tv today network ltd Directors report

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

FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 ("Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards ("Ind AS") for the FY 2022-23. The highlights of the standalone and consolidated financial statements of the Company for the FY 2022-23 and FY 2021- 22 are as under:

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

Note:

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

PERFORMANCE

On standalone basis your Companys total income for FY 2022-23 was at Rs. 921.79 Crores. Profit before tax was Rs. 120.18 Crores as compared to Rs. 243.54 Crores in the last year. Profit after tax was Rs. 88.06 Crores as compared to Rs. 181.72 Crores during the last 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", "Good News Today" and English news channel "India Today", rapidly growing digital business and confidence reposed by its viewers and clients, the Company managed to achieve a satisfactory performance.

AAJTAK

Aaj Tak maintained its Leadership among Hindi News Channels in the new Audience Measurement System BARC {Source: BARC I HSM I 22-40 AB I 01^st Apr22 to 31^st Mar23, Rolled Data, Gross AMA in Mn}. Aaj Tak has also maintained the Pole Position across major News Breakouts and Critical News Broadcasts such as Independence and Republic Day Celebrations, Honble PM Modis Live Address at the India Today Conclave, Honble President Draupadi Murmus Election Victory and Swear-in, National Occasions and even State Level Critical Breaking News such as declaration of Eknath Shinde as Chief Minister of Maharashtra.

GOOD NEWS TODAY

Good News Today has higher reach than many of top Hindi News Channels {Source: BARC I HSM I 15+ Free Platform : Apr22 to Mar23, Avg Monthly Cume Reach} and has been ahead of many renowned News Channels - Zee News, ABP News, Zee Hindustan, Times Now Navbharat in terms of viewership {Source: BARC : HSM : 15+ Free Platform : Week 1422 to Week 1323, Avg Weekly Gross AMA000s}

INDIA TODAY TELEVISION

India Today Television has also obtained leadership positions in critical News and Events such as Honble PM Modis Live Address at the India Today Conclave, Honble FM Nirmala Sitharamans interview at our Budget Special Event and Congress Leader Rahul Gandhis Live Address post Disqualification from Lok Sabha.

TV Today Network reaches out to 259 Mn viewers each month from Apr22 to Mar23

Source: BARC I India I 2+ I 01^st Apr22 to 31^st Mar23, Monthly Cume Rch, Rolled Data.

ISHQ 104.8 FM

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

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

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

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

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

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

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

DIGITAL BUSINESS

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

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

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

TAK CHANNELS

The India Today Groups, Tak channels, were launched with the core philosophy of ‘Aapki News, Aapke Liye, Aapke Time Par. As part of this philosophy, Taks portfolio includes multiple interest-based and news- based channels. The India Today Groups 22 dedicated digital-first video-channels have a presence across 11 content genres and six languages including National News, International News, Business News, Regional News, Sports News, Crime News, Entertainment, Astrology, Fitness, Lifestyle and Literature. The social- media subscriber base of all digital-first channels grew by 11% during the last one year. Further, the digital first channels have garnered 15.2 Billion video views across social platforms. (Source: Facebook Insights, Youtube Analytics, Apr22-Mar23) and a collective fan-base of 81.6 Million (Source: YouTube Subscriber Mar23).

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

Taks and The Lallantop are the Digital First News channels of the India Today Group. The digital first brands have presence across social media platforms. Furthermore, for the Taks and Lallantop, the Company has launched the own destination platforms / websites including UP Tak (www.uptak.in). MP Tak (www.mptak. in), Mumbai Tak (www.mumbaitak.in), Sports Tak (www. thesportstak.com), Rajasthan Tak (www.rajasthantak. com), Kisan Tak (www.kisantak.in), Gujarat Tak (www.guiarattak.in), Crime Tak (www.crimetak.in) and The Lallantop (www.thelallantop.com).

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

BUSINESS TODAY DIGITAL

Business Today ("BT") has today become the countrys most renowned platform for business news and analysis. Business Today Digital (www.Businesstodav.in) reported 205% growth in Total Monthly Unique Visitors on Comscore Multiplatform-from 4.64 million in March 2022 to 14.14 million in March 2023, it has improved its Comscore Business News segment rank on Monthly Unique Visitors from No. 14^th in July22 to No. 4^th in March23. www.businesstoday.in has entered the top 5 in the business and economy category. Business Today now has a consistent userbase of over 20 million per month with page views above 36 million, as per Google Analytics data.

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

BUSINESS TODAY TELEVISION (BTTV)

Business Today Television (BTTV) has emerged as Indias fastest multi-platform business news channel that has set a new bar in the coverage of business and the economy of the worlds fifth-largest and fastest- growing economy. One of the latest innovations by the India Today Group, BTTV is part of the 30-year-old Business Today megabrand and complements the groups strategic vision for its brand to achieve leadership across ‘on stands, online, and on air.

