Dear Shareholders,

Your Directors are pleased to present the 38 th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2026 ("FY 2025-26/ FY26").

Financial Performance

The Audited Financial Statements of your 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 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(' in million)

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been restated due to the merger of NDTV Labs Limited, NDTV Media Limited, NDTV Networks Limited and NDTV Worldwide Limited ("WoS") with New Delhi Television Limited.

Performance Highlights

New Delhi Television Limited ("NDTV/ Company") founded in 1988, is a pioneering news television and digital journalism company in India. NDTV continues to be recognized as one of the most trusted news networks in India and a leader in digital engagement. Its channels NDTV 24x7 (English), NDTV India (Hindi), NDTV Profit (Business), NDTV Madhya Pradesh & Chhattisgarh, NDTV Rajasthan and NDTV Marathi continue to raise the standards of journalism with innovative programming and uncompromising integrity. On social media, NDTV's following remains premium. NDTV is the most-popular English news handle on X in India with 17.2 million followers. NDTV YouTube channel is the highest subscribed English news channel in India with 16 million subscribers. NDTV is also one of the most-followed English news account on Instagram in India with 3.6 million followers. NDTV's video views across online platforms have crossed 40 billion views in FY26, with a combined presence of over 102 million across social media platforms and over 45 million lifetime subscribers on YouTube across all NDTV Group Channels.

The key aspects of your Company's Operational Performance during FY26 is as follows:

NDTV 24x7 recorded the highest YouTube viewership among its peers with 16 million subscribers. NDTV Profit and NDTV India also delivered strong performance with 1.6 million subscribers and 2.9 billion views, respectively.

NDTV 24x7 achieved its highest-ever Broadcast Audience Research Council (BARC) viewership, securing a 33.4% share among affluent audiences. NDTV Profit recorded the highest YouTube viewership among its peers on the Union Budget day. NDTV India attained its highest-ever market share of 6% among affluent viewers.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Credit Rating

Your Company's financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Dividend and Reserves

Dividend:

The Board of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for FY 2025-26.

Dividend Distribution Policy:

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on your Company's website and link for the same is given in Annexure-A of this report.

Transfer to Reserves:

As permitted under the Act, the Board of Directors of your Company does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments, was ' (9,835.29) million.

Share Capital

During the year under review, the authorized share capital of your Company was increased from ' 1,733 million to ' 2,367.7 million. Accordingly, the authorised share capital of your Company as on March 31, 2026 stood at ' 2,367.7 million divided into 59,19,25,000 equity shares of face value of ' 4 each.

During the year under review, your Company allotted 4,83,53,450 fully paid equity shares of face value of ' 4 each on a rights issue basis. Consequent to the said allotment, the paid-up share capital of your Company increased from ' 257.89 million to ' 451.30 million.

Strategic Acquisitions/Divestment

During the year under review, the Board, at its meeting held on April 25, 2025, approved the Scheme of Amalgamation of NDTV Media Limited, NDTV Networks Limited, NDTV Labs Limited, and NDTV Worldwide Limited (collectively referred to as the "Transferor Companies") with your Company (the "Transferee Company"), in accordance with the provisions of Section 233 of the Act read with Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the "Scheme"). The Hon'ble Regional Director, Northern Region,

Delhi sanctioned the Scheme vide order dated

September 11, 2025. The Scheme, was made effective from October 1, 2025 (Appointed Date), upon filing of the certified copy of the said order with the Registrar of Companies, NCT of Delhi & Haryana.

On September 8, 2025, the Board approved the Letter of Offer for raising of funds, inter alia, by way of Rights Issue of Equity Shares for an amount not exceeding ' 3,964.98 million ("Rights Issue"). The Rights Issue opened on September 22, 2025 and closed on October 8, 2025. Pursuant thereto, the Rights Issue Committee, vide circular resolution dated October 9, 2025, approved the allotment of 4,83,53,450 equity shares of face value of ' 4 each, at an issue price of ' 82 per equity share (including a premium of ' 78 per share), to eligible shareholders in the ratio of 3 (three) Rights Equity Shares for every 4 (four) fully paid-up Equity Shares held as on the record date, i.e. September 12, 2025. Accordingly, the

Company successfully raised ' 3,964.98 million, pursuant to which the paid-up share capital of your Company increased from ' 257.89 million to ' 451.30 million. Consequently, the Promoters' shareholding increased from 64.71% to 69.02%, while the public shareholding stands at 30.98%.

