TV Today Network Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

FINANCIAL HIGHLIGHTS

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

Particulars	Standalone		Consolidated
	Year Ended March 31,2025	Year Ended March 31,2024	Year Ended March 31,2025	Year Ended March 31,2024
Income from operations	993.02	935.91	993.02	935.91
Other income	45.71	37.65	45.71	37.66
Profit before Finance Costs, Depreciation and Amortization	145.78	134.71	145.49	134.70
Finance costs	2.42	2.67	2.42	2.67
Depreciation and amortization	32.24	35.45	32.24	35.45
Profit before tax from continuing operations	111.12	96.59	110.83	96.58
Tax expense for continuing expenses	28.40	25.59	28.41	25.59
Net Profit from continuing operations	82.72	71.00	82.42	70.99
Profit before tax from discontinued operations	(10.54)	(19.53)	(10.54)	(19.53)
Tax expense for discontinued operations	(2.65)	(4.92)	(2.65)	(4.92)
Net Profit from discontinued operations	(7.89)	(14.61)	(7.89)	(14.61)
Net Profit	74.83	56.39	74.53	56.38
Other comprehensive income for the year, net of tax	0.01	0.47	0.01	0.47
Total comprehensive income for the year	74.84	56.86	74.54	56.85
Total comprehensive income Attributable to:
Owners of the Company	NA	NA	74.54	56.85
Non-controlling interests	NA	NA	-	-
Basic earnings per share for continuing operations	13.86	11.90	13.81	11.90
Diluted earnings per share for continuing operations	13.86	11.90	13.81	11.90

Particulars	Standalone		Consolidated
	Year Ended March 31,2025	Year Ended March 31,2024	Year Ended March 31,2025	Year Ended March 31,2024
Basic earnings per share for discontinuing operations (in '')	(1.32)	(2.45)	(1.32)	(2.45)
Diluted earnings per share for discontinuing operations (in '')	(1.32)	(2.45)	(1.32)	(2.45)
Basic earnings per share (in '')	12.54	9.45	12.49	9.45
Diluted earnings per share (in '')	12.54	9.45	12.49	9.45

Note:

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

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

PERFORMANCE

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

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

AAJ TAK

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

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

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

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

1030			914			767			709		701	611	534	465	356	342	335	108	88
1			1			1			1		1	1	¦	¦	¦	¦	¦
AAJ TAK		News18 India India TV						Republic TV9 Bharat Bharat- varsh				Times Zee Now News Navbharat		ABP News	Good News Today	News 24	News Nation	Zee Bharat	DD News

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

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

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

3	1,124	2,591	2,536	2,528	2,424	2,097	1,910	1,896
	1	1	1	1	1	¦	¦	¦
AAJ TAK		Sun	STAR	STAR	Dangal*	Sony	Zee	Star
Unrolled**		TV*	Plus*	Maa*		SAB*	Telugu*	Vijay*

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

AAJ TAK HD

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

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

41.0	i	38.3	34.9	34.3	27.4	26.1	26.0	25.8	24.7	23.2	22.2
1		1	1	1	¦	¦	¦	¦	¦	¦	¦
AAJ	Colors		STAR	Zee	STAR	&pictures	STAR	Zee TV	India TV	Colors	Sony
TAK		HD	Sports 1	Cinema	Gold	HD	Plus	HD	Speed	Cineplex	MAX
HD			HD Hindi	HD	HD		HD		News HD	HD	HD(v)

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

GOOD NEWS TODAY

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

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

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

119.3			1	17.	0	116.9		1	14.8		114.5			114.2			110.1	108.3	107.5	106.0	102.8	98.3
	1			1			1		1			1			1		1	1	1	1	¦	¦
	Zee		GOOD NEWS				TV9	News				Aaj		News18			ABP	Republic	News	Times Now	India	DD
News			TODAY			Bharatvarsh			24			Tak		India			News	Bharat	Nation	Navbharat	TV	News

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

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

748 ¦	704 1	673 ¦	584
GOOD NEWS	1 News	1 News	1 ABP
TODAY	24	Nation	News

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

INDIA TODAY TELEVISION

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

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

ATS (Viewer) I Megacities I 22 Male AB I 1st April 2024 to 31st March 2025 I ATS (Viewer)

Megacities I 22 Male AB I 1st Apr 2024 to 31st March 2025 I Viewing Mins in Mn I Mon-Fri I 20:55 - 21:55 Hrs

Megacities I 22 Male AB I 1st April 2024 to 31st March 2025 I Viewing Mins in Mn I Mon-Fri I 07:00 - 09:00 Hrs

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CO CD o

00:08:45

00:07:58 00:07:34 00:06:40

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44.1

CD CO

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15.8

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INDIA TODAY TELEVISION

Republic TV

WION(v)

Times Now Mirror Now CNN News18

INDIA TODAY TELEVISION

Times Now

Republic TV

CNN News18 Mirror Now WION(v)

INDIA TODAY TELEVISION

CNN News18

Times Now Republic TV WION(v) Mirror Now

(Source: BARC I Megacities I 22 Male AB I 1st April 2024 to 31s1 March 2025 I 24 Hrs I ATS {Viewer} I 6 English News Channels)

(Source: BARC I Megacities I 22 Male AB I 1st April 2024 to 31st March 2025 I Mon-Fri I 20:55 to 21:55 Hrs I Viewing Mins in Mn I 6 English News Channels)

(Source: BARC I Megacities I 22 Male AB I 1st April 2024 to 31st March 2025 I Mon-Fri I 07:00 to 09:00 Hrs I Viewing Mins in Mn I 6 English News Channels)

ISHQ 104.8 FM

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

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

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

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

STAGE AAJ TAK

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

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

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

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

DIGITAL BUSINESS

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

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

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

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

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

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

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

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

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

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

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

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

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

DIVIDEND

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

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

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

GENERAL RESERVE

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

SHARE CAPITAL

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

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

DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

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

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

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

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

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

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

i ii. Appointment of Non- Executive Independent
Director¹

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

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

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

i iii. Re- appointment of Director retiring by
rotation

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

i iv. Resignation of Director

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

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

i v. Key Managerial Personnel

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

S. no.	Name	Designation
1	Mr. Dinesh Bhatia	Group Chief Executive Officer
2	Mr. Ashish Sabharwal	Group Head - Secretarial,
		Company Secretary and
		Compliance Officer
3	Mr. Yatender Kumar Tyagi	Chief Financial Officer

INDEPENDENT DIRECTORS

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

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

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

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

POLICY ON NOMINATION, REMUNERATION
AND BOARD DIVERSITY

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

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

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

ANNUAL EVALUATION OF THE BOARD

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

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

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

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

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

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

BOARD MEETINGS

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

AUDIT COMMITTEE & OTHER BOARD
COMMITTEES

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

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

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

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

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

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

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

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

TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND

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

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

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

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

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

STATUTORY AUDITORS

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

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

AUDITORS’ REPORT

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

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

SECRETARIAL AUDIT REPORT

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

SECRETARIAL AUDITORS

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

INTERNAL AUDITORS

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

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

COST AUDITORS

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

(i) Promoting Education

(ii) Livelihood enhancement projects

(iii) Disaster management projects

(iv) Promoting Healthcare and Sanitation

(v) Setting-up of Public Libraries

(vi) Promoting Rural Sports and Nationally
Recognized Sports

(vii) Ensuring environmental sustainability

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

31.2025 to CSR Unspent Account on April 03, 2025.

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

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

31.2025 is ''80,14,099/-.

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

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

BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT

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

MANAGEMENT DISCUSSION
AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

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

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

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

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

INTERNAL CONTROL / INTERNAL FINANCIAL
CONTROL AND THEIR ADEQUACY

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

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

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

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

RISK MANAGEMENT

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

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

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

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

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

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

• Established corporate, business strategies and
objectives are achieved;

• Risk exposure is identified and adequately monitored
and managed;

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

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

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

POLICIES OF THE COMPANY

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

Name of the Policy	Brief Description	Web link
Policy on Materiality of Related Party Transactions and dealing with related party transactions	The policy regulates the related party transactions of the Company. During the year under review, the policy was amended by the Board.	www.aajtak.com/investor/RPTPOLICY
Policy for determining material subsidiaries	The policy is used to determine the material subsidiaries and regulate the investments of the Company in material subsidiaries. During the year under review, the policy was amended by the Board.	www.aajtak.com/investor/ PolicvforMaterialsubsidiary

Name of the Policy	Brief Description	Web link
Nomination and Remuneration Policy	This policy formulates the criteria for the appointment and evaluation of directors and also the criteria for determining the remuneration of the directors, KMPs, senior management personnel and other employees.	www.aaitak.com/investor/NRCPOLICY
Vigil mechanism & Whistle Blower Policy	The Company has adopted a vigil mechanism & whistle blower mechanism to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct or policy.	www.aaitak.com/inestor/vigilmechanismpolicy
Corporate Social Responsibility Policy	The Company has adopted Corporate Social Responsibility Policy for Sustainable Development of the Society and to improve the quality of life of the communities through long term stakeholder value creation.	www.aaitak.com/investor/CSRPolicy
Policy on determination of Materiality	This policy has been framed to ensure the determination of materiality of an event/information and reporting of transactions thereof. During the year under review, the policy was amended by the Board.	www.aaitak.com/ policyonderterminationofmateriality
Dividend Distribution Policy	The Policy determines the distribution of dividends in accordance with the provisions of applicable laws.	www.aaitak.com/investors/Dividend-Distribution- Policy
Business Responsibility & Sustainability Policy	The objective of this policy is to define the Company’s position regarding ESG and provide the guidelines related to ESG for decision making processes.	www.aaitak.com/investor/BRSR-Policy
Archival Policy	Through this policy the Company seeks to preserve and manage the records of the Company in a consistent and logical manner.	www.aaitak.com/investor/ArchivalPolicy
Risk Management Policy	The objective of the policy is to establish a framework for the management of risks and increase overall awareness of risks throughout the Company.	www.aaitak/investor/RMCPolicy
Policy for Registrar and Share Transfer Agent	The Policy is framed to provide uniform guidelines on matters relating to dividend distribution, transfer and transmission of shares, working of the RTA and internal controls implemented with regard to the said matters.	www.aaitak.com/investors/PolicyforRTA
Code of practices & procedures for fair disclosure of unpublished price sensitive information	This policy aims to prevent the misuse of unpublished price sensitive information within the Organization and practice of selective disclosures to the public.	www.aaitak.com/investor/code-of-Fair-Disclosure
Policy on Preservation of Documents	This policy establishes the framework needed for the effective records management of the Company and provides standards for classifying, managing and storing those records.	www.aaitak.com/investors/Policy-on-Preservation- of-Documents

VIGIL MECHANISM & WHISTLE BLOWER
POLICY

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

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

DETAILS OF LOANS, INVESTMENTS AND
GUARANTEES UNDER SECTION 186

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

ANNUAL RETURN

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

INTEGRATED REPORTING

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

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

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

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

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

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

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

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

PARTICULARS OF EMPLOYEES

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

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

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

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

DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

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

• the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company as at March 31,2025 and of the profit
of the Company for the year ended on that date;

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

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

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

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

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

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

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

OTHER DISCLOSURES

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board of Directors

Aroon Purie

Place: Noida Chairman & Whole-time Director

Date: May 22, 2025 DIN:00002794

1

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

---

Mar 31, 2024

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:

('' in Crore)

Particulars	Standalone		Consolidated
	Year Ended March 31,2024	Year Ended March 31,2023	Year Ended March 31,2024	Year Ended March 31,2023
Income from operations	952.09	878.23	952.09	878.23
Other income	37.76	43.56	37.77	43.57
Profit before Finance Costs,Depreciation and Amortization	126.79	174.65	126.78	174.83
Finance costs	3.42	3.34	3.42	3.34
Depreciation and amortization	41.39	41.28	41.39	41.28
Profit before exceptional items and tax	81.98	130.03	81.97	130.21
Exceptional items	4.92	9.85	4.92	9.85
Profit before tax	77.06	120.18	77.05	120.36
Tax expense	20.67	32.12	20.67	32.12
Net Profit	56.39	88.06	56.38	88.24
Other comprehensive income for the year, net of tax	0.47	0.10	0.47	0.10
Total comprehensive income for the year	56.86	88.16	56.85	88.34
Total comprehensive income Attributable to:
Owners of the Company	NA	NA	56.85	88.34
Non-controlling interests	NA	NA	-	-
Basic earning per share (in '')	9.45	14.76	9.45	14.79
Diluted earning per share (in '')	9.45	14.76	9.45	14.79

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 ''989.85 Crores. Profit before tax was ''77.06 Crores as compared to ''120.18 Crores in the last financial year. Profit after tax was ''56.39 Crores as compared to ''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.

HINDI NEWS 1 GROSS AMA IN CRORES 1 HSM 1 22 TO 40 AB 1 01St APRIL 2023 TO 31St MARCH 2024

1

00. 1

7

91 |

18.1 B

B3.:

2

75.!

59.3

49.2

36.2

35.1

22

7.2

1

1

1

1

1

1

A

AAJ

News

India

Republic

TV9

Times Now

ABP

News

Good News

News

DD

TAK

18

TV

Bharat

Bharatvarsh Navbharat

News

Nation

Today

24

News

India

(Source: BARC 1 HSM 1 22-40 AB 1 01st Apr’23 to 31

st Mar’24 1 Rolled Data 1 Gross AMA in Crores)

Aaj Tak also ranked #1 Hindi News Channel for 2024 YTD {Week 01-13 24}

GROSS AMA IN CRORES | HSM | 15 | WEEK 01-13’24

106 1

102 1

96 |

92 B

83

68

48

39

38

21

11

1

1

1

1

A

AAJ

News

India

Republic

TV9

Times Now

ABP

Good News

News

News

DD

TAK

18

TV

Bharat

Bharatvarsh

Navbharat

News

Today

Nation

24

News

India

(Source: BARC 1 HSM 1 15 1 Week 01-13’24 1 Rolled Data 1 Gross AMA in Crores)

AAJTAK HD

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

	CUME REACH IN CRORES 1 INDIA 1 2 1 01st APRIL 2023 TO 31st MARCH 2024
6.1 |	5.8 |	5.5 1	4.8 | m I	4.6 ^ !	4.6 A	4.6 A	4.5 ! ^	4.4	4.3
1 AAJ TAK HD	Colors HD	1 Zee Cinema HD	1 : STAR Movies HD(v)	1 STAR Gold HD	1 Zee TV HD	1 STAR Sports 1 HD Hindi	1 STAR Plus HD	1 &pictures HD	1 Sony Entertainment Television HD
		(Source: BARC | India | 2		| Cume Reach in Crores | 1st April			2023 to 31st	March 2024)

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.

CUME REACH IN CRORES | HSM | 15 FREE | 01st APRIL 2023 TO 31st MARCH 2024
10.3 10.2 9.9 1 1 l GOOD NEWS News18 Republic TODAY India Bharat (Source: BARC | HSM | 15 Free Platform | Cum In terms of viewership, Good News Today is ahead o		9.7 9.5 9.3 9.1 1 II 1 India Times Now News ABP TV Navbharat Nation News = Reach in Crores | 1st April 2023 to 31st March 2024) f News Nation, ABP News and DD News.
HINDI NEWS | GROSS AMA IN CRORES | HSM | 15 FREE | 01st APRIL 2023 TO 31st MARCH 2024
63.6 1 GOOD NEWS TODAY (Source: BARC | HSM | 15 Free	51.5 47.1 22.3 II. News ABP DD Nation News News Platform | Gross AMA in Crores | 1st April 2023 to 31st March 2024)

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.

KARNATAKA ELECTIONS-KEY COUNTING HOURS			AYODHYA RAM MANDIR INAUGURATION				REPUBLIC DAY 2024-KEY PARADE HOURS
Viewing Minutes ’000 1 10-75L 1 22 M AB 1 13th May 2023 1 0800 to 1100 Hrs	Viewing Minutes ’000 | Mega Cities | 22 M A | 22nd January 2024 | 24 Hours						Viewing Minutes ’000 1 10-75L 1 22 Male AB 1 26th January 2024 1 0800 to 1300 Hrs
		958 1		889 ¦		738 620 -.J/
						In
INDIA TODAY g TELEVISION = Times rt Now W ™ Republic ¦ ®> ( TV P -J I CNN | j* News 18 r 01 Mirror 1 ^ Now r				Times Now		Republic TV CNN News 18 WION (v) g Mirror £ Now	222 100 92 25 13 9 ss ss ii is ~s 71 II t Is °1 i Is

(Source: BARC | 10L-75L | 22 M AB | 13^th May 2023 | 0800 to 1100 Hrs | Viewing Minutes in 000s;) (Source: BARC | Mega Cities | 22 M A | 22^nd January 2024 | 24 Hours | Viewing Minutes in 000s;) (Source: BARC | 10L to 75L | 22 M AB | 26^th January 2024 | 0800 to 1300 Hrs | Viewing Minutes in 000s)

ISHQ 104.8 FM

Your Company proudly operates ‘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, Apr’23-Mar’24). The channels have a collective fan base of 70.5 million (Source: YouTube Subscriber Mar’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 ''8.50/- per share i.e. @ 170% per equity share of face value of ''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 ''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 ''1,34,00,00,000/-(Rupees One Hundred and Thirty Four Crores only) divided into 25,80,00,000 (Twenty Five Crore Eighty Lacs) Equity Shares of ''5/- (Rupees Five Only) each and 5,00,000 (Five Lacs) Preference Shares of ''100/-(Rupees One Hundred Only) each as on March 31, 2024.

The issued, subscribed and paid up equity share capital of the Company stood at ''29,83,43,075/-(Rupees Twenty Nine Crores Eighty Three Lacs Forty Three Thousand and Seventy Five only) consisting of 5,96,68,615 (Five Crore Ninety Six Lacs Sixty Eight Thousand Six Hundred and Fifteen) Equity Shares of ''5/- (Rupees Five Only) each as on March 31,2024.

