Dividends: The Directors have not recommended any dividend for the financial year ended 31^st March 2025 considering current year losses.

Reserves: The Company does not propose to transfer any amount to the general reserve.

Share Capital: There was no change in share capital of the Company during the financial year 2024-25.

Public Deposits:

During the year under review, Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Particulars of loans guarantees and investments: Particulars of loans guarantees and investments have been discussed in the financial statements.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, the board is of the opinion that the Company's internal financial controls and compliance systems were adequate and effective during the reporting period.

Subsidiary Company:

As on closing of the reporting financial year, the company has only one subsidiary, Radaan Media Ventures Pte. Ltd., Singapore. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiary. The Form No.: AOC 1, a statement containing salient features of the unaudited financial statements of the subsidiary company is provided as Annexure I. Also refer Note No.37 forming part of the financial statements. The unaudited accounts of the subsidiary are available on company's website www.radaan.tv and copy shall be provided to shareholders on need. Policy for determining material subsidiaries of the Company is also available on the website of the Company.

Directors and key managerial personnel:

Mr. Narayanan Iyer, Independent Director; Ms. R Rayane, Non- executive Director; Mr.T R Vijay Viswanath, Independent Director. Mr. Krishna Chandar, was appointed as an Independent Director of the Board with effect from 25^th September 2024 and Mr. V.Selvaraj, was relieved from duties as non-executive chairman and Independent Director on closing hours of 28^th September 2024 due to completion of second term as an Independent director on the Board; Appointments to the office of Independent Directors were in terms of provisions under the Companies Act, 2013 (“Act”), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The terms and conditions of appointment of independent directors are as per Schedule IV of the Act, same is available in the website of the company at www.radaan.tv. They have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and SEBI Listing Regulations and not disqualified from being appointed as Directors.

Mrs.R Radikaa Sarathkumar (DIN:00238371), Chairperson cum Managing Director; Mr.Ramanathan Sarathkumar, Whole-time Director DIN (00238601) were reappointed for 3 years from 01st April 2025 to 31st March 2028 by passing special resolutions through postal ballot dated 22nd March 2025.

Mrs.R Radikaa Sarathkumar (DIN:00238371), Chairperson cum Managing Director; Mr.Ramanathan Sarathkumar, Whole-time Director DIN (00238601); Mr.M.Kavirimani, Chief Financial Officer, Mr. Balaji Gandla, Company Secretary & Compliance Officer were the key managerial personnel of the Company, pursuant to the provisions of section 203 of the Act. Ms. R Rayane, Non- executive Director, retires by rotation and being eligible has offered herself for reappointment.

During the year, the non executive directors of the company had no pecuniary relationship or transaction with the Company. Composition of the board of directors and committees thereof, including the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the details of meeting of the board and the committees are discussed fully in the corporate governance report.

Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Act has been discussed along with the Nomination and Remuneration Committee in the corporate governance report.

Board evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non- Executive and Independent Directors.

The following are the criteria on the basis of which the Directors are evaluated:

During the year under review, a structured questionnaire was circulated to the Members of the Board for seeking feedback from the Directors on various aspects such as Board's & Committees' functioning, knowledge & skills of the Board of Directors, managing relationships, fulfilment of independent criteria by Independent Directors, leadership & strategy formulation by Executive Directors etc. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board & Committee and for identifying possible paths for improvement.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairperson was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors, at which 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.

Annual Return:

Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is available on the Company website www.radaan.tv.

Auditors:

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

Statutory Auditor:

M/s. SRSV & Associates, Chartered Accountants, (Firm Reg. No.015041S) were re-appointed as Statutory Auditors of the Company, for the second term of 5 (five) years, commencing from the conclusion of the 23^rdAGM until the conclusion of the 28^thAGM to be held in the year 2027, by members of the Company at their 23^rdAGM.

M/s. SRSV & Associates have provided their consent and a certificate of their eligibility under sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The statutory auditors have issued their report on the standalone and consolidated financial statement of the company and the same were appended here to this report.

The auditors' reports on standalone and consolidated financial statements were qualified on following grounds.

We draw attention to Note No. 20 of the Statement. The Company's net worth has fully eroded and its current liabilities have exceeded its current assets. In the current scenario, the Company is faced with liquidity crunch and has undisputed statutory dues to the tune of Rs.330.06 lakhs that are yet to be paid as at March 31, 2025. Due to non- payment of statutory liabilities, there may be potential non-compliance under relevant statutes and regulations. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. However, the Company is confident of meeting its obligations in the normal course of its business and accordingly, the financial statements of the Company have been prepared on a going concern basis. 2. Investments We draw attention to Note No. 8 & 17 of the Statement relating to the Company's investments in its wholly owned subsidiary Radaan Media Ventures Pte Ltd amounting to Rs. 9.35 Lakhs as at March 31, 2025 and loans and advance to subsidiary amounting to Rs.18.46 Lakhs. The investment in the subsidiary has not been tested for impairment as per IND AS 36.

We draw attention to Note No. 49A regarding capital work in progress of Rs.1919.58 Lakhs as at March 31, 2025, comprise of land UDS consideration (including Registration and Stamp Duty and processing charges) of Rs.1061.96 Lakhs, Stage wise construction consideration payment of Rs.264.82 Lakhs and interest on bank borrowing cost of Rs.592.80 Lakhs capitalized during construction period.

