Directors Report of Sri Adhikari Brothers Television Network Ltd.

Mar 31, 2025

Your Board of Directors is delighted to present the 30^th Annual Report of our eminent Company, along with the Financial Statements for
the financial year ending on 31^st March 2025, in compliance with the provisions of the Companies Act, 2013, the rules and regulations
framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015 (“Listing Regulations”).

¦ FINANCIAL HIGHLIGHTS:

	Particulars	Standalone		Consolidated
		Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
1	Revenue from operations	601.34	150.00	610.52	276.00
2	Other income	13.27	28.79	28.90	49.90
3	Profit/(loss) before Depreciation & Amortization Expenses, Finance Cost	68.60	(286.56)	65.92	(236.01)
4	Less: Depreciation and Amortization Expenses	14.84	1,873.12	14.84	1,873.12
5	Less: Finance Cost	6.31	0.52	6.36	0.52
6.	Total Expenses	567.16	2,338.99	594.70	2,435.55
7	Profit/ (Loss) before Tax	(2,236.83)	(2,160.20)	(2,239.56)	(2,109.65)
8	Less: Tax Expenses	-	-	-	-
	Current Tax	-	-	-	13.15
	MAT Credit Entitlement	-	-	-	-
	Deferred Tax	-	-	-	-
	Short / Excess income tax of previous years	-	-	(0.57)	12.13
9	Profit/ (Loss) after tax	(2,236.83)	(2,160.20)	(2,238.99)	(2,134.93)
10	Less: Share of Minority Interest	-	-	0.72	8.35
11	Add: Share of Profit/(Loss) in Associate	-	-	-	-
12	Other Comprehensive Income	-	-	-	-
13	Total Comprehensive Income for the period	(2,236.83)	(2,160.20)	(2,238.27)	(2,126.58)
14	Earnings per Share Basic Diluted	(8.82)	(8.51)	(8.82)	(8.41)

The Audited (Standalone & Consolidated) Financial Statements of the Company for the Financial Year ended March 31,2025, have
been prepared in accordance with the Indian Accounting Standards (“Ind AS”) prescribed under Section 133 of the Companies
Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.

The comments of the Board of Directors (“the Board”) of the Company on the financial performance of the Company along with
the state of Company’s affairs have been provided under the Management Discussion and Analysis Report which forms part of this
Annual Report.

The previous year figures have been re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the current
year accounting treatment.

¦ REVIEW OF OPERATIONS & STATE OF COMPANY’S AFFAIRS:

The Company operates in a Single segment i.e. Content Production and Distribution.

During the year under review, the total revenue from the operations was INR 601.34 Lakhs. During the year, the Company
recorded a loss before tax of INR (2,236.83) Lakh as against loss before tax of INR (2,160.20) Lakh in the previous financial year.
The loss after tax was INR (2,236.83) Lakh during financial year 2024-25 as against a loss after tax of INR (2,160.20) Lakh in the
previous financial year.

The total comprehensive income is negative of INR (2,236.83) Lakh during the financial year 2024-25 as against negative of INR
(2,160.20) Lakh in the previous financial year.

The Board is pleased to report that the Resolution Plan for Sri Adhikari Brothers Television Network Limited, as approved by the
Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated 8^th December 2023, has been successfully
implemented on 27^th May 2025, significantly ahead of the stipulated timeline. The said Resolution Plan was jointly submitted
by (1) M/s. Sab Events & Governance Now Media Limited, (2) M/s. Marvel Media Private Limited, (3) Mr. Ravi Adhikari and (4)
Mr. Kailasnath Adhikari (hereinafter referred to as “Resolution Applicants”). This early and successful implementation reflects
collective commitment, coordination, and timely execution by all stakeholders involved, thereby marking a significant milestone in
the Company’s restructuring journey. The Company has made requisite disclosures in this regard in compliance with Regulation
30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

¦ CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and the applicable Accounting Standards issued by the Institute of Chartered
Accountants of India, the Consolidated Financial Statements of the Company form an integral part of this Annual Report. The
audited standalone and consolidated financial statements, together with the relevant information and the audited financial
statements of the subsidiary, are available on the Company’s website and can be accessed at: https://www.adhikaribrothers.com/
financials. Further, these documents are also available for inspection by the Members at the Registered Office of the Company
during business hours on all working days (excluding Saturdays, Sundays, and National Holidays) up to the date of the 30^th Annual
General Meeting of the Company.

¦ INDIAN ACCOUNTING STANDARDS:

The financial statements of the Company for the financial year ended 31^st March 2025 have been prepared in accordance with the
Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with relevant
rules issued thereunder and other accounting principles generally accepted in India. This adherence underscores the Company’s
commitment to transparent and accurate financial reporting, ensuring reliability and consistency in disclosures.

¦ SHARE CAPITAL:

The Company’s authorized share capital is Rs. 48,50,00,000, comprising of Rs. 46,10,00,000/- (Indian Rupees Forty-Six Crores
Ten Lacs only) divided into 4,61,00,000 Equity Shares of Rs. 10/- each and Rs. 2,40,00,000/- (Indian Rupees Two Crores Forty
Lacs only) divided into 24,00,000 Redeemable Preference Shares of Rs. 10/- each.

The Company vide its EGM held on July 14, 2025, increased its Authorized Share Capital of the Company from Rs. 48,50,00,000/-
(Rupees Forty-Eight Crores Fifty Lakhs Only) comprising of Rs. 46,10,00,000/- (Rupees Forty-Six Crores Ten Lakhs Only) divided
into 4,61,00,000 Equity Shares of Rs.10/- each and Rs. 2,40,00,000/- (Rupees Two Crore Forty Lakhs Only) divided into 24,00,000
Redeemable Preference Shares of Rs. 10/- each to Rs. 111,00,00,000/- (Rupees One Hundred Eleven Crores Only) comprising
of Rs. 1,08,60,00,000/- (Rupees One Hundred Eight Crores Sixty Lakhs Only) divided into 10,86,00,000 Equity Shares of Rs. 10/-
each and Rs. 2,40,00,000/- (Rupees Two Crore Forty Lakhs Only) divided into 24,00,000 Redeemable Preference Shares of Rs.
10/- each

Further, as on March 31, 2025, there was no change in the paid-up share capital of the Company. The issued, subscribed and
paid-up share capital of the Company as on March 31, 2025, was Rs. 2,53,73,056 Equity shares of Rs. 25,37,30,560/- (Indian
Rupees Twenty-Five Crore Thirty-Seven Lakh Thirty Thousand Five Hundred Sixty).

