company is awaiting for MIB
approval.

STAGE AAJ TAK

Stage Aaj Tak represents the Company’s foray into
the world of live entertainment. While music remains
the heart of its offering, the platform envisions a
broader canvas that includes other forms of
entertainment, curated with an eye for quality,
creativity, and impact.

Rooted in the Company’s legacy of credibility
and innovation, Stage Aaj Tak aspires to create
experiences that are immersive and memorable,
where artists take centre stage and technology
enhances storytelling in meaningful ways.

Its inaugural production, Yo Yo Honey Singh’s
Millionaire India Tour, proved to be a defining
moment spanning 10 cities, drawing massive in¬
person turnouts and leaving a digital footprint that
resonated across platforms. With a blend of cutting
edge production, fan-first experience, and electrifying
performances, the tour captured the energy and spirit
of a cultural phenomenon.

From packed arenas to trending digital moments,
Stage Aaj Tak’s debut has signaled a promising new
chapter in India’s entertainment landscape.

DIGITAL BUSINESS

During the financial year 2024-25, the Company
continued to lead the digital news landscape in India
with consistent growth across platforms, content
formats, and audience engagement.

Aaj Tak continued to set the gold standard in
Hindi news, combining scale, credibility, and digital
dominance. The brand solidified its leadership with 5.7
billion video views and 16.9 billion minutes of watch
time, a testament to its unmatched reach and viewer
loyalty. It also emerged as the top Hindi news website,
attracting an average of 57.1 million monthly unique
visitors.

India Today, the Company’s flagship English news
brand, continued to lead the pack among English video
news publishers. It registered 600 million video views
and 1.34 billion minutes of content consumed, staying
ahead of its nearest competitor by a significant margin.
The channel also excelled in live digital coverage,
achieving record-breaking concurrent viewership
during significant political moments, including the
Lok Sabha elections, where it peaked at 5.8 lakh live
viewers. It reaffirmed its leadership during state election
results and exit polls, strengthening its standing as a
trusted source for swift, accurate, and grassroots-level
insights.

Connected TV (CTV) continued its sharp upward
trajectory, with your Company clocking a staggering
11.35 billion minutes of content consumption, nearly
1.5 times that of its nearest competitor. Aaj Tak
alone contributed 8.8 billion minutes of watch time,
underscoring the Company’s unmatched ability to
capture and retain viewer attention across formats and
screen types.

The Company secured the top spot in Comscore’s
Social Power Rankings with 1.07 billion total actions,
an industry-leading marker of audience engagement
across platforms. Its digital footprint remained
unmatched, with 243 million YouTube subscribers
across its network. The number of channels with over
ten million subscribers grew from four to six during the
year, reinforcing the Company’s dominant presence in
the digital news ecosystem.

Among its brands, Aaj Tak continued to lead as the
most-followed news channel on YouTube, with 70.7
million subscribers. The Company also posted strong

growth across other platforms garnering 15 million
followers on Instagram, 37 million on Facebook, 24
million on X, and building a unique community of 24
million subscribers on WhatsApp, underscoring the
depth and breadth of its digital engagement.

As digital-first brands redefine how audiences
consume news and storytelling, they have become
a cornerstone of the Group’s content strategy. At
the forefront is The Lallantop, which continued its
unmatched leadership among non - TV and non - print
backed platforms, with a subscriber base of 33 million
and 3.2 billion views on YouTube.

Complementing this is the Tak ecosystem,
comprising 20 dedicated digital-first channels across
diverse genres and languages. It maintained strong
growth momentum, with standout performances
underscoring the Group’s expanding footprint across
regional and niche audiences.

Business Today continued its ascent as a leading
business news brand, driven by sharper storytelling
and deeper audience engagement, registering more
than 31 million average monthly users and over 375
million video views across platforms.

During the year, the Company launched several
creative and forward-looking initiatives, including a
pioneering foray into Al-led content with the introduction
of virtual pop stars Aishan and Ruh, marking a bold
step at the intersection of technology and culture.

In preparation for the Mahakumbh Mela 2025, the
Company unveiled the Influencers’ Lounge, a unique
social media experience tailored for spiritual travellers,
aimed at deepening digital engagement around this
iconic event. Separately, a series of high-impact on¬
ground activations such as the Mumbai Tak Baithak,
the Kisan Tak Summit, and UP Tak’s regional initiatives
further strengthened the Company’s grassroots
connect and brand presence across diverse audience
segments.

These efforts highlight the Company’s commitment
to combining cultural storytelling with digital innovation.