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:

S. no.	Name	Designation
1	Mr. Dinesh Bhatia	Group Chief Executive Officer
2	Mr. Ashish Sabharwal	Group Head - Secretarial, Company Secretary and Compliance Officer
3	Mr. Yatender Kumar Tyagi	Chief Financial Officer

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 ''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 ''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 ''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 ''1,11,83,372 during the financial year 2023-24 and transferred the balance amount of ''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 ''60,42,596/- and ''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 ''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:

Name of the Policy	Brief Description	Web link
Policy on Materiality of Related party Transactions and dealing with related party transactions	The policy regulates the related party transactions of the Company.	www.aaitak.com/investor/Policy-on-RPT
Policy for determining material subsidiaries	The policy is used to determine the material subsidiaries and regulate the investments of the Company in material subsidiaries.	www.aaitak.com/investor/Policy-for-material- subsidiary
Nomination and Remuneration Policy	This policy formulates the criteria for the appointment and evaluation of directors and also the criteria for determining the remuneration of the directors, KMPs, senior management personnel and other employees. During the year under review, the Policy was revised and adopted by the Board.	www.aaitak.com/investor/NRC-Policy
Vigil mechanism & Whistle Blower Policy	The Company has adopted a vigil mechanism & whistle blower mechanism to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company’s Code of Conduct or policy. During the year under review, the Policy was revised and adopted by the Board.	www.aaitak.com/investor/Vigil-Mechanisim-Policy
Corporate Social Responsibility Policy	The Company has adopted Corporate Social Responsibility Policy for Sustainable Development of the Society and to improve the quality of life of the communities through long term stakeholder value creation.	www.aaitak.com/investors/CSR-Policy
Policy on determination of Materiality	This policy has been framed to ensure the determination of materiality of an event/information and reporting of transactions thereof. During the year under review, the Policy was revised and adopted by the Board.	www.aaitak.com/investors/policy-on-determination-of Materiality
Dividend Distribution Policy	The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws.	www.aaitak.com/investors/Dividend-Distribution- Policy
Business Responsibility & Sustainability Policy	The objective of this policy is to define the Company’s position regarding ESG and provide the guidelines related to ESG for decision-making processes.	www.aaitak.com/investor/BRSR-Policy
Archival Policy	Through this policy the Company seeks to preserve and manage the records of the Company in a consistent and logical manner.	www.aaitak.com/investor/ArchivalPolicy
Risk Management Policy	The objective of the policy is to establish a framework for the management of risks and increase overall awareness of risks throughout the Company.	www.aaitak/investor/RMCPolicy
Policy for Registrar and Share Transfer Agent	The Policy is framed to provide uniform guidelines on matters relating to dividend distribution, transfer and transmission of shares, working of the RTA and internal controls to be implemented with regard to the said matters.	www.aaitak.com/investors/PolicyforRTA

Name of the Policy	Brief Description	Web link
Code of practices & procedures for fair disclosure of unpublished price sensitive information	This policy aims to prevent the misuse of unpublished price sensitive information within the Organization and practice of selective disclosures to the public.	www.aajtak.com/investor/code-of-Fair-Disclosure
Policy on Preservation of Documents	This policy establishes the framework needed for the effective records management of the Company and provides standards for classifying, managing and storing those records.	www.aajtak.com/investors/Policy-on-Preservation- of-Documents

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 ''5,48,78,062/- per annum and ''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.

For and on behalf of the Board of Directors

Aroon Purie Chairman & Whole-time Director DIN:00002794 Address: 6, Palam Marg, Place: Noida Vasant Vihar,

Date: May 17, 2024 New Delhi - 110057

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Mar 31, 2023

Your Directors have the pleasure of presenting their Twenty Fourth (24^th) Annual Report of T.V Today Network Limited (T.V. Today/Company) together with the Audited Financial Statements for the year ended March 31,2023.

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 2022-23. The highlights of the standalone and consolidated financial statements of the Company for the FY 2022-23 and FY 2021- 22 are as under:

Particulars	Standalone		Consolidated
	Year Ended March 31,2023	Year Ended March 31,2022	Year Ended March 31,2023	Year Ended March 31,2022
Income from operations	878.23	930.10	878.23	930.10
Other income	43.56	43.73	43.57	43.89
Profit before Finance Costs,Depreciation and Amortization	174.65	288.51	174.83	288.30
Finance costs	3.34	2.64	3.34	2.64
Depreciation and amortization	41.28	42.33	41.28	42.33
Profit before exceptional items and tax	130.03	243.54	130.21	243.33
Exceptional items	9.85	-	9.85	-
Profit before tax	120.18	243.54	120.36	243.33
Tax expense	32.12	61.82	32.12	61.82
Net Profit	88.06	181.72	88.24	181.51
Other comprehensive income for the year, net of tax	0.10	0.68	0.10	0.68
Total comprehensive income for the year	88.16	182.40	88.34	182.19
Total comprehensive income Attributable to:
Owners of the Company	NA	NA	88.34	182.19
Non-controlling interests	NA	NA	-	-
Basic earning per share	14.76	30.46	14.79	30.42
Diluted earning per share	14.76	30.46	14.79	30.42

Note:

The above statements and the financial figures given under the head ''Financial Results’ 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 2022-23 was at '' 921.79 Crores. Profit before tax was '' 120.18 Crores as compared to '' 243.54 Crores in the last year. Profit after tax was '' 88.06 Crores as compared to '' 181.72 Crores during the last year.

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

AAJ TAK

Aaj Tak maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC {Source: BARC I HSM I 22-40 AB I 01^st Apr’22 to 31^st Mar’23, Rolled Data, Gross AMA in Mn}. Aaj Tak has also maintained the Pole Position across major News Breakouts and Critical News Broadcasts such as Independence and Republic Day Celebrations, Hon’ble PM Modi’s Live Address at the India Today Conclave, Hon’ble President Draupadi Murmu’s Election Victory and Swear-in, National Occasions and even State Level Critical Breaking News such as declaration of Eknath Shinde as Chief Minister of Maharashtra.

GOOD NEWS TODAY

Good News Today has higher reach than many of top Hindi News Channels {Source: BARC I HSM I 15 Free Platform | Apr’22 to Mar’23, Avg Monthly Cume Reach} and has been ahead of many renowned News Channels -Zee News, ABP News, Zee Hindustan, Times Now Navbharat in terms of viewership {Source: BARC | HSM | 15 Free Platform | Week 14’22 to Week 13’23, Avg Weekly Gross AMA’000s}

Your Company operates a radio station under the brand name of ‘104.8 Ishq FM’. Ishq FM is ‘India’s only Romantic Radio Station’ and currently operates in the top 3 metro cities of Delhi, Mumbai and Kolkata. The station has its listeners hooked on its romantic music and its innovative soundscape creates an immersive listening experience.

Ishq FM plays quality programming that caters to the interests of the audience in a surefire way of gaining popularity. The Radio Jockeys create a loyal following & human connection with humour & celebrity interviews interspersed bringing in the fun element.

During the year under review, the brand focused on localization of content, music & content innovation and taking the brand on-ground. The revamp of drivetime shows, Ye Dilli Hai & Laukar Mumbai to local positioning garnered favourable preference for the brand. With programming innovation at its core & focus on local community & city-led content, some engaging initiatives were executed. For Diwali, Gift Stock Exchange gave its listeners a chance to win exciting gifts. For Independence Day, Azaadi Kiraye Se gave listeners a chance to get Ishq to take over the burden of their house rentals. A Talent Hunt - Voice of Ishq in Kolkata helped Ishq find worthy on-air talent.

During the year, Ishq FM hosted a series of public service initiatives like Samvidhan India, April Cool, Janta Claus & Yeh Public Sab Janti Hai taking relevant information to the masses.

On the Music innovation front, Ishq FM became the first radio station in the country to introduce the digitally popular music genre, lo-fi on its airwaves- every night 12 se 2, the Lo-Fi Show. The brand also did a campaign ‘Ads Kam, Gaane Zyada’ highlighting that the station plays maximum music per hour in comparison to any other radio station.

Ishq FM hosted the 2^nd edition of the Ishq Music Awards, celebrating music and romance together with various music artists by felicitating the best of them. Ishq FM also organized Concerts in Delhi & Mumbai-Ishq Sufiana with Nooran Sisters & Nizami Bandu & Ishq with Papon.

During the year, the radio station was felicitated with 5 awards at Golden Mikes and 25 awards at ACEF Global Customer Engagement Forum & Awards in 2022.

India Today is the country’s pioneering news organisation that has grown into the number one video general news publisher along with leadership in the broadcast and publishing arena.

With assets such as aajtak.in, indiatoday.com, and businesstoday.in, we are India’s biggest news brand which serves almost 1/3^rd of general news text and video audiences and is de-facto No.1 on CTV audiences.

We have digital-first initiatives, which are scaling fast on D2C revenues too. We are relentlessly focused on building, measuring, engaging, and monetizing exclusive assets produced by India’s most revered editorial team. Our goal is to understand, lead and dominate the consumer pathway from trial to conversion through content personalization and curation.

TAK CHANNELS

The India Today Group’s, Tak channels, were launched with the core philosophy of ‘Aapki News, Aapke Liye, Aapke Time Par’. As part of this philosophy, Tak’s portfolio includes multiple interest-based and news-based channels. The India Today Group’s 22 dedicated digital-first video-channels have a presence across 11 content genres and six languages including National News, International News, Business News, Regional News, Sports News, Crime News, Entertainment, Astrology, Fitness, Lifestyle and Literature. The social-media subscriber base of all digital-first channels grew by 11% during the last one year. Further, the digital first channels have garnered 15.2 Billion video views across social platforms. (Source: Facebook Insights, Youtube Analytics, Apr’22-Mar’23) and a collective fan-base of 81.6 Million (Source: YouTube Subscriber Mar’23).

Apart from this, following youtube channels of the Company saw the maximum subscriber growth during the year under review — Sahitya Tak, Mumbai Tak, Gujarat Tak, Astro Tak & Crime Tak has witnessed a subscriber growth of 45%, 43%, 39%, 32%, & 28% respectively.

Taks and The Lallantop are the Digital First News channels of the India Today Group. The digital first brands have presence across social media platforms. Furthermore, for the Taks and Lallantop, the Company has launched the own destination platforms / websites

including UP Tak (www.uptak.in). MP Tak (www.mptak. in), Mumbai Tak (www.mumbaitak.in), Sports Tak (www. thesportstak.com), Rajasthan Tak (www.rajasthantak. com), Kisan Tak (www.kisantak.in), Gujarat Tak (www.guiarattak.in), Crime Tak (www.crimetak.in) and The Lallantop (www.thelallantop.com).

Apart from the digital growth, Taks have organized various on-ground shows during the year like Gujarat Tak Baithak, MP Tak Baithak, KisanTak Summit and UP Tak Utsav. This is over and above the various new launches including website, App and Youtube channels.

BUSINESS TODAY DIGITAL

Business Today (“BT”) has today become the country’s most renowned platform for business news and analysis. Business Today Digital (www.Businesstodav.in) reported 205% growth in Total Monthly Unique Visitors on Comscore Multiplatform-from 4.64 million in March 2022 to 14.14 million in March 2023, it has improved its Comscore Business News segment rank on Monthly Unique Visitors from No. 14^th in July’22 to No. 4^th in March’23. www.businesstoday.in has entered the top 5 in the business and economy category. Business Today now has a consistent userbase of over 20 million per month with page views above 36 million, as per Google Analytics data.

Business Today launched some of the Key digital assets during the year like BT Markets Today, BT Tech Today, BT Money Today, BTTV, BTMAG, BT Upstart, Markets Analytics and Company/Equity Pages, Sector and Industry Coverage (Banking, Commodities, Information Technology, Auto, Pharma, Energy, Real Estate, and Telecom). Business Today launched some key monetisable digital assets and Events curated during the year are BT India@ 100, BT Davos, BT Banking and Economy Summit, Market Today Summit, BT Best Banks Awards. Further Business Today has recently launched its Hindi site BTBazaar.in to enter in vernacular space.

BUSINESS TODAY TELEVISION (BTTV)

Business Today Television (BTTV) has emerged as India’s fastest multi-platform business news channel that has set a new bar in the coverage of business and the economy of the world’s fifth-largest and fastest-growing economy. One of the latest innovations by the India Today Group, BTTV is part of the 30-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, engaging coverage including real-time breaking news, analysis, expert views, and long-form shows on a variety of topics, from the corporate world to stock markets to the macro and the new economy, as well as a variety of powerful event IPs.

With over 101 million views over the year and over 6 million subscribers across various platforms including YouTube, Facebook, www.businesstoday.in and bazaar.businesstoday.in, BTTV has established itself as one of the top business news destinations and is a major player in the digital media space. BTTV’s content finds particular favour with consumers in the 24-45 years age category.

The year also saw the launch of BTBazaar, the Hindi VoD offering and bazaar.businesstoday.in. In the short period since inception, the new offerings are growing at a fast clip. One of the most original indepth documentary in recent memory, was Money-Gaatha, which explains the otherwise mundane story of currency to the masses, in an easy, accessible manner. The story of currency over millennia, from the first “phooti-kaudi”, to the “damdi”, to the “dhela”, to the “pai”, “paisa”, “aana”, “rupiya” and now the era of digital currency is told in this effort to chart a significant element of human history that started with the barter system, the exchange of goods and services without the use of money.

DIVIDEND

During the year under review, your Company has declared the highest ever dividend to its shareholders in a financial year. The details of dividend declared/ recommended are as under:

	Financial Year 2022-23			Financial Year 2021-22
Type of Dividend	Rate per equity share	Dividend per share (in '')	Dividend payout (in '' crore)	Rate per equity share	Dividend per share (in '')	Dividend payout (in '' crore)
Special Interim Dividend	1340%	67	399.78	-	-	-
Final Dividend	60%	3	17.90*	60%	3	17.90
Total Dividend Payout			417.68			17.90

* The Board of Directors in their meeting held on May 16, 2023 has recommended final dividend of ''3 (@60%) per equity share of face value of ''5 each amounting to ''17.90 Crores subject to approval of shareholders in the ensuing Annual General Meeting.

Pursuant to Regulation 43A of the SEBI Listing Regulations, a Dividend Distribution Policy is in place, which is available on the Company’s Website at https://specials.indiatodav.com/aaitaknew/download/ dividend-distribution-policy-tvtn.pdf

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31,2023.

SHARE CAPITAL

For the financial year ended 2023, there was no change in the capital structure of the Company. The Authorized Share Capital of the Company stood at ''1,34,00,00,000/-(Rupees One Hundred and Thirty Four Crores only) divided into 25,80,00,000 (Twenty Five Crore Eighty Lacs) Equity Shares of ''5/- (Five Only) each and 5,00,000 (Five Lac) Preference Shares of ''100/- (One Hundred Only) each as on March 31,2023.

The issued, subscribed and paid up equity share capital of the Company stood at ''29,83,43,075/-consisting of 5,96,68,615 Equity Shares of ''5/- each as on March 31,2023.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the Directors of the Company.

a RE-APPOINTMENT OF DIRECTORS

Subsequent to the end of year under review, following changes have occurred in the directorships of the Company:-

(i) Based on the recommendations of Nomination and Remuneration Committee and the Audit Committee, the Board of Directors in their meeting held on February 03, 2023, subject to the approval of shareholders vide special resolution, approved the re-appointment and remuneration of Mr. Aroon Purie (DIN: 00002794) as Chairman and Whole Time Director of the Company, not liable to retire by rotation, for a period of 5 (Five) years with effect from April 01, 2023 to March 31,2028. On April 09, 2023, the above mentioned resolutions were passed through Postal Ballot by Shareholders with requisite majority.

(ii) Based on the recommendations of Nomination and Remuneration Committee and the Audit Committee, the Board of Directors in their meeting held on February 03, 2023, subject to the approval of shareholders vide ordinary resolution, approved the re-appointment of Ms. Kalli Purie Bhandal (DIN: 00105318) as Vice Chairperson & Managing Director of the Company, liable to retire by rotation, for a period of 5 (Five) years with effect from April 01,2023 to March 31, 2028 and approved the remuneration, subject to the approval of shareholders vide special resolution, for a period of 3 (three) years with effect from April 01, 2023 to March 31,2026. On April 09, 2023 the above mentioned resolutions were passed through Postal Ballot by Shareholders with requisite majority.

The details of voting of above mentioned Resolution(s) passed through Postal Ballot by Shareholders are provided in the Corporate Governance Report that forms part of this Annual Report.

a RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of the provisions of the Companies Act, 2013, Mr. Devajyoti N. Bhattacharya (DIN: 00868751), Non-Executive and Non Independent Director of the Company, retires at the ensuing Annual General Meeting (“AGM”) and being eligible, seeks reappointment. A resolution seeking shareholders'' approval for his re-appointment forms a part of the Notice of the ensuing AGM.

a KEY MANAGERIAL PERSONNEL

Based on recommendation of NRC, the Board of Directors in their meeting held on February 11, 2022 had appointed Mr. Dinesh Bhatia as Group Chief Executive Officer of the Company which was subject to the approval of Ministry of Information and Broadcasting (MIB). In this regard, during the year under review, the Company has received the said approval of MIB dated May 18, 2022. Accordingly, Mr. Dinesh Bhatia was appointed as Chief Executive Officer (CEO) and designated as Group CEO of your Company with effect from May 18, 2022.

As on March 31, 2023, the following are the Key Managerial Personnel of the Company except the Chairman & Whole Time Director and Vice-Chairperson & Managing Director:

S. no.	Name	Designation
1	Mr. Dinesh Bhatia	Group Chief Executive Officer
2	Mr. Ashish Sabharwal	Group Head - Secretarial, Company Secretary and Compliance Officer
3	Mr. Yatender Kumar Tyagi	Chief Financial Officer

a INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) 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 data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA''). Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the IICA.

In the opinion of the Board, all the Independent Directors possess strong sense of integrity and are having requisite experience, qualification and expertise. For further details, please refer Corporate Governance Report which 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 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 evaluation of performance of 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. During the financial year under review, no changes were made in the Policy.

ANNUAL EVALUATION

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 Board, its Committee and roles and responsibilities of Director. The Annual Evaluation process was completed for the financial year 2022-23. The evaluation process, procedure and outcome have been explained in the Corporate Governance Report which 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 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 202223. 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

The details of composition and other related information of the Audit Committee is 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, 2023, the Company has 3 (three) subsidiary companies in terms of the provisions of the

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 form 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 and related information of the Company, are available on 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 subsidiary are available for inspection at the Company’s registered office and registered office of the subsidiary Companies as well as available on the website of the Company i.e. https://www.aaitak. in/investor. The Company will provide the copy of the financial statements of its subsidiary companies to the members upon their request.

No Company has become / ceased to be Associate or Joint Venture during the financial year 2022-23.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, the Company had transferred the unpaid/unclaimed dividend pertaining to financial year 2014-15 amounting to ''3,15,795/- 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 31,2023 on the website of the Company at link 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 5,657 equity shares pertaining to financial year 2014-15 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

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.

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 2022-23. 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.

COST AUDITORS

The Cost Audit for financial year ended March 31,2023 was conducted by M/s. SKG & Co (M. No. 000418).

Further, based on the recommendations of the Audit Committee, the Board has approved the re-appointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2023-24 at a remuneration of ''1,50,000/- 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 obiectives 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 Report.

The Corporate Social Responsibility Policy (“CSR Policy”) adopted by Board is available on the Company’s website at https://aaitak.in/investor/. The Policy recognizes that corporate social responsibility 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 Policy also lays down the list of activities for CSR projects, programs and activities.

The 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 objective 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 tne basis ot recommendations of csr Committee, has approved allocation of ''4,43,09,200/-towards CSR activities for the financial year 2022-23 to Care Today Fund. The projects undertaken during the year focussed on the following:

(i) Disaster Management;

(ii) Plantation of Trees;

(iii) Promoting and providing access to Education;

(iv) Livelihood enhancing projects;

(v) Providing Healthcare and Sanitation Support Further, out of the total amount so earmarked

for CSR for the Financial Year, the Company spent ''2,14,57,861 /- during the financial year 2022-23 and transferred the balance amount of ''2,28,51,339/-, which was allocated to ongoing projects and remained unspent as on March 31, 2023, to CSR Unspent Account on April 20, 2023.

Further, the Company spent ''1,09,15,426/- during the financial year 2022-23 out of the CSR Unspent Account maintained for the ongoing projects approved in the financial year 2021-22. The balance unspent CSR amount for the financial year 2021-22 as on March 31,2023 is ''60,42,596/-.

Detailed reasons for unspent amount is provided in the Annual Report on Corporate Social Responsibility activities 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 the Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Securities and Exchange Board of India (‘SEBI’) vide Circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 and regulation 34 of SEBI (LODR) Regulations, 2015, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (‘BRSR’). BRSR is a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from Business Responsibility Report from financial year 2022-23 onwards.

