Raj Television Network Ltd Directors Report

DEAR MEMBERS,

The Board of Directors of the Company are pleased to present the Thirty-Second (32^nd) Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 ("FY 2025-26" or "FY26").

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations, 2015") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

( In 000s)

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from Operations	700,452.07	12,58,205.62
Other Income	5,979.08	2,430.52
Less : Total Expenses	659,329.81	14,55,335.22
Total Revenue	706,431.15	12,60,636.13
Profit/(Loss) before Interest,Depreciation & Amortization and Tax	47,101.34	(1,94,699.08)
Interest	27,518.38	37829.76
Profit/(Loss) before Depreciation and Tax (PBDT)	19,582.95	(2,32,528.85)
Depreciation & Amortization	7,979.53	15,039.29.00
Profit/(Loss) Before Tax (PBT)	11,603.42	(247,568.14)
Provision for taxation	3,691.05	(37,439.49)
Profit/(Loss) After tax(PAT) for the year	7,912.38	(210,128.65)
Add: Brought forward from previous year	63,689.72	2,73,817.36
Add/Less: Other Comprehensive Income for the year	0.00	0.00
Less: Dividend on equity shares (incl. Taxes)	0.00	0.00
Retained Earnings	71,603.09	63,689.72
Earnings Per Share ( Face Value 5/- )
1. Basic	0.15	(4.05)
2. Diluted	0.15	(4.05)

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

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

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

BUSINESS OVERVIEW, OVERALL PERFORMANCE AND OUTLOOK

Raj Television Network Limited continues to strengthen its position as one of Indias leading regional media and entertainment broadcasters, with a diversified portfolio of satellite television channels catering to audiences across five major Indian languages- Tamil, Telugu, Kannada, Malayalam, and Hindi. Backed by a rich and extensive content library, the Company remains committed to delivering high-quality, culturally relevant, and engaging programming to millions of viewers across India and key international markets, including Southeast Asia and the Middle East. During the Financial Year 2025-26, the Company demonstrated notable operational resilience and financial discipline amidst an evolving media landscape characterized by rapid digital transformation, changing consumer preferences, and increasing competition from over-the-top (OTT) and digital content platforms. Through a balanced strategy of original content creation, prudent acquisition of broadcasting rights, optimization of operating costs, and strengthening of distribution channels, the Company successfully enhanced its market presence and operational efficiency. The Company currently operates a portfolio of 14 television channels spanning multiple genres, including general entertainment, news, music, movies, comedy, and family-oriented programming, supported by its own uplinking infrastructure and exclusive transponder facility. Its robust distribution network across Cable Television Networks, Direct-to-Home (DTH) platforms, and digital ecosystems continues to provide extensive audience reach and reinforce the Companys position as a trusted regional broadcaster.

FINANCIAL PERFORMANCE

During the year under review, the Company recorded a standalone total revenue of 706,431.15 thousand for the financial year ended March 31, 2026, as compared to

1,260,636.14 thousand for the previous financial year ended March 31, 2025. While the overall revenue moderated during the year, the Company achieved a significant improvement in its operational and financial performance through focused cost optimisation initiatives, enhanced operational efficiencies, and prudent financial management. The Company reported a Profit before Tax (PBT) of 11,603.42 thousand for the financial year ended March 31, 2026, as against a Loss Before Tax of

247,568.13 thousand during the previous financial year. Correspondingly, the Profit After Tax (PAT) stood at

7,912.38 thousand, compared to a Loss after Tax of

210,128.65 thousand in the preceding financial year. The return to profitability reflects the effectiveness of the Companys strategic initiatives, disciplined cost management measures, and its continued focus on strengthening operational performance and creating sustainable long-term value for its stakeholders.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

DIVIDEND

The Board of Directors ("the Board"), after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2025-26. The Dividend Distribution

Policy, in terms of Regulation 43A of the SEBI (LODR)

Regulations, 2015, is available on the Companys website at www.rajtvnet.in.

SHARE CAPITAL

During the year, there were no changes in the capital structure of the Company. The paid-up equity share capital of the Company as on March 31, 2026 is 25,95,66,720/- consisting of 5,19,13,344 Equity Shares of 5/- each.

