T.V. Today Network Ltd Directors Report

Your Directors have the pleasure of presenting the Twenty Seventh (27 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, 2026.

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 2025-26. The highlights of the Standalone and Consolidated Financial Statements of the Company for the FY 2025-26 and FY 2024-25 are as under:

( in Crore)

	Standalone		Consolidated
Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Income from operations	808.70	993.02	808.70	993.02
Other income	39.98	45.71	40.89	45.71
Profit before Exceptional Items, Finance Costs, Depreciation and Amortization	71.30	145.78	71.89	145.49
Finance costs	2.00	2.42	2.00	2.42
Depreciation and amortization	30.45	32.24	30.51	32.24
Profit before Exceptional Items and tax from continuing operations	38.85	111.12	39.38	110.83
Exceptional Items	9.46	-	9.46	-
Profit before tax from continuing operations	29.39	111.12	29.92	110.83
Tax expense for continuing expenses	9.42	28.40	9.68	28.41
Net Profit from continuing operations	19.97	82.72	20.24	82.42
Profit before tax from discontinued operations	(8.32)	(10.54)	(7.81)	(10.54)
Tax expense for discontinued operations	(2.09)	(2.65)	(1.92)	(2.65)
Net Profit from discontinued operations	(6.23)	(7.89)	(5.89)	(7.89)
Net Profit	13.74	74.83	14.35	74.53
Other comprehensive income for the year, net of tax	1.83	0.01	3.20	0.01
Total comprehensive income for the year	15.57	74.84	17.55	74.54
Total comprehensive income Attributable to:
Owners of the Company	NA	NA	17.55	74.54

( in Crore)

	Standalone		Consolidated
Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Non-controlling interests	NA	NA	-	-
Basic earnings per share for continuing operations	3.35	13.86	3.39	13.81
Diluted earnings per share for continuing operations	3.35	13.86	3.39	13.81
Basic earnings per share for discontinuing operations	(1.04)	(1.32)	(0.99)	(1.32)
Diluted earnings per share for discontinuing operations	(1.04)	(1.32)	(0.99)	(1.32)
Basic earnings per share	2.31	12.54	2.40	12.49
Diluted earnings per share	2.31	12.54	2.40	12.49

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 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. 29 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 2025-26 was 848.68 Crores. Profit before exceptional items (on account of newly introduced labour codes) and tax was 38.85 Crores. Profit before tax was 29.39 Crores as compared to 111.12 Crores in the last Financial Year. Profit after tax was 19.97 Crores as compared to 82.72 Crores during the last Financial Year. A large part of your Companys 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 and English news channel India Today, rapidly growing digital business and confidence reposed by its viewers and clients and given the industry dynamics the Company managed to achieve a satisfactory performance.

TELEVISION

The Companys Television business delivered a strong and consistent performance during FY 2025-26, supported by the sustained leadership of its flagship news brands Aaj Tak, Aaj Tak HD, India Today TV and Good News Today (GNT). During the year, TV Today Network retained its position as the No. 1 network of national news channels. The business continued to benefit from the strength of its editorial franchise, trusted brands and extensive distribution network, enabling it to sustain audience leadership in a competitive broadcast environment.

Among affluent audiences, Aaj Tak continued to lead the Hindi News genre throughout FY 2025-26, recording the highest Gross Average Minute Audience (AMA) of 1,343 million, ahead of News18 India (1,289 million) and India TV (1,077 million). The channel also reinforced its leadership during major national news events. During Operation Sindoor, Aaj Tak ranked No. 1 on all four days. During the Bihar Election counting, Aaj Tak emerged as the No. 1 television channel across all genres, registering 5.2 million AMA during the counting hours from 8:00 a.m. to 12:00 noon. These performances reflect the channels ability to consistently attract audiences during both scheduled and breaking news events.

Aaj Tak HD retained its leadership in the premium television news segment, continuing as the No. 1 HD News Channel in India. Good News Today further strengthened the Companys presence in the Free-to-Air segment by delivering a cumulative reach much higher than major players like Times Now Navbharat, Republic Bharat, News Nation and India TV.

India Today TV maintained its leadership in the English News genre during the year. The channel ranked No. 1 in the morning prime-time in viewership and the evening prime time recorded the highest time spent per viewer among English news channels; reflecting sustained viewer engagement and a strong position in appointment viewing.

