T.V. Today Network Ltd

Your Directors have the pleasure of presenting the Twenty Fifth (25^th) Annual Report of T.V. Today Network Limited ("T.V. Today / Company") together with the Audited Financial Statements for the financial year ("FY") ended March 31,2024.

FINANCIAL HIGHLIGHTS

In compliance with the provisions of the Companies Act, 2013 ("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 2023-24. The highlights of the standalone and consolidated financial statements of the Company for the FY 2023-24 and FY 2022-23 are as under:

(Rs. in Crore)

Note:

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.

PERFORMANCE

On standalone basis your Company's total income for FY 2023-24 was Rs.989.85 Crores. Profit before tax was Rs.77.06 Crores as compared to Rs.120.18 Crores in the last financial year. Profit after tax was Rs.56.39 Crores as compared to Rs.88.06 Crores 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.

AAJTAK

Aaj Tak has maintained its leadership among Hindi News Channels in the new Augmented Data Reporting Structure (ADRS) of audience measurement system BARC.

Through the entire FY 2023-24, Aaj Tak has maintained a leadership position across multiple major breaking news such as Key Consecration Hours - Ayodhya Ram Mandir - 22^nd January 2024 - where Aaj Tak was ranked #1 TV Channel, Chandrayaan - 3 landing - full day as well as key landing hours on 23^rd August 2023, key counting hours of the 4 state elections on 3^rd December 2023, CM announcements in Chhattisgarh, MP and Rajasthan, key counting hours of Karnataka Elections 2023, key broadcast hours of G20 Summit on 9^th and 10^th September 2023 and new Parliament inauguration by Hon'ble Prime Minister Mr. Narendra Modi on 28^th May 2023.

AAJTAK HD

Aaj Tak HD reached to the maximum number of viewers amongst all HD channels in FY 2023-24.

GOOD NEWS TODAY

During the year under review, Good News Today reached out to more than 10 Crore Viewers on DD's Freedish Platform and Good News Today is ahead of News18 India, Republic Bharat, India TV and Times Now Navbharat.

In terms of viewership, Good News Today is ahead of News Nation, ABP News and DD News.

INDIA TODAY TELEVISION

India Today Television has also obtained the leadership position in the English News Genre during Key News and Events such as Key Counting hours of The Karnataka State Elections 2023, on the Day of Consecration at Ayodhya Ram Mandir and during the Key Parade hours of the Republic Day.

ISHQ 104.8 FM

Your Company proudly operates Rs.104.8 Ishq FM,' India's only Romantic Radio Station, currently broadcasting in the top three metro cities: Delhi, Mumbai, and Kolkata. Ishq FM distinguishes itself with its superior music quality and consistent sound, setting it apart from the competition. Both consumers and industry experts continuously praise Ishq FM for providing an unparalleled and immersive listening experience, keeping listeners captivated with its romantic music and innovative soundscape. Your Radio Jockeys ("RJ") are recognized for delivering content high on Emotional Quotient, interspersed with humour and celebrity interviews to enhance the entertainment and fun factor.

During the year under review, Ishq FM successfully launched its ‘Consumer Ticketing Event Vertical' under which it successfully hosted 4 Grand Concerts, collaborating with A-lister artists. Sonu Nigam in Delhi & Kolkata, Sunidhi Chauhan in Delhi & Shankar Mahadevan in Mumbai. The concerts were not only a sold-out and profitable, but they also delivered a never-before ticketing experience and created a great interface for the brand to give its listeners a very engaging consumer experience. During this year, the social media journey of your station made a rise with approximately 20 million accounts reach on platforms like Meta (Instagram & Facebook).

During the year under review, Ishq FM brought in a few popular RJs in Delhi & Kolkata and launched brand- new shows with them. With India hosting the Cricket World Cup, Ishq FM pulled off a successful campaign "Rang De Blue" to support the men in blue. Listeners were given a chance to take home hundreds of official fan jerseys through interesting contests.

During the year under review, Ishq FM also created a new podcast series, ‘The Winning Captains'- narrating inspiring stories of legendary cricket captains who lifted the World Cup Trophy over the years and also brought back the next editions of its successful Intellectual Properties ("IPs") like Ishq Music Awards, Diwali Gift Stock Exchange, Azaadi Kiraye Se. On the technology innovation front, Ishq FM pioneered a new era by launching an exclusive segment featuring AI Anchor Sana, who not only provides regular tech and cricket updates but also sets the stage for future advancements in radio broadcasting.