DIVIDEND

During the period under review, based on the
Company’s performance, the Board of Directors
("Board”) are pleased to recommend for your approval,
payment of Final Dividend of '3/- (Rupees Three only)

per share i.e. @ 60% per Equity Share of face value of
'5 /- each fully paid up, for the Financial Year 2024-25.
The Final Dividend on equity shares, if approved by
the members would involve a cash outflow of '17.90
Crores.

Pursuant to Regulation 43A of the SEBI
Listing Regulations, the Company has a dividend
distribution policy which sets out the parameters
and circumstances to be considered by the Board of
Directors (‘Board’) in determining the distribution of
dividend to its shareholders and/or the utilisation of
the retained earnings of the Company. The Dividend
pay-out is in accordance with the Dividend Distribution
Policy of the Company which is available on the
Company’s website at link www.aaitak.com/investors/
Dividend-Distribution-Policv.

GENERAL RESERVE

The Company has not transferred any amount to the
General Reserve for the financial year ended March
31,2025.

SHARE CAPITAL

During the year under review, there was no change
in the capital structure of the Company. The
Authorized Share Capital of the Company stood at
'1,34,00,00,000/- (Rupees One Hundred and Thirty
Four Crores only) divided into 25,80,00,000 (Twenty
Five Crore Eighty Lacs) Equity Shares of '5/- (Rupees
Five Only) each and 5,00,000 (Five Lacs) Preference
Shares of '100/- (Rupees One Hundred Only) each as
on March 31,2025.

The issued, subscribed and paid up equity share
capital of the Company stood at '29,83,43,075/-
(Rupees Twenty Nine Crores Eighty Three Lacs Forty
Three Thousand and Seventy Five only) consisting of
5,96,68,615 (Five Crore Ninety Six Lacs Sixty Eight
Thousand Six Hundred and Fifteen) Equity Shares of
'5/- (Rupees Five Only) each as on March 31,2025.

DEPOSITS

During the year under review, the Company has not
accepted any deposits from the public and no amount
of principal or interest was outstanding as at the end
of the Financial Year 2024-25.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Your Company has optimum combination of Execu¬
tive, Non-Executive, Independent and Woman Direc¬
tors and conforms to the provisions of the Companies
Act, Listing Regulations and other applicable statutory
provisions.

Details of change in directors during FY 2024-25
and till the date of this report, are as under:

i (i) Appointment of Non-Executive Non¬
Independent Director

During the year under review, based on recommenda¬
tion of the Nomination and Remuneration Committee,
the Board of Directors by way of resolution by circula¬
tion on June 27, 2024 had approved the appointment
of Mr. Sunil Bajaj (DIN: 00131028), as Non-Executive
Non-Independent Director of the Company, liable to
retire by rotation, with effect from the date of receipt
of approval

From the Ministry of Information and Broadcasting,
Government of India (MIB) or the date of approval of
shareholders of the Company at the Annual General
Meeting, whichever is later.

The Company had received shareholder's approval
in their Annual General Meeting held on September
18, 2024 and subsequently also received MIB approv¬
al vide its letter dated September 24, 2024. Accord¬
ingly, Mr. Sunil Bajaj was appointed as Non-Executive
Non-Independent Director of the Company, liable to
retire by rotation, with effect from September 24, 2024.

i ii. Appointment of Non- Executive Independent
Director¹

During the year under review, based on recommen¬
dation of the Nomination and Remuneration Commit¬
tee, the Board of Directors on February 11,2025 had
approved the appointment of Ms. Hema Singh Rance
(DIN: 06403266), as a Non-Executive Independent Di¬
rector of the Company, not liable to retire by rotation,
for a term of 5 (five) consecutive years with effect from
the date of receipt of approval from the MIB or the date
of approval of shareholders of the Company, whichev¬
er is later. The appointment of Ms. Hema Singh Rance
was approved by the shareholders with requisite ma-

jority through Postal Ballot dated March 26, 2025. The
Company is awaiting MIB approval.

The Board opined that Ms. Hema Singh Rance pos¬
sessed the requisite experience, skills and expertise
and is a person of high integrity and repute.

i iii. Re- appointment of Director retiring by
rotation

Pursuant to the provisions of the Companies Act, 2013,
Ms. Kalli Purie Bhandal (DIN: 00105318), Vice
Chairperson and Managing Director of the Company,
retires at the ensuing Annual General Meeting (“AGM”)
and being eligible, seeks re-appointment. A resolution
seeking shareholders' approval for her re-appointment
forms part of the Notice of the ensuing AGM.

i iv. Resignation of Director

During the year under review, Mr. Devajyoti Nirmal
Bhattacharya (DIN: 00868751) tendered his resigna¬
tion as Non - Executive Non - Independent Director of
the Company with effect from September 24, 2024 due
to his personal commitments.

