Raj Television Network Ltd

The Board of Directors of the Company is pleased to present the Thirty-First (31^st) Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 ("FY 2024-25" or "FY25").

The financial highlights for the years ended March 31, 2025 and March 31, 2024 are summarised below:

Previous Year figures have been re-grouped/re-arranged wherever necessary.

Raj Television Network Limited stands as one of India's pre - eminent broadcasters, operating a wide bouquet of satellite television channels across five major Indian languages Tamil, Telugu, Kannada, Malayalam, and Hindi, with an extensive and loyal audience footprint across the globe. The Network has witnessed a consistent rise in viewership, with several of its channels ranking amongst the most-watched in the country. The Company continues to create original programming as well as strategically acquire content rights, thereby strengthening its position in an intensely competitive environment shaped by evolving consumer preferences and the regulatory framework governing channel distribution through cable operators.

In response to these dynamics, the Company remains steadfast in its pursuit of diversified revenue opportunities, placing significant emphasis on regional market consolidation while simultaneously exploring emerging digital and non-traditional platforms to unlock additional growth avenues.

Today, Raj Television Network Limited is firmly entrenched as a trusted name in the Tamil broadcasting space in South India. The Network presently operates 14 channels and holds 14 broadcasting licenses across multiple languages and genres, underpinned by its own uplinking station and exclusive transponder facility. Its broadcast footprint extends not only across India but also reaches viewers in Southeast Asia and the Middle East, reflecting the truly international resonance of its content. The Board of Directors, after considering the internal financial control framework, compliance mechanisms, and the scope of work carried out by the Statutory, Internal, and Secretarial Auditors, together with the oversight of the Audit Committee, is of the considered view that the Company's internal financial controls remained robust, effective, and reliable throughout the Financial Year 2024-25.

During the year under review, the Company recorded a standalone turnover of Rs.12,58,205.62 (in thousands) for the financial year ended March 31, 2025, as compared to Rs.10,64,597.47 (in thousands) in the previous year ended March 31, 2024. The Company reported a Loss Before Tax of Rs.247,568.14 (in thousands) as against a Profit Before Tax of Rs.12,038.47 (in thousands) in the preceding year. Correspondingly, the Loss After Tax stood at Rs.210,128.65 (in thousands) as against a Profit After Tax of Rs.8,057.55 (in thousands) during the previous financial year.

Pursuant to the Order dated May 30, 2024 issued by the Hon'ble National Company Law Tribunal, Division Bench-I, Chennai, the Company settled the long-standing matter relating to the satellite service agreement between M/s. Thaicom Public Company Limited and M/s. Raj Television Network Limited. The outstanding liability of Rs.9,67,38,344/- was discharged on May 30, 2024, after deduction of Tax Deducted at Source (TDS) amounting to Rs.96,37,286/-. The net balance of Rs.8,71,01,058/- was accordingly paid in full and final settlement of the aforesaid matter.

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

The Board of Directors ("the Board"), after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2024-25. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (LODR) Regulations, 2015, is available on the Company's website at www.rajtvnet.in.

During the year, there were no changes in the capital structure of the Company. The paid-up Equity share capital of the Company as on March 31, 2025 is Rs. 25,95,66,720/- consisting of 5,19,13,344 Equity Shares of Rs. 5/- each.

Highlights of the Company's operations and state of affairs for the financial year 2024-25 are included in the Management Discussion and Analysis Report, capturing the Company's performance, industry trends and other material changes with respect to the Company, wherever applicable and the same forms part of this Annual Report.

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

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

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

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

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

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

During the year under review, all contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm's length basis. During FY 2024-25, on a quarterly basis, the Audit Committee has reviewed the related party transactions vis-a-vis the omnibus approval(s) accorded by it. There was no material related party transaction, involving payment made to related party with respect to brand usage/royalty, requiring approval of the shareholders during FY 2024-25.

Furthermore, there was no contract/arrangement with related parties referred to in sub- section (1) of Section 188 of the Act, which required Board's approval and hence the disclosure of RPT in Form AOC-2 is not applicable to the Company and does not form part of this report.

Related Party Transactions entered during FY 2024- 25 were in compliance with the Act, the SEBI (LODR) Regulations, 2015, details whereof are disclosed in the section ‘Notes to the financial statements' forming part of this Annual Report. The Policy on Related Party Transactions, as formulated by the Board is available on the Company's website at www.raitvnet.in.