The continued leadership of the Companys television portfolio across multiple news categories demonstrates the resilience of its brands and the effectiveness of its editorial and programming strategy. By consistently delivering credible journalism, comprehensive coverage of major national events and strong audience engagement across platforms, the Television business remained well positioned to sustain its leadership in Indias television news landscape.

DIGITAL BUSINESS

During the Financial Year 2025-26, the Company continued to consolidate itself as a leader and preferred destination in Indias digital news landscape, delivering robust growth across platforms, expanding its multi-brand presence with innovative launches, and deepening audience engagement across digital, social media, and connected TV ecosystems.

The Companys social media footprint scaled significantly, registering ~100 billion views and 2.3 billion actions during the year, with its cumulative subscriber and follower base growing to 452 million, including an addition of 50 million new followers, underscoring its unmatched digital reach and influence. The Companys flagship brand Aaj Tak reached a 75 million subscriber mark on YouTube, along with strong followings across Instagram, Facebook, X and emerging platforms such as WhatsApp, Snapchat and Reddit.

The Company continued to lead in Connected TV consumption, recording 10.5 billion watch minutes, nearly 27% ahead of its closest competitor, while also achieving the highest time spent per user across video properties at 24.5 minutes per user, reflecting strong viewer stickiness and engagement.

On YouTube, Aaj Tak continued to dominate live news consumption, established as the preferred destination during major elections, national security events, geopolitical developments, and breaking news. The channel recorded industry-leading peak concurrent viewership across key events, including Operation Sindoor (2.0 Mn), Bihar Election Counting Day (1.25 Mn), Ahmedabad Plane Crash (300K), Nitish Kumars oath ceremony (194K) and Putins India visit (194K). It also delivered strong engagement during Indias Asia Cup victory (190K) and PM Modis Independence Day address (252K). During the Israel-Iran conflict, Aaj Tak consistently led coverage, crossing 100K+ peak concurrent viewers in 24 days, further reinforcing its leadership in real-time news coverage.

India Today, the Companys flagship English news brand, continued to strengthen its leadership across digital platforms, recording the highest time spent among English TV news channels on Connected TV with 442 million minutes. It also led social media engagement with a 57.4% market share, generating 241 million actions and achieving a strong collective reach of 54.7 million users, further reinforcing its credibility and influence among English news audiences.

The Company continued to drive innovation in digital storytelling and audience engagement through its new launches. Its Gen Z-focused digital property MO emerged as a strong growth engine, reaching 155 million unique users and generating nearly 1 billion views, along with 55.3 million interactions in the second half of the year. The launch of vPaper marked a significant step in digital publishing, integrating a traditional reading experience with multimedia storytelling, and attracted 1.2 million unique users within a short span.

The Company further reinforced its editorial leadership through exclusive global conversations and expanded its digital audio footprint with high-impact podcast offerings. Notably, its popular Hindi podcast Teen Taal achieved global recognition with its presence in Times Square, reflecting its strong audience connection and cultural relevance. These initiatives underscore the Companys continued focus on combining editorial excellence with digital innovation to drive growth and engagement across platforms.

ISHQ 104.8 FM

During the previous Financial Year, in order to focus on Companys core business, the Company had undertaken a strategic initiative in respect of its Radio Business, (comprising three FM radio stations operating in Mumbai, Delhi and Kolkata under the frequency 104.8 FM), with the objective of divesting the radio business as a going concern through its wholly owned subsidiary, Vibgyor Broadcasting Private Limited (Vibgyor), subject to receipt of the requisite approval from the Ministry of Information and Broadcasting (MIB).

During the year under review, the Company received approval from MIB on August 20, 2025, for the proposed transfer of the Radio Business to Vibgyor, its wholly owned subsidiary. In this connection, the Company had earlier entered into a Memorandum of Understanding (MOU) with Creative Channel Advertising and Marketing Private Limited (Creative Channel), for sale/transfer of its Radio Business, however, Creative Channel, subsequently conveyed its inability to proceed with the transaction and withdrew from the said MOU.