The Board placed on record its sincere apprecia¬
tion for their valuable contribution in the growth of the
Company.

i v. Key Managerial Personnel

During the year under review, there was no change
in the Key Managerial Personnel of the Company.
As on March 31, 2025, the following are the Key
Managerial Personnel of the Company except the
Chairman&Whole-timeDirectorandVice-Chairperson&
Managing Director:

INDEPENDENT DIRECTORS

The Company has received declaration from all the
Independent Directors of the Company that they
meet the criteria of independence as laid down under

Section 149 (6) read with Schedule IV of the Compa¬
nies Act and Regulation 16 of SEBI Listing Regula¬
tions. The Independent Directors have also confirmed
that they have complied with the Company’s Code
of Conduct for Directors and Senior Management
Personnel and there has been no change in the
circumstances which may affect their status as Inde¬
pendent Directors of the Company. In terms of Regulation
25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of
any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective inde¬
pendent judgement and without any external influence
and that they are independent of the management.

All the Independent Directors of the Company have
registered themselves in the databank maintained
with the Indian Institute of Corporate Affairs (‘IICA’).
The Directors have further confirmed that they are not
debarred from holding the office of director under any
SEBI order or any other such authority.

In the opinion of the Board, all the Independ¬
ent Directors possess strong sense of integrity and
are having requisite experience, skills, qualification,
expertise and proficiency. For further details, please
refer Corporate Governance Report that forms part of
this Annual Report.

POLICY ON NOMINATION, REMUNERATION
AND BOARD DIVERSITY

The Company believes that building a diverse and
inclusive culture is integral to its success. A diverse
Board, among others, will enhance the quality of
decisions by utilising different skills, qualifications,
professional experience and knowledge of the Board
members necessary for achieving sustainable and
balanced development. At TV Today, we recognise the
importance of diversity and inclusion in our boardroom
and strive to maintain a diverse composition that
reflects the richness of the global community we serve.
The Company has an eminent, high-performing and
diverse Board comprising 33.33% Woman Directors.
In terms of SEBI Listing Regulations and Companies
Act, the Company has in place a Nomination &
Remuneration Policy.

The said Policy of the Company, inter-alia,
provides that the Nomination and Remuneration
Committee shall formulate the criteria for appointment

of Executive, Non-Executive and Independent
Directors on the Board of the Company and persons
in the Senior Management of the Company, their
remuneration including determination of qualifications,
positive attributes, independence of directors and
other matters as provided under sub-section (3) of
Section 178 of the Companies Act (including any
statutory modification(s) or re-enactment(s) thereof
for the time being in force). The Policy also lays down
broad guidelines for evaluation of the performance
of the Board as a whole, Committees of the Board,
Individual Directors including the Chairperson and
the Independent Directors. The Policy encourages the
appointment of women at senior executive levels and
thereby promoting diversity. The Policy is designed
to attract, recruit, retain and motivate best available
talent. The Policy is available on the website of the
Company at link https://www.aaitak.in/investor.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act
and the SEBI Listing Regulations, the Board of
Directors has carried out an annual evaluation of its
own performance, Board Committees and Individual
Director’s. A structured questionnaire was prepared
for evaluating the performance of the Board, its
Committees and Individual Director including
Independent Directors, after taking into consideration
the various facets related to working of Board, its
Committee and roles and responsibilities of Directors.
In a separate meeting of Independent Directors,
performance of Non-Independent Directors, the
Board as a whole and Chairman of the Company was
evaluated, taking into account the views of Executive
Directors and Non-Executive Directors. The Annual
Evaluation process was completed for the Financial
Year 2024-25. The evaluation process, criteria,
procedure and outcome have been explained in the
Corporate Governance Report that forms part of this
Annual Report.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Familiarization Programme for Independent
Directors aims to help the Director to understand the
Company, its business and the regulatory framework
in which the Company operates and equips him/her to

effectively discharge his/ her role as a Director of the
Company. The Independent Directors have complete
access to the information within the Company.

The Company conducts training sessions for the
Independent Directors where specific presentations
were provided to them about the Company’s
strategy, business model, operations, markets,
organization structure, product offerings, finance,
risk management framework, competitor’s analysis
and various other factors affecting the Company’s
business. Moreover, interactive meets are organized
from time to time to interact with Senior Management,
Head of departments and other key personnel of the
organization.