In compliance with these regulations, the Company has prepared a BRSR for FY 2022-23 which includes non-financial disclosures which are from an Environmental, Social and Governance (“ESG”) perspective and are sought under 9 principles of National Guidelines on Responsible Business Conduct (NGRBC) for measuring the performance of the businesses in the area of business responsibility and sustainability and the same is presented in a separate section and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial 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

A report on Corporate Governance forms part of the 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 2022-23 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 business objectives of the Company 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:

Name of the Policy	Brief Description	Web link
Policy on Materiality of Related party Transactions and dealing with related party transactions	The policy regulates the related party transactions of the Company.	http://specials.indiatoday.com/aaitaknew/download/ Policy-on-Materiality-of-Related-Party-Transactions- and-dealing-with-Related-Party-transactions.pdf
Policy for determining material subsidiaries	The policy is used to determine the material subsidiaries and regulate the investments of Company in material subsidiaries	http://specials.indiatoday.com/aaitaknew/download/ Policy-for-determining-Material-Subsidiary.pdf
Nomination and Remuneration Policy	This policy formulates the criteria for the appointment and evaluation of directors and also the criteria for determining the remuneration of the directors, KMP, senior management personnel and other employees.	https://specials.indiatoday.com/aaitaknew/download/ Nomination-and-Remuneration-Policy.pdf
Vigil mechanism & Whistle Blower Policy	The Company has adopted a vigil mechanism & whistle blower mechanism to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company’s Code of Conduct or policy.	http://specials.indiatoday.com/aaitaknew/download/ Vigil Mechanism Whistle Blower Policy.pdf

Name of the Policy	Brief Description	Web link
Corporate Social Responsibility Policy	The Company has adopted Corporate Social Responsibility Policy for Sustainable Development of the Society and to improve the quality of life of the communities through long term stakeholder value creation	http://specials.indiatoday.com/aaitaknew/download/ CSR-Policy-TVTN-Final.pdf
Policy on determination of Materiality	This policy has been framed to ensure the determination of materiality of an event/information and reporting of transactions thereof	http://specials.indiatoday.com/aaitaknew/download/ Policy-on-determination-of-Materiality.pdf
Dividend Distribution Policy	The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws.	https://specials.indiatoday.com/aaitaknew/download/ dividend-distribution-policy-tvtn.pdf
Business Responsibility & Sustainability Policy	The objective of this policy is to define the Company’s position regarding ESG and provide the guidelines related to ESG for decision-making processes.	http://specials.indiatoday.com/aaitaknew/download/ BRSR-Policy-2022-23.pdf
Archival Policy	Through this policy the Company seeks to preserve and manage the records of the Company in a consistent and logical manner.	https://specials.indiatoday.com/aaitaknew/download/ ARCHIVAI POIICY.pdf
Risk Management Policy	The objective of the policy is to establish a framework for the management of risks and increase overall awareness of risks throughout the Company.	http://specials.indiatoday.com/aaitaknew/download/ Risk Management Policy.pdf
Policy for Registrar and Share Transfer Agent.	The Policy is framed to provide uniform guidelines on matters relating to dividend distribution, transfer and transmission of shares, working of the RTA and internal controls to be implemented with regard to the said matters.	https://specials.indiatoday.com/aaitaknew/download/ POLICY-FOR-REGISTRAR-AND-SHARE-TRANSFER- AGENT.pdf
Code of practices & procedures for fair disclosure of unpublished price sensitive information	This policy aims to prevent the misuse of unpublished price sensitive information within the Organization and practice of selective disclosures to the public.	https://specials.indiatoday.com/aaitaknew/download/ CodeofPracticesand-12-4-2019.pdf
Policy on Preservation of Documents	This policy establishes the framework needed for the effective records management of the Company and provides standards for classifying, managing and storing those records.	http://specials.indiatoday.com/aaitaknew/download/ Policy-on-Preservation-of-Documents.pdf

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees 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

reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

While the Vigil Mechanism & Whistle blower policy encourages complainants to make protected disclosures in good faith, it also forbids raising concerns with malicious intent.

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. 26 of the Notes to Accounts of the 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

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. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company’s website at https://www.aaitak.in/investor.

All related party contracts/ arrangements/ transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. 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 2022-23 and hence does not form part of the report.

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.

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 of Directors u/s 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 first 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, except, Mr. Aroon Purie who drew remuneration of ''4,25,99,065 /- per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, 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 2022-23.

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 2022-23 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: a inthe preparation of the annual accounts for the year ended March 31, 2023, 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, 2023 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:

http://specials.indiatodav.com/aaitaknew/download/

prevention-of-sexual-harassment-policy-2021.pdf.

No complaint of sexual harassment was received during the financial year 2022-23.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company has not reported incident related to fraud during the financial year 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.

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.

For and on behalf of the Board of Directors

Aroon Purie Chairman & Whole-time Director DIN:00002794 Address: 6, Palam Marg, Place: Noida Vasant Vihar,

Date: May 16, 2023 New Delhi - 110057

---

Mar 31, 2018

Dear Members

The Directors have the pleasure of presenting their Nineteenth (19^th ) Annual Report together with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (‘Act’), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the FY 2017-18. The highlights of the standalone and consolidated financial results of the Company for the FY 2017-18 and FY 201617 are as under:

(Rs. in Crores)

Particulars	(Standalone)			(Consolidated)
	Year Ended	Year Ended		Year Ended		Year Ended
	March 31, 2018		March 31, 2017	March 31, 2018	March 31, 2017
Income from operations	691.16		616.97	720.92	652.28
Other income	23.20		20.84	24.48	21.40
Other Gain/ (losses) (net)	0.23		(0.18)	0.23	(0.15)
Profit before Exceptional items, Finance Costs, Depreciation and Amortization	233.77		185.84	232.34	183.82
Finance Costs	0.78		2.04	3.74	8.41
Depreciation and Amortisation	31.28		28.99	31.43	29.36
Profit before exceptional items and tax	201.71		154.81	197.17	146.05
Exceptional Items	(13.78)		8.56	(13.78)	8.56
Profit before tax	187.93		163.37	183.39	154.61
Tax expense	64.45		54.14	64.46	54.14
Net Profit	123.48		109.23	118.93	100.47
Attributable to:
Owners	123.48		109.22	118.93	102.22
Non-controlling interests	NA		NA		(1.75)
Balance amount brought forward	441.29		344.56	163.92	84.46
Amount available for appropriation	564.76		453.79	282.85	186.68
Transactions with Non-controlling interests					(10.30)
Other comprehensive income for the year	(0.38)		0.07	(0.35)	0.11
Transfer to General Reserve
Dividend on equity shares for previous year	11.93		10.44	11.93	10.44
Dividend distribution tax on dividend for previous year	2.43		2.13	2.43	2.13
Balance Carried forward	550.02		441.29	268.14	163.92

Note: The above statements and the financial figures given under the head ‘Financial Results’ are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognized accounting practices and policies to the extent applicable.

PERFORMANCE

On standalone basis your Company’s revenue from operations for FY 2017-18 at Rs.691.16 Crores has been higher by 12.03 % over last year (Rs.616.97 Crores in FY 2016-17). Profit before tax has been Rs.187.93 Crores as compared to Rs.163.37 Crores in the last year. Profit after tax has been Rs.123.48 Crores as compared to Rs.109.23 Crores during the last year.

Your Company’s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel “Aaj Tak”, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

AWARDS & RECOGNITION

Your Company continues to win awards year-after-year, thus reiterating its credible market position.

(i) Your Company won series of accolades at the prestigious

Exchange 4Media News Broadcasting Awards (ENBA) across many categories:

- Best News Channel, Hindi - Aajtak

- Best Editor in Chief, Aaj Tak - Supriya Prasad

- Best Current Affairs Programme, English (India Today TV) - Newsroom

- Best News Coverage , National, Hindi (Aaj Tak) -Demonetisation

- Best News Coverage, International, English (India Today TV) - Missing In Mosul

- Best News Coverage, International, Hindi (Aaj Tak) - Iraq Mein Sabse Badi Talash

- Best Anchor, English (India Today TV) - Rahul Kanwal

- Best Anchor, Hindi (Aaj Tak) - Sweta Singh

- Best Anchor, Hindi (Aaj Tak), (Runner Up - Jury Award) - Sayeed Ansari

- Best Spot News Reporting, Hindi (Aaj Tak) -Sweta Singh

- Best continuing Coverage Hindi (Aaj Tak) -Satender Chauhan

- Best News Producer, Hindi (Aaj Tak) - Mukul Mishra

- Best Channel or Programme Promo, English (India Today TV) - Democartic Newsroom -Hurriyat

(ii) Both Aajtak & India Today Television bagged multiple awards across several categories at Indian Television Academy Awards (ITA):

- Best Television Event, Social - Agenda Aaj Tak (Aaj Tak)

- Best Editing - Defender of India - India Today TV-Gaurav Khera

- Best News Channel, Hindi - Aaj Tak

- Best News Channel, English - India Today Television

- Best Anchor - Rajdeep Sardesai (India Today)

- Best News Show - Newsroom (India Today)

(iii) Aajtak news channel won the coveted award under the category ‘Bottom of the Pyramid’ at Pitch 50 Awards.

(iv) Your Company bagged 3 awards at BW Applause Awards. The ‘India Today Conclave 2017’ was conferred with Best Televised IP of the Year and Best IP of the Year Award. Also UP Ke Dil Me Kya Hai (Aaj Tak) was awarded with the Best Rural Engagement Award.

(v) I ndia Today TV (ITTV) won awards at Ramnath Goenka Excellence in Journalism Awards under 3 categories:

- Reporting from J&K and the Northeast - Moumita Sen for Test Kashmir

- Sports Journalism - Bipasha Mukherjea for Goal Mizoram

- Uncovering India Invisible - Manogya Loiwal for Young Minds Old Bodies

(vi) Aajtak and India Today TV (ITTV) were declared as the most trusted brand at India’s Most Trusted Brand Award ceremony.

(vii) Aajtak in Multi-Channel marketing content category won Silver Award for Sahitya at Digixx - Ad Gully 2018.

(viii) India Today Group bagged corporate Media Excellence Award at Amity University Media Excellence Award.

(ix) Aajtak.in awarded as the Best Admired Customer Engagement Website Award at ACEF - Asia Consumer Economic Forum.

(x) Aajtak.in bagged Best Mobile App and Best Use of Facebook, Best Digital Integrated Campaign (Sabse Tez Nateeje) at National Advertising And Marketing Awards.

(xi) So Sorry bagged Gold under the Best use of Video Category at Indian Digital Marketing Awards (IDMA).

(xii)Your Company bagged 4 most coveted awards at the prestigious DIGIPUB Awards. The awards won include for www.AajTak.in - Gold, TheLallantop.com - Silver, Aaj Tak Social -Silver and So Sorry - Silver.

(xiii) Aaj Tak - Sabse Tez Nateeje Campaign for UP election won Best Marketing Content Award at Drivers of Digital Awards (DOD).’

AAJ TAK

Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 16.2% (15 NCCS All, HSM, Wk 14Rs.17-13Rs.18, Relative Share basis Imp Rs.000 out of 12 Hindi News Channels). Aaj Tak has also crossed average weekly 112 million viewers touching a maximum of 160.93 millions in 2017-18 (15 NCCS All, HSM, Wk 14Rs.17-13Rs.18, Coverage).

INDIA TODAY TELEVISION

In the last quarter (Jan-MarRs.18) the channel grew with a relative share of 17.8% from the first quarter (April -JuneRs.17) at 14.3%. In Prime time, the channel was the No.2 in Quarter (Jan-MarRs.18).

DILLI AAJ TAK

Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Tak’s 15 NCCS All share decreased from 0.48 (April - JuneRs.17) to 0.36 (Jan-MarRs.18) in Delhi market.

TEZ

Tez maintains lead over DD News and NDTV India in the financial year 2017-18.

DIVIDEND

Based on the Company’s performance, the Directors are pleased to recommend for your consideration and approval payment of dividend amounting to Rs.2.25 i.e. @ 45% per equity share of Rs.5/- each fully paid up, for the financial year 2017-18. The final dividend on equity shares, if approved by the members would involve a cash outflow of Rs.16.18 Crores (including Corporate Dividend Tax amounting to Rs.2.76 Crores). Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company’s Website viz. https://aajtak.intoday. in/investor/ and forms part of the Annual Report as Annexure -I

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.

SHARE CAPITAL

During the year, there was no change in the Company’s issued, subscribed and paid-up equity share capital. On March 31, 2018 it stood at Rs.298,268,075 divided into 59,653,615 Equity shares of Rs.5/- each.

Subsequent to the end of Financial Year, on May 22, 2018, the Company has allotted 7,500 Equity shares to an employee under TVTN ESOP Scheme 2006. Post allotment, the issued, subscribed and paid up equity share capital of the Company increased to Rs.298,305,575 consisting of 59,661,115 Equity Shares of Rs.5/- each.

DEPOSITS

The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding as at the end of the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

INDUCTIONS, RE-APPOINTMENT/REDESIGNATIONS, RETIREMENT & RESIGNATIONS

During the year under review, the Board of Directors of the Company at their meeting held on November 9, 2017 approved the appointment of Mr. Vivek Khanna as the Chief Executive Officer of the Company subject to the approval of the Ministry of Information and Broadcasting. The appointment of Mr. Vivek Khanna shall be effective from the date of approval of Ministry of Information and Broadcasting.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on February 08, 201 8 subject to the approval of the shareholders, has appointed/redesignated Ms. Kalli Purie Bhandal from Whole Time Director to Vice Chairperson & Managing Director of the Company and Mr. Aroon Purie from Chairman & Managing Director to Chairman & Whole-time Director with effect from April 1, 2018 and upto March 31, 2023.

Pursuant to the provisions of the Companies Act, 2013, Ms. Kalli Purie Bhandal, Vice Chairperson and Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her reappointment.

Mr. Ashok Kapur and Mr. Anil Vig, Independent Directors will be completing their present term as Independent Directors of the Company on March 31, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on May 22, 2018 subject to the approval of shareholders by special resolution, has re-appointed Mr. Ashok Kapur and Mr. Anil Vig as Independent Directors of the Company for a further term of five years w.e.f. April 1, 2019.

The Company has received requisite notice in writing from a member proposing their name for the office of Independent Directors. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Ashok Kapur and Mr. Anil Vig as Independent Directors, for the approval by the shareholders of the Company for the second term of 5 years from April 1, 2019 upto March 31, 2024.

Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.

Mr. Ashish Kumar Bagga resigned as Chief Executive Officer with effect from July 31, 2017. Further, Ms. Koel Purie Rinchet, Non - Executive Director and Mr. Sudhir Mehra, Independent Director resigned with effect from August 11, 2017 and October 31, 2017 respectively. The Board placed on record its sincere appreciation for valuable guidance and contribution made by the outgoing Directors during their tenure on the Board.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Directors and Senior Management Personnel.

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. Accordingly, the Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

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 Directors 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, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Policy is also available on the website of the Company at https://aajtak.intoday.in/investor/

ANNUAL EVALUATION AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2017-18.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

A note on the familiarisation programme adopted by the Company for training of the Directors, and the details of the Board evaluation process undertaken, are set out in the Corporate Governance Report which forms a part of this report.

BOARD MEETINGS

The Board met 6 (six) times in the financial year 2017-18. 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

The composition of the Audit Committee is stated in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board during the financial year 2017-18.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2018, the Company has 4 (four) subsidiary companies in terms of the provisions of Companies Act, 2013, namely, T.V. Today Network (Business) Limited, India Today Online Private Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited.

During the year, the Company had acquired 100% of the paid-up Equity share capital of ‘Vibgyor Broadcasting Private Limited’. Accordingly, Vibgyor Broadcasting Private Limited became wholly owned subsidiary of the Company.

Further, during the year under review, the Company has invested an amount of Rs. 4,05,17,002/- in the Equity Shares of Mail Today Newspapers Private Limited.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company which forms part of the Annual Report. A report on the performance and financial position of Subsidiary Companies as per the Companies Act, 2013 is annexed in form AOC-1, as Annexure II to this Report.

Audited financial statements of the subsidiary companies for FY 2017-18 have been placed on the website of the Company https://aaitak.intoday.in/ investor/ and are not being annexed to this report. The audited financial statements of the subsidiary are available for inspection at the Company’s registered office and registered office of the subsidiary Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request.

No Company has become/ceased to be Associate or Joint Venture during the financial year 2017-18.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year, the Company has transferred the unpaid/unclaimed dividend amounting to Rs.168,267/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 August 31, 2017 (date of last Annual General Meeting) on the website of the Company https://aajtak.intoday. in/investor/

Further, in terms Section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the Company has transferred 8,081 Equity Shares to the demat account of Investor Education and Protection Fund, details of which are uploaded on the website of the Company https:// aajtak.intoday.in/investor/. Also, the Company has provided an access link to the refund webpage of IEPF Authority website, so as to facilitate the easy refund procedure for its shareholders.

MAJOR EVENTS

ACQUISITION OF OPERATIONS OF DIGITAL BUSINESS FROM LIVING MEDIA INDIA LIMITED

During the year, the Company has entered into a Business Transfer Agreement with Living Media India Limited (LMIL) (Holding Company) effective from January 01, 2018 for acquisition of operations of Digital Business as a going concern on slump sale basis. Accordingly, the operations of the digital business are being carried on by the Company. Further, the Company has also entered into License Agreement with LMIL effective from January 1, 2018, giving rights of LMIL’s digital IPR’s to the Company on payment of royalty.

COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

During the year, the Board of Directors on the basis of the recommendations of the Audit Committee and subject to the approval of the Shareholders, Creditors and other concerned authorities, approved the Composite Scheme of Arrangement and Amalgamation of Mail Today Newspapers Private Limited (“Mail Today”) and India Today Online Private Limited (“ITOPL”) with the Company and their respective shareholders and creditors (hereinafter referred to as the “Scheme”) at their meeting held on December 15, 2017.

The Scheme provides for demerger of the newspaper undertaking of Mail Today and its vesting into and with the Company. It also provides for merger of ITOPL with the Company. The Scheme also provides for reduction of share capital of Mail Today and ITOPL.

The Company had filed the first motion application to National Company Law Tribunal (“NCLT”) on April 27, 2018.

PROPOSED SALE OF RADIO BUSINESS

During the year under review, the Board of Directors in its meeting held March 16, 2018, has decided not to go ahead with the transfer of the radio business of the Company, comprising of three radio stations in Delhi, Mumbai and Kolkata (currently operated under the frequency 104.8FM and brand name “ISHQ 104.8FM”) (“Radio Business”) to Vibgyor Broadcasting Private Limited (a wholly owned subsidiary of T.V. Today Network Limited).

Further, after careful consideration of various options and strategic directions of the Company’s business, the Board of Directors granted in principle approval for the sale of the Radio Business of the Company, to Entertainment Network India Limited (ENIL) as a going concern, by way of slump sale subject to approval of Ministry of Information & Broadcasting (“MIB”) and members of the Company. The Company has also entered into a Non-binding memorandum of Understanding with ENIL in this regard.

Accordingly, the Company has filed an application with MIB on March 20, 2018 for withdrawal of the application earlier made, for seeking approval to sell the Radio business to Vibgyor Broadcasting Private Limited. Also an application dated March 27, 2018 was filed with MIB for seeking approval for proposed sale of Radio Business to ENIL.

EMPLOYEES STOCK OPTION PLAN

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014.

A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under TVTN ESOP 2006, is disclosed on the website of the Company at https://aajtak.intoday.in/investor/

A certificate from Statutory Auditors, with regard to the implementation of the Company TVTN ESOP 2006, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.

STATUTORY AUDITORS

At the eighteenth (18^th) Annual General Meeting of the Company, the Shareholders approved the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W / E300004) as the Statutory Auditors, to hold office till the conclusion of twenty third (23^rd) Annual General Meeting of the Company.