OPERATIONS

Highlights of the Companys operations and state of affairs for the financial year 2025-26 are included in the Management Discussion and Analysis Report, capturing the Companys performance, industry trends and other material changes with respect to the Company, wherever applicable and the same forms part of this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statements relate to and the date of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The report on Corporate Governance and Management Discussion & Analysis Report, which forms an integral part of this Report, is annexed to this report. The Company has complied with the conditions relating to Corporate Governance as stipulated in terms of SEBI (LODR) Regulations, 2015.

The Certificate obtained from the Practising Company Secretary relating to the above is annexed and forms a part of this report.

CREDIT RATING

The Company has obtained Credit Rating for the debt instruments/ facilities of the Company from India Ratings and Research Private Limited, the detailed which is provided in the Corporate Governance Report appended to this Annual Report.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

There are no Companies which have become or ceased to be the subsidiaries, Joint Ventures or Associate Companies of the Company during the year under review. During the year under review and as on date of this report, there are no material subsidiaries of the Company and hence the requirement of Consolidated Accounts is not applicable to the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

During FY 2025- 26, on a quarterly basis, the Audit Committee has reviewed the related party transactions visa-vis the omnibus approval(s) accorded by it. There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the members during FY 2025- 26. Furthermore, there was no contract/arrangement with related parties referred to in sub- section (1) of Section 188 of the Act, which required Boards approval and hence the disclosure of RPT in Form AOC-2 is not applicable to the Company. Related Party Transactions entered during FY 2025- 26 were in compliance with the Act, the SEBI (LODR) Regulations, 2015, details whereof are disclosed in the section Notes to the nancial statements forming part of this Annual Report. The Policy on Related Party Transactions, as formulated by the Board is available on the Companys website at www.rajtvnet.in.

RISK MANAGEMENT

Pursuant to the SEBI (LODR) Regulations, 2015, the Company has established well-defined operational processes to ensure timely identification and mitigation of risks. The operating management team is responsible for recognizing operational and process risks and implementing appropriate mitigation measures. Key strategic and business risks are identified and managed directly by the Management. The Company continues to strengthen its Risk Management Framework, which is periodically reviewed by the Audit Committee. The Audit Committee engages in focused discussions with the Management to identify, assess, and prioritize strategic and operational risks, formulate appropriate mitigation strategies, and monitor the progress of risk management initiatives. The Company firmly believes that effective risk management contributes to sustainable value creation and improved returns. Its approach involves continuous monitoring and periodical review of potential risks, supported by proactive mitigation measures. The Risk Management Framework was reviewed by the Board of Directors and the Audit Committee during the financial year under review.

COMPLIANCE MANAGEMENT MECHANISM

The Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, the Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

BOARD POLICIES

Pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015, the Company has formulated and adopted various policies, as approved by the Board of Directors. The said policies are available on the website of the Company at www.rajtvnet.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) activities are a part of the system of the Company. The provisions of Section 135 and Schedule VII of the Act, became applicable from April

1, 2019 and thereafter the Company constituted a CSR Committee. The brief outline of the CSR policy approved by the Board is available on the Companys website at www.rajtvnet.in. However, the Company does not fall under the purview of the provisions of Section 135 of the Act, and the Rules framed thereunder. The Company does not have any unspent CSR amount pertaining to the previous three Financial Years immediately preceding the Financial Year under review.

DIRECTORS

As of March 31, 2026, Out of 10 (Ten) Directors, 1 (one) is Promoter & Managing Director (Chairman), 3 (Three) are Promoters & Whole-Time Directors, 1 (One) is Non-Executive Non-Independent Director- Woman Director and 5 (Five) are Non-Executive Independent Directors including 01 (one) Woman Independent Director.

The details of the Board and its Committees composition,

Directors tenure, and other information are available in the

Corporate Governance Report, which forms part of this Annual Report. In compliance with the SEBI (LODR)

Regulations, 2015, the Board has identified the Directors core skills, expertise, and competencies relevant to the

Companys business for effective governance. Details of the Boards key skills, expertise, and core competencies are provided in the Corporate Governance Report, which forms part of this Annual Report.

APPOINTMENT/ RE-APPOINTMENT/ CESSATION/ CHANGE IN DESIGNATION OF DIRECTORS

RE-APPOINTMENT OF DIRECTORS

-Mrs. Bharathi Sridhar (DIN: 09354983) Non-Executive and Independent Director of the Company is seeking reappointment for the second term for a further period of Five (5) years commencing from April 01, 2027 to March 31, 2032, as her current term is due to expire on March 31, 2027, subject to the approval of the members at the ensuing AGM.