Key corporate communications/ announcements
are informed to all the Independent Directors on
regular basis to keep them abreast with what is
happening in the Company.

A note on the familiarisation programme adopted by
the Company for training of the Independent Directors,
is set out in the Corporate Governance Report which
forms part of this Annual Report. Further at the time of
appointment of an Independent Director, the Company
issues a formal letter of appointment outlining his / her
duties and responsibilities.

BOARD MEETINGS

The Board met 6 (six) times in the Financial Year
2024-25. The period between any two consecutive
meetings of the Board of Directors of the Company
was not more than 120 days. The details of the Board
Meetings and the attendance of the Directors are
provided in the Corporate Governance Report that
forms part of this Annual Report.

AUDIT COMMITTEE & OTHER BOARD
COMMITTEES

The details of composition and other related information
of the Audit Committee and other Committees of the
Board are stated in the Corporate Governance Report
which forms part of this Annual Report.

The Board, during the year under review, had
accepted all recommendations made to it by the Audit
Committee.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE
COMPANIES AND CONSOLIDATED FINAN¬
CIAL STATEMENTS

As at March 31, 2025, the Company has 3 (three)
subsidiary companies in terms of the provisions of
Companies Act, namely, T V Today Network (Business)
Limited, Mail Today Newspapers Private Limited and
Vibgyor Broadcasting Private Limited. The Company
has no material subsidiary in accordance with the SEBI
Listing Regulations.

As stipulated by Regulation 33 of the SEBI Listing
Regulations, the Consolidated Financial Statements
have been prepared by the Company in accordance
with the applicable Accounting Standards. The audited
Consolidated Financial Statements, together with
Auditors’ Report, forms part of the Annual Report.

During the year, the Board of Directors reviewed the
affairs of the subsidiaries. In accordance with Section
129(3) of the Companies Act, consolidated financial
statements of the Company and all its subsidiaries have
been prepared, which forms part of the Annual Report.
Further, a statement containing the salient features
of the financial statements of our subsidiaries in the
prescribed format AOC-1 is annexed as Annexure I.

Further, pursuant to the provisions of Section 136
of the Act, the financial statements of the Company,
consolidated financial statements together with related
information and reports, are available on the Company’s
website at https://www.aaitak.in/investor. Audited
accounts of each of its subsidiaries are not being
annexed to this report. The audited financial statements
of the subsidiaries are available for inspection at the
Company’s registered office and registered office of
the subsidiary during business hours as well as on
the website of the Company i.e. https://www.aaitak.in/
investor.

No Company has become /ceased to be Subsidiary/
Associate or Joint Venture during the Financial Year
2024-25.

TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND

During the year under review, the Company had
transferred the unpaid/unclaimed dividend pertaining
to Financial Year 2016-17 amounting to '4,11,112/- to
the Investor Education and Protection Fund (“IEPF”)
Account established by the Central Government. The

Company has also uploaded the details of unpaid
and unclaimed amounts lying with the Company as
on March 31,2025 on the website of the Company at
https://www.aajtak.in/investor.

Further, in terms of Section 124(6) read with
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (IEPF Rules), the Company had transferred
3,218 Equity Shares pertaining to Financial Year
2016-17 to the demat account of Investor Education
and Protection Fund Authority, details of which are
uploaded on the website of the Company i.e. https://
www.aajtak.in/investor/.

The Company sends specific advance
communication to the concerned shareholders at
their address registered with the Company and also
publishes notice in newspapers providing the details
of the shares due for transfer to enable them to take
appropriate action.

Shares which are transferred to IEPF can be
claimed back by the shareholders from Investor
Education and Protection Fund Authority by following
the procedure prescribed under the aforesaid rules.
The detailed procedure is also available on the website
of the Company at https://www.aajtak.in/investor.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with rules made thereunder,
M/s. S.R. Batliboi & Associates LLP, Chartered
Accountants (ICAI Firm Registration No. 101049W /
E300004) were re-appointed as the Statutory Auditors
of the Company in the 23^rd AGM of the Company held
on September 27, 2022 for their second term of five
consecutive years from the conclusion of the said
AGM till the conclusion of the 28^th AGM to be held in
the year 2027.

M/s. S.R. Batliboi & Associates LLP have confirmed
that they are not disqualified from continuing as Statutory
Auditors of the Company and satisfy the independence
criteria in terms of the applicable provisions of the
Companies Act and Code of Ethics issued by the
Institute of Chartered Accountants of India.