DIGITAL BUSINESS

The India Today Group is the most watched Video News Publisher by achieving the top spot in total viewing minutes by users in the second half of the financial year 2023-24.

Your Company has solidified its unchallenged supremacy as the leader in Connected TV (CTV) video views, achieving a remarkable 66% surge in FY 202324. Furthermore, it has reclaimed its top position in total minutes viewed, demonstrating an impressive 72% growth compared to FY 2022-23. These milestones underscore the company's unparalleled leadership and continued dominance in the CTV landscape.

Aaj Tak continues to lead the digital news landscape as the most followed news channel on YouTube, boasting an impressive 63.7 million subscribers. Remarkably, it is also the only news channel globally to be awarded a Custom button, underscoring its unparalleled influence and reach. Aaj Tak has solidified its dominance with the newly launched WhatsApp Channel, emerging as the unrivaled leader in news consumption on the platform. With an impressive follower base of 2.02 crore, Aaj Tak continues to set the benchmark for engagement and reach in the digital news landscape.

The Company boasts of a whopping ~92M Follower base (including Facebook, Instagram and X), on parent handles alone.

The Company is driving rapid growth through its digital-first initiatives, unwaveringly dedicated to developing, evaluating, engaging, and monetising exclusive content crafted by India's esteemed editorial team.

TAK CHANNELS

The ethos of ‘Aapki khabar, Aapke Liye, Aapke Time Par, Aapki Bhasha Main' drives the India Today

Group's Tak channels, offering a wide array of interest- based and news-centric content. The Group's 22 dedicated Tak channels cover 10 diverse content genres and span across 5 languages. These channels include National News, International News, Business News, Regional News, Sports News, Crime News, Entertainment, Astrology, Fitness, and Literature, ensuring comprehensive and accessible news for every viewer.

During the year under review, our Tak channels have witnessed a 23% growth in social media subscribers and amassed a staggering 16.78 billion video views across social media platforms (Source: Facebook Insights, YouTube Analytics, AprRs.23-MarRs.24). The channels have a collective fan base of 70.5 million (Source: YouTube Subscriber MarRs.24).

Additionally, key YouTube channels such as Mumbai Tak, UP Tak, Bihar Tak, Crime Tak, and Astro Tak have experienced significant subscriber growth, with increases of 66%, 40%, 25%, 25%, and 23% respectively, over the past year. These impressive gains underscore the expanding reach and influence of our diverse content offerings.

The various Taks are the digital first channels of the India Today Group. Each of these channels has a robust presence across social media platforms. Furthermore, there are dedicated destination platforms/websites for channels including UP Tak (www.uptak.in), MP Tak (www.mptak.in), Mumbai Tak (www.mumbaitak.in), Sports Tak (www.thesportstak.com), Rajasthan Tak (www.raiasthantak.com). News Tak (www.newstak.in), Chhattisgarh Tak (www.chhattisgarhtak.in), Gujarat Tak (www.gujarattak.in), Crime Tak (www.crimetak.in), Astro Tak (www.astrotak.com) and Kisan Tak (www.kisantak.in).

Beyond digital expansion, the Tak channels have successfully orchestrated numerous high-impact on-ground events throughout the year, including Chhattisgarh Tak Baithak, KisanTak Aam Sabha, and UP Tak Utsav. These events have further solidified our engagement with audiences, bringing our content directly to the community and fostering deeper connections.

BUSINESS TODAY DIGITAL

Business Today Digital has become the country's fastest growing platform for business news and analysis. Business Today Digital (www.businesstodav. in) reported 86% growth in Total Average Monthly

Unique Visitors from 8.2 million in FY2022-23 to 15.3 million in FY2023-24, according to comscore; www.businesstoday.in is among the Top 4 websites in the Business/Finance News category for Average Monthly Total Unique Visitors of FY2023-24. It has doubled its average monthly page views in FY2023-24, achieving a 108% growth from 20.7 million in FY2022- 23 to 43 million in FY2023-24.

BUSINESS TODAY TELEVISION (BTTV)

BTTV has emerged as one of the fastest live streaming and social platform business news channels that has set the bar in the coverage of business and economy in the world's fifth largest and fastest-growing major economy. One of the latest innovations by the India Today Group, BTTV is part of the 31-year-old Business Today megabrand, and complements the group's strategic vision for its brand to achieve leadership across ‘on stands, online, and on air'.

