DEAR MEMBERS,
The Board of Directors of the Company are pleased to present the Thirty-Second (32nd)
Annual Report along with the Audited Financial Statements of the Company for the Financial
Year ended March 31, 2026 ("FY 2025-26" or "FY26").
FINANCIAL HIGHLIGHTS
The Audited Financial Statements of the Company as on March 31, 2026, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS")
and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations, 2015")
and the provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
( In 000's)
Particulars |
For the year ended March 31, 2026 |
For the year ended March 31, 2025 |
| Revenue from Operations |
700,452.07 |
12,58,205.62 |
| Other Income |
5,979.08 |
2,430.52 |
| Less : Total Expenses |
659,329.81 |
14,55,335.22 |
| Total Revenue |
706,431.15 |
12,60,636.13 |
| Profit/(Loss) before Interest,Depreciation & Amortization and Tax |
47,101.34 |
(1,94,699.08) |
| Interest |
27,518.38 |
37829.76 |
| Profit/(Loss) before Depreciation and Tax (PBDT) |
19,582.95 |
(2,32,528.85) |
| Depreciation & Amortization |
7,979.53 |
15,039.29.00 |
| Profit/(Loss) Before Tax (PBT) |
11,603.42 |
(247,568.14) |
| Provision for taxation |
3,691.05 |
(37,439.49) |
| Profit/(Loss) After tax(PAT) for the year |
7,912.38 |
(210,128.65) |
| Add: Brought forward from previous year |
63,689.72 |
2,73,817.36 |
| Add/Less: Other Comprehensive Income for the year |
0.00 |
0.00 |
| Less: Dividend on equity shares (incl. Taxes) |
0.00 |
0.00 |
| Retained Earnings |
71,603.09 |
63,689.72 |
| Earnings Per Share ( Face Value 5/- ) |
|
|
| 1. Basic |
0.15 |
(4.05) |
| 2. Diluted |
0.15 |
(4.05) |
1. There are no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year and the date of this
report.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
3. There has been no change in nature of business of the Company.
BUSINESS OVERVIEW, OVERALL PERFORMANCE AND OUTLOOK
Raj Television Network Limited continues to strengthen its position as one of India's
leading regional media and entertainment broadcasters, with a diversified portfolio of
satellite television channels catering to audiences across five major Indian languages-
Tamil, Telugu, Kannada, Malayalam, and Hindi. Backed by a rich and extensive content
library, the Company remains committed to delivering high-quality, culturally relevant,
and engaging programming to millions of viewers across India and key international
markets, including Southeast Asia and the Middle East. During the Financial Year 2025-26,
the Company demonstrated notable operational resilience and financial discipline amidst an
evolving media landscape characterized by rapid digital transformation, changing consumer
preferences, and increasing competition from over-the-top (OTT) and digital content
platforms. Through a balanced strategy of original content creation, prudent acquisition
of broadcasting rights, optimization of operating costs, and strengthening of distribution
channels, the Company successfully enhanced its market presence and operational
efficiency. The Company currently operates a portfolio of 14 television channels spanning
multiple genres, including general entertainment, news, music, movies, comedy, and
family-oriented programming, supported by its own uplinking infrastructure and exclusive
transponder facility. Its robust distribution network across Cable Television Networks,
Direct-to-Home (DTH) platforms, and digital ecosystems continues to provide extensive
audience reach and reinforce the Company's position as a trusted regional broadcaster.
FINANCIAL PERFORMANCE
During the year under review, the Company recorded a standalone total revenue of
706,431.15 thousand for the financial year ended March 31, 2026, as compared to
1,260,636.14 thousand for the previous financial year ended March 31, 2025. While the
overall revenue moderated during the year, the Company achieved a significant improvement
in its operational and financial performance through focused cost optimisation
initiatives, enhanced operational efficiencies, and prudent financial management. The
Company reported a Profit before Tax (PBT) of 11,603.42 thousand for the financial year
ended March 31, 2026, as against a Loss Before Tax of
247,568.13 thousand during the previous financial year. Correspondingly, the Profit
After Tax (PAT) stood at
7,912.38 thousand, compared to a Loss after Tax of
210,128.65 thousand in the preceding financial year. The return to profitability
reflects the effectiveness of the Company's strategic initiatives, disciplined cost
management measures, and its continued focus on strengthening operational performance and
creating sustainable long-term value for its stakeholders.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to the General
Reserves.