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 2017-18. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 31, 2017 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on September 6, 2017.

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 2018-19 on a remuneration of Rs.1,30,000 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, 2013, 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 convening the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. 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, 2013, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.

The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company’s website at https://aajtak.intoday.in/ investor/

During the year, the Board of Directors on the basis of recommendations received from CSR Committee, had approved contribution of an amount of Rs.2,83,63,043/to Care Today Fund (Implementing Agency) towards construction of household toilets to support Swachh Bharat Abhiyan initiatives. Also, part of the funds would be utilised to expand, maintain and manage existing five libraries and setting up of new libraries for the inmates of Tihar Jail. These activities were covered under the CSR policy of the Company and were in accordance with the provisions of Schedule VII of the Companies Act, 2013.

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

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure IV to this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Practicing Company Secretaries’ certificate for the financial year 2017-18

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size and nature of its business. An internal audit programme covers various activities and periodical reports are submitted to the management. The Company has a well-defined organisational 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, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. 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 business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

Name of the Policy	Web link
Policy on Materiality of Related party Transactions and dealing with related party transactions	http://specials.indiatoday.com/aajtaknew/pdf/Policy- on-Materiality-of-Related-PartyTransactions-2016.pdf
Policy for determining Material subsidiaries Subsidiary-2016.pdf	http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material-
Vigil mechanism / Whistle Blower Policy	http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_ Whistle_Blower_Policy.pdf
Corporate Social Responsibility Policy	http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf
Policy on determination of Materiality	http://specials.indiatoday.com/aajtaknew/download/Policy_on_ Determination_of_Materiality.pdf
Dividend Distribution Policy	http://specials.indiatoday.com/aajtaknew/download/Dividend-Distribution- Policy.pdf
Business Responsibility Policy	http://specials.indiatoday.com/aajtaknew/download/Business -Responsibility-Policy.pdf
Archival Policy	http://specials.indiatoday.com/aajtaknew/download/ARCHIVAL_POLICY.pdf

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

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances are driven by outcomes that include:

- Avoiding the risk,

- Reducing (mitigating) the risk,

- Transferring (sharing) the risk, and

- Retaining (accepting) the risk.

POLICIES OF THE COMPANY

The Company as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 formulated the following policies:

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees 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 reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2017-18.

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, 2013 form part of the notes to the financial statements provided in the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure-V and forms an integral part of this Report

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. 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, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to this report.

In terms of the first proviso to Section 136 of the Companies Act, 2013, the annual report is being sent to all shareholders of the Company excluding Particulars of employees as required under section 197 of the Companies Act, 2013 read with 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 annual general meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary.

Except, Mr. Aroon Purie who draws remuneration of Rs.3,46,27,296 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

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, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure VII 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 2017-18 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, 2013, with respect to Directors’ Responsibility Statement, it is confirmed that:

- in the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 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, 2013 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 in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has 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 policy portal.

No complaint of sexual harassment was received during the Financial Year 2017-18.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013.

(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.

ACKNOWLEDGMENT

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

Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Aroon Purie

Chairman

DIN:00002794

Address: 6, Palam Marg,

Vasant Vihar,

Place: Noida New Delhi - 110057

Date: May 22, 2018

---

Mar 31, 2017

The Directors have the pleasure of presenting their 18th Annual Report together with the audited financial statements for the year ended March 31, 2017.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2017 are summarized below for your consideration:

(Rs, in Crores)

	(Standalone)		(Consolidated)
Particulars	Year Ended March 31, 2017	Year Ended March 31, 2016	Year Ended March 31, 2017	Year Ended March 31, 2016
Income from operations	572.77	542.02	608.10	581.60
Other income	22.10	18.27	22.65	17.88
Other Gain/ (losses) (net)	(0.74)	2.77	(0.18)	2.72
Profit before Exceptional items, Finance Costs, Depreciation and Amortization	184.10	183.50	182.07	182.32
Finance Costs	2.04	0.56	8.41	6.40
Depreciation and Amortisation	28.60	30.57	28.97	30.92
Profit before exceptional items and tax	153.46	152.37	144.69	145.00
Exceptional Items	8.56	(38.62)	8.56	(30.31)
Profit before tax	162.02	113.75	153.25	114.69
Tax expense	54.14	52.91	54.14	52.92
Net Profit	107.88	60.84	99.11	61.77
Attributable to:
Shareholders of the Company	107.88	60.84	100.87	63.36
Non-controlling interests	NA	NA	(1.76)	(1.59)
Balance amount brought forward	344.56	299.55	84.46	37.18
Amount available for appropriation	452.44	360.39	185.33	100.54
Transaction with Non-controlling interests	-	-	(10.30)	(0.23)
Other Comprehensive income for the year	(0.02)	(0.09)	0.02	(0.11)
Transfer to General Reserve	-	5.00	-	5.00
Dividend on equity shares for previous year	10.44	8.95	10.44	8.95
Dividend distribution tax on dividend for previous year	2.13	1.79	2.13	1.79
Balance Carried forward	439.85	344.56	162.48	84.46

Note: The above statements and the financial figures given under the head ‘Performance'' are extracted from the Standalone and Consolidated Financial Statements which have been prepared in accordance with the (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognized accounting practices and policies to the extent applicable. Beginning April 1, 2016, the Company has for the first time adopted Ind AS with a transition date of April 1, 2015.

PERFORMANCE

On standalone basis your Company’s revenue from operations for FY 2016-17 atRs,572.77 Crores has been higher by 5.67 % over last year (''542.02 Crores in FY 2015-16). Profit before tax has beenRs,162.02 Crores as compared toRs,113.75 Crores in the last year. Profit after tax has beenRs,107.88 Crores as compared toRs,60.84 Crores during the last year.

Your Company’s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel “Aaj Tak”, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

In recognition of its qualitative coverage and mass appeal, your Company’s channels have been conferred with the following prestigious awards:

APCEF CUSTOMER ENGAGEMENT AWARDS 2015 -16:

BTL Activity - Successful use of CSR Activity (Aaj Tak)

GOAFEST 2016 - BROADCASTER ABBY:

Best Launch of TV Channel (INDIA TODAY TV)

NEWS TELEVISION AWARDS 2016:

Lifestyle & Fashion News Show English (Headlines Today) Entertainment Special English (Headlines Today) Entertainment Special Hindi (Aaj Tak)

Entertainment Talk Show English (Headlines Today) Entertainment Talk Show Hindi (Aaj Tak)

Talk Show Hindi (Aaj Tak)

Business Talk Show Hindi (Aaj Tak)

Show on Social/Environment Awareness / Social Development English (Headlines Today)

Sports News Show Hindi (Aaj Tak)

Sports Talk Show Hindi (Aaj Tak)

Investigative Programme Hindi (Aaj Tak)

Televised Live Initiative by News Channel Hindi (Aaj Tak)

Promo for a Channel Hindi (Aaj Tak)

News Videographer English (Headlines Today)

Most Popular Social Media TV News Brand (Aaj Tak)

Entertainment News Anchor Hindi (Aaj Tak)

Sport News Show Presenter Hindi (Aaj Tak)

TV News Reporter Hindi (Aaj Tak)

TV News Presenter Hindi (Aaj Tak)

PITCH TOP 50 BRANDS:

Bottom of the Pyramid (Aaj Tak)

ENBA AWARDS 2016:

News Channel of the Year - Hindi - (Aaj Tak)

News Channel of the Year - English - (India Today TV)

News Television Managing Editor of the Year - English - Rahul Kanwal

Best Anchor - Sweta Singh

Best Talk Show - Pervez Musharraf Exclusive (Aaj Tak)

Best News Coverage - National - Surgical Strike, (India Today TV)

Best Spot News Reporting - Gaurav Sawant

Best Video Editor - Nitin, Ajay, Amit - Vande Matram (Cap Saurabh Kalia)

NATIONAL AWARD FOR EXCELLENCE IN RURAL MARKETING:

Social Development campaign of the year - Aaj Tak Safaigiri Best Integrated Rural marketing - Aaj Tak Safaigiri India’s Most Trusted Hindi News Channel Brand: (Aaj Tak) India Most Attractive Hindi News Channel Brand: (Aaj Tak)

DIGITAL:

Aaj Tak awarded Gold Play Button by YouTube

Aajtak.in best news content website at National Digital

Marketing Conference and Awards

Indiatoday.in best news content website at National Digital Marketing Conference and Awards

Aajtak.in best website local language by mCube Drivers Of Digital Awards

SO SORRY:

FICCI BAF - 4th NIFF-17 (Noida International Film Festival) AAJ TAK

Aaj Tak has maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC with a Market Share of 16.8% (15 NCCS All, HSM, Wk 14’16-13’17, Relative Share basis ImpRs,000 out of 12 Hindi News Channels). Aaj Tak has also crossed average weekly 100 million viewers touching a maximum of 146.25 millions in 2016-17 (15 NCCS All, HSM, Wk 14’16-13’17,Coverage).

INDIA TODAY TELEVISION

India Today Television was rebranded in Week 21’15 and it opened as the clear No.2 channel of the genre. In the last quarter (Jan-Mar’17) the channel grew with a relative share of 22.7% from the first quarter (April - June’16) at 16.9%. In Prime time, the channel was the clear No.2 throughout the year.

DILLI AAJ TAK

Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Tak’s Universe share increased from 0.38 (April - June’16) to 0.39 (Jan-Mar’17) in Delhi market.

TEZ

Tez maintains lead over DD News and NDTV India in the financial year 2016-17.

DIVIDEND

Based on the Company’s performance, the Directors are pleased to recommend for your consideration and approval payment of dividend amounting toRs,2/- @ 40% per equity share ofRs,5/- each fully paid up, for the financial year 2016-17. The final dividend on equity shares, if approved by the members would involve a cash outflow ofRs,14.36 Crores (including Corporate Dividend Tax amounting toRs,2.43 Crores).

DEPOSITS

The Company has not accepted any deposit and as such, no amount of principal or interest was outstanding as at the end of the financial year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

RE-APPOINTMENT

Pursuant to the provisions of the Companies Act, 2013, Mr. Devajyoti Bhattacharya, Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

A brief resume, nature of expertise, details of other directorships and other information of Mr. Devajyoti Bhattacharya as stipulated in Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the notice of the ensuing Annual General Meeting.

INDUCTION & RESIGNATION

The Board of Directors, on the recommendations of the Nomination and Remuneration Committee, at its meeting held on February 09, 2017 had appointed Mr. Ashish Sabharwal as the Company Secretary of the Company w.e.f March 01, 2017. He has been designated as the Group Head - Secretarial and Company Secretary of the Company.

Dr. Puneet Jain, had resigned from the position of Company Secretary and Vice President - Internal Audit, w.e.f. February

28, 2017. He has been designated as Group Chief Corporate Affairs Officer in addition to his existing responsibilities.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Directors and Senior Management Personnel.

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. Accordingly, the Board has adopted a Policy on Nomination, Remuneration and Board Diversity, which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the Company’s website at http://aajtak.intoday.in and is annexed as Annexure

I to this report.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarisation programme adopted by the Company for training of the Directors, and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

BOARD MEETINGS

The Board met 6 (six) times in the financial year 2016-17.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.

AUDIT COMMITTEE

The composition of the Audit Committee is stated in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board during the financial year 2016-17.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2017, the Company has 3 (three) Subsidiary Companies in terms of the provisions of Companies Act, 2013, namely, T.V. Today Network (Business) Limited, India Today Online Private Limited and Mail Today Newspapers Private Limited.

During the year, the Company has acquired 100% of the paid-up Equity share capital of ‘India Today Online Private Limited’ from Living Media India Limited by way of gift (i.e. without any consideration).Accordingly, India Today Online Private Limited became wholly owned subsidiary of the Company.

Further, the Company had during the year also acquired 25.21% of the total paid-up Equity share capital of ‘Mail Today Newspapers Private Limited’ by way of gift (i.e. without any consideration) from A.N. (Mauritius) Limited. Consequent upon the said acquisition, the Company along with its wholly owned Subsidiary Company, India Today Online Private Limited, holds 100 % of the paid-up share capital of ‘Mail Today Newspapers Private Limited’. With this, Mail Today Newspapers Private Limited became a subsidiary of the Company in which the Company along with its wholly owned subsidiary holds 100% the paid-up share capital.

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India. The audited Consolidated Financial Statements together with Auditor’s Report form part of the Annual Report.

In terms of the provisions of Section 136(1) of Companies Act, 2013, the audited financial statements of T.V. Today Network (Business) Limited, India Today Online Private Limited and Mail Today Newspapers Private Limited, Subsidiary Companies, have been placed on the website of the Company and are not being annexed to this report.

The Financial Statements of the Subsidiary Companies are kept for inspection by the shareholders at the registered office of the Company. The Company shall provide the copy of the financial statements of its subsidiary companies to the shareholders upon their request.

No Company has become/ceased to be Associate or Joint Venture during the financial year 2016- 17.

A report on the performance and financial position of Subsidiary Companies as per the Companies Act, 2013 is annexed in form AOC-1, as Annexure II to this Report.

RADIO BUSINESS

The Company is licensed to operate 3 (three) radio stations in Mumbai, Delhi and Kolkata pursuant to the Grant of Permission Agreements each dated 16 March 2011 (“GOPA”) (the “Radio Business”) under ‘Policy Guidelines on Expansion of FM Radio Broadcasting Services through Private Agencies (Phase II)’ dated 24 September 2008, as amended, (“Phase

II Policy”).

The Company had filed a writ petition before the Hon’ble Delhi High Court (“Writ Petition”) challenging the order of the Ministry of Information and Broadcasting (“MIB”) disallowing the sale of the Radio Business to Entertainment Network (India) Limited (“ENIL''). However, during the year under review, the Company has decided not to undertake agreement to sell, which was proposed to be entered into with ENIL, for the sale of the abovementioned Radio Business.

In the meanwhile the Company has decided to re-organize its radio business by migrating its Radio Business from the Phase-II Policy to the ‘Policy Guidelines on Expansion of FM Radio Broadcasting Services through Private Agencies (Phase III)’ dated 25 July 2011, as amended, (“Phase III Policy”) issued by MIB. Pursuant to the terms and conditions of the offer letter dated April 20, 2017 of MIB, the Company has executed Grant of Permission Agreement(s) under Phase III Policy (“Phase III GOPA”) on May 23, 2017 for its Radio Business, and has also furnished a performance bank guarantee and paid a migration fee of an amount of ''713,679,767/- and other charges and interest to MIB.

The Company has also withdrawn the above said writ petition before the Hon’ble Delhi High Court (“Writ Petition”) challenging the order of the Ministry of Information and Broadcasting (“MIB”) disallowing the sale of the Radio Business to Entertainment Network (India) Limited (“ENIL”).

EMPLOYEES STOCK OPTION PLAN

To retain, promote and motivate the best talent in the Company and to develop a sense of ownership among employees, the Company has instituted an Employees Stock Option Scheme 2006 (TVTN ESOP 2006) with the approval of the shareholders. The said scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulation, 2014.

A detailed report with respect to options exercised, vested, lapsed, exercise price, vesting period etc. under TVTN ESOP 2006, is disclosed on the website of the Company at http:// aajtak.intoday.in

A certificate from Statutory Auditors, with regard to the implementation of the Company TVTN ESOP 2006, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.

STATUTORY AUDITORS

The Company’s Statutory Auditors, M/s. Price Waterhouse, Chartered Accountants (ICAI Firm Registration No. 301112E), hold office till the conclusion of forthcoming Annual General Meeting and have completed more than 10 years as Statutory Auditors.

In terms of provisions of Section 139 of the Companies Act, 2013 Statutory Auditors can be appointed for a maximum term of 10 years.

Based on the recommendations of the Audit Committee it is proposed to appoint M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/ E300004) as Statutory Auditors for a term of 5 consecutive years from the conclusion of the ensuing annual general meeting to the conclusion of twenty third annual general meeting subject to ratification by the shareholders at every annual general meeting.

The Company has received a letter from M/s S.R. Batliboi & Associates, LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004) to the effect that their appointment, if made, would be within the prescribed limits under Section 1 41 of the Companies Act, 201 3. You are requested to consider their appointment.

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.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 2016-17. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

The Cost Audit for financial year ended March 31, 2016 was conducted by M/s. SKG & Co (M. No. 000418). The said Cost Audit Report was filed on September 21, 2016.

Based on the recommendations of the Audit Committee, the Board has approved the re-appointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2017-18 on a remuneration of ''1.20 lacs 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, 2013, 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 convening the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

At T.V. Today, Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes. 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.

As part of its initiatives under CSR, the Company has undertaken projects in the areas of hygiene and sanitation (aligned to Swachh Bharat Abhiyan) and programme for the children with special needs. These projects are in accordance with the CSR Policy of the Company and Schedule VII of the Companies Act, 2013.

In accordance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The composition of the CSR Committee is provided in the Report on Corporate Governance, which forms part of this Report.

The Company has also formulated a Corporate Social Responsibility Policy, which is available on the Company’s website at http://aajtak.intoday.in.

During the year, the Board of Directors on the basis of recommendations received from CSR Committee had approved an amount of ''24,644,772 to Education Today (Implementing Agency) towards Vasant Valley School expansion plan in accordance with Schedule VII of the Companies Act, 2013. The school expansion programme (Blue Room Programme) is only for improving the lives of the children with special needs. By incorporating the various aspects of special education in this facility, we will be able to provide them with all services under one roof which will make it easy for the parents and the children with multiple disorders.

The Blue Room programme is an early years programme in Vasant Valley School which was started almost 10 years ago, to meet the needs of young children with a diagnosis of moderate to severe Autism. This programme is not an inclusive programme. It is focussed on 1:1 intervention to build on daily living skills, communication and understanding social dynamics. Occupational therapy is a major component of the programme. At present, we have 12 children enrolled in the Early Years Programme. As the children develop skills, they are integrated, with 100 % support from a special educator, with a mainstream group for activities such as lunch, physical education, music or short trips outside school.

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

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is annexed as Annexure IV to this Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligation Disclosure Requirement) Regulations, 2015, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Practicing Company Secretaries’ certificate for the financial year 2016-17 does not contain any qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FNANCIAL CONTROL AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size and nature of its business. An internal audit programme covers 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, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. 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 business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

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.

The trend line assessment of risks, analysis of exposure and potential impact are carried out. Mitigation plans are finalized, owners identified, and progress of mitigation actions are regularly and periodically monitored and reviewed.

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances are driven by outcomes that include:

Avoiding the risk,

Reducing (mitigating) the risk,

Transferring (sharing) the risk, and Retaining (accepting) the risk.

POLICIES OF THE COMPANY

The Company as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 formulated the following policies:

Name of the Policy Web link

Policy on Materiality of Related party http://specials.indiatoday.com/aajtaknew/pdf/Policy-on-Materiality-of-Related-Party-

Transactions and dealing with related party Transactions-2016.pdf transactions

Policy for determining Material subsidiaries http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material-Subsidiary-2016.pdf

Vigil mechanism / Whistle Blower Policy http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_Whistle_Blower_Policy.pdf

Corporate Social Responsibility Policy http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf

Policy on determination of Materiality http://specials.indiatoday.com/aajtaknew/download/Policy_on_Determination_of_Materiality.pdf

Dividend Distribution Policy http://specials.indiatoday.com/aajtaknew/download/Dividend-Distribution-Policy.pdf

Business Responsibility Policy http://specials.indiatoday.com/aajtaknew/download/Business-Responsibility-Policy.pdf

Archival Policy http://specials.indiatoday.com/aajtaknew/download/ARCHIVAL_POLICY.pdf

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees 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 reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2016-17.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEE

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the extracts of the Annual Return of the Company in Form MGT-9 is appended as Annexure V to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party contracts/arrangements/transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. 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, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval.

PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/s 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) 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. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Except, Mr. Aroon Purie who draws remuneration of ''34,210,165 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company or is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

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, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure VII 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 2016-17 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, 2013, with respect to Directors’ Responsibility Statement, it is confirmed that:

- in the preparation of the annual accounts for the year ended March 31, 2017, 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, 2017 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, 2013 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 in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committee is announced to all employees of the Company and is available on the internal policy portal. No complaint of sexual harassment was received during the Financial Year 2016-17.

OTHER DISCLOSURES

(i) Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013.

(ii) There was no change in share capital of the Company during the financial year under review.

(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.

ACKNOWLEDGMENT

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

Your Directors also acknowledge with thanks the support given by the Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Aroon Purie

Chairman & Managing Director

DIN:00002794

Place: Noida 6, Palam Marg, Vasant Vihar,

Date: May 26, 2017 New Delhi - 110057

---

Mar 31, 2016

TO THE MEMBERS

The Board have the pleasure in presenting the Seventeenth Annual Report on business and operations, together with the audited financial statement of the Company for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2016 are summarized below for your consideration:

(Rs. in Crores)

	(Standalone)			(Consolidated)
Particulars	Year Ended March 31, 2016		Year Ended March 31, 2015	Year Ended March 31, 2016	Year Ended March 31, 2015
Income from operations	546.01	476.56		546.01	476.56
Other income	31.75	22.69		31.77	22.71
Profit before Finance, Charges, Amortization, Depreciation and Tax	178.09	154.38		178.10	154.38
Finance Charges (including Interest)	0.19	1.48		0.19	1.48
Depreciation	30.57	30.02		30.57	30.02
Profit before tax	147.32	122.88		147.33	122.88
Provision for Tax	53.02	41.85		53.03	41.85
Net Profit	94.30	81.03		94.31	81.03
Balance amount brought forward	291.94	222.16		291.99	222.20
Profit Available for appropriation	386.24	303.19		386.30	303.24
Transferred to General Reserve	5.00	-		5.00	-
Proposed Dividend	10.44	8.95		10.44	8.95
Corporate Dividend Tax	2.13	1.79		2.13	1.79
Adjustment on account of revision in useful life of fixed assets		0.51			0.51
Balance Carried forward	368.68	291.94		368.73	291.99

2. PERFORMANCE

During the financial year under review, your Company’s revenue from operations has been Rs. 546.01 Crores

compared to Rs. 476.56 Crores last year, an increase of 14.57%. Profit before tax has been Rs. 147.32 Crores compared to Rs. 122.88 Crores last year, a increase of 19.89% over the last year. Profit after tax has been Rs. 94.30 Crores compared to Rs. 81.03 Crores last year, registering a increase of 16.38% over the last year.

Your Company''s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel “AAJ TAK”, and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

In recognition of its qualitative coverage and mass appeal, your Company''s Channels have been conferred with the following prestigious awards:

E4M NEONS OOH AWARDS 2016

Most Innovative Use of Moving Media category-Aaj Tak ka Gaon Connection (Milestone)

Entertainment & Media category- Aaj Tak ka Gaon Connection (Milestone)

PROMAX BDA ASIA

Best Integrated Marketing Campaign- India Today TV Launch

GOAFEST 2016 - Broadcaster Abby

Best Launch of TV Channel- India Today TV Launch Campaign

IMPACT 50 MOST INFLUENTIAL WOMEN 2016-

Indian Media, Marketing and Advertising- Mrs. Kalli Purie Bhandal (28th Rank)

E4M NEWS BROADCASTING AWARDS - 2015

News Channel of the Year - HINDI- AAJ TAK

News Channel CEO of the year- Mr. Ashish Bagga

Best Current Affairs Programme - English- Telengana''s suicide crop (India Today TV)

Best Current Affairs Programme - Hindi- Raat kya Hoti hai Bhopal se Pucho (AAJ TAK)

Best in-Depth Series - English- in Kashmir the People in Kashmir the Politicians- India Today TV

Best News Coverage - National - English- Delhi Elections Coverage 2015(India Today TV)

Best news Coverage - International - Hindi- NEPAL Earthquake (AAJTAK)

Best Videographer - English/ Hindi- Kashif Siddiqui (in dependence) (India Today TV)

Best Video Editor - English- Rajeev Chandan & Kaushik Sen (INSIDE KUMBH) (India Today TV)

Best Video Editor - English- Anupam Rajkhowa & Kishore Sethi (NEPAL''s Nightmare, above Destruction) (India Today TV)

Best Video Editor - Hindi- Amit singh & Anupam

Rajkhowa (Champion phir se) (AAJTAK)

Best Channel Marketing - Hindi- Dilli ke Dil Mein kya Hai (AAJTAK)

Best Channel or Programme Promo - Hindi- Dilli ke Dil Mein Kya Hai (AAJTAK)

RURAL MARKETING AWARDS 2015 (RMAI)

Best Integrated Rural Marketing Campaign- Aaj Tak Kumbh Mela Safaigiri Drive

ITA AWARDS 2015 (Indian Television Academy)-

Best Hindi News Channel- AAJ TAK

Scroll of Honour- TVTN

INDIA’S MOST TRUSTED BRAND- 2015

India''s Best Hindi News Channel- AAJ TAK India''s Best English News Channel- India Today TV AAJTAK

AajTak has continued to maintain its leadership position for the 15th consecutive year. The market share of AajTak has increased from 15.1 % in July-Sept''15 to 18.4 % in Jan-Mar''16. AajTak continues to dominate by being the channel of choice during key news events. Across all major national or international news events, the preference for AajTak reigns supreme for the credibility it commands.

(Source- BARC, Market- HSM, TG- 15 NCCS All, Relative Share %, Period- As mentioned, Relative shares % calculated among 11 Hindi News channels).

Please note Rural and LC1 data started reporting since Wk 41''15.

May-Jun''15 data is for 6 weeks only.

INDIA TODAY TELEVISION

India Today Television was launched in Week 21'' 15 and it opened as the clear No.2 channel of the genre. In the last quarter (Jan-Mar''16) the channel grew with a relative share of 21.3% from the previous quarter (Oct-dec''15) at 15.9%.

(Source- BARC, Market- Megacities, TG- 22 M AB, Relative Share %, Period- As Mentioned, Relative shares % calculated among 5 English News Channels).

May-Jun''15 data is for 6 weeks only.

DILLI AAJ TAK

Dilli Aaj Tak maintains its viewership level in Delhi. Dilli Aaj Tak''s Universe share increased from 0.35 (Oct-Dec''15) to 0.41 (Jan-Mar''16) in Delhi market.

TEZ

Tez maintains lead over DD News and NDTV India despite huge loss in share on addition of Rural markets to HSM in Wk 41''15.

In HSM Metros (Delhi Mumbai Kolkata) market, Tez has consolidated its market share % and crosses IBN 7 & NDTV India in last quarter (Jan-Mar’16).

3. DIVIDEND

Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 35% amounting to Rs. 1.75 per equity share of Rs. 5/- each, for the financial year 2015-16. Total amount of dividend outgo for the financial year shall be Rs. 125,645,953 (including Corporate Dividend Tax amounting to Rs. 21,252,127).

The dividend will be paid to members whose names appear in the Register of Members as on close of business hours on August, 24th 2016; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The Annual General Meeting is scheduled to be held on August 31, 2016.

4. TRANSFER TO RESERVE

The Board of Directors has approved the transfer of Rs. 5,00,00,000 (Five Crore) to the General Reserve. An amount of Rs.368,68,12,329 is proposed to retained in the Surplus.

5. DEPOSITS

During the year, your Company has not accepted/ renewed deposits from the public within the meaning of Section 73, 74 and other relevant provisions of the Companies Act, 2013 read with rules made there under.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, and the Articles of Association of your Company, not less than two-third of the total number of directors shall be liable to retire by rotation. Further at least one-third of those liable to retire by rotation shall retire at every Annual General Meeting. It also provides that the total number of directors for the purpose of this section shall not include Independent Directors. Therefore, based on the present Board structure, Mr. Rajeev Gupta, Mr. Sudhir Mehra, Mr. Anil Vig and Mr. Ashok Kapur, Independent Directors shall not be liable to retire by rotation. Out of remaining three directors, Mr. Aroon Purie, Chairman & Managing Director is non-rotational Director and Mrs. Kalli Purie Bhandal is an Additional director. The other two directors, being two third shall be liable to retirement by rotation. Accordingly Mrs. Koel Purie Rinchet retires at the ensuing Annual General Meeting since being the longest in office and being eligible offers herself for reappointment. We seek your support in confirming her re-appointment as Director.

Appointment/ Re-appointment and Resignations

During the year under review, on the recommendation of Nomination and Remuneration Committee, the Board re-appointed Mr. Aroon Purie as Managing Director and Mrs. Koel Purie Rinchet as Whole Time Director w.e.f. 1st April, 2015 and 24th May, 2015 respectively, thereafter Mrs. Koel Purie Rinchet resigned from the post of whole time director w.e.f. June 27, 2015 and remained the Non-Executive Director of the Company. We thank shareholders for their support in confirming their re-appointments in the Annual General Meeting held on August 20, 2015.

On recommendation of the Nomination and Remuneration committee, the Board has appointed Mr. Sudhir Mehra, as an Additional Independent Director w.e.f. February 02, 2016 for a period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.

On recommendation of the Nomination and Remuneration committee, the Board has appointed Mr. Rajeev Gupta, as an Additional Independent Director w.e.f. March 05, 2016 for a period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.

On recommendation of the Nomination and Remuneration committee, the Board appointed Mrs. Kalli Purie Bhandal, as a Additional Whole Time Director w.e.f. February 08, 2016 for a period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Company has received necessary notice of candidature under section 160 of the Companies Act 2013 in respect of appointment of Mr. Sudhir Mehra,

Mr. Rajeev Gupta and Mrs. Kalli Purie Bhandal for their appointment as Director in the ensuing Annual General Meeting of the Company.

During the year under review, Mr. Rajeev Thakore resigned as an Independent Director with effect from November 04, 2015. The Board places its appreciation for the services rendered by Mr. Rajeev Thakore during his tenure as Independent director with the Company.

7. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is confirmed that:

- in the preparation of the annual accounts for the year ended March 31, 2016., 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, 2016 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, 2013 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.

8. COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted four committees namely, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder’s Relationship Committee.

A detailed note on the Board, its committees (Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee) and ,their composition is provided in the ''Report on Corporate Governance’ section in the Annual Report.

9. POLICIES OF THE COMPANY

The Company as per the provision of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

10. EXTRACT OF ANNUAL RETURN

Requirements) Regulation, 2015 formulated the following policies:

Name of the Policy	Web link
Policy on Materiality of Related Party Transactions and dealing with related party transactions	http://specials.indiatoday.com/aajtaknew/pdf/Policy-on-Materiality-of-Related- Party-Transactions-2016.pdf
Policy for Determining Material subsidiaries	http://specials.indiatoday.com/aajtaknew/pdf/Policy-for-Determining-Material- Subsidiary-2016.pdf
Vigil Mechanism / Whistle Blower Policy	http://specials.indiatoday.com/aajtaknew/download/Vigil_Mechanism_Whistle_ Blower_Policy.pdf
Corporate Social Responsibility Policy	http://specials.indiatoday.com/aajtaknew/download/csr_policy_final.pdf
Policy on determination of materiality	http://specials.indiatoday.com/aajtaknew/download/Policy_on_Determination_ of_Materiality.pdf

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-I to the Boards'' Report.

11. NUMBER OF MEETINGS OF BOARD/COMMITTEE

The details of meeting of Board and its committees (except CSR committee) are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. CRITERIA FOR APPOINTMENT OF DIRECTORS

The Company has made Nomination and Remuneration Policy (“Policy”) for appointment and remuneration of Directors, key managerial personnel and other employees. Currently, the Board consists of 8 members, out of which one is Managing Director, one is Whole time Director, two of which are Non-executive Directors and four are Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The Board periodically evaluates the need for change in its composition and size.

The Policy, includes criteria for determining qualifications, positive attributes, independence of director and other matters provided under Sub-section (3) of the Section 178 of the Companies Act, 2013, is included in the Nomination and Remuneration Policy adopted by the Board, forms part of this Annual Report. We affirm that the remuneration paid to directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

14. RISK MANAGEMENT

The Company has formulated the Risk Management Policy through which the Company has identified various risks like, strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. 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 business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

The appropriate risk identification method will depend 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.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed.

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances shall be driven by outcomes that include:

- Avoiding the risk,

- Reducing (mitigating) the risk,

- Transferring (sharing) the risk, and

- Retaining (accepting) the risk.

15. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (“CSR”) is the Companies intent to make a positive difference to the society; Companies have realized that the Government alone will not be able to get success in its endeavor to uplift the Society so therefore the concept of CSR has gained its prominence in recent years and has been made mandatory as per Companies Act, 2013, which requires Companies to contribute some part of its profits towards the CSR activities. With the rapidly changing corporate environment, more functional autonomy and operational freedom we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. We are committed to operate our business with emphasis on CSR in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, community and to take care of environment with best interest.

CSR VISION

1. Build a Powerful Partnership with Society for ''Sustainable Development'';

2. To improve the quality of life of the communities we serve through long term stakeholder value creation.

As per the Companies Act, 2013, all companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company’s three immediately preceding financial year. Accordingly, your Company has allocated an amount of Rs. 16,542,533 towards CSR activities during the financial year 2015-16 .

The details of CSR Committee composition is provided in the Annexure 2 to the Board''s Report. The CSR committee met two times during the year i.e. on 13th November, 2015 and 08th February, 2016.

Name of the Members	Designation	Date of meetings held during the year	Attendance of Director
Mr. Aroon Purie - Chairman and Managing Director	Chairman	13th November, 2015, 08th February, 2016.	2
Mr. Ashok Kapur-Director	Member		1
Mrs. Koel Purie Rinchet-Director	Member		1

Care Today Fund part of India Today Group was setup to focus on CSR initiatives of the group and your Company had contributed in the past in CSR activities through Care Today Fund long before the provisions related to CSR under the Companies Act, 2013 were applicable.

The Board of Directors on the basis of recommendations received from CSR Committee had approved Swatch Bharat Abhiyan activities which shall be carried out through Care Today Fund and monitored by CSR Committee as CSR project/programs for contribution towards Corporate Social Responsibility activities.

The details relating to the Company''s CSR Activities for the financial year 2015-16 as required to be disclosed under the provisions of the Companies Act 2013 is provided in the Annexure 2 to the Board''s Report. Further details of the projects undertaken by Care Today Fund in respect of CSR funds transferred by the Company for the financial year 2014-15 is also provided in Annexure 2.

Glimpse of projects undertaken by the Company under its CSR program is provided in the Annexure 3 to the Board''s Report.

16. BOARD EVALUATION

In terms of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of individual directors and the Board as a whole, its Committees was conducted based on the criteria and framework adopted by the Board. The evaluation Criteria has been explained in the Nomination and Remuneration Policy adopted by the Board which forms part of this Annual report.

17. VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees 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 reportable matters may be disclosed to the vigilance officer which operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Audit Committee.

18. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013

During the Financial Year 2015-16 the Company had given Corporate guarantee amounting to Rs. 3 Crores in connection with the loan to BARC (Broadcast Audience Research Council of India) by Yes Bank Limited which is within the limits of Section 186 of the Companies Act, 2013 and rules made there under and the Company has not made any investment by way of subscription or purchase, the securities of any other body corporate.

Further, the Company had during its previous years made a strategic investment in Mail Today Newspapers Private Limited (Mail Today), a differentiated newspaper with respect to content as well as value to its advertisers, in earlier years, it has acquired stake amounting to Rs. 45.52 Crore. During the year 2014-15, the Company has received a guarantee from its holding company, Living Media India Limited, for indemnifying any loss to the Company arising from the sale of the said investment.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. 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.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link http://specials.indiatoday.com/aajtaknew/pdf/Policy-on-

Materiality-of-Related-Party-Transactions-2016.pdf

Your Directors draw attention of the members to Note 38 to the financial statement which sets out related party disclosures and thus, no disclosure is annexed in Form AOC 2 to this Board’s Report.

20. DISCLOSURE OF REMUNERATION

The disclosure required under the provisions of Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of the Board Report as Annexure 4.

As per the provisions of Section 136 of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual report is being sent to all shareholders of the Company excluding particulars of employees as required under Section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. Any Shareholder interested in obtaining such particulars may inspect the aforesaid particulars at the registered office of the Company during business hours for a period starting twenty days before the date of the annual general meeting or may also write to the Company Secretary at the Company’s Corporate office at India Today Mediaplex, FC-8, Sector 16A, Film city, Noida-201301, Uttar Pradesh for obtaining a copy of the same.

Except, Mr. Aroon Purie who draws remuneration of Rs. 30,000,000 per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director, of the Company is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

21. SUBSIDIARY COMPANY / ASSOCIATE COMPANY/ JOINTVENTURE

The audited financial Statement of Accounts, along with the report of the Board of Directors and the Auditor’s Report pursuant to Section 129(3) of the Companies Act, 2013 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on March 31, 2016 is annexed.

The statement containing salient features of the subsidiary in form AOC-1, is annexed as Annexure 5 to this Board’s Report

The Company doesn’t have any associate company or joint venture. Further during the financial year , no company has become or cease to be the Company’s subsidiary , associate company or joint venture

22. STATUTORY AUDITORS & COST AUDITORS

The Statutory Auditors of your Company M/s Price Waterhouse, Chartered Accountants hold office up to the conclusion of the Eighteenth Annual General Meeting subject to ratification at the annual general meeting of the Company .

The Company has received letters from Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Further, the Board of directors of the Company recommended to the shareholders for their approval, ratification of appointment of M/s Price Waterhouse, Chartered Accountants till the conclusion of Eighteenth Annual General Meeting.

In terms of the requirement of section 148 of the Companies Act 2013, your Board of Directors has appointed M/s. SKG& Co., Cost Accountants, as the Cost Auditor for the financial year ending March 31, 2017. Further, the board of Directors of the Company recommend to the shareholders for their ratification, payment of remuneration of Rs 1,20,000/- (exclusive service tax & out of pocket expenses) to the Cost Auditors.

23. SECRETARIAL AUDITORS

M/s PI & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for FY 2015-16 forms part of the Annual Report as Annexure 6 to the Board''s Report.

There are no qualifications of Secretarial Auditors on the Secretarial Audit Report to the Company for the financial year ended March 31, 2016 requiring further comment from the Board of Directors.

24. AUDITOR’S REPORT

There are no qualifications of Auditors on the Accounts of the Company for the financial year ended March 31, 2016 requiring further comment from the Board of Directors.

25. INTERNAL FINANCIAL CONTROL

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

26. CORPORATE GOVERNANCE

In accordance with the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The report on Corporate Governance for the financial year 2015-16 is given in a separate section titled “Report on Corporate Governance” and Certificate of Company Secretary in Practice as required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, is appended herewith which forms part of this Annual Report as Annexure 8.

27. EMPLOYEES STOCK OPTION PLAN

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company. The Board of Directors of your Company has approved an Employees Stock Option Scheme during the year 2006 in accordance with SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 with the objective of strengthening employee bonds with the Company and creating a sense of ownership. Your Board felt it appropriate to extend ESOPs to permanent employees in the management staff, in order to motivate and retain the best talent. Further, during the year the Company has not amended the scheme as per the SEBI (Share Based Employee Benefit) regulations, 2014. The details pursuant to SEBI (Share Based Employee Benefit) regulations, 2014 has been placed on the website and weblink of the same is http://specials.indiatoday.com/aajtaknew/download/ Information-Regarding-the-Employees-Stock-Option-Plan-for-financial-year-2015-16.pdf

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees’ Stock Option Scheme, would be placed before the shareholders in the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.