-The Members of the Company, at the 31st Annual General Meeting held on September 30, 2025, approved the re-appointment of the following Directors for a further term of five (5) consecutive years, commencing from April 1, 2026 and ending on March 31, 2031, in accordance with the applicable provisions of the Act and the rules made thereunder:

-Mr. M. Raajhendhran (DIN: 00821144) as Chairman and Managing Director; -Mr. M. Rajarathnam (DIN: 00839174) as Whole-Time Director; -Mr. M. Ravindran (DIN: 00662830) as Whole-Time Director; and -Mr. Kannappa Pillai Mani Ragunathan (DIN: 00662769) as Whole-Time Director.

INDEPENDENT DIRECTORS

-Mr. Pechimuthu Udayakumar (DIN: 03353625) was appointed as an Additional Director (Non-Executive and Independent) on the Board of the Company w.e.f. October 18, 2025, for a first term of five years. His appointment was approved by the members vide a Special Resolution passed through Postal Ballot on December 04, 2025. -Mr. Krishna Singh Balaji Singh (DIN: 11121323) was appointed as an Additional Director (Non-Executive and Independent) on the Board of the Company w.e.f. October 18, 2025, for a first term of five years. His appointment was approved by the members vide a Special Resolution passed through Postal Ballot on December 04, 2025. -Mrs. Nidavanur Subbarama Naidu Prema (DIN: 10198873) has resigned as an Independent Director of the Company, with effect from May 14, 2025.

-Mr. Subramaniam Muthiah Balaji (DIN: 02478761) has resigned as an Independent Director of the Company, with effect from October 22, 2025.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, and the Articles of Association of the Company, Mr. Kannappa Pillai Mani Ragunathan (DIN: 00662769) as Whole-Time Director is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

CONFIRMATION BY THE COMPANY

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 (2) of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. Further, in terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, Independent

Directors have also con rmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any internal/ external in uence.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairperson of the Board for the FY 2025-26. A detailed Board effectiveness assessment questionnaire was prepared in accordance with the criteria outlined in the SEBIs Guidance Note on Board Evaluation and was approved by the NRC. The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and Individual Directors. The recommendations arising from the evaluation process were discussed at the Independent

Directors meeting held on February 11, 2026, and also at the Board meeting held on February 11, 2026 and May 12, 2026. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a practice of conducting structured induction and familiarization programme of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

SUCCESSION PLAN

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

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Act, the Directors hereby confirm that: a. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b. the Directors had 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, 2026 and of the profit of the Company for the year ended on March 31, 2026;

c. The Directors 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;

d. The Directors had prepared the annual accounts on a

going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

KEY MANAGERIAL PERSONNEL ("KMP")

As on the date of this report, following are the Key

Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act: Mr. Raajhendhran M, Chairman and Managing Director, Mr. Sanjay Pugalia, Whole-time Director, Mr. Rajaratnam M, Whole-Time Director, Mr. Ravindran M, Whole-Time Director, Mr. Ragunathan M, Whole-Time Director, Mr. S Jeyaseelan, Chief Financial Officer, Ms.Priyanka Mudaliyar, Secretary and Compliance Officer, w.e.f. April 18, 2025.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 (six) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI (LODR) Regulations, 2015. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various Committees of the Board of Directors are included in the Corporate Governance Report, which forms part of this report.

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on February 11, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT REPORTS AND AUDITORS

STATUTORY AUDITORS & AUDITORS REPORT

M/s Naresh & Co. (FRN: 011293S), Chartered Accountants, were re-appointed as the Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on September 30, 2022 for a further period of five (5) years to hold office up to the conclusion of 33rd Annual General Meeting. Representative of M/s. Naresh & Co., Statutory Auditors of the Company attended the previous 31^st AGM of the Company held on September 30, 2025. The Statutory Auditors have expressed their unmodified opinion on the Standalone Financial Statements, and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors Report are self-explanatory, which is enclosed with the financial statements forming part of this Annual Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, read with the rule made thereunder and Regulation 24A of the SEBI (LODR) Regulations, 2015, M/s. B B & Co., Practising Company Secretaries (Firm Registration Number S2018TN598700) were appointed as a Secretarial Auditor to undertake the Secretarial Audit of the Company for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30. The Secretarial Auditor has confirmed that he is not disqualified to continue as the Secretarial Auditor and is eligible to hold office as Secretarial Auditor of the Company. The Secretarial Audit Report for the year under review is provided as Annexure-I of this report.