DIVIDEND
The Board of Directors ("the Board"), after considering the relevant
circumstances, has decided not to recommend any dividend for the FY 2025-26. The Dividend
Distribution
Policy, in terms of Regulation 43A of the SEBI (LODR)
Regulations, 2015, is available on the Company's website at www.rajtvnet.in.
SHARE CAPITAL
During the year, there were no changes in the capital structure of the Company. The
paid-up equity share capital of the Company as on March 31, 2026 is 25,95,66,720/-
consisting of 5,19,13,344 Equity Shares of 5/- each.
OPERATIONS
Highlights of the Company's operations and state of affairs for the financial year
2025-26 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.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the balance sheet.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of financial year to which this financial statements
relate to and the date of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The report on Corporate Governance and Management Discussion & Analysis Report,
which forms an integral part of this Report, is annexed to this report. The Company has
complied with the conditions relating to Corporate Governance as stipulated in terms of
SEBI (LODR) Regulations, 2015.
The Certificate obtained from the Practising Company Secretary relating to the above is
annexed and forms a part of this report.
CREDIT RATING
The Company has obtained Credit Rating for the debt instruments/ facilities of the
Company from India Ratings and Research Private Limited, the detailed which is provided in
the Corporate Governance Report appended to this Annual Report.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The details in respect of internal financial controls and its adequacy are included in
the Management Discussion and Analysis Report, which forms part of this Annual Report.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
There are no Companies which have become or ceased to be the subsidiaries, Joint
Ventures or Associate Companies of the Company during the year under review. During the
year under review and as on date of this report, there are no material subsidiaries of the
Company and hence the requirement of Consolidated Accounts is not applicable to the
Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all contracts/ arrangements/ transactions entered by the
Company during the financial year with related parties were in its ordinary course of
business and on an arm's length basis.
During FY 2025- 26, on a quarterly basis, the Audit Committee has reviewed the related
party transactions visa-vis the omnibus approval(s) accorded by it. There was no material
related party transaction, involving payment made to related party with respect to brand
usage/royalty, requiring approval of the members during FY 2025- 26. Furthermore, there
was no contract/arrangement with related parties referred to in sub- section (1) of
Section 188 of the Act, which required Board's approval and hence the disclosure of RPT in
Form AOC-2 is not applicable to the Company. Related Party Transactions entered during FY
2025- 26 were in compliance with the Act, the SEBI (LODR) Regulations, 2015, details
whereof are disclosed in the section 'Notes to the nancial statements' forming part of
this Annual Report. The Policy on Related Party Transactions, as formulated by the Board
is available on the Company's website at www.rajtvnet.in.
RISK MANAGEMENT
Pursuant to the SEBI (LODR) Regulations, 2015, the Company has established well-defined
operational processes to ensure timely identification and mitigation of risks. The
operating management team is responsible for recognizing operational and process risks and
implementing appropriate mitigation measures. Key strategic and business risks are
identified and managed directly by the Management. The Company continues to strengthen its
Risk Management Framework, which is periodically reviewed by the Audit Committee. The
Audit Committee engages in focused discussions with the Management to identify, assess,
and prioritize strategic and operational risks, formulate appropriate mitigation
strategies, and monitor the progress of risk management initiatives. The Company firmly
believes that effective risk management contributes to sustainable value creation and
improved returns. Its approach involves continuous monitoring and periodical review of
potential risks, supported by proactive mitigation measures. The Risk Management Framework
was reviewed by the Board of Directors and the Audit Committee during the financial year
under review.
COMPLIANCE MANAGEMENT MECHANISM
The Company has deployed a Statutory Compliance Mechanism providing guidance on broad
categories of applicable laws and process for monitoring compliance. In furtherance to
this, the Company has instituted an online compliance management system within the
organization to monitor compliances and provide update to the senior management on a
periodic basis. The Audit Committee and the Board periodically monitor the status of
compliances with applicable laws.
BOARD POLICIES
Pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015, the
Company has formulated and adopted various policies, as approved by the Board of
Directors. The said policies are available on the website of the Company at
www.rajtvnet.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) activities are a part of the system of the
Company. The provisions of Section 135 and Schedule VII of the Act, became applicable from
April
1, 2019 and thereafter the Company constituted a CSR Committee. The brief outline of
the CSR policy approved by the Board is available on the Company's website at
www.rajtvnet.in. However, the Company does not fall under the purview of the provisions of
Section 135 of the Act, and the Rules framed thereunder. The Company does not have any
unspent CSR amount pertaining to the previous three Financial Years immediately preceding
the Financial Year under review.