BTTV is available on TV, web, and social media platforms including YouTube, Facebook, LinkedIn, Twitter and Instagram. The channel provides in-depth, comprehensive coverage, including delivery of real-time breaking news, insightful analysis, expert perspectives and engaging long-form shows on a variety of topics, from the corporate world to stock markets to macroeconomic issues, and the new economy, as well as a variety of powerful event IPs. BTTV has adapted to the current trend that favours short-form content, catering to a mobile-first viewership in India.

With over 400 million views over the year and more than 6 million subscribers across various platforms including YouTube, Facebook, LinkedIn, Twitter, Instagram, businesstodav.in and bazaar.businesstodav. in., BTTV has solidified its position as one of the top business news destinations and is a significant player in the digital media space.

During the year under review, flagship programmes of BTTV included ‘Market Today', ‘Daily Calls', and ‘Easynomics'. Also, BTBazaar and bazaar. businesstoday.in have shown promising growth since inception.

DIVIDEND

During the period under review, based on the Company's performance, the Board of Directors ("Board") are also pleased to recommend for your consideration and approval, payment of final dividend of Rs.8.50/- per share i.e. @ 170% per equity share of face value of Rs.5 /- each fully paid up, for the financial year 2023-24. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.50.72 Crores. Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has a dividend distribution policy that balances the dual objectives of rewarding shareholders through dividends, whilst also ensuring availability of sufficient funds for the growth of the Company. The Dividend Distribution Policy is available on the Company's Website at link www.aajtak. com/investors/Dividend-Distribution-Policy.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2024.

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 Rs.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 Rs.5/- (Rupees Five Only) each and 5,00,000 (Five Lacs) Preference Shares of Rs.100/- (Rupees One Hundred Only) each as on March 31, 2024.

The issued, subscribed and paid up equity share capital of the Company stood at Rs.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 Rs.5/- (Rupees Five Only) each as on March 31,2024.

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 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

^ (i) Re-Appointment of Independent Director

During the year under review, based on recommendations of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on August 11, 2023 had approved the re-appointment of Mrs. Neera Malhotra (DIN : 00118387) as an Independent Director of the Company for a second term of 5 years with effect from June 20, 2024 to June 19, 2029, subject to the approval of shareholders vide special resolution. The shareholders of the Company at their 24^th Annual General Meeting held on September 21,2023, approved her re-appointment with requisite majority.

The Board opined that Mrs. Neera Malhotra possessed the requisite experience, skills and expertise and is a person of high integrity and repute.

^ (ii) Appointment of Independent Director

During the yearunder review, based on recommendations of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on August 11, 2023 had approved the appointment of Mr. Jaivir Singh (DIN: 01362930) as an Independent Director of the Company subject to the approval of shareholders at the Annual General Meeting ("AGM") or Ministry of Information and Broadcasting (MIB), whichever is later. The Company had received shareholder approval on September 21,2023 and MIB approval on November 17, 2023. Accordingly, Mr. Jaivir Singh was appointed as an Independent Director of your Company with effect from November 17, 2023.

The Board opined that Mr. Jaivir Singh possessed the requisite experience, skills and expertise and is a person of high integrity and repute.

^ (iii) Completion of Tenure of Independent Directors

Mr. Ashok Kapur (DIN : 00003577) and Mr. Anil Vig (DIN: 00022816) Non-Executive Independent

Directors, stepped down from the Board of the Company from the close of business hours on March 31,2024 due to completion of their statutory terms.

Accordingly, Mr. Ashok Kapur and Mr. Anil Vig ceased to be Non-Executive Independent Directors and members of the Committees of the Board of the Company.

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

^ (iv) Re- appointment of Director retiring by rotation

In terms of 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.

a(v) Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company. As on March 31,2024, the following are the Key Managerial Personnel of the Company except the Chairman & Whole Time Director and Vice-Chairperson & Managing Director:

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) read with Schedule IV of the Act and Regulation 16 of SEBI Listing Regulations. 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 Independent Directors of the Company.

All the Independent Directors of the Company have registered themselves in the databank maintained with the Indian Institute of Corporate Affairs (‘IICA').

In the opinion of the Board, all the Independent Directors possess strong sense of integrity and are having requisite experience, skills, qualification and expertise. 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. In terms of SEBI Listing Regulations and 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 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 the valuation 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 https://www.aajtak. in/investor.

ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of the Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of the Board, its Committee and roles and responsibilities of Directors. The Annual Evaluation process was completed for the financial year 2023-24. 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

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 4 (four) times in the financial year 202324. 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.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2024, the Company has 3 (three) subsidiary companies in terms of the provisions of 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.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the 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.