STATUTORY AND SECRETARIAL AUDITORS

OBSERVATIONS

During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by

Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Management Reply on Compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015:

During the year under review, two Independent Directors, Mrs. Nidavanur Subbarama Naidu Prema (DIN: 10198873) and Mr. Subramaniam Muthiah Balaji (DIN: 02478761), resigned from the Board with effect from May 14, 2025 and October 22, 2025, respectively, for the reasons stated in their respective resignation letters. The Company has obtained confirmation from both the Directors that there were no other material reasons for their resignation. As the Company is engaged in the telecasting and broadcasting business, the appointments are subject to the applicable clearances under the guidelines of the Ministry of Information and Broadcasting and Ministry of Home Affairs. The Company has initiated immediately the requisite clearance process and is taking all necessary steps to ensure compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015, at the earliest. Subsequently, upon clearance from Ministry of Information and Broadcasting and Ministry of Home Affairs for prior approval of Appointment of Director, Mr. Pechimuthu Udayakumar (DIN: 03353625) and Mr. Krishna Singh Balaji Singh (DIN: 11121323) were appointed as Non-Executive Independent Directors with effect from October 18, 2025, for a first term of five years, and their appointments were approved by the Members through Postal Ballot on December 04, 2025.

COST RECORDS AND COST AUDITORS

The Board has re-appointed M/s. S V M & Co., Cost Accountants (Firm Registration Number: 000536) as the

Cost Auditors of the Company to conduct the audit of cost records for FY 2026-27. A resolution seeking the approval of the members for ratification of the remuneration payable to the Cost Auditors for FY 2026-27 forms part of the Notice of the ensuing AGM. During the year under review, the Company has duly prepared and maintained the cost accounts and cost records as required under Section 148(1) of the Companies Act, 2013. The cost records for FY 2025-26 were audited by the Companys Cost Auditors.

INTERNAL AUDITORS

M/s Parthasarathy P & Co, Chartered Accountants (Firm Registration Number: 021599S), were appointed as the Internal Auditors of the Company for the Financial Year 2025-26.

DISCLOSURES

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

Pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:

1. CONSERVATION OF ENERGY

The Company, primarily engaged in Satellite Television Broadcasting operations, is not an energy-intensive unit, therefore, the use of alternate energy sources may not be feasible. Nonetheless, consistent efforts are undertaken to conserve energy, including the evaluation of various methods to optimize energy consumption. While the disclosure requirements under Section 134(3)(m) of the Act, are not applicable.

2. TECHNOLOGY ABSORPTION

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of the Company are made aware of the latest working techniques and technologies. The Company endeavours to leverage technology in order to conduct business in sustainable manner. The Company is not engaged in manufacturing activities, therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable. During the year, there has been no expenditure on Research and Development.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO

(In )

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Expenditure in foreign exchange Transponder Hire Charges	44,476.04	97,98,8735
Earnings in foreign exchange Export of TV Programme	64,037.28	66,45,5452

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

During the Financial Year under review, the Company has not granted any loans or guarantees or any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of the Act.

ANNUAL RETURNS

The annual return as on March 31, 2026 is available on the Companys website at http://www.rajtvnet.in/Home/AnnualReturns

LISTING ON STOCK EXCHANGES

The Companys shares are listed on BSE Limited and the

National Stock Exchange of India Limited.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Compliance Certificate to the Board on financial reporting and internal controls, as mentioned under Part B of Schedule II, the Certificate from Managing Director and the Chief Financial Officer of the Company has been given to the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), to the extent applicable to the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there was no instance of any one-time settlement for reporting details vis-?-vis valuation with the banks or financial institutions.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY

Nil

CYBER SECURITY

In view of the increased cyber-attack scenarios, the cyber security maturity is reviewed periodically, and the processes, technology controls are being enhanced in line with the threat scenarios. The Companys technology environment is enabled with real time security monitoring with requisite controls.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Companys website at www.rajtvnet.in.