The Company had approved the issue of 1,50,00,000 Equity Shares on a preferential basis by way of special resolution, along
with the issue of 6,80,20,000 Convertible Warrants on a preferential basis. The Company is currently in the process of obtaining
in-principle approval from the Stock Exchanges where the proposed securities are to be listed.

¦ ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK OPTION:

During the period under consideration, the Company has not issued equity shares with differential rights as to dividend, voting or
otherwise or sweat equity shares and has not granted any stock options.

¦ CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

¦ TRANSFER TO RESERVES:

In view of the losses incurred during the year under review, no amount has been transferred to reserves.

¦ DIVIDEND:

In view of the net loss incurred by the Company for the financial year ended 31^st March 2025, coupled with the accumulated losses
of previous financial years, the Board of Directors has not recommended any dividend for the year under review, to preserve the
financial resources of the Company.

As per Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities falling
within the top 1000 companies by market capitalization, as mandated by the regulatory authorities, the Company is required
to adopt a Dividend Distribution Policy. As on 31^st December 2024 the market capitalization of the Company was falling
within top 1000 companies and accordingly, Dividend Distribution Policy was adopted by the Board of Directors at their Meeting
held on 31st March, 2025 The Dividend Distribution Policy adopted by the Company can be accessed on the Company’s website
at https://www.adhikaribrothers.com/pdf-2025/DIVIDEND%20DISTRIBUTION%20POLICY_Annexure%20B.pdf

¦ CREDIT RATING:

During the reporting period, there was no credit rating revised and no new credit rating has been obtained by the Company.

¦ INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the unclaimed/unpaid dividend amount for the financial year 2016-17 along
with the shares on which Dividend remained unclaimed/unpaid for a period of seven consecutive years was due to be transferred
to the Investor Education and Protection Fund (IEPF). The details of unclaimed/ unpaid dividends have been uploaded on the
website of the Company at https://www.adhikaribrothers.com/general-info.

¦ PUBLIC DEPOSITS:

During the Financial Year under review, the Company has not accepted any amount falling within the purview of provisions
of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for
furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance
with Chapter V of the Act is not applicable.

¦ DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board as on March 31, 2025, comprises 8 (Eight) Directors out of which 5 (Five) are Independent Directors whereas 2 (Three)
are Non-Executive Non Independent Directors and 1 (One) Executive Director. The composition of the Board of Directors is as
follows:

Sr. No.	Name	Designation
1	Mr. Ravi Gautam Adhikari	Chairman
2	Mr. Kailasnath Markand Adhikari	Managing Director
3	Mr. Ganesh Prasad Raut	Independent Director
4	Mr. M. Soundarapandian	Independent Director
5	Mr. Umakanth Bhyravajoshyulu	Independent Director
6	Ms. Latasha L. Jadhav	Non-Executive - Non-Independent Director
7	Mr. Pritesh Rajgor	Independent Director
8	Ms. Neha Vinod Kothari	Independent Director

• The Board of Directors, at its meeting held on 21st March 2024, based on the recommendation of the Nomination and

Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013, read with the Articles
of Association of the Company, approved the appointment of Mr. Pritesh Rajgor as an Additional Independent Director with
immediate effect. His appointment was subsequently regularized as an Independent Director by the Shareholders through
postal ballot on 19th June 2024.

• Mr. Markand Adhikari resigned from the post of Chairman & Managing Director w.e.f. August 14, 2024,

• Mr. Kailasnath Adhikari was appointed as an Additional Director and designated as Managing Director for a term of five (5)
years w.e.f. August 14, 2024 and was regularized by the Shareholders at the 29th (Twenty-Ninth) Annual General Meeting held
on Monday, 16th September 2024.

• Mr. Ravi Adhikari was appointed as an Additional Director (Non-Executive) and designated as the Chairman of the Company
w.e.f. August 14, 2024 and was regularized by the Shareholders at the 29th (Twenty-Ninth) Annual General Meeting held on
Monday, 16th September 2024.

• Ms. Neha Vinod Kothari was appointed as an Additional Independent Woman Director w.e.f. March 31, 2025 and was
regularized as Independent Director vide Postal Ballot held on June 27, 2025.

Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March

31,2025:

Sr. No.	Name	Designation
1.	Mr. Kailasnath Markand Adhikari	Managing Director
2.	Mr. Suresh Khilari	Chief Financial Officer
3.	Mr. Hanuman Govind Patel	Company Secretary and Compliance Officer

• Mr. Hanuman Patel was appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 01,2024, and he
resigned with effect from the closing hours of March 31,2025.

• Ms. Bhawna Saunkhiya was appointed as Company Secretary & Compliance Officer of the Company with effect from June 14,
2025.

Retirement By Rotation & Subsequent Reappointment:

In accordance with the provisions of Section 152 & other applicable provisions if any of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or reenactments( s)
thereof for the time being in force) and the Articles of Association of the Company, Mr. Ravi Gautam Adhikari (DIN: 02715055),
Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered
himself for re-appointment.

The Nomination and Remuneration Committee and Board have recommended his re-appointment as Non-Executive Director of
the Company for approval of Shareholders at the ensuing Annual General Meeting of the Company.

Declaration from Independent Directors:

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of Listing Regulations. There has been
no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied with the
integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of
all Independent Directors on the Board.

Remuneration to Non-Executive Directors:

During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/Committees of the Company.

¦ 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 your
Company’s website.

¦ DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and
ability, confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

b. the directors 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 loss of the Company for that period;

c. the directors have 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 have prepared the annual accounts on a going concern basis;

e. the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

¦ ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES, AND OF INDIVIDUAL DIRECTORS:

Pursuant to the applicable provisions of the Act read with Schedule IV to the Act and the Listing Regulations, the Board of Directors
has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director
to be carried out on an annual basis. The criteria devised for performance evaluation of each Director consists of maintaining
confidentiality, maintaining transparency, participation in company meetings, monitoring compliances, sharing knowledge and
experience for the benefit of the Company.

The Independent Directors met on March 10, 2025, without the presence of other Directors or members of Management. In the
meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman.
They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The
Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent
Directors and the Chairman.

During the Financial Year under review, the NRC reviewed the performance of all the Executive and Non-Executive Directors.