Thereafter, the Company was approached by another potential buyer, Abhijit Realtors and Infraventures Private Limited (Abhijit Realtors), for acquisition of the Radio Business. Accordingly, the Company entered into a MOU with Abhijit Realtors for the sale of the Radio Business, as a going concern, through Vibgyor, subject to receipt of the requisite approval from the MIB.

DIVIDEND

During the period under review, for future strategic requirements of the Company, the Board of Directors (Board) decided not to recommend any final dividend for the Financial Year 2025-26.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the Financial Year ended March 31, 2026.

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, 2026.

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, 2026.

DEPOSITS

There were no outstanding deposits or amount of principle or interest within the meaning of Sections 73 and 74 of the Companies Act read with rules made thereunder at the end of Financial Year 2025-26 or the previous Financial Years. Your Company did not accept any deposit during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has optimum combination of Executive, Non-Executive, Independent and Woman Directors and conforms to the provisions of the Companies Act, SEBI Listing Regulations and any other applicable statutory provisions.

Details of change in directors during FY 2025-26 and till the date of this report, are as under:

(i) Appointment of Ms. Hema Singh Rance as _ Non- Executive Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, on February 11, 2025, approved the appointment of Ms. Hema Singh Rance (DIN: 06403266) as a Non-Executive Independent Director, 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 Ministry of Broadcasting (MIB) or the date of approval of shareholders of the Company, whichever is later. The Company had received shareholders approval with requisite majority through Postal Ballot on March 26, 2025 and subsequently, approval of MIB was received vide its letter dated May 28, 2025. Accordingly, Ms. Hema Singh Rance was appointed as Non-Executive Independent Director of the Company with effect from May 28, 2025.

(ii) _ Appointment of Mr. Abhishek Malhotra as Non- Executive Independent Director

During the period under review, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors on February 13, 2026 had approved the appointment of Mr. Abhishek

Malhotra (DIN: 11540453), as a Non-Executive Independent Director 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, whichever is later. The Company had received shareholders approval with requisite majority through Postal Ballot on April 01, 2026 and subsequently, approval of MIB was also received vide its letter dated April 28, 2026. Accordingly, Mr. Abhishek Malhotra was appointed as Non-Executive Independent Director of the Company for a term of five consecutive years with effect from April 28, 2026.

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

(iii) _ Completion of Tenure of Mr. Rajeev Gupta as Non- Executive Independent Director Mr. Rajeev Gupta (DIN: 00241501), Non-Executive Independent Director of the Company, ceased to be the Director of the Company with effect from the close of business hours on March 04, 2026, upon completion of his statutory term.

Consequently, he has also ceased to be a member of the Audit Committee of the Company, effective from such date.

The Board placed on record its sincere appreciation for his valuable guidance and support during his tenure as Director of the Company.

(iv) Re- appointment of Mr. Sunil Bajaj as Director retiring by rotation

Pursuant to the provisions of the Companies Act, Mr. Sunil Bajaj (DIN: 00131028), Director of the Company, retires at the ensuing Annual General Meeting (AGM) and being eligible, seeks reappointment. The resolution seeking shareholders approval for his re-appointment forms part of the Notice of the ensuing AGM.

(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, 2026, following are the Key Managerial Personnel of the Company (excluding Executive Directors):

_ 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 Companies Act and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Directors and Senior Management Personnel and there has been no change in the circumstances which may affect their status as Independent Directors of the Company. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management.

All the Independent Directors of the Company have registered themselves in the databank maintained with the Indian Institute of Corporate Affairs ( IICA ) . The Directors have further confirmed that they have either successfully passed the online proficiency self-assessment test conducted by the IICA or are duly exempted from the requirement of such test, as applicable and are not debarred from holding the office of Director under any SEBI order or any other such authority.

In the opinion of the Board, all the Independent Directors of the Company 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

S. no. Name	Designation
1 Mr. Dinesh Bhatia	Group Chief Executive Officer
2 Mr. Ashish Sabharwal	Group Head \u2013 Secretarial, Company Secretary and Compliance Officer
3 Mr. Yatender Kumar Tyagi	Chief Financial Officer

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, including 3 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 read with SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policyalsolaysdownbroadguidelinesforevaluationofthe 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. Further, no changes were made to the policy during the period under review. The Policy is available on the website of the Company at link https://www.aajtak.in/investor.