BTTV is available on TV, web, and social media platforms including YouTube, Facebook, LinkedIn, Twitter and Instagram. The channel provides in-depth, engaging coverage including real-time breaking news, analysis, expert views, and long-form shows on a variety of topics, from the corporate world to stock markets to the macro and the new economy, as well as a variety of powerful event IPs.

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

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

DIVIDEND

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

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

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

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

GENERAL RESERVE

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

SHARE CAPITAL

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

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

DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

a RE-APPOINTMENT OF DIRECTORS

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

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

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

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

a RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

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

a KEY MANAGERIAL PERSONNEL

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

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

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

a INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the 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.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Further, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors have passed or were exempted to undertake online proficiency self-assessment test conducted by the IICA.

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

POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilising different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the Chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent. The Policy is available on the website of the Company at link https://www.aaitak.in/investor. During the financial year under review, no changes were made in the Policy.

ANNUAL EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of the Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Annual Evaluation process was completed for the financial year 2022-23. The evaluation process, procedure and outcome have been explained in the Corporate Governance Report which forms part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

BOARD MEETINGS

The Board met 4 (four) times in the financial year 202223. The period between any two consecutive meetings of the Board of Directors of the Company was not more than 120 days. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report that forms part of this Annual Report.

AUDIT COMMITTEE

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

SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As at March 31, 2023, the Company has 3 (three) subsidiary companies in terms of the provisions of the

Act, namely, T V Today Network (Business) Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited. The Company has no material subsidiary in accordance with the SEBI Listing Regulations.

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

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company, are available on Companys website at https://www.aaitak.in/investor. Audited accounts of each of its subsidiaries are not being annexed to this report. The audited financial statements of the subsidiary are available for inspection at the Companys registered office and registered office of the subsidiary Companies as well as available on the website of the Company i.e. https://www.aaitak. in/investor. The Company will provide the copy of the financial statements of its subsidiary companies to the members upon their request.

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

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND

During the year under review, the Company had transferred the unpaid/unclaimed dividend pertaining to financial year 2014-15 amounting to Rs.3,15,795/- to the Investor Education and Protection Fund ("IEPF") Account established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31,2023 on the website of the Company at link https://www.aaitak.in/investor.

Further, in terms of Section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended, the Company had transferred 5,657 equity shares pertaining to financial year 2014-15 to the demat account of Investor Education and Protection Fund Authority, details of which are uploaded on the website of the Company i.e. https://www.aaitak.in/investor/.

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

STATUTORY AUDITORS

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

AUDITORS REPORT

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s PI & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure II. The Secretarial Audit Report is selfexplanatory and does not contain any qualification, reservation or adverse remark.

COST AUDITORS

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

Further, based on the recommendations of the Audit Committee, the Board has approved the re-appointment of M/s. SKG & Co (M. No. 000418), as the Cost Auditors of the Company for the financial year 2023-24 at a remuneration of Rs.1,50,000/- plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking 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 Act.

CORPORATE SOCIAL RESPONSIBILITY

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

The Corporate Social Responsibility Policy ("CSR Policy") adopted by Board is available on the Companys website at https://aaitak.in/investor/. The Policy recognizes that corporate social responsibility is not merely compliance; it is a commitment to support initiatives that measurably improve the lives of underprivileged. The CSR activities of your Company are focused in key areas related to diversity and inclusion, community investment and environmental sustainability. The Policy also lays down the list of activities for CSR projects, programs and activities.

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

Further, during the year under review, in terms of provision of section 135 of the Act, the Board of

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

(i) Disaster Management;

(ii) Plantation of Trees;

(iii) Promoting and providing access to Education;

(iv) Livelihood enhancing projects;

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

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

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

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance forms part of the Annual Report along with the Certificate on Corporate Governance as required under SEBI Listing Regulations. The certificate issued by M/s PI & Associates, a firm of Company Secretaries in Practice for the financial year 2022-23 does not contain any qualifications, reservations or adverse remarks.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

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

RISK MANAGEMENT

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

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

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

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

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

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

• Established corporate, business strategies and objectives are achieved;

• Risk exposure is identified and adequately monitored and managed;