A formal performance evaluation was also carried out by the Board of Directors held on March 10, 2025, where the Board made an
annual evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its
various Committees for the Financial Year 2024-25 on the basis of a structured questionnaire on performance criteria. The Board
expressed its satisfaction with the evaluation process.

¦ MEETINGS OF THE BOARD OF DIRECTORS:

The Board met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the
activities of the Company. During the Financial Year under review, the Board met 7 (Seven) times. The details of the composition
of the Board, Meetings and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance,
forming part of this Report. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed
by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of
India (“ICSI”).

¦ COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws and statutes, as on March 31,2025, the Company
had 4 (Four) committees of the Board viz.:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders’ Relationship Committee; and

• Risk Management Committee

The details of the Committees, along with their composition, number of meetings held, and attendance of the members are
provided in the Corporate Governance Report, forming part of this Annual Report.

¦ POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to provisions of Section 134(3)(e) and Section 178 of the Companies Act, 2013 read with the Rules made thereunder,
Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, prior to
commencement of CIRP, the Board had adopted a Policy on “Criteria for appointment of Directors, Key Managerial Personnel,
Senior Management Employees and their remuneration” and it is available on the website of the Company at https://www.
adhikaribrothers.com/disclosure-under-regulation-46-of-sebi. The salient features of the Remuneration Policy are stated in the
Report on Corporate Governance which forms part of this Annual Report.

¦ INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Our Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period, the Company has not
received any complaints and hence no outstanding complaints exists during the end of the FY 24-25.

¦ MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year.

¦ NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:

Female	0
Male	2
Transgender	0

¦ VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions of Section 177 of the Act and
Regulation 22 of the Listing Regulations. The Policy provides a mechanism for reporting unethical behavior and fraud made to the
Management. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism
and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of the Vigil Mechanism/
Whistle Blower Policy are explained in the Report on Corporate Governance and are also available on the website of the Company
and can be accessed at https://www.adhikaribrothers.com.

We affirm that during the Financial Year 2024-25, no employee or Director was denied access to the Audit Committee.

During the year under review, there were no complaints/reports received by the Company in the said mechanism for the Company
and for its subsidiaries.

¦ RISK MANAGEMENT:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and
management. The policy is devised to identify the possible risks associated with the business of the Company, assess the same
at regular intervals and take appropriate measures and controls to manage, mitigate and handle them. The key categories of risk
covered in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risks that may potentially affect the
working of the Company.

In compliance with Regulation 21 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors constituted the Risk Management Committee on March 31,2025, as the Company falls
within the top 1000 listed entities by market capitalization. The Constitution is mentioned in Corporate Governance Report which

is self-explanatory.

The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken
to control and mitigate the same through a properly defined framework. The risk management policy adopted by the Company
can be accessed on the Company’s website at https://www.adhikaribrothers.com/wp-content/uploads/2019/08/Risk-Management-
Policy_SABTNL.pdf

¦ CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the following have been made as part of the Annual
Report and are attached to this report:

a. Management Discussion & Analysis Report (Annexure I);

b. Report on Corporate Governance (Annexure VI);

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the board of the company have been debarred or
disqualified from being appointed or to act as director of the Company;

e. Auditors’ Certificate regarding compliance of conditions of Corporate Governance; and

f. Business Responsibility and Sustainability Report (Annexure VII).

¦ PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, details of the ratio of remuneration of each Director to the median employee’s remuneration are appended to this
report as “Annexure II - Part A”.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as “Annexure
II - Part B” and forms a part of this report.

¦ SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Sections 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 its subsidiary and
a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form
AOC-1, which forms part of this Annual Report.

During the year under review, no company became/ ceased to be a subsidiary, joint venture, or associate of the Company.

As on 31^st March 2025, the Company has 1 (One) Subsidiary Company i.e. M/s. Westwind Realtors Private Limited and 1 (one)
Associate Company i.e. SAB Media Networks Private Limited. The details of the Subsidiary Company and Associate Company are
mentioned in the Report on Corporate Governance forming part of this Annual Report and given in Form AOC-1 as ‘Annexure III”
to this report.

Pursuant to allotment of Equity Shares as per the Resolution Plan, M/s. Ruani Media Service Ltd (Formerly known as Ruani Media
Service Private Ltd), being a Special Purpose Vehicle (SPV) of the Resolution Applicants, has been added to the Promoter Group
of the Company pursuant to the acquisition of the majority stake in the Company, thereby becoming the Holding Company of M/s.
Sri Adhikari Brothers Television Network Limited.

As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining
Material Subsidiaries (“Policy”). The details of the Policy are available on the Company’s website and can be accessed through
the link: https://adhikaribrothers.com/pdf/Policv-on-Determining-Material-Subsidiaries SABTNL.PDF.

The audited financial statements including the consolidated financial statements of the Company and all other documents required
to be attached thereto are available on the Company’s website and can be accessed through the link: http://www.adhikaribrothers.
com/financials/. The financial statements of the subsidiaries, as required, are available on the Company’s website and can be
accessed through the link: https://www.adhikaribrothers.com/subsidiary.

¦ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions (“RPTs”) entered into by the Company during the financial year were in the ordinary course of
business and on an arm’s length basis, except for certain material related party transactions undertaken with:

Name of Related Party	Relation	Nature of Transaction	Mode of Approval
TV Vision Limited	Group Company	(1) The transfer of the Channel License of TV Channel with the brand namely “Dhamaal” for a one-time aggregate consideration of Rs. 1,00,00,000/- (Rupees One Crore Only) plus applicable taxes and (2) For availing Distribution and Placement services from TV Vision Limited to place the channel ‘Dhamaal’ on various cable networks, DTH networks and DD Free Dish DTH; for an amount not exceeding Rs.25,00,00,000/- (Rupees Twenty Five Crore Only) plus applicable taxes, per year	Ordinary Resolution passed via Postal Ballot on 19th June 2024
Mr. Kailasnath Adhikari	a Relative of the Chairman & Managing Director of the Company, who is also a Director of the Holding Company	Avail services and payment of fees not exceeding Rs.80,00,000/- (Rupees Eighty Lakhs Only) per annum plus applicable taxes	Ordinary Resolution passed via Postal Ballot on 19th June 2024
Mr. Ravi Adhikari	Director of the Holding Company	Avail services and payment of fees not exceeding Rs. 80,00,000/- (Rupees Eighty Lakhs Only) per annum plus applicable taxes	Ordinary Resolution passed via Postal Ballot on 19th June 2024

These material transactions were carried out in accordance with the applicable provisions of the Companies Act, 2013, and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

All Related Party Transactions were placed before the Audit Committee and the Board of Directors for their review and approval.
The Audit Committee, after reviewing the nature, scope, and terms of the transactions, approved, ensuring that such transactions
were executed in a fair, transparent, and compliant manner.

Pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars
of these material related party transactions are disclosed in Form AOC-2, which forms part of this Annual Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has amended the Related Party
Transactions Policy on March 31, 2025 and the same is uploaded on the Company’s website at: http://adhikaribrothers.com/pdf/
Policy-on-Related-Party-Transactions_SABTNL.PDF

Members may refer to Note 23 to the standalone financial statements which set out related party disclosures pursuant to IND AS.

Further, the prescribed details of related party transactions in Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014 is given in the “Annexure IV” to this Report.

¦ STATUTORY AUDITORS AND THEIR REPORT:

Statutory Auditors:

M/s. Hitesh Shah & Associates, Chartered Accountants (ICAI FRN Reg. No. 107564W) were appointed as the Statutory Auditor of
the Company for a term of 5 (five) consecutive years, at the 28^th AGM, held on 14^th September 2023. The Company has received
confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on the financial statement referred to in the Statutory Auditor’s Report are self-explanatory and do not call for any
further comments. The Statutory Auditor’s Report on the standalone and consolidated financial statements of the Company for the
financial year ended 31^st March 2025, forms part of this Annual Report.

On a Standalone and Consolidated basis, there are no qualifications stated in the audit report and hence there is nothing specific

to comment on the Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.

¦ REPORTING OF FRAUDS BY AUDITORS:

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

¦ SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed M/s. HRU & Associates, Practicing Company Secretaries, (COP: 20259) as the
Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report
for the Financial Year 2024-25 is appended to this report as “Annexure V”.

Report of the Secretarial Auditors is self-explanatory and does not contain any adverse remarks or qualifications or disclaimers etc.

Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, issued by the Securities and Exchange Board of
India, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year 2024-25, from M/s. HRU &
Associates, Practicing Company Secretary,

(COP: 20259) on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder and the copy of the
same has been submitted to the Stock Exchanges within the prescribed timeline.

¦ MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148(1) of the Act, the Government has not prescribed maintenance of the cost records in
respect of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records or Cost Audit is not
applicable to the company during the year under review.

¦ INTERNAL AUDITOR:

Pursuant to provisions of Section 138 read with rules made thereunder, the Board in its meeting held on May 24, 2024 has
appointed M/s. N H S & Associates, Chartered Accountants, (FRN: 112429W) were appointed as an Internal Auditors of the
Company for the Financial Year 2024-25.

Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for
their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

¦ INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including
adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain
the appropriate Standards of Internal Financial Control. The management duly considers and takes appropriate actions on the
recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee. The details in respect of internal
financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual
Report.

¦ BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”):

During the year under review, the market price of the Company’s equity shares witnessed movement, resulting in the Company
being classified amongst the top 1000 listed entities as per market capitalization as on December 31, 2024. Accordingly, the
provisions relating to Business Responsibility and Sustainability Reporting (BRSR) are applicable to the Company for the financial
year.

The Company remains committed to complying with all regulatory requirements and will continue to strengthen its governance
framework and sustainability practices as it grows.

In accordance with the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report (BRSR), outlining the Company’s initiatives and performance from an
Environmental, Social, and Governance (ESG) perspective, has been prepared in the prescribed format and is enclosed to this

report as Annexure VII.

¦ ANNUAL RETURN:

The Annual Return in Form MGT-7 as on 31^st March 2025, as required under Section 92(3) of the Companies Act, 2013, and
Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company and can be
accessed at http://www.adhikaribrothers.com/.

¦ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review 2024-25, details of loans, guarantees, investments, or securities given by the Company as
per Section 186 are as follows:

S r . No.	Particulars	Yes/No
(a)	Whether any loan, guarantee is given by the company or securities of any other body corporate purchased?	No
(b)	Whether the Company falls in the category provided under section 186(11)	No
(c)	Are there any reportable transactions on which section 186 applies? (whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account)	No
(d)	Brief details as to why transaction is not reportable	NA

Details of existing loans, guarantees, and investments are provided in Notes to the Financial Statement forming integral part of this
Annual Report.

¦ FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company has put in place a familiarization program for
Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the operations of the Company,
business overview etc. The details of the familiarization program is available on the website of the Company.

¦ DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made
thereunder do not apply to the Company. Therefore, the Company has not developed and implemented any policy on Corporate
Social Responsibility initiatives.

¦ DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the reporting period there have been no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company’s operations.

¦ MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF
THE REPORT:

Except as disclosed elsewhere in this report, there were no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year of the Company i.e. March 31, 2025, and the date of the
Director’s Report.However, it may be noted that an Open Offer has been announced in accordance with the provisions of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The outcome of the said Open Offer may result in a change
in management and control of the Company.

¦ COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the ICSI and
the Company has complied with all the applicable provisions of the same during the year under review.

¦ 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, details regarding
Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

A	CONSERVATION OF ENERGY
i)	Steps taken or impact on conservation of energy	The Operations of the Company are not much energy intensive. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.
ii)	Steps taken by the Company for utilizing alternate sources of energy	Though the activities undertaken by the Company are not energy-intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.
iii)	Capital investment on energy conservation equipment	Nil
B	TECHNOLOGY ABSORPTION
i)	Efforts made towards technology absorption		The minimum technology required for the business has been absorbed
ii)	Benefits derived from technology absorption		None
iii)	Details of Imported technology (last three years)		N.A.
	- Details of technology imported
	- Year of import
	- Whether technology being fully absorbed
	- If not fully absorbed, areas where absorption has not taken place and reasons thereof
iv)	Expenditure incurred on Research and development		Nil
C	FOREIGN EXCHANGE EARNINGS AND OUTGO
i)	Foreign Exchange inflow			Nil
ii)	Foreign Exchange outflow			Nil

¦ CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a 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, a mechanism for the 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 https://www.adhikaribrothers.com/wp-content/uploads/2019/05/Fair-Practice-Code-Policy.pdf.

¦ DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
Financial Year 2024-25.