In accordance with Section 136 of the Act, the audited financial statements, including the 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 Company 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 2023-24.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, the Company had transferred the unpaid/unclaimed dividend pertaining to financial year 2015-16 amounting to Rs.2,22,829/- 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 31,2024 on the website of the Company at https://www.aaitak.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), as amended, the Company had transferred 2,173 equity shares pertaining to financial year 2015-16 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.aaitak.in/investor/.

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.aaitak.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 a 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.

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 27 of the notes forming part of the Standalone financial statements in this regard.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure II. The Secretarial Audit Report is selfexplanatory and does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

In terms of the provisions of the Companies Act, 2013 and Rules made thereunder, M/s Grant Thornton Bharat LLP, was appointed as the Internal Auditors of the Company for the Financial Year 2023-24 to carry out Internal Audit 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.

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, 2024 was conducted by M/s. SKG & Co (M. No. 000418).

Further, based on the recommendations of the Audit Committee, the Board has approved the reappointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2024-25 at a remuneration of Rs.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 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 Act.

CORPORATE SOCIAL RESPONSIBILITY

At T.V. 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 Act, the Company has constituted a CSR Committee. The Corporate Social Responsibility ("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 ‘Corporate Social Responsibility Policy' ("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 Annual 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 focussed 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 a 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 Act, the Board of Directors on the basis of recommendations of the CSR Committee, had approved allocation of Rs.3,74,42,100/- towards CSR activities for the financial year 2023-24. The projects undertaken by the Company through its implementing Agency "Care Today Fund" during the year focussed on the following:

(i) Disaster Management Projects;

(ii) Promoting and providing access to Education;

(iii) Livelihood enhancing projects;

(iv) Providing Healthcare and Sanitation Support

(v) Rural Development Project

(vi) Promoting nationally recognized Sports Further, out of the total amount so earmarked

for CSR for the Financial Year, the Company spent Rs.1,11,83,372 during the financial year 2023-24 and transferred the balance amount of Rs.2,62,58,728 which was allocated to ongoing projects and remained unspent as on March 31, 2024 to CSR Unspent Account on April 15, 2024.

Further, the Company spent Rs.60,42,596/- and Rs.1,09,78,722/- during the financial year 2023-24 out of the CSR Unspent Account maintained for the ongoing projects approved in the financial year 202122 and 2022-23 respectively. The Company has fully utilized the balance unspent CSR amount for the FY 2021-22 during the period under review. The balance unspent CSR amount for the financial year 2022-23 as on March 31,2024 is Rs.1,18,72,617/-.

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

In compliance with Regulation 34 (2) (f) of SEBI Listing Regulations and the Securities and Exchange Board of India (‘SEBI') Circular SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the Business Responsibility & Sustainability Report ("BRSR") for FY 2023-24 which includes disclosures from Environmental, Social and Governance ("ESG") perspective 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.aajtak.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.

CORPORATE GOVERNANCE REPORT

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 2023-24 does not contain any qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has adequate Internal control/Internal Financial control systems commensurate with the size and nature of its business. An internal audit programme covering various activities and periodical reports are submitted to the management. The Company has a well-defined organizational structure, authority levels and internal rules and guidelines for conducting business transactions.

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:

a Established corporate, business strategies and objectives are achieved;

a Risk exposure is identified and adequately monitored and managed;

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

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

a 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 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 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 Act read with the rules made thereunder.

ANNUAL RETURN

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

INTEGRATED REPORTING

Your Company is delighted to voluntarily present its first Integrated Report ("IR") for the financial year 202324, 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 nonfinancial 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 we cover all aspects of value creation, reflecting our dedication to sustainable development and stakeholder engagement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the 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 Act in Form AOC-2 is not applicable for the financial year 2023-24 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 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 Act, the annual report is being sent to all members of the Company excluding Particulars of employees as required under section 197 of the 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 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 Rs.5,48,78,062/- per annum and Rs.4,00,00,000/- per annum respectively from Living Media India Limited (Holding Company of TVTN) in their capacity of Editor in Chief and Managing Director respectively. 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 2023-24.

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 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 2023-24 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 Act, with respect to Directors' Responsibility Statement, it is confirmed that:

ain the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

a 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, 2024 and of the profit of the Company for the year ended on that date;

a the Directors have taken proper and sufficient care 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;

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

a 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;

a 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 HARASSMENT 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 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.

No complaint of sexual harassment was received during the financial year 2023-24.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company have not reported incident related to fraud during the financial year 2023-24 to the Audit Committee or Board of Directors under section 143(12) of the 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.

ACKNOWLEDGMENT

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.