28. PROPOSED SALE OF FM RADIO BUSINESS

The Board on February 6, 2015 approved the sale of Radio FM Business (seven radio stations) of the Company subject to regulatory approvals, and authorized a Committee of Senior Officials consisting of Mr. Aroon Purie, Mr. Ashish Bagga and Mr. Dinesh Bhatia (“Committee”) to negotiate and execute requisite documents with potential buyers.

In furtherance to the aforesaid, a non-binding memorandum of understanding (“MoU”) was signed with Entertainment Network (India) Limited (“ENIL”).

On February 16, 2015, an application was filed with the Ministry of Information and Broadcasting (“MIB”) seeking its approval for the sale of Radio FM Business to ENIL. Since there was no response from the MIB on the application filed by the Company, the Company filed a writ petition in the Delhi High Court to expedite the matter. On April 20, 2015, the Court directed the MIB to decide the Company''s application within two weeks. MIB by its order dated May 1, 2015 denied approval to the sale of Radio FM Business on the ground that the proposed sale is not in conformity with the FM Radio Guidelines.

In Committee''s meeting on May 8, 2015, the Committee took note of the MIB order dated May 1, 2015, approved the amendment of the MOU and agreed to consider other possible options along with ENIL.

The Committee further challenged the above referred MIB order with the Delhi High Court. Thereafter on the basis of representation filed by the Company with MIB, it conveyed its approval for sale of FM Radio Stations in Amritsar, Jodhpur Patiala and Shimla vide its letter dated 20th July, 2015 and thereafter the Company sold the aforesaid four radio station to ENIL vide Business Transfer Agreement dated September 11, 2015. The sale of Radio Stations at Delhi, Mumbai and Kolkata was not approved by MIB since it was stated by MIB that the sale of these stations was not in conformity with the FM Radio Guidelines, the matter is pending with the Hon''ble High Court.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Separate report on Management Discussion & Analysis is appended herewith as Annexure 7.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

In terms of the requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the particulars with respect to “Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo” are given as under:

Conservation of Energy:

1. the steps taken or impact on conservation of energy : During the year under review, Company has initiated the process of installation of Air Cooled PAC units in all critical rooms which will be completed in first half of 2016-17. This will give us the benefit of redundancy of critical rooms in terms of HVAC and during the peak winter seasons we will not use chiller units from mid night to 9 AM i.e. 9 Hours unit savings per day. Further the Company is in the process of installing the new electrical supply dedicated line which will save the lot of diesel consumption throughout the year.

2. the steps taken by company for utilizing alternate sources of energy : Due to space constraints in the building, tapping of alternate sources of energy is not feasible.

3. Company has made following capital investment on energy conservation equipment’s:

i. LED Lights on the floors= Rs 47,60, 000

ii. PAC Air Cooled Unit = Rs 50,31,633

iii. Dedicated Electricity Line = Rs 76,99,600

(a) Technology Absorption

1. The efforts made towards Technology Absorption and the benefits derived like product improvement, cost reduction, product development or import substitution

Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops and discussion sessions for Optimal use of available resources and to improve operational/ production efficiency. The Company utilizes the latest digital technology in broadcasting its programs.

The Company is aware of implementation of latest technologies in key working areas and outdated technologies are always identified and updated with latest/new innovations.

2. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

(a)

Last Three Financial Year	Value of Import (In Rs)
2012-2013	6,01,68,742
2013-2014	1,26,01,153
2014-2015	4,47,24,113
2015-2016	3,04,47,791

(b) Whether the technology been fully absorbed-Yes

(c) If not fully absorbed, areas where absorption has not taken place and the reasons thereof-N.A

3. The expenditure incurred on Research and Development:

Your Company is doing research to explore new technology available and to meet this requirement various conferences and workshops are attended as well and keep constant engagement with vendors to understand the new products that were launched

(b) Transaction in Foreign Currency :

(i) Value of Imports : Rs. 40,300,905 (CIF basis)

(ii) Expenditure in foreign Currency (Accrued basis)

(a) Travelling Expenses : Rs. 8,624,352

(b) Production Cost : Rs. 148,058,922

(c) Repair and Maintenance : Rs. 15,010,167

(d) Others : Rs. 11,933,625

(e) Income in Foreign : Rs. 157,353,618 Currency

(Accrued basis)

31. STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. OTHER DISCLOSURES

(i) Statutory Auditors of the Company has not reported incident related to fraud during the financial year to the Audit Committee or Board of Directors under section 143(12) of the Companies Act 2013

(ii) No material changes and commitments affecting the financial position of the company has occurred from the end of the last financial year till the date of this report;

(iii) No significant and material orders has been passed by the Regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

33. ACKNOWLEDGMENT

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/-

Aroon Purie

Chairman & Managing Director

DIN No. 00002794

Place: New Delhi Address : 6, Palam Marg,

Date: 25th May, 2016 Vasant Vihar, New Delhi, 110057

---

Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the Sixteenth Annual Report on business and operations, together with the audited financial statement of the Company for the financial year ended March 31,2015.

1. Financial Results

The financial results of the Company for the year ended March 31, 2015 are summarized below for your consideration:

(Rs. in Crores)

(standalone) (Consolidated)

Particulars Year Year Year Year ended Ended ended Ended March March March March 31,2015 31,2014 31,2015 31,2014

income from 476.56 389.44 476.56 389.44 operations

Other income 22.69 11.70 22.71 11.72

Profit before finance, 154.38 120.97 154.38 120.98 Charges, Amortization, depreciation and Tax

Finance Charges 1.48 3.59 1.48 3.59 (including Interest)

Depreciation 30.02 24.18 30.02 24.18

Profit before tax 122.88 93.20 122.88 93.21

Provision for Tax 41.85 31.88 41.85 31.89

Net Profit 81.03 61.32 81.03 61.32

Balance amount 222.16 172.80 222.20 172.84 brought forward

Profit Available for 303.19 234.12 303.24 234.16 appropriation

Transferred to General - 5.00 - 5.00 Reserve

Proposed Dividend 8.95 5.95 8.95 5.95

Corporate Dividend 1.79 1.01 1.79 1.01 Tax

Adjustment on account 0.51 - 0.51 - of revision in useful life of fixed assets

Balance Carried 291.94 222.16 291.99 222.20 forward

2. Performance

During the financial year under review, your Company''s revenue from operations has been Rs. 476.56 Crores compared to Rs. 389.44 Crores last year, an increase of 22.37%. Profit before tax has been Rs.122.88 Crores compared to Rs. 93.20 Crores last year, an increase of 31.84% over the last year. Profit after tax has been Rs.81.03 Crores compared to Rs. 61.32 Crores last year, registering an increase of 32.14 % over the last year. Your Company''s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

In recognition of its qualitative coverage and mass appeal, your Company''s Channels have been conferred with the following prestigious awards:

ENBA - 2014

Best Channel Marketing -Sach on Karo Best Channel or Programme Promo - Election Express

Prime Time Awards- 2014

Best Programme launch promo - Sach On Karo Best programme promotion - Sach On Karo

ITA 2014

Best News Channel - Aaj Tak Best News Anchor - Anjana Om Kashyap

Abby 2014

Sach on Karo - Gold

AAJ TAK

Aaj Tak continued to maintain its leadership position for the 14th consecutive year. Aaj Tak market share has increased from 17.1 % in July-Sept''14 to 18.4 % in Jan-Mar''15. Aaj Tak continues to dominate by being the channel of choice during key events. Whether it''s a national or an international event, the credibility of Aaj Tak is unmatched. Aaj Tak has been the number 1 Hindi News channels for Nonstop 100 weeks.(wk19''13- 14''15).

HEADLINES TODAY

Headlines Today''s share % has gone up from 13.4 % (FY-2013-14) to 14.4 % ( FY-2014-15).

(Source- TAM, Market- All India, TG- CS 25 M AB, Market Share %, Period- As Mentioned, Channel shares % calculated among 5 English News Channels)

Dilli Aaj Tak

Dilli Aaj Tak maintains a solid monopoly in Delhi and maintains its viewership. Dilli Aaj Tak''s Universe share increased from 0.20 (April-Jun14) to 0.30 (Jan-Mar''15) in Delhi market.

(Source- TAM, Market- Delhi, TG- CS 15 , Period- As mentioned, Universe Share)

TEZ

TEZ share has gone up from 3.0 % in April-June''14 to 4.2 % Jan-Mar''15. In WK 12''15 TEZ share % was ahead of NDTV India and IBN 7 whereas in WK 13''15 it''s ahead of NDTV India and was equal to IBN 7.

(Source- TAM, Market- HSM, TG- CS 15 , Market Share %, Period- As Mentioned, Channel shares % calculated among 12 Hindi News channels)

3. Dividend

Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 30% amounting to Rs. 1.50 per equity share of Rs. 5/- each, for the financial year 2014-15. Total amount of dividend outgo for the financial year shall be Rs.10.74 Crores (including Corporate Dividend Tax amounting to Rs. 1.79 Crores).

The dividend will be paid to members whose names appear in the Register of Members as on August 7, 2015; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The Annual General Meeting is scheduled to be held on August 20, 2015.

4. Transfer to Reserve

There is no transfer of any amount to the General Reserve. An amount of Rs. 291.94 Crores is proposed to retained in the Surplus.

5. deposits

During the year, your Company has not accepted/ renewed deposits from the public within the meaning of Section 73, 74 and other relevant provisions of the Companies Act, 2013 read with rules made thereunder.

6. directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, and the Articles of Association of your Company, not less than two-third of the total number of directors shall be liable to retire by rotation. Further at least one-third of those liable to retire by rotation shall retire at every Annual General Meeting. It also provides that the total number of directors for the purpose of this section shall not include Independent Directors. Therefore, based on the present Board structure,Mr. Rajeev Thakore, Mr. Anil Vig and Mr. Ashok Kapur, Independent Directors shall not be liable to retire by rotation. Out of remaining three directors, Mr. Aroon Purie, Chairman & Managing Director is non-rotational Director. The other two directors, being two third shall be liable to retirement by rotation. Accordingly, Mr. Devajyoti Bhattacharya, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. We seek your support in confirming his re-appointment as Director.

Re-appointment and Resignations

The Companies Act, 2013, provides for the appointment of Independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent directors shall hold office for a term of up to five consecutive years on the Board of the Company.

On recommendation of the Nomination and Remuneration committee, the Board appointed Mr. Ashok Kapur, Mr. Rajeev Thakore and Mr. Anil Vig as Independent Directors w.e.f. April 1, 2014 for a period of 5 years. We thank shareholders for their support in confirming their appointments in the Annual General Meeting held on August 20, 2014.

On recommendation of Nomination and Remuneration Committee, the Board also appointed Mr. Ashish kumar Bagga and Mr. Dinesh Bhatia as Chief Executive Officer and Chief Financial Officer respectively with effect from May 14, 2014.

Ms. Koel Purie Rinchet resigned as Whole-Time Director with effect from June 27, 2015 and shall continue as a Non-Executive Director on the Board of the Company. The Board places its appreciation for the services rendered by Ms. Koel Purie Rinchet during her tenure as whole-time director of the Company.

7. Director''s Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is confirmed that:

* in the preparation of the annual accounts for the year ended March 31, 2015, 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 31,2015 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, 2013 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.

8. Committees of the Board

The Board of Directors of the Company has constituted four committees namely, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder''s Relationship Committee.

A detailed note on the Board and its committees (Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee) is provided in the ''Report on Corporate Governance'' section in the Annual Report. The composition of the committees and compliances, are as per the applicable provisions of the Companies Act, 2013 & revised clause 49 of the listing agreement and Rules, are as follows:

Name of the Committee Composition of the Committee

Audit Committee Mr. Ashok Kapur- Chairman Mr. Rajeev Thakore Mr. Anil Vig

Nomination & Mr. Ashok Kapur- Chairman Remuneration Committee Mr. Anil Vig Mr. Devajyoti Bhattacharya

Corporate Social Mr. Aroon Purie- Chairman Responsibility Committee Mr. Ashok Kapur Ms. Koel Purie Rinchet

Stakeholder''s Mr. Anil Vig- Chairman Relationship Committee Mr. Ashok Kapur Ms. Koel Purie Rinchet

Name of the Highlights of duties, responsibilities and activities Committee * The Board has defined the terms of reference of Audit Audit Committee and charter of Audit Committee which Committee provides the roles, responsibilities in pursuance of Companies Act, 2013 and Listing Agreement.

* All recommendations made by the Audit Committee during the year were accepted by the Board.

* http://specials.indiatoday.com/aajtaknew/ download/ Vigil_Mechanism_Whistle_Blower_Policy.pdf

* Committee assist the Board of Directors in fulfilling its governance and supervisory responsibilities Nomination & relating to appointment and removal of directors,senior Remuneration management personnel, including Key Managerial Committee Personnel (''KMP'') and remuneration of directors, KMP and other employees of the Company.

* Committee complies with the roles and responsibilities as outlined in Charter approved by the Board.

* The Committee has formulated a Nomination and Remuneration Policy which is part of this Annual Report.

Corporate *The Board has laid out the Company''s policy on Social Corporate Social Responsibility (CSR), and the CSR Responsi activities of the Company are carried out by the CSR bility Committee as per the CSR Policy devised by the Board. Committee During the year, the Company has spent 2% of its average net profits made during the three immediately preceding financial years through Care Today Fund.

*The CSR Policy is available on the Company''s website under Corporate Governance heading, http://specials. indiatoday.com/aajtaknew/download/csr_policy_final.pdf.

*The Committee reviews and ensures redressal of investor grievances.

* The Committee noted that all the grievances of the investors have been resolved during the year.

Stakeholder'' *Committee complies with the roles and responsibilitiess Relationship as outlined in Charter approved by the Board. Committee

9. Policies of the Company

The Company as per the provision of Companies Act, 2013 and Listing Agreement entered into with stock exchanges formulated the following policies:

Name of the Policy Web link

Related Party Transaction under Corporate Policy Governance heading, on the website, http:// specials.indiatoday.com/ aajtaknew/download/ Related_Party_ Transaction_Policy.pdf

Policy for Determining under Corporate Material subsidiaries Governance heading, on the website http://specials. indiatoday.com/aajtaknew/ download/Policy_for_ Determining_Material_ Subsidiary.pdf

Vigil Mechanism Whistle http://specials.indiatoday. Blower Policy com/aajtaknew/ download/ Vigil_Mechanism_ Whistle_Blower_Policy.pdf

Corporate Social http://specials.indiatoday. Responsibility Policy com/aajtaknew/download/ csr_policy_final.pdf.

10. Extract of Annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-1 to the Board Report.

11. Number of Meetings of Board

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement entered into with stock exchanges.

12. Declaration by independent Directors

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement entered into with stock exchanges.

13. Training of independent directors

The Familiarization Programme for Independent Directors aims to familiarize them with the Company, their roles, rights, and responsibilities in the Company, nature of industry, and business model of the Company etc., to enable to take sound decisions and contribute towards the overall growth of the company. The Independent Directors have complete access to the information within the Company. The Company regularly 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 where they get opportunity to interact with Senior Management, Head of departments and other key personnel of the organization. All important corporate communications/announcements are forwarded to all the Independent Directors on regular basis to keep them abreast with what is happening in the company. Independent Directors have the freedom to interact with the Company''s management as and when required. The Appointment letters issued to Independent Directors also includes the roles, duties and responsibilities in the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at:- http://media2. intoday. in/aajtak/investors/Familiarization% 20Programme%20for%20Independent%20Directors.pdf

14. Criteria for Appointment of Directors

The Company has made Nomination and Remuneration Policy ("Policy") for appointment and remuneration of Directors, key managerial personnel and other employees. Currently, the Board consist of 6 members, out of which one is Managing Director, two of which are Non-executive Directors and three are Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. The Board periodically evaluates the need for change in its composition and size.

The Policy, includes criteria for determining qualifications, positive attributes, independence of director and other matters provided under Sub-section (3) of the Section 178 of the Companies Act, 2013, is included in the Nomination and Remuneration Policy adopted by the Board, forms part of this Annual Report. We affirm that the remuneration paid to directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

15. Risk Management

The Company has formulated the Risk Management Policy through which the Company has identified various risks like strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. 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 business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

The appropriate risk identification method will depend 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.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed.

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances shall be driven by outcomes that include:

* Avoiding the risk,

* Reducing (mitigating) the risk,

* Transferring (sharing) the risk, and

* Retaining (accepting) the risk.

16. Corporate social responsibility

Corporate Social Responsibility ("CSR") is the Companies intent to make a positive difference to the society; Companies have realized that the Government alone will not be able to get success in its endeavor to uplift the Society so therefore the concept of CSR has gained its prominence in recent years and has been made mandatory as per Companies Act, 2013, which requires Companies to contribute some part of its profits towards the CSR activities. With the rapidly changing corporate environment, more functional autonomy and operational freedom we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. We are committed to operate our business with emphasis on CSR in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, community and to take care of environment with best interest.

CSR Vision

1. Build a Powerful Partnership with Society for ''Sustainable Development'';

2. To improve the quality of life of the communities we serve through long term stakeholder value creation.

As per the Companies Act, 2013, all companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company''s three immediately preceding financial year. Accordingly, your Company has spent Rs. 9,325,944 through Care today fund towards CSR activities.

The details of CSR Committee composition and meetings of CSR Committee are hereunder:-

Name of the Designation Date of Members meetings held during the year

Mr. Aroon Chairman 10th November, Purie- Chairman 2014 and Managing Director

Mr. Ashok Kapur- Member 6th February, Director 2015

Ms. Koel Purie- Member Director

Care Today Fund part of India Today Group was setup to focus on CSR initiatives of the group and your Company had contributed in the past in CSR activities through Care Today Fund long before the provisions related to CSR under the Companies Act, 2013 were applicable.

The Board of Directors on the basis of recommendations received from CSR Committee had approved Swatch Bharat Abhiyan activities which shall be carried out through Care Today Fund and monitored by CSR Committee as CSR project/programs for contribution towards Corporate Social Responsibility activities.

The details relating to the Company''s CSR Activities for the financial year 2014-15 as required to be disclosed under the provisions of the Companies Act 2013 is provided in the Annexure-2 to the Board''s Report.

17. Board Evaluation

In terms of Companies Act, 2013 and Listing Agreement entered into with stock exchanges, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of individual directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation criteria has been explained in the Nomination and Remuneration Policy adopted by the Board and forms part of this Annual report.

18. Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy 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 reportable matters may be disclosed to the vigilance officer which operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee

During the year under review, no employee was denied access to the Audit Committee.

The Policy on vigil mechanism or whistle blower policy may be accessed on the Company''s website at the link: http://specials.indiatoday.com/aajtaknew/download/ Vigil_Mechanism_Whistle_Blower_Policy.pdf

19. details of Loans Given, investments Made and Guarantee Given Covered U/s 186 (4) of the Companies Act, 2013

During the Financial Year 2014-15 the Company, has not made any loan, given any guarantee or provided security in connection with the loan to any other body corporate or person and has not made any investment by way of subscription or purchase, the securities of any other body corporate.

