New Delhi Television Ltd

Dear Shareholders,

Your Directors are pleased to present the 37^th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2025 ("FY 2024-25" or "FY25").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with the applicable Indian Accounting Standards ("Ind AS"), and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlights are depicted below:

(Rs in millions)

Notes:

1. There are no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

2. Previous year figures have been re-grouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Performance Highlights

New Delhi Television Limited ("NDTV") founded in 1988, is a pioneering news television and digital journalism company in India. NDTV continues to be recognized as one of the most trusted news networks in India and a leader in digital engagement. Its channels NDTV 24x7 (English), NDTV India (Hindi), NDTV Profit (Business), NDTV Madhya Pradesh & Chhattisgarh, NDTV Rajasthan and NDTV Marathi continue to raise the standards of journalism with innovative programming and uncompromising integrity. Incisive and creative, the channels target the global Indian audience with news that is credible, accurate, and fast. On social media, NDTV's following remains premium. NDTV is the most-popular English news handle on X (formerly Twitter) in India with 17.9 million followers. NDTV channels on YouTube have nearly 37.1 million subscribers. NDTV YouTube channel is the highest subscribed English news channel in India with 14.5 million subscribers. NDTV is also one of the most-followed English news account on Instagram in India with 3.3 million followers. Targeting a new younger demographic, NDTV's channels on Snapchat are driving high engagement with 0.9 million followers. NDTV's video views across online platforms have crossed 10.4 billion views in FY25, with a combined presence of over 90.4 million across social media platforms.

The key aspects of your Company's consolidated financial performance for FY25 are as follows:

- Consolidated total revenue from operations stood at ' 4,650.31 million in FY 2024-25 vs ' 3,700.06 million in FY 2023-24.

- Consolidated EBIDTA decreased by 2672% to Rs (1,715.94) million in FY 2024-25 vs Rs (61.90) million in FY 2023-24.

- Consolidated Net Loss stood at Rs (2,180.23) million in FY 2024-25 vs Rs (213.67) million in FY 2023-24.

The key aspects of your Company's standalone financial performance for FY25 are as follows:

- Revenue from operations increased by 14.31% to ' 2,617.23 million in FY 2024-25 vs ' 2,289.64 million in FY 2023-24.

- Net Loss stood at Rs (1,997.96) million in FY 2024-25 vs Rs (122.59) million in FY 2023-24.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Dividend and Reserves Dividend

The Board of Directors ("the Board") of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2024-25.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on your Company's website and link for the same is given in Annexure A of this report.

Transfer to Reserves

In accordance with the Act, the Board of your Company does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for the FY 2024-25, after all appropriations and adjustments, was Rs (3,724.55) million.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The authorized share capital of your Company is ' 1,733 million and paid-up share capital of your Company is ' 257.89 million.

Strategic Acquisitions/ Investment

During the year under review, your Company undertook strategic steps to consolidate its holdings in the subsidiary companies with a view to enhance the operational control and to streamline the group structure. In this regard, your Company made the investments for the acquisition of:

- 6,445 equity shares, constituting 9.66% equity share capital of NDTV Convergence Limited;

- 8,740 equity shares, constituting 14.86% equity share capital of NDTV Networks Limited;

- 9,566 equity shares, constituting 8.00% equity share capital of NDTV Worldwide Limited;

- 2,98,700 equity shares, constituting 26% equity share capital of NDTV Media Limited.

Public Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of FY25 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The particulars of loans, investments, guarantees, and securities made during the year under review, are given in the notes forming part of the standalone financial statements of the Company as per Section 186 of the Act.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

Pursuant to the provisions of Sections 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be available for inspection by any shareholder during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of your Company and the audited accounts of each of its subsidiaries, are available on the website of your Company (www.ndtv.com).

Material Subsidiaries

Based on the Financial Statements as on March 31,2025, your Company has 1 (one) unlisted material subsidiary

i.e. NDTV Convergence Limited. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and a link for the same is given in Annexure A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

As of March 31, 2025, your Company's Board of Directors comprises 6 (six) members, including 2 (two) Executive Directors and 4 (four) Non-Executive Independent Directors, one of whom is a Woman Director. The details of the Board and Committees composition, Directors' tenure, and other information are available in the Corporate Governance Report, which forms part of this Annual Report.