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

Corporate Social Responsibility (CSR) activities are a part of the system of the Company. The provisions of Section 135 and Schedule VII of the Act, became applicable from April 1, 2019 and thereafter the Company constituted a CSR Committee. The brief outline of the CSR policy approved by the Board is available on the Company's website at www.raitvnet.in. However, the Company does not fall under the purview of the provisions of Section 135 of the Act, and the Rules framed thereunder with effect from April 1, 2024. The Company does not have any unspent CSR amount pertaining to the previous three Financial Years immediately preceding the Financial Year under review.

As of March 31, 2025, Out of 10 (Ten) Directors, 1 (one) is Promoter & Managing Director (Chairman), 3 (Three) are Promoters & Whole-Time Directors, 1 (One) is Non-Executive Non-Independent Director - Woman Director and 5 (Five) are Non-Executive Independent Directors including 01 (one) Woman Independent Director.

The details of the Board and Committees composition, Directors' tenure, and other information are available in the Corporate Governance Report, which forms part of this Annual Report. In compliance with the SEBI (LODR) Regulations, 2015, the Board has identified the Directors' core skills, expertise, and competencies relevant to the Company's business for effective governance. Details of the Board's key skills, expertise, and core competencies are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the following changes took place in the Directorships:

The following Directors are seeking re-appointment, subject to the approval of the shareholders at the ensuing AGM.

• Mr. M. Raajhendhran (DIN: 00821144) as Chairman and Managing Director of the Company for a further period of Five (5) years commencing from April 01, 2026 to March 31, 2031, as his current term is due to expire on March 31, 2026.

• Mr. M. Rajarathnam (DIN: 00839174) as Whole-Time Director of the Company for a further period of Five (5) years commencing from April 01, 2026 to March 31, 2031, as his current term is due to expire on March 31, 2026.

• Mr. M. Ravindran (DIN: 00662830) as Whole-Time Director of the Company for a further period of Five (5) years commencing from April 01, 2026 to March 31, 2031, as his current term is due to expire on March 31, 2026.

• Mr. Kannappa Pillai Mani Ragunathan (DIN: 00662769) as Whole-Time Director of the Company for a further period of Five (5) years commencing from April 01, 2026 to March 31, 2031, as his current term is due to expire on March 31, 2026.

• Dr. Mohan Kameswaran (DIN: 00562832) Independent Director ceased to hold the office due to retirement on completion of his second term with effect from the closing hours of September 26, 2024 pursuant to the provisions of Section 149(11) of the Act.

• Mrs. Nidavanur Subbarama Naidu Prema (DIN: 10198873) has resigned as an Independent Director of the Company, with effect from May 14, 2025.

• Mr. Venkateswaran Sambamurthy (DIN: 06988766) has been re-appointed as an Independent Director for a second term of Five (5) years with effect from September 27, 2024.

• Mr. Subramanian Sivakumar (DIN: 01692816) has been appointed as a Non-Executive Independent Director of the Company who shall hold office for a period of five (5) consecutive years with effect from October 14 , 2024.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder, and the Articles of Association of your Company, Mrs. R Vijayalakshmi (DIN: 00716224) is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

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

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

There has been no change in the circumstances affecting their status as independent directors of the Company. Further, in terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, Independent Directors have also confirmed that they are not aware of any circumstances or situations, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any internal/ external influence.

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Board's functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

At the Board meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

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

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

In pursuance of Section 134(5) of the Act, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

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

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a ‘going concern' basis;

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

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

In terms of Section 2(51) and 203 of the Act, Mr. Raajhendhran M, Chairman and Managing Director, Mr. Rajaratnam M, Whole-Time Director, Mr. Ravindran M, Whole-Time Director, Mr. Ragunathan M, Whole-Time Director, Mr. S Jeyaseelan, Chief Financial Officer as on March 31, 2025. Ms. Namratha K, resigned from the office of the Company Secretary and Compliance Officer, w.e.f. February 27, 2025.

Further, at the Board meeting held on April 18, 2025, Ms. Priyanka Mudaliyar was appointed as Company Secretary and Compliance Officer of the Company w.e.f. April 18, 2025.

Five meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

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

The Independent Directors met on March 18, 2025, without the attendance of Non-Independent Directors and members of the management.

The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

M/s Naresh & Co. (FRN: 011293S), Chartered Accountants, were re-appointed as the Statutory Auditors of the Company at the 28^th Annual General Meeting of the Company held on September 30, 2022 for a further period of five (5) years to hold office up to the conclusion of 33^rd Annual General Meeting.