Further, the Company had during its previous years made a strategic investment in Mail Today Newspapers Private Limited (Mail Today), a differentiated newspaper with respect to content as well as value to its advertisers, in earlier years, it has acquired stake amounting to Rs. 45.52 Crore. During the year, the Company has received a guarantee from its holding company, Living Media India Limited, for indemnifying any loss to the Company arising from the sale of the said investment. The same has been further elaborated in Note no. 40 of the Financial Statement which is self explanatory.

20. Particulars of contracts or arrangements with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the 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.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http://specials.indiatoday.com/aajtaknew/ download/Related_Party_Transaction_Policy.pdf Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures and thus, no disclosure is annexed in Form AOC 2 to this Board''s Report.

21. disclosure of Remuneration

As per the provisions of Section 197 read with rule 5(1) of the Companies (Appointment and Managerial Personnel) Rules, 2014 is annexed hereto and forms part of the Board Report as Annexure-3.

As per the provisions of Section 136 of the Companies Act, 2013 read with amended Clause 32 of the Listing Agreement with the Stock Exchanges, the Annual report is being sent to all shareholders of the Company excluding Particulars of employees as required under Section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining such particulars may inspect the aforesaid particulars at the registered office of the company during business hours for a period starting twenty days before the date of the annual general meeting or may also write to the Company Secretary at the Company''s Corporate office at India Today Mediaplex, FC-8, Sector 16A, Filmcity, Noida-201301, Uttar Pradesh for obtaining a copy of the same.

No Director, of the Company who is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

22. Subsidiary Company

The audited financial Statement of Accounts, alongwith the report of the Board of Directors and the Auditor''s Report pursuant to Section 129(3) of the Companies Act, 2013 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on March 31, 2015 is annexed as Annexure-4 to this Board''s Report.

23. Consolidated Accounts

In accordance with the requirements of Companies Act, 2013 and rules made thereunder, your Company has prepared the Consolidated Accounts of itself and its subsidiary, as a single entity, which is annexed herewith.

24. statutory Auditors

The Statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants hold office up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received letters from Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Further, the Board of directors of the Company recommend to the shareholders for their approval, re-appointment of M/s Price Waterhouse, Chartered Accountants till the conclusion of Eighteenth Annual General Meeting.

In terms of the requirement of section 148 of the Companies Act 2013, your Board of Directors has appointed M/s. SKG & Co., Cost Accountants, as the Cost Auditor for the financial year ending March 31, 2016. Further, the board of Directors of the Company recommend to the shareholders for their approval, remuneration to be paid to the Cost Auditors Rs. 1,00,000/- (exclusive service tax & out of pocket expenses)

25. secretarial Auditors

PI & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for Financial Year 2014-15 forms part of the Annual Report as Annexure-5 to the Board''s Report.

Also, the Board had appointed PI & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2015-16.

26. Auditor''s Report

There are no qualifications of Auditors on the Accounts of the Company for the financial year ended March 31, 2015 requiring further comment from the Board of Directors.

There are no qualifications of Secretarial Auditors on the Secretarial Audit Report to the Company for the financial year ended March 31, 2015 requiring further comment from the Board of Directors.

27. internal Financial Control

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

28. Corporate Governance

In accordance with Clause 49 of the Listing Agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The report on Corporate Governance for the financial year 2014-15 is given in a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the Listing Agreement is appended herewith which forms part of this Annual Report as Annexure-7.

29. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company. The Board of Directors of your Company has approved an Employees'' Stock Option Scheme during the Year 2006 in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter referred to as "SEBI Regulations") with the objective of strengthening employee bonds with the Company and creating a sense of ownership. Your Board felt it appropriate to extend ESOPs to permanent employees in the management staff, including Managing Director and Whole-time Director(s) in order to motivate and retain the best talent. Further, during the year the Company has not amended the scheme as per the new regulations i.e. SEBI (Share Based Employee Benefit) regulations, 2014. The details pursuant to SEBI (Share Based Employee Benefit) regulations, 2014 has been placed on the website and weblink of the same is http:// aajtak.intoday. in/investor

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees'' Stock Option Scheme, would be placed before the shareholders in the next Annual General Meeting and a copy of the same shall be available for inspection at the registered office of the Company.

30. Proposed Sale of FM Radio Business

The Board on February 6, 2015 approved the sale of Radio FM Business (seven radio stations) of the Company subject to regulatory approvals, and authorised a Committee of Senior Officials consisting of Mr. Aroon Purie, Mr. Ashish Kumar Bagga and Mr. Dinesh Bhatia ("Committee") to negotiate and execute requisite documents with potential buyers.

In furtherance to the aforesaid, a non-binding memorandum of understanding ("MoU") was signed with Entertainment Network (India) Limited ("ENIL").

On February 16, 2015, an application was filed with the Ministry of Information and Broadcasting ("MIB") seeking its approval for the sale of Radio FM Business to ENIL. Since there was no response from the MIB on the application filed by the Company, the Company filed a writ petition in the Delhi High Court to expedite the matter. On April 20, 2015, the Court directed the MIB to decide the Company''s application within two weeks. MIB by its order dated May 1,2015 denied approval to the sale of Radio FM Business on the ground that the proposed sale is not in conformity with the FM Radio Guidelines.

In Committee''s meeting on May 8, 2015,the Committee took note of the MIB order dated May 1,2015, approved the amendment of the MoU and agreed to consider other possible options along with ENIL.

The Committee has further decided to challenge the above referred MIB order with the Delhi High Court.

31. Management Discussion and Analysis Separate report on Management Discussion & Analysis is appended herewith.

32. Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo.

In terms of the requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the particulars with respect to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" are given as under:

a) Conservation of energy: Your Company have already worked out and developed a plan to replace the existing conventional light fixtures with LED lights and developed customized LED lighting fixtures which will be suitable and appropriate to replace the existing lighting system. It has been processed with Commercial Wing to finalize the terms with the vendors, as per the company''s policy.

1. the steps taken or impact on conservation of energy : Replaced the existing conventional lighting fixtures with LED lighting fixtures which will be saving electrical energy by 60% to 70%.

2. the steps taken by company for utilizing alternate sources of energy : During the year, Company carried out initial survey for feasibility for installation of solar power utilization but there is space constraints in the building to develop this alternate source.

3. the capital investment on energy conservation equipment''s : Your Company would be investing approx Rs. 20 lakhs in financial year 2015 - 16 and another Rs. 20 lakhs in the subsequent financial year. Once implemented fully (expected date of completion June 2016), there would be a saving of approx Rs. 60 lakhs p.a.

(b) Technology Absorption

1. The efforts made towards Technology Absorption: Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops and discussion sessions for optimum utilization of available resources and to improve operational/ production efficiency. The Company uses the latest High Definition (HD) - Standard Definition Television (SD) digital technology in broadcasting its programs.

The Company is aware of implementation of latest technologies in key working areas and outdated technologies are constantly identified and updated with latest/new innovations.

2. The benefits derived like product improvement, cost reduction, product development or import substitution Product improvement and cost reduction is always the Company''s priority while we choose new equipment. At the same time we do not change technology every year as major changes can only be made at the time of launch of new channel or revamp of existing format to new format. But whatever equipment we add, to meet our growing requirement we follow a process and cost benefits are captured.

3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

(a) Last three Financial Years Value of Import (in Rs)

2011 - 12 65,44,035

2012 - 13 6,33,463

2013 - 14 1,71,114

(b) whether the technology been fully absorbed- Yes

(c) if not fully absorbed, areas where absorption has not taken place and the reasons thereof-N.A

4. The expenditure incurred on Research and Development:

Your Company is doing research to explore new technology available and to meet this requirement various conferences and workshops are attended as well keep constant engagement with vendors to understand the new products that were launched.

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 45,536,119 (CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 15,759,008

(b) Production Cost : Rs. 129,125,107

(c) Repair and Maintenance : Rs. 15,085,838

(d) Others : Rs. 21,040,105

(e) Income in foreign : Rs. 124,564,082 currency (Accrued basis)

33. statement under sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. Acknowledgment

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

for and on behalf of the Board of directors

Sd/-

Aroon Purie Chairman & Managing Director DIN No.0002794

Place: New Delhi Address : 6, Palam Marg, Date: 20th July, 2015 Vasant Vihar, New Delhi, 110057

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Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present the Fourteenth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2013.

1. Financial Results

The financial results of the Company for the year ended 31st March 2013 are summarized below for your consideration.

(Rs. in Crores)

Particulars Year Ended Year Ended 31stMar''13 31stMar''12

Income from operations 312.67 308.43

Other income 7.36 5.61

Profit before Finance, 41.95 31.90

Charges, Amortization, Depreciation and Tax

Finance Charges (including Interest) 3.34 1.43

Depreciation 21.03 14.04

Profit before tax 17.58 16.42

Provision for Tax 5.37 5.90

Net Profit 12.21 10.51

Balance amount brought forward 166.46 161.68

Profit Available for appropriation 178.67 172.19

Transferred to General Reserve 0.65 0.55

Proposed Dividend 4.46 4.46

Corporate Dividend Tax 0.76 0.72

Balance Carried forward 172.80 166.46

2. Performance

During the financial year under review, your Company''s revenue from operations has been Rs. 312.67 Crores compared to Rs. 308.43 Crores last year, an increase of 1.37 %. Profit before tax has been Rs 17.58 Crores compared to Rs. 16.42 Crores last year, increase of 7.06% over the last year. Profit after tax has been Rs.12.21 Crores compared to Rs. 10.51 Crores last year, registering an increase of 16.17 % over the last year.

Your company''s business model is such that it mainly depends on Ad Revenues. Your Company due to its Channel''s impeccable reputation and leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of its leadership position, your Company''s Channels have been conferred with the following prestigious awards:

- ITA Award for best Hindi News -Aaj Tak Channel 2012

- Visual Communication Awards at CII - Aaj Tak Design Excellence Awards 2012

- Gold Awards 2012 - Best Hindi News - Aaj Tak Channel

News Television Awards 2013:

- Best Business News Program - Aaj Tak

- Best Crime Show - Aaj Tak

- Current Affairs Feature - Aaj Tak

- Sports Feature - Aaj Tak

- Public Debate Show - Aaj Tak

- Entertainment News Anchor - Aaj Tak

- Set Design (Actual) - Aaj Tak

- Best Use of Graphics in a Promo - Aaj Tak

- Promo for a Channel - Aaj Tak

- Promo Campaign by a News Channel - Aaj Tak

- Daily Prime Time News Show - Aaj Tak

- TV News Presenter - Aaj Tak

- TV News Anchor - Aaj Tak

AAJ TAK

Aaj Tak continued to maintain its leadership position for the 12th consecutive year. Aaj Tak share has increased from 17.7% in Jan-March''12 to 20.3% in Jan-March''13. Aaj Tak continues to dominate by being the channel of choice during key events. Whether it''s a national or an international event, the credibility of Aaj Tak is unmatched. As per IRS Data, Aaj Tak maintains absolute leadership with viewership of 65.7 million (CS viewer). Also, Aaj Tak was bestowed with the Best Hindi News Channel by the Indian Television Awards in 2012 consecutively 12th Year.

HEADLINES TODAY

Headlines Today share has increased from 9.7% in Jan-March''12 to 23.6% in Wk14-20''13. In 2012 held News Television Academy Awards, Headlines Today was bestowed with 6 awards, including Best Entertainment Anchor Denzil O'' Connell, Best Reporter Neha Dixit, Best Investigative report - Inside Lanka''s Killing Fields, Best Investigative Feature - Telangana tangle and Best Current Affairs Programme (Home & International) - Inside Libya.

TEZ

Tez was launched to cater to the news viewer who has little time and wants condensed news. "Tez" had continued to maintain its share in HSM. In Mumbai, Tez has a higher market share than NDTV India and IBN 7 (Source:-TAM,MKT- MUMBAI,TG-CS15 ,Period-Jan-Mar''13).

DILLI AAJ TAK

Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The channel has a news-you-can-use format, and has been No.1 in Delhi since the date of its launch. Dilli Aaj Tak maintains a solid monopoly in DelhI with 86.2% share in Wk14-40''13 as compared to 82.8% in Jan-March''12. In Phase 1 of digitization implementation Dilli Aaj Ta k share reduced to 72.1% in Oct-Dec''12 and then grown substantially after that.

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs. 5/- each for the financial year 2012-13. Total amount of dividend outgo for the financial year shall be Rs. 5.22 Crores (including Corporate Dividend Tax amounting to Rs. 0.76 Crores).

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Rakesh Kumar Malhotra and Mr. Anil Mehra, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend re-appointment of Mr. Rakesh Kumar Malhotra and Mr. Anil Mehra as directors on the Board of the Company.

6. Director''s Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors'' subscribe to Directors'' Responsibility Statement and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- they had selected such accounting policies and applied them consistently and made judgement 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 2012-13 and of the profit of the company for that period;

- they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts had been prepared on a going concern basis.

7. Subsidiary Company

The Audited Statement of Accounts, alongwith the report of the Board of Directors and the Auditor''s Report pursuant to Section 212 of the Companies Act, 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31st March 2013 is annexed.

8. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, has prepared the consolidated Accounts which is annexed herewith.

9. Investments

Your Company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52 Crore. This investment is towards entering into the Print Media utilizing the synergies of content and brand. The same has been further elaborated in Note no. 40 of the Financial statement which is self explanatory.

10. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if re-appointed, their appointment would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment as Statutory Auditors of the Company.

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board of Directors has appointed M/s. SKG & Co., Cost Accountants, as the Cost Auditor for the financial year ended March 31st , 2013.

11. Auditor''s Report

There are no qualifications of the Auditors on the Accounts of the Company for the financial year ended 31st March 2013 requiring further comment from the Board of Directors.

12. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The report on Corporate Governance for the financial year 2012-13 is given in a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

13. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company, your Company introduced stock option plan (ESOP) for its employees and Directors in 2006.The disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees'' Stock Option Scheme, would be placed before the shareholders in the next Annual General Meeting, and a copy of the same shall be available for inspection at the registered office of the Company.

14. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

15. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 60,602,098

(CIF basis) ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 7,770,870

(b) Production Cost : Rs.118,396,663

(c) Repair and Maintenance : Rs. 11,645,250

(d) Others : Rs. 1,587,219 (e) Income in foreign currency : Rs. 71,780,993

(Accrued basis)

16. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

17. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi Anil Mehra Aroon Purie

Date :May 27th, 2013 Director Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present the Thirteenth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2012.

1. Financial Results

The financial results of the Company for the year ended 31st March 2012 are summarized below for your consideration.

(Rs. in Crores)

Particulars Year Ended Year Ended

31s,Mar'12 31s,Mar,11

Income from operations 308.43 293.38

Other income 5.61 9.42 Profit before Finance,

Charges, Amortization,

Depreciation and Tax 31.90 35.40 Finance Charges

(including Interest) 1.43 0.95

Depreciation 14.04 16.01

Profit before tax 16.42 18.45

Provision for Tax 5.90 6.03

Net Profit 10.51 12.42

Balance amount brought forward 161.68 155.10

Profit Available for appropriation 172.19 167.52

Transferred to General Reserve 0.55 0.65

Proposed Dividend 4.46 4.46

Corporate Dividend Tax 0.72 0.72

Balance Carried forward 166.46 161.68

2. Performance

During the financial year under review, your Company's revenue from operations has been Rs.308.43 Crores compared to Rs. 293.38 Crores last year, an increase of 5.12%. Profit before tax has been Rs 16.42 Crores compared to Rs. 18.45 Crores last year, registering a decline of 11 % over the last year. Profit after tax has been Rs.10.51 Crores compared to Rs. 12.42 Crores last year, registering a decline of 15.37% over the last year.

Your company's business model is such that it mainly depends on Ad Revenues. Your Company due to its Channel's impeccable reputation and leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of its leadership position, your Company's Channels have been conferred with the following prestigious awards:

News Television Awards 2012

- TV News reporter - Neha Dixit

- Entertainment News Anchor - Denzil

- Investigative report - Inside Lanka's Killing Fields

- Entertainment News Show - Revisiting Ramayan- Saas and the city

- Investigative Feature - Telangana tangle

- Current Affairs Programme (Home & International) - Inside Libiya Promo

- Best Use of Graphics in a Promo -HLT: Vote Drop Promo

- Promo Campaign by a News Channel - DAT: Aapka Chunaav Campaign

Promos

1. Promo for a Channel - Aaj Tak: Badal Gaya India Aaj Tak

- Current Affairs Programme (Home & International) - Doctoron ki D-Company

- Special Awards - Anna /Lok Pal Show - Aaj Tak

Tez

- Entertainment News Show - Dhoonthe Reh Jaaoge AAJ TAK

Aaj Tak continued to maintain its leadership position for the 11th consecutive year. Aaj Tak reach has increased from 48.64 million in FY 2009-10 to 51.54 million in 2011-12. Aaj Tak continues to dominate by being the channel of choice during key events. Whether it's a national or an international event, the credibility of Aaj Tak is unmatched. As per IRS Data, Aaj Tak maintains absolute leadership with a reach of 62.2 million (CS viewer). Also, Aaj Tak was bestowed with the Most Trusted Channel Award by the Brand Trust Survey, Aaj Tak was voted no. 1 across all television categories.

HEADLINES TODAY

Year 2011-12 was the year of news. Be it Anna's movement for Lokpal or the Cricket world cup, Headlines Today reported from the front and was successful in binding the audience to the news. Headlines Today maintained a reach of approx 10 Million in FY 2011-12. Moreover, at the recently held News Television Academy Awards, Headlines Today was bestowed with 6 awards, including Best Entertainment Anchor Denzil O' Connell, Best Reporter Neha Dixit, Best Investigative report - Inside Lanka's Killing Fields, Best Investigative Feature - Telangana tangle and Best Current Affairs Programme (Home & International) - Inside Libya.

TEZ

Tez was launched to cater to the news viewer who has little time and wants condensed news. "Tez" had reach of 21.28 million viewers in FY 11-12 in the country as compared to 14.51 million in FY 2009-10. In Mumbai, Tez has a higher market share than Zee News and IBN 7 (Source:-TAM, MKT- MUMBAI,TG-CS4 , Period-FY11-12).

DILLI AAJ TAK

Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The channel has a news-you-can-use format, and has been No.1 in Delhi since the date of its launch with an average reach of 3.92 million in 2011-12 as compared to 3.80 million in FY 2009-10. Dilli Aaj Tak Also maintains a solid monopoly in Delhi .Our MCD election coverage beat even the national players in Delhi.

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs. 5/- each for the financial year 2011-12. Total amount of dividend outgo for the financial year shall be Rs. 5.18 Crores (including Corporate Dividend Tax amounting to Rs. 0.72 Crores).

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Anil Vig and Mr. Ashok Kapur, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend re-appointment of Mr. Anil Vig and Mr. Ashok Kapur as directors on the Board of the Company.

6. Director's Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors' subscribe to Directors' Responsibility Statement and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- they had selected such accounting policies and applied them consistently and made judgment 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 2011-12 and of the profit of the company for that period;

- they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts had been prepared on a going concern basis.

7. Subsidiary Company

The Audited Statement of Accounts, along with the report of the Board of Directors and the Auditor's Report pursuant to Section 212 of the Companies Act, 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31 st March 2012 is annexed.

8. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, in compliance with the said requirement has prepared the consolidated Accounts which is annexed herewith.

9. Investments

Your Company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52 Crore. This investment is towards proposed entry into the Print Media utilizing the synergies of content and brand. The same has been further elaborated in Note no. 40 of the Financial statement which is self explanatory.

10. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if re-appointed, their appointment would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment as Statutory Auditors of the Company.