In compliance with the SEBI Listing Regulations, the Board has identified the Directors' core skills, expertise, and competencies relevant to your Company's business for effective governance. Details of the Board's key skills, expertise, and core competencies are provided in the Corporate Governance Report, which forms part of this Annual Report.

Appointment/Cessation/Change in Designation of Directors

During the year under review, the following changes took place in the Directorships:

Re-appointment:

- Mr. Upendra Kumar Sinha (DIN: 00010336) has been re-appointed as an Independent Director and Chairperson of your Company for a second term of 3 (three) years, with effect from March 27, 2025, notwithstanding his attaining the age of seventy-five years, subject to the approval of the shareholders at the ensuing AGM.

- Ms. Dipali Balkrishan Goenka (DIN: 00007199) has been re-appointed as an Independent Director of your Company for a second term of 3 (three) years, with effect from March 27, 2025, subject to the approval of the shareholders at the ensuing AGM.

- Mr. Dinesh Kumar Mittal (DIN: 00040000) has been re-appointed as an Independent Director of your Company for a second term of 3 (three) years, with effect from June 27, 2025, notwithstanding his attaining the age of seventy-five years, subject to the approval of the shareholders at the ensuing AGM.

Change in designation:

- Mr. Senthil Chengalvarayan (DIN: 02330757)

has been re-designated as a Non-Executive Non-Independent Director of your Company w.e.f. April 1, 2025, subject to the approval of the shareholders at the ensuing AGM.

Re-appointment of Director(s) retiring by rotation

- In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, and the Articles of Association of your Company, Mr. Sanjay Pugalia (DIN: 08360398) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Upendra Kumar Sinha, Ms. Dipali Balkrishan

Goenka, Mr. Dinesh Kumar Mittal, Mr. Sanjay Pugalia, and re-designation of Mr. Senthil Chengalvarayan for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing AGM.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

- Mr. Sanjay Pugalia, Whole-time Director

- Mr. Anup Dutta, Chief Financial Officer

- Ms. Parinita Bhutani Duggal, Company Secretary

Committees of the Board

As on March 31, 2025, the Board has constituted the following Statutory Committees pursuant to the applicable provisions of the Act and the SEBI Listing Regulations:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 7 (seven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 7, 2025 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees, and the Board as a whole, along with the performance of the Chairperson of your Company, taking into account the views of the Whole-time Directors and assessed the quality, quantity and timeliness of the flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board for the FY 2024-25.

A detailed questionnaire was prepared in accordance with the criteria outlined in the SEBI's 'Guidance Note on Board Evaluation' and was approved by the Nomination and Remuneration Committee ("NRC").

The results of the evaluation showed high level of commitment and engagement of the Board, its various Committees and individual Directors. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 7, 2025 and also at the NRC meeting and Board meeting held on April 25, 2025. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.

Board Familiarisation and Training Programme

The Board Familiarisation Programme comprises of the following:

- Induction programme for Directors including Non-Executive Directors;

- Immersion sessions on business and functions;

- Formulating business plans and new regulatory requirements; and

- Strategy sessions

All new Directors are provided with necessary documents/ presentations, reports and internal policies to enable them to familiarise with your Company's procedures and practices.

Periodic presentations are made by the senior executives at the Board and Committee meetings. Key aspects that are covered in these presentations include:

- Industry / market trends;

- Overview of the Company's operations including those of major subsidiaries;

- Growth Strategy; and

- Changes in statutory provisions.

The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

Policy on Directors' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on the Directors' appointment, remuneration and other matters ("Remuneration Policy"), which is available on the website of your Company and link for the same is given in Annexure A of this report.

The Remuneration Policy for selection of the Directors and determining the Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance, based on review of achievements. The Remuneration Policy is in consonance with the existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms set out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and link for the same is given in Annexure A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of its knowledge and based on the information and explanations received from the management of your Company, confirms that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements 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 loss of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared 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 operating effectively;

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

Internal Financial control system and its adequacy

The details in respect of internal financial controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

Your Company operates under a structured Risk Management Framework designed to identify, assess, and mitigate risks effectively. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified across the businesses are systematically addressed through mitigation measures on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report.

