T.V. Today Network Ltd

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.

Section 149 (6) read with Schedule IV of the Companies 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. 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 independent 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 Independent 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 FINANCIAL 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 reappointment 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 202425 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 202425, 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 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 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 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.