¦ DETAILS OF DIFFERENCE BETWEEN THE 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 ALONG WITH THE
REASONS THEREOF:

No such valuation has been done during the Financial Year 2024-25.

¦ GREEN INITIATIVE IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs (“MCA”) has undertaken a green initiative in Corporate Governance by allowing paperless

compliances by the Companies and has permitted the service of Annual Reports and documents to the shareholders through
electronic mode subject to certain conditions and the Company can send Annual Reports and other communications in electronic
mode to the members who have registered their email addresses with the Company.

¦ ACKNOWLEDGEMENT:

The Board of Directors expresses their gratitude for the valuable support and co-operation extended by various Government
authorities and stakeholders’ including shareholders, banks, financial institutions, viewers, vendors and service providers.

The Board also place on record their deep appreciation towards the dedication and commitment of your Company’s employees at
all levels and look forward to their continued support in the future as well.

The Directors appreciate and value the contribution made by every member of the SABTNL family.

Place: Mumbai For and on behalf of the Board of Directors

Date: August 14, 2025 Sd/-

Regd. Office: Ravi Adhikari

6th Floor, Adhikari Chambers, Oberoi Complex, Chairman

New Link Road, Andheri (West), Mumbai - 400 DIN: 02715055

053

---

Mar 31, 2024

Your Board of Directors is delighted to present the 29th Annual Report of our esteemed Company, along with the Financial Statements for the financial year ending on 31st March 2024, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”).

Pursuant to Section 7 of the Insolvency and Bankruptcy Code, 2016 (“Code”) read with the rules and regulations framed thereunder, the Hon''ble National Company Law Tribunal, Mumbai Bench, (“NCLT)''''), had vide its order dated 20th December

2019 (“Admission Order”) admitted the application and ordered the commencement of Corporate Insolvency Resolution Process (“CIRP”) of Sri Adhikari Brothers Television Network Limited (“Company”). Further, the Hon''ble NCLT had pursuant to admission order appointed Mr. Vijendra Kumar Jain, having IP registration No. IBBI/IPA-004/IP- P00721/2017-18/11253, as the Interim Resolution Professional (“IRP”) Corporate Debtor vide its order dated 20th December 2019. In terms of the admission order, inter alia, the Management of the affairs of the Corporate Debtor was vested with the IRP Subsequently, the Committee of Creditors ("CoC") had appointed Mr. Vijendra Kumar Jain as Resolution Professional (“RP”) in their meeting held on 15th January

2020 to manage the day-to-day affairs of the Company. On the appointment of the IRP/RP the powers of the Board of Directors of the Company were suspended.

Later, the Committee of Creditors approved the Liquidation of the Company in their meeting held on 24th August 2021. Pursuant to this approval, Hon''ble NCLT approved the liquidation vide order dated 16th December 2021 and the liquidator, namely "Mr. Ashish Vyas" was appointed vide modification order dated 4th January 2022. The modified liquidation order was uploaded and received on 21st January 2022.

An Appeal was filed by the Suspended Management against the Hon''ble NCLT order. With reference to this appeal, the Hon''ble NCLAT, vide its order dated 31st January 2022, had stayed the liquidation proceedings, on 12th October 2022, during the final hearing before the Hon''ble NCLAT, the legal counsel of the RP informed the Hon''ble NCLAT that the Resolution Plans were duly considered by the Committee of Creditors and have received approval with 93.50% votes. As a result, both appeals were dismissed by Hon''ble NCLAT as infructuous.

The Hon''ble NCLT, Mumbai Bench, vide its order dated 8th December 2023 approved the Resolution Plan (“Resolution Plan”) submitted by 1) M/s. SAB Events & Governance Now Media Ltd. 2) M/s. Marvel Media Pvt. Ltd. 3) Mr. Ravi Adhikari and 4) Mr. Kailasnath Adhikari, (Collectively referred to as “Resolution Applicants”), in accordance with Section 30(6) of the Code.

An existing Board of Directors of the Company was reinstated on 26th December 2023 by the Supervisory Committee ("SC") of the Company (constituted in terms of the Resolution Plan) in their meeting held on even date.

The approved Resolution Plan is binding on the Company and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed such as guarantors and other stakeholders involved in the Resolution Plan.

During the period of the CIRP i.e. from 20th December 2019 till 8th December 2023, the RP was in charge of the affairs of the Operations of the Company. The Board is submitting this report in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on the financial and operational health of the Company and performance of the Management for the period up to 26th December 2023 in the financial year under review.

FINANCIAL HIGHLIGHTS:

During the financial year, the performance of your company is as under:

(INR in Lakhs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from operations	150.00	0	276	0
Other income	28.79	0.03	49.90	0.03
Total Revenue	178.79	0.03	325.90	0.03
Expenses before Finance cost and Depreciation / Amortizations	465.35	84.60	561.91	84.60
Profit / (Loss) before Finance cost and Depreciation / Amortizations	(286.56)	(84.57)	(236.01)	(84.57)
Less: Finance Cost	0.52	0.01	0.52	0.01
Less: Depreciation / Amortization	1,873.12	2,042.06	1,873.12	2,042.06
profit/ (Loss) after finance Cost and Depreciation/ Amortizations but before exceptional items	(2,160.20)	(2,126.64)	(2,109.65)	(2,126.64)
Less: Exceptional items	0	0	0	0
Profit / (Loss) after Exceptional Item and before Tax	(2,160.20)	(2,126.64)	(2,109.65)	(2,126.64)
Less: Tax Expenses	0	0	25.28	0
Profit / (Loss) for the year	(2,160.20)	(2,126.64)	(2,134.93)	(2,126.64)

REVIEW OF OPERATIONS & STATE OF THE COMPANY AFFAIRS:

The Company operates in a Single segment i.e. Content Production and Distribution.

During the year under review, the total turnover from the operations was INR 150 Lakhs. During the year, the Company recorded a loss before tax of INR (2,160.20) Lakh as against loss before tax of INR (2,126.64) Lakh in the previous financial year. The loss after tax was INR (2,160.20) Lakh during financial year 2023-24 as against a loss after tax of INR (2,126.64) Lakh in the previous financial year.

The total comprehensive income is negative of INR (2,160.20) Lakh during the financial year 2023-24 as against negative of INR (2,126.64) Lakh in the previous financial year.

In accordance with the provisions of the Insolvency and Bankruptcy Code, the Company was undergoing CIRP pursuant to the Order of the Hon''ble NCLT, Mumbai Bench, Dated 20th December 2019.