ANNUAL EVALUATION OF THE BOARD

In accordance with the provisions of the Companies Act and the SEBI Listing Regulations, the Board of Directors has undertaken an annual performance evaluation of its own functioning, Board Committees and Individual Directors, including Independent Directors. The evaluation was conducted through a structured questionnaire designed to assess various aspects of Boards effectiveness, participation levels, clarity of roles and responsibilities, decision-making processes and discharge of duties by the Directors and its Committees.

The Independent Directors, at their separate meeting, evaluated the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The assessment of performance of the Independent Directors on the Board, was subsequently discussed at the Board meeting. The Annual Evaluation process was completed for the Financial Year 2025-26. 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 Companys strategy, business model, operations, markets and industry overview, organization structure, performance of Individual Channels, finance, risk management framework, regulatory changes, competitors analysis and various other factors affecting the Companys 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. The details of the Familiarisation Programme for Independent Directors for the Financial Year 2025-26 are available on the Companys website.

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 5 (five) times in the Financial Year 2025-26. The interval between any two consecutive meetings was within the prescribed timelines as stipulated under the Companies Act and the SEBI Listing Regulations.

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.

STATUTORY COMMITTEES & OTHER GOVERNANCE COMMITTEES

The details of composition and other related information of the Statutory Committees and other Governance 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 aforesaid Committees.

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2026, the Company has 4 (four) subsidiary companies in terms of the provisions of Companies Act, namely, T V Today Network Business Limited, Mail Today Newspapers Private Limited, Vibgyor Broadcasting Private Limited and Romesh Films Private Limited. The Company has no material subsidiary in terms of 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 its subsidiary companies. 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 Companys website at https://www.aajtak.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 Companys registered office and registered office of the subsidiary during business hours as well as on the website of the Company i.e. https://www.aajtak.in/ investor.

During the Financial Year 2025-26, the Company acquired 100% of the equity share capital of Romesh Films Private Limited pursuant to a Share Purchase Agreement dated July 25, 2025. The transfer of the said equity shares was completed on September 25, 2025, and consequently, Romesh Films Private Limited became a wholly owned subsidiary of the Company with effect from such date.

Your Company does not have any associate or joint venture and no Company ceased to be a subsidiary during the Financial Year 2025-26.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, the Company had transferred the unpaid/unclaimed dividend pertaining to Financial Year 2017-18 amounting to 3,00,816/- 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, 2026 on the website of the Company at https://www.aajtak.in/investor. Further, pursuant to the provisions of Section 124(6) of the Companies Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all the shares in respect of which dividend has remained unpaid / unclaimed for 7 (Seven) consecutive years from the date of transfer to the unpaid dividend account are required to be transferred to the demat account of the

Investor Education and Protection Fund Authority. Accordingly, the Company has transferred 2,264 equity shares to the Demat Account of the Investor Education and Protection Fund Authority, being shares in respect of which the dividend pertaining to the Financial Year 2017-18.

The details of the said transfer have been duly uploaded on the Companys website at 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 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, disclaimer, reservation or adverse remark. Please refer Note No. 28 of the notes forming part of the Standalone Financial Statements in this regard.

SECRETARIAL AUDITORS

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, pursuant to the approval of members in its 26 th Annual General Meeting held on September 18, 2025, the Company had appointed M/s. DMK Associates, Practicing Company Secretaries (Firm Registration No. P2006DE003100) (Peer Review Certificate No. 6896/2025), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30.

M/s. DMK Associates, Practicing Company Secretaries have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the SEBI Listing Regulations and Companies Act.

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. DMK Associates, Practising Company Secretaries undertook the Secretarial Audit of the Company for the Financial Year 2025-26. 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.

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 2025-26 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 2026-27.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, read with the Companies (Audit and Auditors) Rules, 2014, the Cost Audit for Financial Year ended March 31, 2026 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 2026-27 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 Members 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 societys sustainable development. In accordance with the requirements of Section 135 of the Companies Act, the Company has constituted a CSR Committee. The CSR Committees 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 Companys website at https:// www.aajtak.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 2,19,08,400/- towards CSR activities for the Financial Year 2025-26. The projects approved by the Board during the year focussed on the following: (i) Promoting Education; (ii) Livelihood enhancement projects; (iii) Promoting Healthcare and Sanitation (iv) Ensuring environmental sustainability Further, out of the total amount so earmarked for CSR for the Financial Year, the Company spent 92,62,307/- during the Financial Year 2025-26 and transferred the balance amount of 1,26,46,133/- which was allocated to ongoing projects and remained unspent as on March 31, 2026 to CSR Unspent Account on April 23, 2026.