Further, on September 19, 2025, the Board approved the acquisition of the business undertaking comprising the "Good Times" Channel from Lifestyle

& Media Broadcasting Limited ("LMBL"), as a going concern, by way of slump sale or such other permissible mode, on the terms and conditions mutually agreed between the parties. The proposed acquisition of the "Good Times" Channel is expected to strengthen the Company's strategic positioning, diversify and expand its operational capabilities, and enhance long-term stakeholder value. The acquisition is currently underway and is subject to the fulfilment of customary conditions precedent, including receipt of requisite corporate approvals and regulatory approvals from the Ministry of Information and Broadcasting, Government of India.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act, read with rules made thereunder at the end of FY 2025-26 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The particulars of loans, guarantees, investments and securities provided by the Company, during the year under review, are given in the notes forming part of the standalone financial statement of your Company as per Section 186 of the Act.

Subsidiaries, Joint Ventures and Associate

Companies

A list of subsidiaries / joint ventures / associates of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, following entities ceased to be Subsidiaries of your Company due to their amalgamation with the Company. a) NDTV Labs Limited b) NDTV Media Limited c) NDTV Networks Limited d) NDTV Worldwide Limited Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation

33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the

Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.

The annual financial statements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company www.ndtv.com.

Material Subsidiaries

As per criteria given in Regulation 16 of the SEBI Listing Regulations and based on the financial statements as on March 31, 2026, your Company has 1 (one) unlisted material subsidiary i.e. NDTV Convergence Limited.

Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act, read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Directors and Key Managerial Personnel

As of March 31, 2026, your Company's Board had 6 (six) members comprising of 1 (one) Executive Director, 1 (one) Non-Executive & Non-Independent Director and 4 (four) Independent Directors including one Woman Director. The details of the Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed 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:

Mr. Viral Jagdish Doshi (DIN: 00583487) completed his initial term of three (3) years as an Independent Director on January 23, 2026. Based on the recommendation of the Nomination and Remuneration Committee ("NRC") and after taking into account the performance evaluation of his first term and considering his business acumen, knowledge, experience, skills and contribution, the Board, at its meeting held on October 29, 2025, approved his re-appointment as an Independent Director for a second term of three (3) years with effect from January 24, 2026. The said re-appointment was approved by the shareholders vide a special resolution passed through postal ballot process on December 26, 2025.

Mr. Sanjay Pugalia (DIN: 08360398) completed his tenure as a Whole-time Director of the Company on March 31, 2026. Based on the recommendation of the NRC and considering his performance, experience and continued contribution to the Company, the Board, at its meeting held on January 28, 2026, approved his re-appointment as a Whole-time Director for a further term of three (3) years with effect from April 1, 2026. The said re-appointment was approved by the shareholders vide a special resolution passed through postal ballot process on March 27, 2026.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Senthil Chengalvarayan (DIN: 02330757) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Senthil Chengalvarayan as a Director for your approval. The details, as required under Secretarial Standard-2 and Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Declaration from Independent Directors:

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent

Directors have also given declaration of compliance with

Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent

Directors maintained by the Indian Institute of

Corporate Affairs.

Key Managerial Personnel:

During the year under review, Mr. Rahul Kanwal was appointed as the Chief Executive Officer of the Company with effect from May 26, 2025.

Further, Mr. Anup Dutta, ceased to be the Chief Financial Officer of the Company, with effect from the close of business hours on November 30, 2025, and Mr. Akhil Kumar Gupta was appointed as the Chief Financial Officer of the Company, effective from December 1, 2025. As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act: Mr. Sanjay Pugalia, Whole-time Director Mr. Rahul Kanwal, Chief Executive Officer Mr. Akhil Kumar Gupta, Chief Financial Officer Ms. Parinita Bhutani Duggal, Company Secretary

Committees of Board

As on March 31, 2026, the Board has constituted the following Committees, pursuant to the applicable provisions of the Act and the SEBI Listing Regulations:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee Risk Management Committee

Corporate Social Responsibility Committee

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 8 (eight) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. 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.

Independent Directors' Meeting

The Independent Directors met on March 10, 2026, without the presence of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your

Company, taking into account the views of the Executive Director and Non-Executive Director and assessed the quality, quantity and timeliness of flow of information between the management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

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 March 10, 2026, and also at the Board meeting held on April 29, 2026. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.

Board Familiarization and Training Programme

The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The Board is also apprised on the Company's operations, key trends and risks universe applicable to your Company's business. These updates help the Directors to keep abreast of key changes and their impact on your Company.

The Company also conducts Strategy meetings wherein subject matter experts apprise the Directors on key global trends and developments in the media and news broadcasting industry, including evolving viewer preferences, digital consumption trends, regulatory landscape, and technological advancements. The Board, in turn, provides its input on the business strategy and long- term sustainable growth for your Company. Additionally, the Board also participates in various programs /meetings to further strengthen their understanding of the evolving media landscape.

The details of such programs are provided in the

Corporate Governance Report, which forms part of this Annual Report.

Policy on Directors' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company and link for the same is given in Annexure-A of this report.