DIRECTORS
As of March 31, 2026, Out of 10 (Ten) Directors, 1 (one) is Promoter & Managing
Director (Chairman), 3 (Three) are Promoters & Whole-Time Directors, 1 (One) is
Non-Executive Non-Independent Director- Woman Director and 5 (Five) are Non-Executive
Independent Directors including 01 (one) Woman Independent Director.
The details of the Board and its Committees composition,
Directors' tenure, and other information are available in the
Corporate Governance Report, which forms part of this Annual Report. In compliance with
the SEBI (LODR)
Regulations, 2015, the Board has identified the Directors' core skills, expertise, and
competencies relevant to the
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.
APPOINTMENT/ RE-APPOINTMENT/ CESSATION/ CHANGE IN DESIGNATION OF DIRECTORS
RE-APPOINTMENT OF DIRECTORS
-Mrs. Bharathi Sridhar (DIN: 09354983) Non-Executive and Independent Director of the
Company is seeking reappointment for the second term for a further period of Five (5)
years commencing from April 01, 2027 to March 31, 2032, as her current term is due to
expire on March 31, 2027, subject to the approval of the members at the ensuing AGM.
-The Members of the Company, at the 31st Annual General Meeting held on September 30,
2025, approved the re-appointment of the following Directors for a further term of five
(5) consecutive years, commencing from April 1, 2026 and ending on March 31, 2031, in
accordance with the applicable provisions of the Act and the rules made thereunder:
-Mr. M. Raajhendhran (DIN: 00821144) as Chairman and Managing Director; -Mr. M.
Rajarathnam (DIN: 00839174) as Whole-Time Director; -Mr. M. Ravindran (DIN: 00662830) as
Whole-Time Director; and -Mr. Kannappa Pillai Mani Ragunathan (DIN: 00662769) as
Whole-Time Director.
INDEPENDENT DIRECTORS
-Mr. Pechimuthu Udayakumar (DIN: 03353625) was appointed as an Additional Director
(Non-Executive and Independent) on the Board of the Company w.e.f. October 18, 2025, for a
first term of five years. His appointment was approved by the members vide a Special
Resolution passed through Postal Ballot on December 04, 2025. -Mr. Krishna Singh Balaji
Singh (DIN: 11121323) was appointed as an Additional Director (Non-Executive and
Independent) on the Board of the Company w.e.f. October 18, 2025, for a first term of five
years. His appointment was approved by the members vide a Special Resolution passed
through Postal Ballot on December 04, 2025. -Mrs. Nidavanur Subbarama Naidu Prema (DIN:
10198873) has resigned as an Independent Director of the Company, with effect from May 14,
2025.
-Mr. Subramaniam Muthiah Balaji (DIN: 02478761) has resigned as an Independent Director
of the Company, with effect from October 22, 2025.
RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder, and the Articles of Association of the Company, Mr. Kannappa Pillai Mani
Ragunathan (DIN: 00662769) as Whole-Time Director is liable to retire by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment.
CONFIRMATION BY THE COMPANY
None of the Company's directors are disqualified from being appointed as a director as
specified in Section 164 (2) of the Act.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting
their status as independent directors of the Company. Further, in terms of Regulation
25(8) of the SEBI (LODR) Regulations, 2015, Independent
Directors have also con rmed that they are not aware of any circumstances or
situations, which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any internal/ external in uence.
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance as well as that of
its Committees and Individual Directors, including the Chairperson of the Board for the FY
2025-26. A detailed Board effectiveness assessment questionnaire was prepared in
accordance with the criteria outlined in the SEBI's 'Guidance Note on Board Evaluation'
and was approved by the NRC. The results of the evaluation confirmed high level of
commitment and engagement of the Board, its various committees and Individual Directors.
The recommendations arising from the evaluation process were discussed at the Independent
Directors' meeting held on February 11, 2026, and also at the Board meeting held on
February 11, 2026 and May 12, 2026. The suggestions were considered by the Board to
optimize the effectiveness and functioning of the Board and its Committees.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has a practice of conducting structured induction and familiarization
programme of the independent directors as detailed in the Corporate Governance Report
which forms part of the Annual Report.