Representative of M/s. Naresh & Co., Statutory Auditors of the Company attended the previous 30^th AGM of the Company held on September 30, 2024. The Notes to the financial statements referred in the Auditors' Report are self-explanatory, which is enclosed with the financial statements forming part of this Annual Report.

M/s. Raja & Associates, Practising Company Secretaries, Chennai, represented by Mr. R R Raja, Company Secretary in Practice, were appointed to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Act, and rules made thereunder and Regulation 24A of the SEBI (LODR) Regulations, 2015. The secretarial audit report for the financial year ended March 31, 2025, forms part of this report as Annexure- I and does not contain any qualification, reservation or adverse remarks.

Further, pursuant to Regulation 24A of SEBI (LODR) Regulations 2015, the Board of Directors, based on recommendation of the Audit Committee, has recommended to the shareholders for approval, the appointment of M/s. B B & Co., Practising Company Secretaries (Firm Registration Number S2018TN598700), as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from FY 2025-26 to FY 2029-30. The resolution seeking approval of Members forms part of the Notice of AGM.

During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

During the year under review, in accordance with Section 148(1) of the Act, the Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s S Subashini & Co., Cost Accountants, Chennai (Firm Registration Number: 100482 and membership number 22904) Cost Auditors of the Company for FY 2024-25.

The Board has appointed M/s. S V M & Co., Cost Accountants (Firm Registration Number: 000536), as Cost Auditors of the Company to conduct cost audit for the FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2026 is provided in the Notice of this AGM. The cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by the Company.

M/s Parthasarathy P & Co, Chartered Accountants (Firm Registration Number: 021599S), were appointed as the Internal Auditors of the Company for the Financial Year 2024-25.

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

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

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

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

The annual return as on March 31, 2025 is available on the Company's website at www.rajtvnet.in.

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited.

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

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

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

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

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

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

The Nomination and Remuneration Policy (‘NRC Policy') is in place laying down the role of Nomination and Remuneration Committee (NRC), criteria of appointment, qualifications, term/tenure etc. of Executive Directors & Independent Directors, annual performance evaluation, remuneration of Executive Directors, Non- Executive/Independent Directors, Key Managerial Personnel & Senior Management, and criteria to determine qualifications, positive attributes & independence of Director. The NRC policy is available on the Company's website at www.raitvnet.in.

Code of Conduct ("Code") to regulate, monitor and report trading in the Company's shares by the Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers the Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes Code for Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, which has been made available on the Company's website at www.rajtvnet.in.

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended March 31, 2025 is annexed to and forms part of the Corporate Governance Report appended to this Annual Report.

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

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

The Company has implemented a formal policy on prevention of sexual harassment to uphold and promote the dignity of the women and all individuals at the workplace. The policy demonstrates our zero-tolerance stance towards all forms of unwelcome behaviour classified as sexual harassment.

Further, adequate awareness programmes were also conducted for the employees of the Company.

During the year 2024-25, there were no complaints.

During the year under review, the Company has ensured full compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to upholding the rights and welfare of its female employees by providing all statutory maternity benefits, including paid leave, job protection, and other entitlements as mandated under the Act.

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

As required under SEBI (Substantial Acquisition and Takeover) Regulations, 2011 the Promoters, Promoter Group and the Persons acting in concert representing Promoters and promoter Group has not pledged shares as on March 31, 2025.

The Company had 217 employees as of March 31, 2025, comprising 187 male and 30 female employees. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to redressal@raitvnet.in. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing AGM.

The Company had filed a Joint Memo dated May 09, 2024 with the National Company Law Tribunal (NCLT), Division Bench-I, Chennai for a mutual settlement with M/s. Thaicom Public Company Limited in the insolvency case filed against the Company. In the said Joint Memo, the Company agreed to pay a sum of USD 11,38,086.23 as a full and final settlement. Pursuant to the terms and conditions of the settlement Memo and directions of the National Company Law Tribunal (NCLT), Division Bench-I, Chennai, sum of USD 11,38,086.23 equivalent to INR 9,67,38,344/- was paid to M/s. Thaicom Public Company Limited.

The insolvency petition filed by M/s Thaicom Public Limited Company has been withdrawn and the order of dismissal, dated May 30, 2024, issued by the National Company Law Tribunal (NCLT), Division Bench-I, Chennai has been received by both the parties.

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

Pursuant to Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends, if not claimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company, are liable to be transferred to IEPF. Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

During the year under review, no amount of the Unclaimed/ Unpaid Dividend and any such share in the Company, was due to be transferred to the IEPF Authority.

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

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

During the year under review:

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

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

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

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

• No Revision of Financial Statements and Directors' Report of the Company.

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

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