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”).

FINANCIAL HIGHLIGHTS

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

BUSINESS OVERVIEW, OVERALL PERFORMANCE AND
OUTLOOK

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.

FINANCIAL PERFORMANCE

During the year under review, the Company recorded a
standalone turnover of ?12,58,205.62 (in thousands) for the
financial year ended March 31, 2025, as compared to
?10,64,597.47 (in thousands) in the previous year
ended March 31, 2024. The Company reported a Loss
Before Tax of ?247,568.14 (in thousands) as against a Profit
Before Tax of ?12,038.47 (in thousands) in the preceding
year. Correspondingly, the Loss After Tax stood at
?210,128.65 (in thousands) as against a Profit
After Tax of ?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
?9,67,38,344/- was discharged on May 30, 2024, after
deduction of Tax Deducted at Source (TDS) amounting to
?96,37,286/-. The net balance of ?8,71,01,058/- was
accordingly paid in full and final settlement of the aforesaid
matter.

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 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.

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, 2025 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 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.

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 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.

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.

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.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.

DIRECTORS

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.

APPOINTMENT/ CESSATION/ CHANGE IN
DESIGNATION OF DIRECTORS

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

RE-APPOINTMENT OF DIRECTORS

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.

INDEPENDENT DIRECTORS

• 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.

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 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.

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
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.

BOARD EVALUATION

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.

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 implements this
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, 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.

KEY MANAGERIAL PERSONNEL (“KMP”)

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.

NUMBER OF MEETINGS OF THE BOARD

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.

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 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.

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 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.

SECRETARIAL AUDITOR

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.

STATUTORY AND SECRETARIAL AUDITORS’ COMMENT

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.

COST RECORDS AND COST AUDITORS

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.

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
2024-25.

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 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.

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

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, 2025 is available on the
Company’s website at www.rajtvnet.in.

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-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

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.raitvnet.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,
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 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. 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) 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.

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.raitvnet.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.raitvnet.in.

PREVENTION OF SEXUAL HARASSMENT (POSH)

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.

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

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.

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, 2025.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

me people s unannei

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.

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

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.

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:

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. ¹

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.

For and on behalf of the Board of Directors of
Raj Television Network Limited

M Raajhendhran M Ravindran

Place: Chennai Managing Director Whole-Time Director

Date: August 13, 2025 DIN: 00821144 DIN: 00662830

1

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