The following were the management's reply to the qualifications made by the statutory auditors in their report for the financial year 2024-25.

1. Material Uncertainty relating to Going Concern:

As at the balance sheet date, company has standalone and consolidated negative net-worth of Rs.(-)1,156.77 lakhs and Rs.(-)1,190.86 lakhs as compared to Rs,(-) 1,186.60 lakhs and Rs. (-) 1,219.58 of the previous year respectively. Due to net earnings during the year, the negative net worth has decreased. The continuous loss with covid-19 pandemic had caused this predicament situation. Management is contemplating all sorts of measures to overcome the situation both in terms of volume and liquidity issues. The tax deducted at source (including delay period interest) as at balance sheet stood at Rs.330.06 lakhs. Management is fully committed to clear the statutory dues in compliance with delayed period interest.

2. Investments:

Company is in the process of reviving the operational activity in the digital segment of the subsidiary company ie., Radaan Media Ventures Pte Limited in Singapore. Considering the consistent decision, that impairment may not be necessary for the investments made in the subsidiary, subsequent to closing of the financial year 2024-25 and during the financial year 2025-26, the subsidiary has started to earn revenue from the digital stream in a smaller manner providing the confidence to the company.

3. Capital Work-In-Progress Delay in completion of building under construction:

Auditors' in their report on the standalone and consolidated financial statements stated citing reference to Note No.49 (A) of the financial statement that total aggregating to Rs.1,919.58 lakhs. The said aggregate amount was comprising of land UDS consideration including stamp duty and registration charges of Rs.1,061.96 lakhs, stage wise construction consideration of Rs.264.82 lakhs and interest & other borrowing cost of Rs.592.80 lakhs capitalized under capital work in progress.

In this regard, Company had taken necessary steps and obtained necessary approval from the shareholders to effect the cancellation of Sale deed and Construction agreement entered with the builder and accordingly, on 11th August, 2025 had completed the formalities with registration of cancellation of the construction agreement and sale deed with registration department in due compliance of law. From the source of cancellation proceeds, Company has settled the entire outstanding dues payable to the bankers against the property loan and cleared the unsecured loans accumulated thereby restricting the cash outflows in the form of repayment of monthly installments to the property term loan and interest on unsecured loans. In view of this, company will have an opportunity to improve the profitability, as interest on settled unsecured loan would not accrue as an expense and augment the cash flows to meet other obligations of the company.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act, 2013, the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, M/s.KRA & Associates, Company Secretaries were appointed to conduct secretarial audit for the financial year. Report of the secretarial auditor is given as Annexure II, which does not contain any qualification, reservation or adverse remarks.

Cost Records and Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of the policy are in line with the provisions of the section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy is available in website of the Company at www.radaan.tv.

Particular of employees:

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 are given below:

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

The percent increase in the median remuneration of employees in the financial year : 3.99% The number of permanent employees on the rolls of the company 20

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 20% and its comparison with the percentile increase in the managerial remuneration was 5% and therefore, there is no exceptional circumstances for increase in the managerial remuneration during the year; The remuneration is as per the remuneration policy of the company.

With respect to disclosures pertaining to remuneration of employees and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also having regard to the proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information(s) is being sent to the members of the Company, however statement showing the names and other requisite particulars of such employees set out in the aforesaid rules is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Transactions with Related Parties:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company's website www.radaan.tv. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions (“RPT”) entered during the year were placed before the Audit Committee for review and approval.

A complete list of RPTs is provided as part of Notes to Accounts. None of the transactions with related parties could be considered not in the ordinary course of business or not in arm's length in terms of Section 188 of the Companies Act, 2013. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of the Board's report.

Risk Management:

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013, which is published in the website of the Company at www.radaan.tv. The Board of Directors and the Audit Committee shall be responsible for framing, implementing and monitoring the risk management plan of the company. Senior Executives shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning.

The major risks identified by the business/ functions and the ways mitigation has been covered in the management discussion and analysis.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

(A) Conservation of Energy

The company being in media and entertainment industry, it's operations are not energy intensive. However, the company takes adequate measures to save energy by installing energy efficient electrical and electronic equipment.

(B) Research and Development

The company has not carried out any specific research activity during the year under review. However, as part of regular ongoing business it explores ideas in creating contents in entertainment.

(C) Technology absorption, adaptation and innovation

The company continues to use the latest technologies for improving productivity and quality of its operations.

(D) Foreign exchange earnings and outgo

The company regularly supplies television contents to overseas broadcasting channels. Details of foreign currency earned and used during the year are provided below.

Corporate Governance Reports

Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable provisions, the following have been made part of this report.

Management Discussion and Analysis

Corporate Governance Report

Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

Declaration on compliance with Code of Conduct

Certificate of the Managing Director and the Chief Financial Officer on the financial statements

Certificate of non-disqualification of Directors by a Practicing Company Secretary

Obligation under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and an Internal Complaints Committee has been set up to look into complaints relating to sexual harassment. During the year 2024-25, no such complaints have been received.

Compliance of the provisions relating to the Maternity Benefit Act, 1961

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.

Appreciation

The Directors are thankful to the members, customers, vendors, broadcasting channels, marketing agencies, bankers for their confidence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them.

The Directors also place on record their appreciation to all the employees for their commendable contribution at various levels.