SUCCESSION PLAN
The Company has an effective mechanism for succession planning which focuses on orderly
succession of Directors, Key Management Personnel and Senior Management. The Nomination
and Remuneration Committee oversees and implements the succession planning mechanism in
concurrence with the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of Section 134(5) of the Act, the Directors hereby confirm that: a. In the
preparation of the annual accounts, the applicable accounting standards read with
requirements set out under Schedule III to the Act, had been followed and there are no
material departures from the same;
b. the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of
the Company for the year ended on March 31, 2026;
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a
'going concern' basis;
e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL ("KMP")
As on the date of this report, following are the Key
Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of
the Act: Mr. Raajhendhran M, Chairman and Managing Director, Mr. Sanjay Pugalia,
Whole-time Director, Mr. Rajaratnam M, Whole-Time Director, Mr. Ravindran M, Whole-Time
Director, Mr. Ragunathan M, Whole-Time Director, Mr. S Jeyaseelan, Chief Financial
Officer, Ms.Priyanka Mudaliyar, Secretary and Compliance Officer, w.e.f. April 18, 2025.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 (six) times during the year under review. The intervening gap between
the meetings did not exceed 120 days, as prescribed under the Act and the SEBI (LODR)
Regulations, 2015. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
The details pertaining to the composition of the various Committees of the Board of
Directors are included in the Corporate Governance Report, which forms part of this
report.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on February 11, 2026, without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
AUDIT REPORTS AND AUDITORS
STATUTORY AUDITORS & AUDITORS' REPORT
M/s Naresh & Co. (FRN: 011293S), Chartered Accountants, were re-appointed as the
Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held
on September 30, 2022 for a further period of five (5) years to hold office up to the
conclusion of 33rd Annual General Meeting. Representative of M/s. Naresh & Co.,
Statutory Auditors of the Company attended the previous 31st AGM of the Company
held on September 30, 2025. The Statutory Auditors have expressed their unmodified opinion
on the Standalone Financial Statements, and their reports do not contain any
qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial
statements referred in the Auditors' Report are self-explanatory, which is enclosed with
the financial statements forming part of this Annual Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, read with the rule made thereunder and Regulation
24A of the SEBI (LODR) Regulations, 2015, M/s. B B & Co., Practising Company
Secretaries (Firm Registration Number S2018TN598700) were appointed as a Secretarial
Auditor to undertake the Secretarial Audit of the Company for the first term of five
consecutive years from financial year 2025-26 to financial year 2029-30. The Secretarial
Auditor has confirmed that he is not disqualified to continue as the Secretarial Auditor
and is eligible to hold office as Secretarial Auditor of the Company. The Secretarial
Audit Report for the year under review is provided as Annexure-I of this report.
STATUTORY AND SECRETARIAL AUDITORS'
OBSERVATIONS
During the year under review, the Statutory Auditors and Secretarial Auditor of the
Company have not reported any instances of fraud committed in the Company by
Company's officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.
Management Reply on Compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015:
During the year under review, two Independent Directors, Mrs. Nidavanur Subbarama Naidu
Prema (DIN: 10198873) and Mr. Subramaniam Muthiah Balaji (DIN: 02478761), resigned from
the Board with effect from May 14, 2025 and October 22, 2025, respectively, for the
reasons stated in their respective resignation letters. The Company has obtained
confirmation from both the Directors that there were no other material reasons for their
resignation. As the Company is engaged in the telecasting and broadcasting business, the
appointments are subject to the applicable clearances under the guidelines of the Ministry
of Information and Broadcasting and Ministry of Home Affairs. The Company has initiated
immediately the requisite clearance process and is taking all necessary steps to ensure
compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015, at the earliest.
Subsequently, upon clearance from Ministry of Information and Broadcasting and Ministry of
Home Affairs for prior approval of Appointment of Director, Mr. Pechimuthu Udayakumar
(DIN: 03353625) and Mr. Krishna Singh Balaji Singh (DIN: 11121323) were appointed as
Non-Executive Independent Directors with effect from October 18, 2025, for a first term of
five years, and their appointments were approved by the Members through Postal Ballot on
December 04, 2025.
COST RECORDS AND COST AUDITORS
The Board has re-appointed M/s. S V M & Co., Cost Accountants (Firm Registration
Number: 000536) as the
Cost Auditors of the Company to conduct the audit of cost records for FY 2026-27. A
resolution seeking the approval of the members for ratification of the remuneration
payable to the Cost Auditors for FY 2026-27 forms part of the Notice of the ensuing AGM.
During the year under review, the Company has duly prepared and maintained the cost
accounts and cost records as required under Section 148(1) of the Companies Act, 2013. The
cost records for FY 2025-26 were audited by the Company's Cost Auditors.