Compliance Management Mechanism

Your Company has deployed a compliance management tool to monitor compliance requirements and provide period updates to the senior management. The Audit Committee and the Board periodically monitor the status of compliance with applicable laws.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure A of this report.

During the year, your Company was not required to make CSR contribution as it did not qualify in any of the criteria mentioned in Section 135 of the Act read with rules made thereunder. Accordingly, the Annual Report on CSR activities is not applicable on your Company for FY25 and hence, does not form part of this report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to upholding high standards of corporate governance. As required under the SEBI Listing Regulations, the Corporate Governance Report is included in this Annual Report, along with the requisite compliance certificate from a Practicing Company Secretary.

Pursuant to SEBI Listing Regulations, your Company has established a Code of Conduct applicable to its Board Members and Senior Management Personnel.

All concerned individuals have acknowledged compliance with the Code, which is hosted on the Company's website and the link for the same is given in Annexure A of this report.

Business Responsibility & Sustainability Report (BRSR)

In compliance with the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for FY25, outlining your Company's environmental, social, and governance (ESG) initiatives, is included in this Annual Report. The ESG disclosures have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025, prepared in accordance with Section 92(3) of the Act, is made available on the website of your Company and can be accessed using the link: https://www.ndtv.com/convergence/ndtv/corporatepage/Annual_return.aspx

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length, in the ordinary course of business, and in accordance with the provisions of the Act, SEBI Listing Regulations, and your Company's Policy on Related Party Transactions.

The Audit Committee comprises 4 (four) members, with Independent Directors forming the majority. The Members disclosed their interests and recused themselves from deliberations and voting on the transaction(s) in which they were interested.

During the year, your Company has not entered into any transaction with a related party which could be considered material in terms of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2, is not applicable and hence does not form part of this report.

During the year, all material Related Party Transactions, as required under the SEBI Listing Regulations, were duly approved by the Company's shareholders through postal ballot. The respective results were declared on October 6, 2024 and March 22, 2025.

Your Company did not enter into any Related Party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link given in Annexure A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 00050N/N500045) were appointed as Statutory Auditors of the Company, for a term of 5 (five) years to hold office till the conclusion of the ensuing AGM to be held in the year 2025.

As recommended by the Audit Committee, the Board of Directors of the Company approved the re-appointment of M/s. S.N. Dhawan & Co. LLP, Chartered Accountants as Statutory Auditors of the Company, to hold office for a second term of 5 (five) consecutive years commencing from the conclusion of the ensuing 37^th AGM till the conclusion of 42^nd AGM of the Company to be held in the year 2030, subject to your approval being sought at the ensuing AGM.

Your Company has received a letter from M/s. S.N. Dhawan & Co. LLP, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Act read with the rules made thereunder and that they are not disqualified for such re-appointment.

The Statutory Auditors were represented at the previous Annual General Meeting of your Company conducted on June 26, 2024.

The Statutory Auditors have issued unmodified opinions on both the Standalone and Consolidated Financial Statements. Their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The notes to the financial statements, as referred to in the Auditors' Report, are self-explanatory.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Board re-appointed M/s. Vishal Arora & Associates, Practicing Company Secretaries, to undertake the Secretarial

Audit of your Company for FY25. The Secretarial Audit Report for the year under review is provided as Annexure B to this report. There are no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

Further, pursuant to the amended Regulation 24A of the SEBI Listing Regulations, and subject to your approval being sought at the ensuing AGM, M/s. Vishal Arora & Associates, Practicing Company Secretaries (C.P. No.5992; Peer review certificate no. 967/2020) has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of 5 (five) consecutive years from FY 2025-26 to FY 2029-30. M/s. Vishal Arora & Associates, Practicing Company Secretaries, have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of the SEBI Listing Regulations, NDTV Convergence Limited, which is a material unlisted subsidiary of your Company, also appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit for FY25. The Secretarial Audit Report confirms that the material subsidiary has complied with the provisions of the Act, including rules, regulations and guidelines thereof, and that there were no deviations or non - compliances. The Secretarial Audit Report of the material subsidiary for the year under review is provided as Annexure B to this report.