The Remuneration Policy sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Company's Remuneration

Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your 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 your Company's website and link for the same is given in Annexure-A of this report.

Succession Plan

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

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures from the same; b. such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financialstatements have been prepared on a going concern basis; e. internal financialcontrols have been laid down to be followed by your Company and that such internal financial controls are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

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

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee ("RMC") to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of the risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance

Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your 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

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing

Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility ("CSR")

The details of the CSR Committee, terms of reference, meetings held during the year are provided in the

Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and the link for the same is given in Annexure-A of this report.

Pursuant to Section 135 of the Act read with rules made thereunder, the Company was not required to spend on CSR activities during the year. Accordingly, the prescribed form CSR-2 is not applicable to your Company for FY26 and, hence, does not form part of this report.

Management Discussion and Analysis

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

Corporate Governance Report

Your Company is committed to maintaining high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all

Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure-A of this report.

Business Responsibility & Sustainability

Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for FY 2025-26, describing the initiatives taken by your Company from an environment, social and governance ("ESG") perspective, forms part of this Annual Report. In addition to BRSR, the Annual Report of your Company provides an insight into various ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026, prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link https://www.ndtv.com/convergence/ndtv/ corporatepage/Annual_return.aspx

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.

Majority of the members of the Audit Committee comprises of the Independent Directors of your Company.

The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2025-26 and hence does not form part of this report.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link given in Annexure-A of this report.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act, read with rules made thereunder, as amended from time to time, M/s. S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 00050N/N500045) have been re-appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 42nd Annual General Meeting (AGM) of your Company to be held in the year 2030.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. A representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on June 24, 2025. The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated 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.

Secretarial Auditors and Secretarial Auditors Report

Pursuant to Section 204 of the Act, read with the rule made thereunder and Regulation 24A of the SEBI Listing Regulations, M/s Vishal Arora & Associates, Company Secretaries in Practice, (C.P. No.5992; Peer reviewed certificate no. 967/2020) were appointed as a Secretarial Auditor to undertake the Secretarial Audit of your 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 your Company. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Secretarial Audit of Material Unlisted Indian

Subsidiary

As per the requirements of the SEBI Listing Regulations, NDTV Convergence Limited, which is a material unlisted subsidiary of your Company, also appointed M/s. Vishal Arora & Associates, Company Secretaries in Practice, to undertake the secretarial audit for FY 2025-26. The secretarial audit report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The secretarial audit report of the material subsidiary form part of this Annual Report.

Cost Auditors and Cost Records

The Board has re-appointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration Number: 00212) as the Cost Auditors of your Company for conducting the audit of cost records for FY 2026-27. A resolution seeking the approval of the Shareholders 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, your 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 2024-25 were audited by your Company's Cost Auditors.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial

Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and

Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by

Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 845 employees as of March 31, 2026. The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Annual

Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the

Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment ("POSH") Policy and has constituted Internal Complaints Committees ("ICs") at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs 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.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

The employees of your Company undergo mandatory training to sensitize themselves and strengthen their awareness.

Compliance with Maternity Benefits Act, 1961

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for

Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee.

No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of your Company and link for the same is given in Annexure-A of this report.

During the year under review, your Company has not received any complaint under the vigil mechanism.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents of data loss or data breaches in

Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Company's shares by your 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 PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your 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 UPSI which have been made available on your Company's website and link for the same is given in Annexure-A of this report.

The employees of your Company undergo mandatory training/ certification on this PIT Code to sensitize themselves and strengthen their awareness.

General Disclosures

During the year under review, Mr. Sanjay Pugalia, Whole-time Director of the Company, has not drawn any remuneration from the Company. Mr. Pugalia draws remuneration from AMG Media Networks Limited (AMG Media, the holding company of your Company), in his capacity as a director of AMG Media.

Except Mr. Pugalia, no other Director of your Company was in receipt of any remuneration or commission from any holding / subsidiary company of your Company for the FY 2025-26.

An Interlocutory Application was filed by the Resolution Professional under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016, challenging certain transactions undertaken by an erstwhile subsidiary, Indianroots Shopping Limited, in which your Company sold the majority stake in 2018. Your Company has filed its response categorically denying the allegations and submitting supporting documents. The matter is still pending before the Hon'ble NCLT and in all hearings thus far, no adverse observation or order has been passed against your Company.

Other than the above, no application has been made or is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of this nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and your Company's operation in future. Further, the details of Penalties / Adverse orders / Show Cause Notice are annexed as Annexure-E to this Report.

4. Change in the nature of business of your Company.

5. One time settlement of loan was obtained from the banks or financial institutions.

6. Revisions of the financial statements and Directors' Report for your Company.

7. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company

(as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Ministry of Information and Broadcasting, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, vendors, audience and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.