AUDITORS’ REPORT

The Auditors’ Report read along with notes to
accounts is self-explanatory and therefore does not
call for further comments. The Auditors’ Report does
not contain any qualification, reservation or adverse

remark except as otherwise mentioned therein. Please
refer Note No. 28 of the notes forming part of the
Standalone financial statements in this regard.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
M/s PI & Associates, Company Secretaries undertook
the Secretarial Audit of the Company for the Financial
Year 2024-25. The Secretarial Audit Report is annexed
herewith as Annexure II. The Secretarial Audit
Report is self- explanatory and does not contain any
qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

In terms of Regulation 24A read with other applicable
provisions of the SEBI Listing Regulations and
applicable provisions of the Companies Act, the Board
on the recommendation of the Audit Committee had
appointed M/s DMK Associates, Practicing Company
Secretaries (Firm Registration No. P2006DE003100)
(Peer Review Certificate No. 779/2020), as the
Secretarial Auditors of the Company for a term of five
(5) consecutive years commencing from Financial
Year 2025-26 to Financial Year 2029-30 subject to the
approval of the members. M/s DMK Associates has
confirmed that they are not disqualified to be appointed
as Secretarial Auditors of the Company in terms of
the provisions of the Act & Rules made thereunder
and SEBI Listing Regulations. A resolution seeking
shareholders’ approval for appointment of M/s DMK
Associates, Company Secretaries as Secretarial
Auditors of the Company forms part of the Notice of the
ensuing AGM.

INTERNAL AUDITORS

In terms of the provisions of the Companies Act
and Rules made thereunder, the Board on the
recommendation of Audit Committee had re-appointed
M/s Grant Thornton Bharat LLP, as the Internal Auditors
of the Company for the Financial Year 2024-25 to carry
out internal audit activities and review the internal
controls of the Company. On a quarterly basis, the
Internal Auditor reports the status of audits, the key
internal audit findings and action plan agreed with the
management to the Audit Committee.

Further, the Board, on the recommendation of Audit
Committee, has re-appointed M/s Grant Thornton
Bharat LLP, Chartered Accountants as Internal Auditors
of the Company for the Financial Year 2025-26.

COST AUDITORS

Pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, the Cost Audit for
Financial Year ended March 31,2025 was conducted
by M/s. SKG & Co (M. No. 000418).

Further, based on the recommendation of the
Audit Committee, the Board has approved the re¬
appointment of M/s. SKG & Co (M. No. 000418), as
the Cost Auditors of the Company for the Financial
Year 2025-26 at a remuneration of '1,75,000/- plus
applicable taxes and out of pocket expenses that may
be incurred by them during the course of audit. As
required under the Companies Act, the remuneration
payable to the Cost Auditor is required to be placed
before the Members in a general meeting for
their ratification. Accordingly, a resolution seeking
Member's ratification for the remuneration payable to
M/s. SKG & Co., Cost Auditors is included in the Notice
of the ensuing AGM. The Company has maintained
accounts and records as specified under sub-section
(1) of section 148 of the Companies Act.

CORPORATE SOCIAL RESPONSIBILITY

At TV Today, Corporate Social Responsibility (CSR)
encompasses much more than social outreach
programmes and aims to create a social impact in
the local community and the society at large. Over
the years, the Company has aligned its business
processes and goals to make a more deep-rooted
impact on the society's sustainable development. In
accordance with the requirements of Section 135 of
the Companies Act, the Company has constituted
a CSR Committee. The CSR Committee's prime
responsibility is to assist the Board in discharging
its social responsibilities by way of formulating and
monitoring implementation of the objectives set
out in the CSR Policy. The composition of the CSR
Committee is provided in the Annual Report on CSR
Activities and Corporate Governance Report, which
forms part of this Report.

The CSR Policy adopted by the Board is
available on the Company's website at

https://www.aaitak.in/investor/. The Policy recognizes
that CSR is not merely compliance, it is a commitment
to support initiatives that measurably improve the lives
of underprivileged. The CSR activities of your Company
are focused in key areas related to diversity and
inclusion, community investment, and environmental
sustainability. The CSR Policy also lays down the list
of activities for CSR projects, programs and activities.

The CSR Policy lays emphasis on transparent
monitoring mechanism for ensuring implementation of
the projects undertaken/ proposed to be undertaken by
the Company in accordance with the overall objectives
of the CSR policy.