Further, the Company spent 80,14,099/- and 1,92,30,769/- during the Financial Year 2025-26 out of the CSR Unspent Account maintained for the ongoing projects approved in the Financial Year 2023-24 and 2024-25 respectively. The Company has fully utilized the balance unspent CSR amount for the FY 2023-24 during the period under review. The balance unspent CSR amount for the Financial Year 2024-25 as on March 31, 2026 is 27,57,155/-.

Detailed reasons for unspent amount are 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

The Company continues to integrate sustainability considerations into its business strategy and operations, with a focus on long-term value creation and responsible stakeholder engagement. The Board oversees the Companys approach towards environmental, social and governance (ESG) matters, ensuring alignment with regulatory expectations and evolving stakeholder priorities.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the Business Responsibility and Sustainability Report (BRSR) forms part of this Annual Report. The BRSR has been prepared in accordance with the National Guidelines on Responsible Business Conduct (NGRBC) and provides disclosures on the Companys performance across key Environment, Social and Governance (ESG) parameters.

The BRSR for FY 2025-26 is presented as a separate section of this Annual Report and is also available on the Companys 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. 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, 2026.

CORPORATE GOVERNANCE REPORT

Corporate Governance encompasses a set of systems and practices to ensure that the Companys 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 organisations 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, together with the Certificate on Corporate Governance, as required under the SEBI Listing Regulations. The Certificate for the Financial Year 2025-26, issued by M/s DMK Associates, a firm of Company Secretaries in Practice, does not contain any qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has established and maintained adequate internal financial controls commensurate with the size and nature of its operations. Such controls are designed to provide reasonable assurance in preparation of reliable Financial Statements in accordance with applicable accounting standards.

Among other measures, the Board has instituted policies and procedures to ensure effective and efficient conduct of the Companys business, including compliance with established policies, safeguarding of assets, prevention and detection of fraud and errors, maintenance of accurate and complete accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the Internal control systems and their adequacy section in the Managements discussion and analysis, which forms part of this Integrated Annual Report.

RISK MANAGEMENT

Our risk management framework is based on international standards / frameworks, providing comprehensive, end to end risk coverage. The framework is overseen by the Risk Management Committee of the Board and is supported by a robust, multi-layered risk governance structure across the organization including duly approved Risk Management Policy, as required under SEBI Listing Regulations.

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. Risk management involves systematic identification and assessment of events that may affect the achievement of the organizations objectives. This process requires management to consider external factors such as global events, government policies, regulatory changes, industry dynamics, technological advancements and shifts in customer behavior, as well as internal factors, including the adequacy of resources, capabilities and information systems supporting risk management.

Though, the risk management framework is closely integrated with the organizations strategic objectives and is designed to proactively identify, assess, and mitigate risks including emerging risks to minimize uncertainties and avoid potential disruptions to the extent possible, the effectiveness of risk management process depends on the Companys ability to anticipate and assess the impact of internal and external factors. However, such processes are subject to inherent limitations, including uncertainties associated with forecasting future events.

The Senior Executives are responsible for overviewing managements processes, including the identification, assessment, and ongoing monitoring of risks associated with the Companys business operations. They also ensure the effective implementation of policies, mitigation plans and control procedures to safeguard the Company against key risks.

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:

l Estab lished corporate and business objectives achieved through the effective execution of strategies aligned with the organizations risk appetite.

l Risk e xposures are systematically identified, assessed, prioritized, and managed within acceptable levels, with ongoing monitoring of changes in the risk profile.

l Resources are acquired economically, safeguarded adequately, and deployed efficiently and effectively to support the achievement of objectives.

l Significant financial, managerial, and operational information is identified and communicated in a manner that is accurate, relevant, timely, and reliable to support informed decision-making.

l An appropriate level of compliance is maintained with internal policies, standards, and procedures, as well as applicable laws and regulations, supported by a strong control environment.