Secretarial Standards

During the year under review, your Company has complied with all applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Cost Records and Cost Auditors

During the year under review, your Company maintained all accounts and cost records as required under Section 148(1) of the Act. These records were audited by your Company's Cost Auditors, M/s. Sanjay Gupta & Associates, for FY 2024-25.

The Board has re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration Number: 000212) as the Cost Auditors of your Company for conducting the audit of cost records for FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM.

The Company has duly prepared and maintained all cost accounts and records as mandated under Section 148(1) of the Act.

Reporting of frauds by Auditors

During the year under review, no fraud by any officer or employee of your Company was reported to the Audit Committee by the Statutory Auditors or the Secretarial Auditor, in compliance with Section 143(12) of the Act.

Particulars of Employees

Your Company has 796 employees as of March 31, 2025.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure C to this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed thereunder, your Company has implemented a comprehensive Anti-Sexual Harassment Policy and established Internal Complaints Committees (ICC) at all relevant locations across India. These Committees are empowered to address and resolve complaints of sexual harassment.

Each ICC comprises an external member with relevant expertise and is chaired by a senior female employee. The Committees conduct impartial investigations and render decisions at their respective locations.

Your Company maintains a zero-tolerance policy toward sexual harassment in the workplace, including remote work environments.

To reinforce this commitment, the ICCs actively conduct awareness programmes on sexual harassment prevention. Additionally, all employees must complete mandatory POSH (Prevention of Sexual Harassment) training and certification to enhance sensitivity and awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

Vigil Mechanism

In compliance with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has implemented a Whistle Blower Policy and established a Vigil Mechanism. This framework enables Directors and employees to report genuine concerns regarding unethical behavior or improper practices without fear of retaliation.

The Vigil Mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee.

The said policy is uploaded on the website of your Company and the link for the same is given in Annexure A of this report.

During the year under review, your Company received and investigated one whistleblower complaint through its Ethics Committee. The investigation found no instances of non-compliance, and the matter was formally closed following comprehensive reporting to the Audit Committee in line with the Policy requirements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided in Annexure D to this report.

Cyber Security

In response to growing cybersecurity threats, the Company conducts periodic reviews of its cybersecurity maturity and continuously enhances both processes and technological controls to align with evolving risks. Our technology environment employs real-time security monitoring with multi-layered controls spanning end-user devices, network infrastructure, applications, and data protection.

During the reporting period, your Company has identified a phishing attack on September 26, 2024, which compromised two business email accounts. A thorough investigation was conducted, and the incident was promptly reported to the Computer Emergency Response Team (CERT-In) in accordance with the regulatory requirements.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Company's shares by the Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been made available on your Company's website and the link for the same is given in Annexure A to this report.

General Disclosures

1. During the year under review, Mr. Sanjay Pugalia, Whole-time Director of your Company, has not drawn any remuneration from the Company. Mr. Pugalia draws remuneration from AMG Media Networks Limited (AMG Media), in his capacity as a Director of AMG Media, which is the Holding Company of your Company. Except Mr. Pugalia, no other Director of your Company was in receipt of any remuneration or commission from any holding / subsidiary company of your Company for the FY 2024-25.

2. An Interlocutory application was filed by the Resolution Professional under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016, challenging certain transactions undertaken by an erstwhile subsidiary, Indianroots Shopping Limited, in which the Company sold the majority stake in 2018. Your Company has filed its response categorically denying the allegations and has provided the relevant supporting document for the transactions. The matter is still pending before the NCLT and no adverse order has been passed against your Company.

3. Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme;

c. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations. Further, the details of Penalties / Adverse orders / Show Cause Notice is annexed as Annexure E to this Report;

d. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loans were given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)

(c) of the Act);

e. One time settlement of loan obtained from the Banks or Financial Institutions;

f. Revision of financial statements and Directors' Report of your Company;

g. Change in the nature of business of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Statutory Authorities and Banks. Your Directors thank all the esteemed shareholders, customers, vendors, audience and business associates for their faith, trust and confidence reposed in your Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.