Further, during the year under review, in terms of
provision of section 135 of the Companies Act, the
Board of Directors on the basis of recommendations
of the CSR Committee, had approved allocation of
'3,04,02,800/- towards CSR activities for the Financial
Year 2024-25. The projects undertaken by the Company
during the year focussed on the following:

(i) Promoting Education

(ii) Livelihood enhancement projects

(iii) Disaster management projects

(iv) Promoting Healthcare and Sanitation

(v) Setting-up of Public Libraries

(vi) Promoting Rural Sports and Nationally
Recognized Sports

(vii) Ensuring environmental sustainability

Further, out of the total amount so earmarked for CSR
for the Financial Year, the Company spent '84,14,876
during the Financial Year 2024-25 and transferred the
balance amount of '2,19,87,924 which was allocated
to ongoing projects and remained unspent as on March

31.2025 to CSR Unspent Account on April 03, 2025.

Further, the Company spent '1,18,72,617/- and

'1,82,44,629/- during the Financial Year 2024-25 out of
the CSR Unspent Account maintained for the ongoing
projects approved in the Financial Year 2022-23 and
2023-24 respectively. The Company has fully utilized
the balance unspent CSR amount for the FY 2022-23
during the period under review. The balance unspent
CSR amount for the financial year 2023-24 as on March

31.2025 is '80,14,099/-.

Detailed reasons for unspent amount is provided in
the Annual Report on Corporate Social Responsibility
u/s 135 of the Act, which is annexed as Annexure III
to this Report.

A detailed update on the CSR initiatives of the
Company is also provided in the Corporate Social
Responsibility section, which forms part of this Annual
Report.

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

Your Company has always placed sustainability as a
priority of its business approach. Our ability to fulfill
and exceed our responsibilities to our stakeholders is
a testament to our commitment. We have balanced
our business success with an unwavering focus on
exemplary governance and responsiveness to the
needs of the environment and society. The Business
Responsibility & Sustainability Report (“BRSR”)
follows the National Guidelines on Responsible
Business Conduct (NGRBC) principles on the
social, environmental and economic responsibilities
of business. Our BRSR includes our responses to
questions about our practices and performance on key
principles defined by Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations 2015 as amended from time to time,
which cover topics across the Environment, Social
and Governance dimensions. The BRSR for FY 2024¬
25 is presented as a separate section and forms part
of this Annual Report and is also available on the
Company’s website at https://www.aaitak.in/investor.

MANAGEMENT DISCUSSION
AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI Listing Regulations,
the Management Discussion and Analysis Report for
the Financial Year under review, is presented in a
separate section, forming part of this Annual Report.
As required under the provisions of the SEBI Listing
Regulations, the Audit Committee of the Company has
reviewed the Management Discussion and Analysis
Report of the Company for the financial year ended
March 31,2025.

CORPORATE GOVERNANCE REPORT

Corporate Governance encompasses a set of systems
and practices to ensure that the Company’s affairs are
managed in a manner which ensures accountability,
transparency and fairness in all transactions in the
widest sense. Robust Corporate Governance forms

the cornerstone of our sustained performance, helping
us gain the trust and respect of our stakeholders. The
objective is to meet stakeholders’ aspirations and
societal expectations.

Your Company always places major thrust on
managing its affairs with diligence, transparency,
responsibility and accountability thereby upholding
the important dictum that an organisation’s corporate
governance philosophy is directly linked to high
performance.

The Company understands and respects its fiduciary
role and responsibility towards its stakeholders and
society at large and strives to serve their interests,
resulting in creation of value and wealth for all
stakeholders.

A report on Corporate Governance forms part
of this Annual Report along with the Certificate on
Corporate Governance as required under SEBI
Listing Regulations. The certificate issued by M/s PI &
Associates, a firm of Company Secretaries in Practice
for the Financial Year 2024-25 does not contain any
qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL
CONTROL AND THEIR ADEQUACY

The Company has put in place adequate internal
financial controls commensurate with its size and
nature of its business, these have been designed
provide reasonable assurance in preparation of reliable
financial statements.

The Company uses ERP system to maintain its
books of accounts with adequate checks and balances
inbuilt into it, which include segregation of duties,
maker checker control, audit trail, and multiple other
transactional controls. We have defined Standard
Operating Procedures, Risk Control Matrix and follow
such other practices like Job Rotation, Delegation
of authority matrix etc. to ensure transparency
and accountability in recording of transactions and
preparation of financial statements.