The Hon''ble NCLT, Mumbai Bench vide its Order dated 8th December 2023 has approved the Resolution Plan submitted by the Resolution Applicants. Pursuant to the approval of the Resolution Plan, the position of the earlier Board of Directors was reinstated in the Company w.e.f. 26th December 2023. It is to be noted that during the CIRP period (i.e. between 20th December 2019 till 8th December 2023), Resolution Professional was entrusted with and responsible for the management of the business affairs of the Company. From the date of Approval of Resolution Plan i.e. 8th December 2023, till the reinstatement of the Board i.e. 26th December 2023, the Supervisory Committee ("SC"), constituted under the terms of the Resolution Plan, was charged with the successful implementation of the resolution plan and looking into the affairs of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Companies Act, 2013 and Listing Regulations, read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the consolidated financial statements form part of this Annual Report. The audited financial statements, including the consolidated financial statements and related information of the Company, along with the audited accounts of the subsidiary, are available on the Company''s website and can be accessed through the link: www.adhikaribrothers.com/financials/. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays, and National Holidays, up to the date of the 29th Annual General Meeting (''AGM'') of the Company.

INDIAN ACCOUNTING STANDARDS:

The financial statements of the Company for the financial year ended 31st March 2024 have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. This adherence underscores the Company''s commitment to transparent and accurate financial reporting, ensuring reliability and consistency in disclosures.

SHARE CAPITAL:

The Company''s authorized share capital is INR 48,50,00,000, comprising of INR 46,10,00,000/- (Indian Rupees Forty-Six Crores Ten Lacs only) divided into 4,61,00,000 Equity Shares of INR 10/- each and INR 2,40,00,000/- (Indian Rupees Two Crores Forty Lacs only) divided into 24,00,000 Redeemable Preference Shares of INR 10/- each.

Reduction of Share Capital as per Resolution Plan:

Pursuant to the Resolution Plan approved by the Hon''ble NCLT, Mumbai Bench, vide its Order dated 8th December 2023, the Share Capital of the Company stand reduced from the existing INR 37,30,55,680/- consisting of INR 34,94,45,000/- divided into 3,49,44,500 Equity Shares of the face value of INR 10 each and INR 2,36,10,680/- divided into 23,61,068 Preference Shares of the Face Value of INR 10 TO Rs.37,30,560/- divided into 3,73,056 Equity Shares of the Face Value of Rs.10 each. (Directly or via intermediate steps of face value reduction from Rs.10 to Rs.0.10 and share consolidation of 100 shares of Rs.0.10 face value to 1 share of Rs.10 face value.). Existing holders of Preference Shares were allotted the New Equity Shares in the proportion of Capital Reduction.

Fresh issue of equity shares and share warrants:

During the year under review, the Company had allotted 60,00,000 (Sixty Lacs) Equity Shares at a face value of INR 10 (Indian Rupees Ten only) each, aggregating up to INR 6 Crore (Indian Rupees Six Crores only) and 2,30,00,000 (Two Crores Thirty Lacs) Convertible Share Warrants at a face value of INR 10 (Indian Rupees Ten only) each, aggregating up to INR 23 Crores (Indian Rupees Twenty Three Crores only) on 23rd February 2024. Further during the year, the Company has allotted 1,90,00,000 (One Crore Ninety Lacs) Equity Shares pursuant to the exercise of the convertible warrants into equity shares at a face value of INR 10 (Indian Rupees Ten only) each, aggregating up to INR 19 Crores (Indian Rupees Nineteen Crores only) on 21st March 2024. The details of the above issued, allotment and conversion are mentioned as below:

Sr. No.	Name of allottees	Type of Issued, allotment and conversion details	Date of Allotment	Number of Securities Allotted
1.	M/s. Ruani Media Service Private Limited	Allotment of Equity Shares	23rd February 2024	40,00,000
		Allotment of Convertible Share Warrants	23rd February 2024	1,10,00,000
		Allotment of Equity Shares pursuant to the conversion of Warrants	21st March 2024	1,10,00,000
2.	M/s. Leading Leasing Finance & Investment Company Limited	Allotment of Equity Shares	23rd February 2024	10,00,000
		Allotment of Convertible Share Warrants	23rd February 2024	60,00,000
		Allotment of Equity Shares pursuant to the conversion of Warrants	21st March,2024	40,00,000
3.	M/s. Sera Investments & Finance India Limited	Allotment of Equity Shares	23rd February 2024	10,00,000
		Allotment of Convertible Share Warrants	23rd February 2024	60,00,000
		Allotment of Equity Shares pursuant to the conversion of Warrants	21st March 2024	40,00,000

The allotted equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited after the application was made and requisite approvals were received from both exchanges. The proceeds from the issue have been utilized as per the resolution plan approved by the Hon''ble NCLT order dated 8th December 2023.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business during the financial year under review.

TRANSFER TO RESERVES:

In view of the losses incurred during the year under review, no amount has been transferred to reserve.

DIVIDEND:

In view of the net loss incurred by the Company for the financial year and the accumulated losses of the previous financial years, the Board does not recommend any dividend to the Shareholders of the Company for the financial year ended 31st March 2024.

CREDIT RATING:

During the period under review, there was no credit rating revised and no new credit rating has been obtained by the Company. INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the unclaimed/unpaid dividend amount for the financial year 2015-16 along with the shares on which Dividend remained unclaimed/unpaid for a period of seven consecutive years was due to be transferred to the Investor Education and Protection Fund (IEPF). The details of unclaimed/ unpaid dividends has been uploaded on the website of the Company at https://www.adhikaribrothers.com/general-info.

PUBLIC DEPOSITS:

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with rules made thereunder at the end of financial year 2023-24 or the previous financial years. Your Company did not accept any deposit during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The following named personnel are the Directors and KMP''S of the Company as on 31st March 2024 as per Section 203 of the Companies Act, 2013:

Sr. No.	Name	Designation
1.	Mr. Markand N. Adhikari	Chairman & Managing Director
2.	Mr. Ganesh Prasad Raut	Independent Director
3.	Mr. M. Soundara Pandian	Independent Director
4.	Mr. Umakanth Bhyravajoshyulu	Independent Director
5.	Mrs. Latasha L. Jadhav	Non-Executive - Non-Independent Director
6.	Mr. Pritesh Rajgor	Independent Director
7.	Mr. Suresh Khilari	Chief Financial Officer

*Mr. Hanuman Patel has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 1st April, 2024.