POLICY ON DIRECTORS APPOINTMENT & REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Policy (NRC Policy) is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, quali cations, term/tenure etc. of Executive Directors &

Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non-Executive/ Independent Directors, Key Managerial Personnel & Senior

Management, and criteria to determine quali cations, positive attributes & independence of Director. The NRC policy is available on the Companys website at www.rajtvnet.in.

CODE FOR PREVENTION OF INSIDER TRADING

Code of Conduct ("Code") to regulate, monitor and report trading in the Companys shares by the Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the

Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Employees of the Company undergo mandatory training on this PIT Code to sensitize themselves and strengthen their awareness. Further, it also includes Code for Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, which has been made available on the Companys website at www.rajtvnet.in.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY

Pursuant to Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and Senior Management Personnel for the financial year ended March 31, 2026 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in confirmity with the provisions of Section 177(9) of the Act, and Regulation 22 of the SEBI (LODR) Regulations, 2015, to report concerns about unethical behaviour. This Policy is available on the Companys website at www.rajtvnet.in.

CODE OF BUSINESS CONDUCT AND ETHICS

The Code of Business Conduct and Ethics for Members of the Board and senior management personnel (the Code) has been approved by the Board. The Code is available on the Companys website at www.rajtvnet.in.

PREVENTION OF SEXUAL HARASSMENT (POSH)

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has laid down a Prevention of Sexual Harassment ("POSH")

Policy and has constituted Internal Complaints Committees

("ICC") at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICC include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. The Company has zero tolerance on sexual harassment at the workplace. The ICC also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness. Employees of the Company undergo mandatory training to sensitize themselves and strengthen their awareness.

Number of complaints received during FY26	NIL
Number of complaints resolved as on March 31, 2026	NIL
Number of complaints not resolved as on March 31, 2026	NIL
Number of pending complaints as at March 31, 2026	NIL

During the year 2025-26, there were no complaints.

THE CODE ON SOCIAL SECURITY, 2020- STATEMENT ON MATERNITY BENEFIT COMPLIANCE

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

SHAREHOLDING OF DIRECTORS/PROMOTERS

The Managing Director and other Whole-Time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity shares of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

PLEDGING OF THE SHARES BY THE PROMOTERS

As required under SEBI (Substantial Acquisition and Takeover) Regulations, 2011 the Promoters, Promoter Group and the Persons acting in concert representing Promoters and promoter Group has not pledged shares as on March 31, 2026.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company had 197 employees as on March 31, 2026, comprising 167 male and 30 female employees. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed as Annexure-II to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, the said statement is not being sent along with this Annual Report to the members in line with the provisions of Section 136 of the Companies Act, 2013. Any member interested in obtaining such information may address their email to redressal@rajtvnet.in and also available for inspection by Members at the Registered Office of the Company up to the date of the ensuing Annual General Meeting during the business hours on working days.

INSOLVENCY BANKRUPTCY PROCEEDINGS PENDING IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no other applications made/ proceedings pending under the Insolvency and Bankruptcy Code, 2016.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

("IEPF Rules"), dividends, if not claimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. During the year under review, no amount of the Unclaimed/ Unpaid Dividend and any such share in the Company, was due to be transferred to the IEPF Authority.

The following table gives information relating to outstanding dividends and the dates by which they can be claimed by the Members from the Companys RTA:

Financial Year	Dividend per Equity Share ( ) *	Date of Declaration	Last date for claiming unpaid dividend	Unclaimed Dividend as on March 31, 2026 ( )
2018-19	0.10 (Proposed by Board)	September 27, 2019; 25th AGM	November 03, 2026	146,658.50

In terms of the extant provisions of IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends in respect of the dividend declared as mentioned in the above table on the website of the IEPF viz. www.iepf.gov.in & also in the Companys Website www.rajtvnet.in. Members are requested to note that no claims shall lie against the Company in respect of the dividends and/or shares transferred to IEPF.

GENERAL

During the year under review:

-The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise.

-The Company had not issued any shares (including sweat equity shares) to Directors or employees of the Company under any scheme.

-The Company does not have any scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

-No significant and/or material order was passed by any Regulator/ Court/ Tribunal which impacts the going concern status of the Company or its future operations.

-No Revision of Financial Statements and Directors

Report of the Company.

-There has been no change in the nature of business of the Company.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government and regulatory authorities, bankers and various stakeholders.