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

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

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

POLICIES OF THE COMPANY

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

Name of the Policy	Brief Description	Web link
Policy on Materiality of Related party Transactions and dealing with related party transactions	The policy regulates the related party transactions of the Company.	http://specials.indiatoday.com/aaitaknew/download/ Policy-on-Materiality-of-Related-Party-Transactions- and-dealing-with-Related-Party-transactions.pdf
Policy for determining material subsidiaries	The policy is used to determine the material subsidiaries and regulate the investments of Company in material subsidiaries	http://specials.indiatoday.com/aaitaknew/download/ Policy-for-determining-Material-Subsidiary.pdf
Nomination and Remuneration Policy	This policy formulates the criteria for the appointment and evaluation of directors and also the criteria for determining the remuneration of the directors, KMP, senior management personnel and other employees.	https://specials.indiatoday.com/aaitaknew/download/ Nomination-and-Remuneration-Policy.pdf
Vigil mechanism & Whistle Blower Policy	The Company has adopted a vigil mechanism & whistle blower mechanism to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct or policy.	http://specials.indiatoday.com/aaitaknew/download/ Vigil Mechanism Whistle Blower Policy.pdf
Name of the Policy	Brief Description	Web link
Corporate Social Responsibility Policy	The Company has adopted Corporate Social Responsibility Policy for Sustainable Development of the Society and to improve the quality of life of the communities through long term stakeholder value creation	http://specials.indiatoday.com/aaitaknew/download/ CSR-Policy-TVTN-Final.pdf
Policy on determination of Materiality	This policy has been framed to ensure the determination of materiality of an event/information and reporting of transactions thereof	http://specials.indiatoday.com/aaitaknew/download/ Policy-on-determination-of-Materiality.pdf
Dividend Distribution Policy	The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws.	https://specials.indiatoday.com/aaitaknew/download/ dividend-distribution-policy-tvtn.pdf
Business Responsibility & Sustainability Policy	The objective of this policy is to define the Companys position regarding ESG and provide the guidelines related to ESG for decision-making processes.	http://specials.indiatoday.com/aaitaknew/download/ BRSR-Policy-2022-23.pdf
Archival Policy	Through this policy the Company seeks to preserve and manage the records of the Company in a consistent and logical manner.	https://specials.indiatoday.com/aaitaknew/download/ ARCHIVAI POIICY.pdf
Risk Management Policy	The objective of the policy is to establish a framework for the management of risks and increase overall awareness of risks throughout the Company.	http://specials.indiatoday.com/aaitaknew/download/ Risk Management Policy.pdf
Policy for Registrar and Share Transfer Agent.	The Policy is framed to provide uniform guidelines on matters relating to dividend distribution, transfer and transmission of shares, working of the RTA and internal controls to be implemented with regard to the said matters.	https://specials.indiatoday.com/aaitaknew/download/ POLICY-FOR-REGISTRAR-AND-SHARE-TRANSFER- AGENT.pdf
Code of practices & procedures for fair disclosure of unpublished price sensitive information	This policy aims to prevent the misuse of unpublished price sensitive information within the Organization and practice of selective disclosures to the public.	https://specials.indiatoday.com/aaitaknew/download/ CodeofPracticesand-12-4-2019.pdf
Policy on Preservation of Documents	This policy establishes the framework needed for the effective records management of the Company and provides standards for classifying, managing and storing those records.	http://specials.indiatoday.com/aaitaknew/download/ Policy-on-Preservation-of-Documents.pdf

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

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

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

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No. 26 of the Notes to Accounts of the financial statements. During the financial year under review, the Company has complied with the provisions of Section 186 of the Act read with the rules made thereunder.

ANNUAL RETURN

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on materiality of Related Party Transactions and dealing with Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Companys website at https://www.aaitak.in/investor.

All related party contracts/ arrangements/ transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. During the financial year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable for the financial year 2022-23 and hence does not form part of the report.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at 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.

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

PARTICULARS OF EMPLOYEES

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

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

During the year under review, except, Mr. Aroon Purie who drew remuneration of Rs.4,25,99,065 /- per annum from Living Media India Limited in the capacity of Editor in Chief in Living Media India Limited, Holding Company of the Company, no other Director of the Company was in receipt of any remuneration or commission from any holding company or subsidiary company of the Company for the Financial Year 2022-23.

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

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

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

There were no significant material orders passed by the Regulators/ Courts/ Tribunals during the financial year 2022-23 which would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

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

• in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

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

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

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

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

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

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding Sexual Harassment. The policy and the Internal Complaints Committee is announced to all staff and is available on the internal portal and is also disclosed on the website of the Company at: http:// specials.indiatodav.com/aaitaknew/download/ prevention-of-sexual-harassment-policy-2021.pdf.

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

OTHER DISCLOSURES

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

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

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

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

ACKNOWLEDGMENT

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

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

For and on behalf of the Board of Directors
	Aroon Purie
	Chairman & Whole-time Director
	DIN:00002794
	Address: 6, Palam Marg,
Place: Noida	Vasant Vihar,
Date: May 16, 2023	New Delhi - 110057