INTERNAL AUDITORS
M/s Parthasarathy P & Co, Chartered Accountants (Firm Registration Number:
021599S), were appointed as the Internal Auditors of the Company for the Financial Year
2025-26.
DISCLOSURES
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relevant disclosures are given below:
1. CONSERVATION OF ENERGY
The Company, primarily engaged in Satellite Television Broadcasting operations, is not
an energy-intensive unit, therefore, the use of alternate energy sources may not be
feasible. Nonetheless, consistent efforts are undertaken to conserve energy, including the
evaluation of various methods to optimize energy consumption. While the disclosure
requirements under Section 134(3)(m) of the Act, are not applicable.
2. TECHNOLOGY ABSORPTION
The Company is conscious of implementation of latest technologies in key working areas.
Technology is ever- changing and employees of the Company are made aware of the latest
working techniques and technologies. The Company endeavours to leverage technology in
order to conduct business in sustainable manner. The Company is not engaged in
manufacturing activities, therefore, certain disclosures on technology absorption and
conservation of energy etc. are not applicable. During the year, there has been no
expenditure on Research and Development.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO
(In )
Particulars |
For the year ended March 31, 2026 |
For the year ended March 31, 2025 |
| Expenditure in foreign exchange Transponder Hire Charges |
44,476.04 |
97,98,8735 |
| Earnings in foreign exchange Export of TV Programme |
64,037.28 |
66,45,5452 |
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
During the Financial Year under review, the Company has not granted any loans or
guarantees or any security in connection with any loan to any other body corporate or
person covered under the provisions of Section 186 of the Act.
ANNUAL RETURNS
The annual return as on March 31, 2026 is available on the Company's website at
http://www.rajtvnet.in/Home/AnnualReturns
LISTING ON STOCK EXCHANGES
The Company's shares are listed on BSE Limited and the
National Stock Exchange of India Limited.
COMPLIANCE CERTIFICATE
In terms of Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Compliance
Certificate to the Board on financial reporting and internal controls, as mentioned under
Part B of Schedule II, the Certificate from Managing Director and the Chief Financial
Officer of the Company has been given to the Board.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors state that the Company has complied with the Secretarial
Standards issued by the Institute of Company Secretaries of India on Meetings of the Board
of Directors (SS-1) and General Meetings (SS-2), to the extent applicable to the Company.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the year under review, there was no instance of any one-time settlement for
reporting details vis-?-vis valuation with the banks or financial institutions.
MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF
THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY
Nil
CYBER SECURITY
In view of the increased cyber-attack scenarios, the cyber security maturity is
reviewed periodically, and the processes, technology controls are being enhanced in line
with the threat scenarios. The Company's technology environment is enabled with real time
security monitoring with requisite controls.
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success.
The Board has adopted the Board Diversity Policy which sets out the approach to the
diversity of the Board of Directors. The said Policy is available on the Company's website
at www.rajtvnet.in.
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Policy ('NRC Policy') is in place laying down the role
of Nomination and Remuneration Committee (NRC), criteria of appointment, quali cations,
term/tenure etc. of Executive Directors &
Independent Directors, annual performance evaluation, remuneration of Executive
Directors, Non-Executive/ Independent Directors, Key Managerial Personnel & Senior
Management, and criteria to determine quali cations, positive attributes &
independence of Director. The NRC policy is available on the Company's website at
www.rajtvnet.in.
CODE FOR PREVENTION OF INSIDER TRADING
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. Employees of the Company undergo mandatory training on this PIT Code to sensitize
themselves and strengthen their awareness. Further, it also includes Code for Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, which has
been made available on the Company's website at www.rajtvnet.in.
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY
Pursuant to Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 the
declaration signed by the Managing Director affirming the compliance of Code of Conduct by
the Directors and Senior Management Personnel for the financial year ended March 31, 2026
is annexed to and forms part of the Corporate Governance Report appended to this Annual
Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for employees, Directors and stakeholders in confirmity with the provisions of
Section 177(9) of the Act, and Regulation 22 of the SEBI (LODR) Regulations, 2015, to
report concerns about unethical behaviour. This Policy is available on the Company's
website at www.rajtvnet.in.
CODE OF BUSINESS CONDUCT AND ETHICS
The Code of Business Conduct and Ethics for Members of the Board and senior management
personnel (the Code) has been approved by the Board. The Code is available on the
Company's website at www.rajtvnet.in.