An internal audit programme covering all the
key business processes has been put in place and
approved by the Audit Committee. Independent audit
firm performs thorough internal audit on periodic basis
to review the adequacy of the internal control systems
and adherence with defined policies and procedures.
Their recommendations are reviewed by Audit
Committee.

The Board has adopted the policies and procedures
for ensuring the orderly and efficient conduct of
business, including adherence to the Company’s
policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and
completeness of the accounting records and timely
preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has a duly approved Risk Management
Policy and constituted Risk Management Committee
as required under SEBI Listing Regulations. The
Committee oversees the Risk Management process
including risk identification, impact assessment,
effective implementation of the mitigation plans and
risk reporting. The purpose of the Committee is to
assist the Board of Directors in fulfilling its oversight
responsibilities with regard to enterprise risk
management.

The Company faces constant pressure from the
evolving marketplace that impacts important issues
in risk management and threatens profit margins. The
Company emphasizes on those risks that threaten
the achievement of its business objectives over the
short to medium term. Your Company has adopted
the mechanism for periodic assessment to identify,
analyze, and mitigate the risks.

The appropriate risk identification method depends
on the application area (i.e. nature of activities and the
hazard groups), the nature of the project, the project
phase, resources available, regulatory requirements
and client requirements as to objectives, desired
outcome and the required level of detail.

All the senior executives have the responsibility for
over viewing management’s processes (which results
in identifying, assessing and monitoring risk associated
with organization’s business operations) and the
implementation and maintenance of policies and
control procedures to give adequate protection against
key risk of the Company.

Further, in carrying out the risk management
processes, the senior executives of the Company
consider and assess the appropriateness and
effectiveness of management information and other
systems of internal control, encompassing review of
the external Auditor’s report to management on internal
control and action taken or proposed resulting from
those reports.

The risk management and internal control systems
within the organization encompass all policies,
processes, practices and procedures established by
management and / or the Board to provide reasonable
assurance that:

• Established corporate, business strategies and
objectives are achieved;

• Risk exposure is identified and adequately monitored
and managed;

• Resources are acquired economically, adequately
protected and managed efficiently and effectively in
carrying out the business;

• Significant financial, managerial and operating
information is accurate, relevant, timely and reliable;
and

• There is an adequate level of compliance with
policies, standards, procedures and applicable laws
and regulations.

POLICIES OF THE COMPANY

The Company as per the provisions of Companies Act and SEBI Listing Regulations has formulated the following
policies and uploaded them on its website:

VIGIL MECHANISM & WHISTLE BLOWER
POLICY

The Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The
Company has a Vigil Mechanism and Whistle blower
policy under which the persons covered under
the policy including Directors, employees and all
stakeholders are free to report misuse or abuse
of authority, fraud or suspected fraud, violation of
Company rules, manipulations, negligence causing
danger to public health and safety, misappropriation
of monies, and other matters or activity on account
of which the interest of the Company is affected. The
Whistle Blower Policy of your Company is available
on the Company’s website at https://www.aajtak.in/
investor.

During the year under review, no complaints were
received under Vigil Mechanism & Whistle Blower
Policy and no employee was denied access to the
Chairman of the Audit Committee.

DETAILS OF LOANS, INVESTMENTS AND
GUARANTEES UNDER SECTION 186

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act are given in Note No. 24 of the Notes
forming part of the Standalone Financial Statements.
During the financial year under review, the Company
has complied with the provisions of Section 186 of the
Companies Act read with the rules made thereunder.

ANNUAL RETURN

The Annual Return, as required under Section 92 of
the Companies Act, is available on the Company’s
website at https://www.aaitak.in/investor.

INTEGRATED REPORTING

Your Company is delighted to voluntarily present its
2^nd Integrated Report (“IR”) for the financial year 2024¬
25, a testament to our commitment to transparency,
sustainability, and value creation. This report is a
significant milestone in our journey towards integrated
thinking and comprehensive corporate reporting.

This report, comprising both financial and non¬
financial information, is designed to empower you,

our valued stakeholders, with the knowledge to better
understand the Company’s perspective and value
creation.

We have provided off-balance-sheet capital
through disclosures on value creation based on the
six capitals, namely Financial Capital, Manufactured
Capital, Intellectual Capital, Human Capital, Social &
Relationship Capital and Natural Capital.

This comprehensive approach ensures that all
aspects of value creation, reflecting our dedication
to sustainable development and stakeholder
engagement are covered.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of the Companies Act
and the SEBI Listing Regulations, the Company
has formulated a Policy on materiality of Related
Party Transactions and Dealing with Related Party
Transactions and it can be accessed on the Company’s
website at https://www.aaitak.in/investor.