RETIREMENT BY ROTATION & SUBSEQUENT REAPPOINTMENT:

In accordance with the provisions of Section 152 & other applicable provisions if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mrs. Latasha Jadhav (DIN: 08141498) Non-Executive Director) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered heself for re-appointment.

The Nomination and Remuneration Committee and Board have recommended her re-appointment as Non-Executive Director of the Company for approval of Shareholders at the ensuing Annual General Meeting of the Company.

CHANGES IN THE DIRECTORS DURING THE YEAR UNDER REVIEW:

The Board of Directors of the Company at its meeting held on 21st March 2024, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Act read with the Articles of Association of the Company, had approved the appointment of Mr. Pritesh Rajgor as Additional Independent Director, with immediate effect. Further, he was appointed/regularized as Independent Director by the Shareholders on 19th June 2024 by way of postal ballot.

CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, the following changes took place in the Key Managerial Personnel of the Company:

Mr. Suresh Khilari was appointed as Chief Financial Officer of the Company w.e.f. 29th December 2023.

Mrs. Kajal Pandey (Membership No. A69492) has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. the closing hours of 5th January 2024.

The Board of Directors of the Company at its meeting held on 21st March 2024, based on the recommendation of the Nomination and Remuneration Committee, had approved the appointment of Mr. Hanuman Patel (Membership No. A55616) as Company Secretary and Compliance Officer of the Company w.e.f. 1st April 2024.

DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review, all Independent Directors have given their declarations pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have also complied the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Companies Act, 2013 and Rules made thereunder and Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of the Listing Regulations, all Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including proficiency. In terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained.

In terms of provisions of the Listing Regulations, the Board of Directors of the Company has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company. The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code.

MANAGERIAL REMUNERATION:

The Company was under CIRP and the Resolution Plan was approved by the Hon''ble NCLT, Mumbai Bench vide its order dated 8th December 2023. The existing management of the Company has been reinstated with effected from 26th December 2023. Accordingly, except Dr. Ganesh P Raut, a Member of RP Committee, none of the other directors received any remuneration from the Company. Dr. Ganesh P Raut received sitting fees for attending the Resolution Professional (RP) Committee Meeting.

ANNUAL PERFORMANCE EVALUATION:

As per Section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company were suspended during the CIRP with effect from 20th December 2019 and such powers were vested with the Resolution Professional. As a part of the implementation of the Resolution Plan approved by the Hon''ble NCLT vide its order dated 8th December 2023, the reinstated Board of the Company took control over the operation w.e.f. 26th December 2023 post their reinstatement on the Board of the Company. Therefore, being a very short period, it was not feasible for the Board of Directors to carry out the performance evaluation of the Board, its committees and individual directors and consequently, no separate meeting of independent directors took place to review the performance of Non-Independent Directors, the Board as a whole and the Chairman during the remaining period of the year under review after the reinstatement of the Board of the Company .

Further, the Management has diligently worked on the execution of the Resolution Plan. The Company has put in place a policy containing, interalia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors).

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:

Post initiation of the Corporate Insolvency Resolution Process vide Hon''ble NCLT Order dated 20th December 2019, the powers of the Board of Directors were suspended. Since the powers of the Board were suspended instead of Board Meetings and Committee Meetings, a Resolution Professional (RP) Committee Meeting was conducted by the RP in compliance with the provisions of the Insolvency and Bankruptcy Code, 2016. Post approval of the Resolution Plan by Hon''ble NCLT via order dated 8th December 2023, the existing Board of Directors of the Company was reinstated by the approval of the Supervisory Committee of the Company at their meeting held on 26th December 2023.

During the year under review, Resolution Professional (RP) Committee Meetings were held on 26th May 2023, 14th August 2023 and 9th November 2023.

After the reinstatement of the Board of Directors, 6 (six) Board Meetings were held on 28th December 2023, 29th December 2023, 12th January 2024, 14th February 2024, 23rd February 2024, 21st March 2024. The intervening gap between two consecutive Board Meetings did not exceed the stipulated time.

Details of constitution/reconstitution of the Committees of the Board and their meetings is given in the Report on Corporate Governance forming part of this Annual Report.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the relevant provisions of applicable laws and statutes, as on March 31, 2024 the Company had 3 (Three) committees of the Board viz.:

• Audit Committee;

• Nomination & Remuneration Committee; and

• Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance of the members are provided in the Corporate Governance Report, forming part of this Annual Report.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Pursuant to provisions of Section 134(3)(e) and Section 178 of the Companies Act, 2013 read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, prior to commencement of CIRP the Board had adopted a Policy on “Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration” and it is available on the website of the Company at https://www.adhikaribrothers.com/disclosure-under-regulation-46-of-sebi. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a nontoxic, safe & friendly work environment to all its employees. The Company has established an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has formulated a policy and framework for employees to report sexual harassment cases at the workplace.

All women employees, permanent, contractual, temporary and trainees are covered under this policy. The Company''s policy ensures complete confidentiality of information. During the financial year 2023-24, no cases in the nature of Sexual harassment was reported at any workplace of the Company.

The details of the complaints in relation to the Sexual Harassment of Women at the Workplace filed/disposed/pending is given in the Report on Corporate Governance which is forming part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is dedicated to mounting a culture where it is safe for all employees to raise their concerns about any unacceptable practice or misconduct. The Company is committed to abide by the highest standard of ethical, moral and legal conduct of Business operations. Your Company encourages its employees to come forward and express their concerns of any unfair practices.

The Company believes in the conduct of affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity & ethical behavior.

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177 of the Companies Act & Regulation 22 of the Listing Regulations.

The Company has in place the structure to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons. The Whistle Blower Policy has been posted on the website of the Company https://www.adhikaribrothers.com.

During the year under review, there are no complaints/reports received by the Company in the said mechanism for the Company and for its subsidiaries.

RISK MANAGEMENT:

Adaption and execution of a well-defined Risk Management plan is significant to avoid future exigencies, thus the Company''s approach to articulate Business Risk is comprehensive and includes periodic review of risks and designing a framework for necessary controls and timely reporting.