PREVENTION OF SEXUAL HARASSMENT (POSH)
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, the Company has laid
down a Prevention of Sexual Harassment ("POSH")
Policy and has constituted Internal Complaints Committees
("ICC") at all relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICC include external members with relevant
experience. The ICs, presided by senior women, conduct the investigations and make
decisions at the respective locations. The Company has zero tolerance on sexual harassment
at the workplace. The ICC also work extensively on creating awareness on relevance of
sexual harassment issues, including while working remotely. The employees are required to
undergo mandatory training/ certification on POSH to sensitize themselves and strengthen
their awareness. Employees of the Company undergo mandatory training to sensitize
themselves and strengthen their awareness.
| Number of complaints received during FY26 |
NIL |
| Number of complaints resolved as on March 31, 2026 |
NIL |
| Number of complaints not resolved as on March 31, 2026 |
NIL |
| Number of pending complaints as at March 31, 2026 |
NIL |
During the year 2025-26, there were no complaints.
THE CODE ON SOCIAL SECURITY, 2020- STATEMENT ON MATERNITY BENEFIT COMPLIANCE
The Company is in compliance with the applicable provisions relating to maternity
benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security,
2020.
SHAREHOLDING OF DIRECTORS/PROMOTERS
The Managing Director and other Whole-Time Directors along with their spouse and
dependent children constituting promoters and Promoter group hold more than two percent of
the equity shares of the Company in their individual capacity. Independent Directors do
not hold any share in the Company.
PLEDGING OF THE SHARES BY THE PROMOTERS
As required under SEBI (Substantial Acquisition and Takeover) Regulations, 2011 the
Promoters, Promoter Group and the Persons acting in concert representing Promoters and
promoter Group has not pledged shares as on March 31, 2026.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company had 197 employees as on March 31, 2026, comprising 167 male and 30 female
employees. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement showing the names of the top ten employees in terms of remuneration
drawn and names and other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules, forms part of this Report. Disclosures relating to
remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report and are annexed as Annexure-II to this Report.
The statement containing particulars of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However,
the said statement is not being sent along with this Annual Report to the members in line
with the provisions of Section 136 of the Companies Act, 2013. Any member interested in
obtaining such information may address their email to redressal@rajtvnet.in and also
available for inspection by Members at the Registered Office of the Company up to the date
of the ensuing Annual General Meeting during the business hours on working days.
INSOLVENCY BANKRUPTCY PROCEEDINGS PENDING IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there were no other applications made/ proceedings
pending under the Insolvency and Bankruptcy Code, 2016.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Act, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), dividends, if not claimed for a period of seven years from
the date of transfer to the Unpaid Dividend Account of the Company, are liable to be
transferred to IEPF. Further, all the shares in respect of which dividend has remained
unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend
account shall also be transferred to IEPF Authority. The said requirement does not apply
to shares in respect of which there is a specific order of Court, Tribunal or Statutory
Authority, restraining any transfer of the shares. During the year under review, no amount
of the Unclaimed/ Unpaid Dividend and any such share in the Company, was due to be
transferred to the IEPF Authority.
The following table gives information relating to outstanding dividends and the dates
by which they can be claimed by the Members from the Company's RTA:
Financial Year |
Dividend per Equity Share ( ) * |
Date of Declaration |
Last date for claiming unpaid dividend |
Unclaimed Dividend as on March 31, 2026 ( ) |
2018-19 |
0.10 (Proposed by Board) |
September 27, 2019; 25th AGM |
November 03, 2026 |
146,658.50 |
In terms of the extant provisions of IEPF Rules, the Company has uploaded the
information in respect of the Unclaimed Dividends in respect of the dividend declared as
mentioned in the above table on the website of the IEPF viz. www.iepf.gov.in & also in
the 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.
GENERAL
During the year under review:
-The Company had not issued any equity shares with differential rights as to dividend,
voting or otherwise.
-The Company had not issued any shares (including sweat equity shares) to Directors or
employees of the Company under any scheme.
-The Company does not have any scheme for provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
-No significant and/or material order was passed by any Regulator/ Court/ Tribunal
which impacts the going concern status of the Company or its future operations.
-No Revision of Financial Statements and Directors'
Report of the Company.
-There has been no change in the nature of business of the Company.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record its appreciation for the faith reposed
in the Company and continuous support extended by all the employees, members, customers,
investors, government and regulatory authorities, bankers and various stakeholders.