During the year under review, all related party
transactions entered into by the Company, were
approved by the Audit Committee and were at
arm’s length and in the ordinary course of business.
Prior omnibus approval of the Audit Committee was
obtained for the transactions which are of a foreseen
and repetitive nature. During the financial year,
the Company had not entered into any contract/
arrangement/ transaction with related parties which
could be considered material in accordance with the
policy of the Company on materiality of related party
transactions. Accordingly, the disclosure of Related
Party Transactions as required under Section 134
(3) (h) of the Companies Act in Form AOC-2 is not
applicable for the Financial Year 2024-25 and hence
does not form part of this report.

Details of related party transactions entered into by
the Company, in terms of Ind AS - 24 are mentioned in
Note No. 21 of the notes forming part of the Standalone
financial statements.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration as required under
section 197(12) of the Companies Act read with Rule
5(1) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as
Annexure IV to this report.

In terms of the second proviso to Section 136 of
the Companies Act, the annual report is being sent
to all members of the Company excluding Particulars
of employees as required under Section 197 of the
Companies Act read with Rule 5(2) & (3) of the
Companies (Appointment and Managerial Personnel)
Rules, 2014. The same is open for inspection at the
registered office of the Company during business
hours for a period starting twenty one days before the
date of the AGM. Any member interested in obtaining
a copy thereof, may write to the Company Secretary.

During the year under review, Mr. Aroon Purie
and Ms. Kalli Purie Bhandal drew remuneration of
'5,43,04,758/- per annum and '5,00,00,000/- per
annum respectively from Living Media India Limited,
the Holding Company (LMIL) in their capacity of Editor
in Chief and Managing Director, respectively in LMIL.
No other Director of the Company was in receipt of
any remuneration or commission from any holding
company or subsidiary company of the Company for
the Financial Year 2024-25.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information with regard to Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo in accordance with the provisions
of Section 134(3)(m) of the Companies Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, is
given as Annexure V forming part of this Report.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There were no significant material orders passed by
the Regulators/ Courts/ Tribunals during the Financial
Year 2024-25 which would impact the going concern
status of the Company and its future operations.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5)
of the Companies Act, with respect to Directors'
Responsibility Statement, it is confirmed that:

• in the preparation of the annual accounts for the
Financial Year ended March 31,2025, the applicable

accounting standards have been followed and there
are no material departures from the same;

• the Directors 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 as at March 31,2025 and of the profit
of the Company for the year ended on that date;

• the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

• the Directors have prepared the annual accounts of
the Company on a going concern basis;

• the Directors, have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively;

• the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

STATEMENT UNDER SEXUAL HARASS¬
MENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has complied with the provisions of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
and has in place a Policy on Prevention of Sexual
Harassment at the Workplace in line with the provisions
of the said Companies Act and an Internal Complaints
Committee has also been set up to redress complaints
received regarding Sexual Harassment. The policy
and the Internal Complaints Committee is announced
to all staff and is available on the internal portal and is
also disclosed on the website of the Company at link
www.aaitak.com/Investors/POSH.

Three complaints of sexual harassment were
received during the financial year 2024-25. All three
cases were duly investigated and resolved within the
same financial year.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company have not
reported incident related to fraud during the financial
year 2024-25 to the Audit Committee or Board of
Directors under Section 143(12) of the Companies
Act.

(ii) The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of
Directors and General Meetings;

(iii) No material changes and commitments, if any,
affecting the financial position of the Company have
occurred between the end of the Financial Year of
the Company to which the financial statements relate
and the date of this report;

(iv) No change in the nature of the business of the
Company happened during the financial year under
review;

(v) There was no proceeding pending under Insolvency
and Bankruptcy Code, 2016 during the financial year
under review.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation
for the contribution made by employees at all levels.
Their dedication, commitment and team effort helped
your Company in achieving the performance during the
year.

Your Directors also acknowledge with thanks the
continued support given by the Government, Bankers,
Members and Investors at large and look forward to their
continued support.

For and on behalf of the Board of Directors

Aroon Purie

Place: Noida Chairman & Whole-time Director

Date: May 22, 2025 DIN:00002794

1

MIB vide its letter dated May 28, 2025 had approved the appointment of Ms. Hema Singh Rance as an Independent Director of the Company. Accordingly, her
appointment as an Independent Director of Company for a term of five consecutive years had become effective from May 28, 2025.