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board of Directors has appointed M/s. Jitender, Navneet & Co., Cost Accountants, as the Cost Auditor for the financial year ended March 31st, 2012.

11. Auditor's Report

There are no qualifications of the Auditors on the Accounts of the Company for the financial year ended 31st March 2012 requiring further comment from the Board of Directors.

12. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The report on Corporate Governance for the financial year 2011-12 is given in a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

13. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company, your Company introduced stock option plan (ESOP) for its employees and Directors in 2006.The disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees' Stock Option Scheme, would be placed before the shareholders in the next Annual General Meeting, and a copy of the same shall be available for inspection at the registered office of the Company.

14. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

15. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 264,408,514 (CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 20,023,167

(b) Production Cost : Rs. 79,802,299

(c) Repair and Maintenance : Rs. 1,123,041

(d) Others : Rs. 1,961,195

(d) Income in foreign currency : Rs. 90,086,865 (Accrued basis)

16. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

17. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi Anil Mehra Aroon Purie

Date : May 18th, 2012 Director Chairman & Managing Director

---

Mar 31, 2011

TO THE MEMBERS

The Directors are pleased to present the Twelth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2011.

1. Financial Results

The financial results of the Company for the year ended 31st March 2011 are summarized below for your consideration.

(Rs.in Crores)

Particulars Year Ended Year Ended 31st Mar'11 31st Mar'10

Income from operations 293.26 284.82

Other income 9.54 23.10

Profit before Finance, Charges, Amortization Depreciation and fax 35.40 75.13

Finance Charges (Including Interest) 0.95 7.05

Depreciation 16.0l 21.10

Profit before tax 18.45 46.98

Provision for Tax 6.03 16.12

Net Profit 12.42 30.86

Balance amount brought forward 155.10 134.30

Profit Available for approbation 167.52 165.17

Transferred to General Reserve 0.65 5.00

Proposed Dividend 4.46 4.33

Corporate Dividend Tax 0.72 0.74

Balance Carried forward 161.68 l55.10

2. Performance

During the financial year under review your Company's revenue from operatipns has been Rs.293.26 Crores compared to Rs. 284.82 Croses last year Profit after tax was lower at Rs. 12.42 Crores compared to Rs. 30.86 Crores last year.

Your company's business model is such that it mainly depends on Ad Revenues. Your Company due to its Channel's impeccable reputation and leadership position of the flagship: channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of Its leadership position, your Company's Channels have been conferred with the following prestigious awards:

News Television Awards 2011

- Best Crime Show (Hindi) - Vardaat (Aaj Tak)

- Best Entertainment Show (Hindi) - Bheja Fry (Tez)

- Best Promo - Raksha Bandhan (Dilli Aaj Tak)

- Best Investigative Feature-Honour Killers In Uniform (Headlines Today)

- Best Prime Time Newscast -HTquestiors Journalist Ethics

Laadli Media Awards 2011

- Best News Feature-Branded a Witch, Hunted for Life (Headlines Today)

Indian Television Academy Award 2010

- Best Hindi News Channel - Aaj Tak

AAJTAK

Aaj Tak continued-to maintain its leadership position for the lOth consecutive year despite intense competition in the Hindi news genre. Viewers reposed confidence in Aaj Tak for the 10th consecutive year due to its editorial excellence, fair and unbiased reporting, launch of new innovative News shows catering to different segments of society and a motivated team of-well-qualified professionals.

In spite of intense competition and cluttered news space, Aaj Tak continues to dominate by being the channel of choice during key events. Whether it's a national or an international event, the credibility of Aaj Takls is unmatched.

HEADLINES TODAY

2010-11 was a year of consolidation and: perception building for Headlines Today. The past year established Headlines Today as a force when it came to investigative and incisive news reporting.

Headlines Today have led from the front breaking stories of national and international importance.

Headlines Today Reach has grown to 11.1 million, in 2010-11 as compared to 10.15 million in 2009-10.

TEZ

Tez was launched to cater to those viewers who have little time and want condensed news in quickest possible way mostlym the target group of male, 25-44 years; Tez retained its ratings over the preceding year with both reach and time spent also going up considerably

In the full year of operation ended March 31, 2011, "Tez" had reached 24.28 Million viewers as compared to 14.51 million last year. During the quarter January-March 2011, the reach of "Tez" was 25.83 million compared to 17.58. million durinq the same quarter last year.

DILLI AAJ TAK

Dilli Aaj Tak is TV Today's only metro centric 24 hrs news channel. In the course of its five year journey so far since the launch in 2006, the channel has not only redefined local news coverage but also acted as an objective & positive catalyst in bringing out changes that affect the lives of people of Delhi & NCR.The channel's news radar has always picked issues ranging from daily water-power crisis to local body polls assembly & parliament elections & very big events like commonwealth games & their impact on overall capital canvas. Through its performance year after year it has carved a niche when compared with national broadcasters. It has truly lived its catch line "Aap Ka Shahr Aap Tak" by consolidating its connect with viewers by raising their issues, their problems through live & interactive programming & emerging as an aggressive & unbiased campaigner for a decent life in a metropolitan space like Delhi.

The channel has a news-you-can-use format, and has been No.1 in Delhi since the date of its launch in Delhi with an average viewership of 4.26 million in 2010-11 as compared to 3.80 million in 2009-10. During the quarter January-March 2011, the reach of "Dilli Aaj Tak" was 4.28 million compared to 4.51 million during the same quarter last year

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs.5/-each for he financial year2010-11. Total amount of dividend outgo for the financial year shall be Rs. 5.18 Crores (including Corporate Dividend Tax amounting to Rs. 0.72 Crores)

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Anil Mehra and Mr. Rajeev Thakore Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend, re-appointment of Mr. Anil Mehra and Mr. Rajeev Thakore as Directors on the Board of the Company.

6. Director's Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors' subscribe to Directors' Responsibility Statement and confirm that:

- In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

- they had selected such accounting policies and applied them consistently and made judgement 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 2010-11 and of the profit of the company for that period;

- they had taken proper and sufficient care for the maintenance of adequate-accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts had been prepared on a going - concern basis.

7. Subsidiary Company

The Audited Statement of Accounts, along with the report of the Board of Directors and Auditor's' Report pursuant,': to Section 212 of the Companies Act 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31st March 2011 is annexed.

8. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, in compliance with the said requirement has prepared the consolidated Accounts which is annexed herewith.

9. Investments

Your Company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.50 Crore during the year ended March 31, 2011 .This investment is towards considering a foray into the Print Media utilizing the synergies of content and brand. The same has been further elaborated in Note no. 11 of the Financial statement which is self explanatory.

10. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if re-appointed, their appointment would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment as Statutory Auditors of the Company.

11. Auditor's Report

There are no qualifications of the Auditors on the Accounts Of the Company for the financial year ended 31st March 2011 requiring further comment from the Board of Directors.

12. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The report on Corporate Governance for the financial year 2010-11 is given as a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

13. Employees Stock, option plan

Human Resource is the key to the success of any organization. The: Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are -contributing to the growth of the Company, your Company introduced stock option plan (ESOR). for its employees and Directors in 2006.The disciosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees' Stock Option Scheme, would be placed before the shareholders in the next Annual General Meeting, and a copy of the same shall be available for inspection at the registered office of the Company.

14. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

15. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 21,134,543 (CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 14,338,051

(b) Production Cost : Rs. 96,010,286

(c) Repair and Maintenance : Rs. 3,026,682

(d) Others : Rs. 15,876,959

(d) Income in foreign currency : Rs. 82,547,314 (Accrued basis)

16. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

17. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving, the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/- Anil Mehra Aroon Purie Director Chairman & Managing Director Place: New Delhi Date : May 30th, 2011

Note : As per the provisions of Sections 219(1) (b) (iV) of the Companies Act, 1956, read with amended Clause 32 of the Listing Agreement with the Stock Exchanges, the Annual Report is being sent to all shareholders of the Company excluding Particulars of Employees under Section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975. Any shareholder interested in obtaining such particulars may write to Company Secretary at the Company's New Delhi office at Videocon Tower, E-1, Jhandewalan Extension Delhi-10 055.

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Mar 31, 2010

The Directors are pleased to present the Eleventh Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2010.

1. Financial Results

The financial results of the Company for the year ended 31st March 2010 are summarized below for your consideration.

(Rs. in crores)

Particulars Year Ended Year Ended 31St Mar10 31St Mar09

Income from operations 284.82 249.99

Other income 23.10 24.21

Profit before Finance, Amortization, Depreciation and Tax 75.13 68.46

Interest and Finance Charges 7.05 0.14

Depreciation 21.10 19.42

Profit before tax 46.98 48.74

Provision for Tax 16.12 15.19

Net Profit 30.86 33.55

Balance amount brought forward 134.30 110.84

Profit Available for appropriation 165.17 144.39

Transferred to General Reserve 5.00 5.00

Proposed Dividend 4.33 4.35

Corporate Dividend Tax 0.74 0.74

Balance Carried forward 155.10 134.30

1. ESOP expenses have been regrouped and included in the employee cost.

2. The figures above are not comparable with the results for the year ended March 31, 2009, as the current financial results for the year ended on 31st March, 2010 include merged results of FM Radio broadcasting business.

2. Performance

During the financial year, the FM Radio broadcasting business of Radio Today Broadcasting Limited was merged with your Company. Hence the financial results for the year ended on 31st March, 2010 reflect the merged results of Television and FM Radio broadcasting business. During the financial year under review, your Companys revenue from operations has been Rs.284.82 Crores compared to Rs. 249.99 Crores last year, an increase of 14 %. Profit before tax has been Rs 46.98 Crores compared to Rs. 48.90 Crores last year, registering a decline of 4 % over the last year. Profit after tax has been Rs.30.86 Crores compared to Rs. 33.55 Crores last year, registering a decline of 8 % over the last year. Since the results of FM Broadcasting business has been merged with the financial year ended on 31st March, 2010, the figures are not comparable with that of the previous financial year

Your companys business model is such that it mainly depends on Ad Revenues. Your Company due to its Channels impeccable reputation and leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of its leadership position, your Companys Channels have been conferred with the following prestigious awards:

News Television Award 2010

- Best Investigative News Report (English) - Centrestage (Dal Scam) on Headlines Today

- Best Presented Popular News Show (English) - Ground Zero on Headlines Today

- Best Show on Environment Awareness (English) - Beginning of the End on Headlines Today

- Best News Promo (English) - Headlines Today (Enigma Called Indira)

- Best Auto Show (Hindi) - Nano Launch on Aaj Tak

- Best Business News Program - Budget ka Reality Show on Aaj Tak

- Best News Promo (Hindi) - Aaj Tak (Martyr)

- Best News Campaign (Hindi) - Aaj Tak (No. 1 Campaign)

Indian Television Academy Award 2009

- Best Hindi News Channel - Aaj Tak

- Best News & Current Affairs Anchor - Prabhu Chawla for Seedhi Baat

World Brand Congress 2009

- Most Popular Hindi News Channel - Aaj Tak

- Best Social Marketing - War on Terror

Indian News Broadcasting Awards 2009

- Best News Producer of the Year (English) - Sujay Bhattacharya for Headlines Today

- CEO of the Year - G. Krishnan

- News Director of the Year (Hindi) - Q W Naqvi for Aaj Tak

Promax India 2009

- Best News & Current Affairs Promo - Satta Ka Semifinal (Aaj Tak)

- Best on- air Channel ident - Snail id (Tez)

AAJ TAK

Aaj Tak continued to maintain its leadership position for the 9th consecutive year despite increased competition in the Hindi news genre by the existing as well as new news channels launched in the last year. Viewers reposed confidence in Aaj Tak for the ninth consecutive year due to its editorial excellence, fair and unbiased reporting, launch of new innovative current affairs programmes catering to different segments of society and a motivated team of well- qualified professionals.

Inspite of intense competition and a cluttered news space, Aaj Tak continues to dominate by being the channel of choice during key events. Whether its a national or an international event, the credibility of Aaj Tak is unmatched.

During the year, viewership of Aaj Tak news channel has been 48.64 million compared to 43.85 million last year. During the quarter January- March 2010, the viewership of Aaj Tak was 52.67 million compared to 50.86 million during the same quarter last year.

HEADLINES TODAY

2009- 10 was a very fruitful year for Headlines Today.

Headlines Today emerged as one of the top news destinations with TRPs and Time Spent reflecting it by the end of April 2010

It now has an investigation team and a bureau which is regularly breaking stories of national importance. Headlines Today has been able to penetrate deep into Chennai and Hyderabad markets both through its news coverage and distribution strength.

The channel has bagged 4 prizes at the ITA awards thereby garnering valuable industry appreciation. They include the prizes for Best Popular News Show, Best Environmental News Documentary, Best Promo (Enigma called Indira) and Best Investigative News Story (Dal scam).

German Bakery attacks and the Sania Wedding were breaking news stories where viewers stayed with Headlines Today and propelled us ahead of the competition

Headlines Today has reach of 10.15 million in 2009- 10 as compared to 10.65 million in 2008- 09. During the last quarter (Jan- Mar 2010) of the Financial year, the reach of Headlines Today was 11.44 million compared to 10.57 million during the same quarter last year.

Tez was launched to cater to the news viewer who has little time and wants condensed news, mostly in the target group of Male, 25- 44 years, SEC AB. Tez hold its own and retained its ratings over the preceding year.

In the full year of operation ended March 31, 2010, "Tez" had reach of 14.51 million viewers in the Country as compared to 14.67 million last year. During the quarter January- March 2010, the reach of "Tez" was 17.58 million compared to 15.57 million during the same quarter last year.

Dilli Aaj Tak

The networks only metro centric 24 hrs news channel "Dilli Aaj Tak" has completely changed the paradigms related to local news coverage since its launch in 2006.The channels news radar has always picked issues ranging from local water power crisis to assembly & parliament elections & very recently, commonwealth games & their impact on overall capital canvas. Through its powerful performance year after year it has carved a niche when compared with national broadcasters. It has truly lived its catch line "Aap Ka Shahr Aap Tak" by consolidating its connect with viewers by raising their issues, their problems & emerging as an aggressive & unbiased campaigner for a decent life in a metropolitan space like Delhi. The channel has a news- you- can- use format, and has been No.1 in Delhi since the date of its launch in Delhi with an average viewership of 3.80 million in 2009- 10 as compared to 2.71 million in 2008- 09. During the quarter January- March 2010, the reach of "Dilli Aaj Tak" was 4.51 million compared to 3.25 million during the same quarter last year.

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs. 5/- each for the financial year 2009- 10. Total amount of dividend outgo for the financial year shall be Rs. 5.07 Crores (including Corporate Dividend Tax amounting to Rs.0.74 Crores).

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Demerger of Radio Broadcasting Business of Radio Today Broadcasting Limited and its merger with your Company.

In the process of implementation of the composite scheme of arrangement and in accordance with the order of Honble High Court of Delhi, a court convened meeting of the equity shareholders of the Company was held at Kamani Auditorium, Copernicus Marg, New Delhi - 110 001 on 21st day of November 2009 to approve the proposed Scheme of Arrangement between your Company and Radio Today Broadcasting Limited. Shareholders present in person or by proxy or through authorized representative at the meeting, represented 55.92% of total issued share capital of the Company and 100% of those so present voted in favour of the resolution.

In addition to the meeting of the equity shareholders, meeting of unsecured Creditors of your Company was also held on 21st day of November 2009 wherein the resolutions to implement the scheme of arrangement was passed unanimously.

Subsequently, pursuant to the Composite Scheme of Arrangement, under the provisions of the Companies Act, 1956 (The Scheme), approved by the shareholders, sanctioned by the Honble High Court at Delhi and the Ministry of Information and Broadcasting on November 21, 2009, February 24, 2010 and May 20, 2010 respectively, the undertaking of the radio broadcasting business of Radio Today Broadcasting Limited, a company engaged in the radio broadcasting and trading business (the Transferor Company), was transferred to and vested in your Company (the Transferee Company) with effect from 1 st April 2009 (Appointed Date). The Scheme, a copy of which was filed with the Registrar of Companies subsequent to the year end on 13th April, 2010, is an amalgamation in the nature of merger. In accordance with The Scheme, all assets and liabilities pertaining to the radio broadcasting business of the Transferor Company, as on the appointed date, has been acquired by your Company.

As a consequence of such merger, the financial results of your Company for the year ending on 31st March, 2010 include the merged results of Television and FM Radio broadcasting business.

6. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Anil Vig and Mr. Rakesh Kumar Malhotra, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Your directors recommend re- appointment of Mr. Anil Vig and Mr. Rakesh Kumar Malhotra as directors on the Board of the Company.

Mr. Ashok Kapur was appointed as Additional Director on the Board of your Company after the last Annual General Meeting. Mr. Ashok Kapur holds office upto the date of ensuing Annual General Meeting. Your Directors recommend the appointment of Mr. Ashok Kapur as a Director on the Board of the Company at the ensuing Annual General Meeting.

Ms. Koel Purie Rinchet was appointed as a Whole Time Director on the Board of your Company after receiving clearance from the Ministry of Information & Broadcasting w.e.f. 24th May 2010, subject to approval of shareholders.

The Directors of your Company recommend the appointment of Ms. Koel Purie Rinchet as Whole Time Director on the Board of the Company at the ensuing Annual General Meeting.

7. Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to Directors Responsibility Statement and confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- they have selected such accounting policies and applied them consistently and made judgement 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 2009- 10 and of the profit of the company for that period;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. Subsidiary Company

The Audited Statement of Accounts, along with the report of the Board of Directors and the Auditors Report pursuant to Section 212 of the Companies Act, 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31st March 2010 is annexed.

9. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, in compliance with the said requirement has prepared the consolidated Accounts which is annexed herewith.

10. Buy Back of Equity Shares of the Company

Your Companys Buy- back Scheme for purchase of its Equity shares through open market under the Stock Exchange Mechanism was opened on 16th March 2009. Under the Scheme your Company has bought back and extinguished 2,03,752 Equity Shares from 1st April 2009 upto conclusion of buy back i.e. 25th July 2009.

In totality your Company has bought back and extinguished 2,44,884 equity shares under Buy Back Scheme.

11. Investments

Your company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has paid a sum of Rs.18.50 crores towards advance payment for purchase of equity shares during the year ended March 31, 2010 . This investment is towards considering a foray into Hindi newspaper market utilizing the synergies of content & brand subject to necessary approvals. The same has been further elaborated in Note no 12 of the Financial statement which is self explanatory.

12. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re- appointment. They have confirmed that, if re- appointed, their appointment would be within the limits prescribed under Section 224

(1B) of the Companies Act, 1956. Your directors recommend their re- appointment as Statutory Auditors of the Company

13. Auditors Report

There are no qualifications of the Auditors on the Accounts of the Company for the financial year ended 31st March 2010 requiring further comment from the Board of Directors.

14. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders value.

The report on Corporate Governance for the financial year 2009- 10 is given as a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

15. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well- performing employees who are contributing to the growth of the Company, your Company introduced stock option plan (ESOP) for its employees and Directors in 2006.The disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees Stock Option Scheme, would be placed before the shareholders in the next Annual General Meeting, and a copy of the same shall be available for inspection at the registered office of the Company.

16. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

17. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub- section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency:

i) Value of Imports Rs. 17,189,659

(CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 12,125,759

(b) Production Cost : Rs. 131,990,652

(c) Repair and Maintenance : Rs. 2,940,188

(d) Others : Rs. 928,820

(d) Income in foreign currency : Rs. 83,477,363 (Accrued basis)

18. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

19. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi Anil Mehra Aroon Purie

Date : 24th May 2010 Director Chairman & Managing Director