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.		www.aajtak.com/investor/RPTPolicy
	During the year under review, the policy was amended by the Board.
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.aajtak.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.		www.aajtak.com/investor/NRC-Policy
Name of the Policy		Brief Description		Web link
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\u2019s Code of Conduct or policy.		www.aajtak.com/investor/Vigil-Mechanism- 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.aajtak.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.		www.aajtak.com/investor/policy-on- determination-of-Materiality
Dividend Distribution Policy		The Policy determines the distribution of dividends in accordance with the provisions of applicable laws.		www.aajtak.com/investors/Dividend- Distribution-Policy
Business Responsibility & Sustainability Policy		The objective of this policy is to define the Company\u2019s position regarding ESG and provide the guidelines related to ESG for decision making processes.		www.aajtak.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.aajtak.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.aajtak/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.aajtak.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.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 Companys website at: www.aajtak.com/investor/Vigil-Mechanisim-Policy.

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 Companys website at https://www.aajtak.in/investor.

INTEGRATED REPORTING

Your Company is delighted to voluntarily present its 3 rd Integrated Report (IR) for the Financial Year 2025-26, 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, comprised both financial and non-financial information, is designed to empower you, our valued stakeholders, with the knowledge to better understand the Companys perspective and value creation. The same also includes 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 Companys website at https://www.aajtak.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 arms 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 2025-26 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) & 5(3) of the Companies (Appointment and Remuneration of 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 Secretarial Department at the E-mail id: investors@aajtak.com.

During the year under review, Mr. Aroon Purie and Ms. Kalli Purie Bhandal drew remuneration from Living Media India Limited, the Holding Company (LMIL) in their respective executive capacities. Mr. Aroon Purie, serving as Editor in Chief of LMIL, received remuneration amounting to 5,25,55,299/- per annum, whereas Ms. Kalli Purie Bhandal, in her role as Managing Director in LMIL,receivedremunerationamountingto5,00,00,000/- per annum. No other Director of the Company was in receipt of any remuneration or commission from holding company or any subsidiary company of the Company for the Financial Year 2025-26.

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 and material orders passed by the Regulators/ Courts/ Tribunals during the Financial Year 2025-26 which would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, with respect to Directors Responsibility Statement, it is confirmed that: l In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same; l 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, 2026 and of the profit of the Company for the year ended on that date; l 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; t he Directors have prepared the annual accounts of the Company on a going concern basis; l 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; l 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.aajtak.com/Investors/POSH. Further, the details of complaints/cases under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 are as follows: (a) Number of Sexual Harassment Complaints received in the year 2025-26: 01 (b) Number of Sexual Harassment Complaints disposed off during the year 2025-26: 01 (c) Number of Sexual Harassment Complaints pending beyond 90 days during the year 2025-26: NIL

DISCLOSURE OF COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under review, the Company remained compliant with the applicable provisions of the Maternity Benefit Act, 1961 and maintained adequate policies, systems and processes to ensure ongoing compliance therewith.

OTHER DISCLOSURES

(i) The Statutory Auditors of the Company have not reported incident related to fraud during the

Financial Year 2025-26 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 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. Further, no application was made under such Code.

(vi) Dur ing the Financial Year 2025-26 no securities the Company are suspended from trading.

(vii) The Financial Information is reported for the period April 01, 2025 to March 31, 2026. Some parts of the Non-Financial Information included in this Boards Report are provided as on the date of this Report.

ACKNOWLEDGEMENT

Your Directors takes this opportunity to place on record their deep appreciation for the continued support and contribution made by employees at all levels. Their dedication, commitment and professionalism are deeply valued and this collective team effort helped your Company in achieving the performance during the Financial Year.

Your Directors also acknowledge with thanks and extend their gratitude for the continued support received from the Government, Bankers, Financial Institutions, Members, Investors at large and other stakeholders including viewers, producers, customers, vendors and advertising agencies.

For and on behalf of the Board of Directors

Kalli Purie Bhandal	Neera Malhotra
Vice-Chairperson &	Independent Director
Managing Director	DIN: 00118387
DIN: 00105318

Place: Noida
Date: May 15, 2026