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy have been covered in the Management Discussion and Analysis, which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Members may kindly note that the Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP (i.e. between 20th December 2019 to 8th December 2023), Resolution Professional was entrusted with and responsible for the Management of the affairs of the Company. The Reconstituted Board is submitting this report in compliance with the Companies Act, 2013 and Listing Regulations and the Directors, to discharge fiduciary duties with respect to the oversight of the financial and operational health of the Company and performance of the management for the period under review.

The existing Board of Directors have been reinstated since 26th December 2023. Consequently, the reinstated Board has only a limited overview of the effectiveness of the internal financial and other controls of the Company for the financial year 2023-24. Accordingly, pursuant to Section 134(5) of the Act, the reinstated Board of Directors, in a limited period of time and to the best of their knowledge state that:

1. In preparation of the annual accounts for the financial year ended 31st March 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

2. The Company 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 as at 31st March 2024 and of the loss of the Company for the year ended on that date;

3. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual financial statements for the financial year ended 31st March 2024 have been prepared on a ''going concern'' basis;

5. Internal financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate an operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the following have been made a part of the Annual Report and are attached to this report:

a. Management Discussion and Analysis (Annexure V);

b. Report on Corporate Governance (Annexure VI);

c. Declaration on Compliance with Code of Conduct;

d. Certificate from Practicing Company Secretary that none of the Directors on the board of the company have been debarred or disqualified from being appointed or to act as director of the Company;

e. Certificate regarding compliance of conditions of Corporate Governance.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Company is required to appoint an internal auditor. The Company was under the CIRP during which there were no operations in the Company. As a result, the Company did not appoint any internal auditors, and therefore, no Internal Audit Report was placed before the Board. However, the Board has appointed M/s. NHS & Associates as Internal Auditors of the Company for the financial year 2024-2025 in its Meeting held on 24th May 2024.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews as well as continuous monitoring by functional leaders. The Audit Committee reviews the adequacy and effectiveness of the Company''s Internal Controls and monitors the implementation of audit recommendations.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as “Annexure I - Part A”.

The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in this Report as “Annexure I - Part B” and forms a part of this report.

SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Sections 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 its subsidiaries and a separate statement containing the salient features of financial statements of subsidiary in Form AOC-1, which forms part of this Annual Report.

During the year under review, no company became/ ceased to be a subsidiary, joint venture or associate of the Company.

As on 31st March 2024, the Company has 1 (One) Subsidiary Company i.e M/s. Westwind Realtors Private Limited and 1 (One) Associate Company i.e SAB Media Networks Private Limited. The details of the Subsidiary and Associate Companies are mentioned in the Report on Corporate Governance forming part of this Annual Report and given in Form AOC-1 as ''Annexure II" to this report.

During the year under review, pursuant to allotment of Equity Shares as per the Resolution Plan, M/s. Ruani Media Service Private Limited, being a Special Purpose Vehicle (SPV) of the Resolution Applicants, has been added to the Promoter Group of the Company pursuant to the acquisition of the majority stake in the Company, thereby becoming the Holding Company of M/s. Sri Adhikari Brothers Television Network Limited.

As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries (“Policy”). The details of the Policy are available on the Company''s website and can be accessed through the link: https://adhikaribrothers.com/pdf/Policv-on-Determining-Material-Subsidiaries_SABTNL.PDF.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company''s website and can be accessed through the link: http://www.adhikaribrothers.com/financials/. The financial statements of the subsidiary, as required, are available on the Company''s website and can be accessed through the link: https://www.adhikaribrothers.com/subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts or arrangements entered into by the Company with its related parties during the Financial Year were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements have been approved by the Audit Committee, as applicable.

The material transaction was entered with the related parties during the Financial Year under review. Further, the prescribed details of related party transactions in Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the "Annexure III" to this Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transactions Policy and the same is uploaded on the Company ''s website at: http://adhikaribrothers.com/pdf/Policy-on-Related-Party-Transactions SABTNL.PDF.

Members may refer to Note 23 to the standalone financial statements which set out related party disclosures pursuant to IND AS. STATUTORY AUDITORS AND THEIR REPORT:

Statutory Auditors:

M/s. Hitesh Shah & Associates, Chartered Accountants (ICAI FRN Reg. No. 107564W) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 28th AGM, held on 14th September 2023. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on the financial statement referred to in the Statutory Auditor''s Report are self-explanatory and do not call for any further comments. The Statutory Auditor''s Report on the standalone and consolidated financial statements of the Company for the financial year ended 31st March 2024, forms part of this Annual Report.

Further, the following were the details of the audit qualifications made by the statutory auditors in their report for financial year 2023-24 and Management''s reply to it.

1) Details of Audit Qualification:

Inter-Company Related Party balances with TV Vision Limited and SAB Events and Governance Now Media Limited as on 31st March 2024 is subject to confirmation/ reconciliation. The impact, if any, due to non-reconciliation of Inter-Company accounts on the financial statements of the Company as on 31st March 2024 is unascertainable.

Reply from the Management:

The Company is in the process of reconciling the outstanding balance with its group companies and the impact, if any, on the accounts of the Company will be provided in due course of time.

2) Details of Audit Qualification:

Bank Balances totaling to INR 4.41 Lacs are subject to confirmation / reconciliation due to non-receipt of bank statements / bank confirmation / external confirmations as on 31st March 2024, as represented to us by the management. The impact, if any, on the financial statements as on 31st March 2024 could not be ascertained.

Reply from the Management:

The Company has continuously followed up with the banks to provide confirmation as on the financial year ended 31st March 2024.

REPORTING OF FRAUDS BY AUDITORS:

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

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board on 24th May 2024 has approved the appointment of M/s. HRU & Associates, Practicing Company Secretaries, Mumbai (COP No.: 20259), as the Secretarial Auditors of the Company to conduct audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is attached to this report as “Annexure IV”.

SECRETARIAL COMPLIANCE REPORT:

Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019, issued by the Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March 2024, from M/s. HRU & Associates, Practicing Company Secretaries, on compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder. A copy of the same has been submitted to the Stock Exchanges within the prescribed due date.

COST AUDIT AND RECORDS:

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the government has not prescribed the maintenance of cost records for the services dealt with by the Company. Therefore, the requirement for maintenance of cost records under the said section is not applicable to the Company for the financial year under review.

ANNUAL RETURN:

The Annual Return in Form MGT-7 as on 31st March 2024, as required under Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company and can be accessed at http://www.adhikaribrothers.com/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, the particulars of Loans, Guarantees, and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013, are provided in the Notes to the Financial Statements, which form part of this Annual Report.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the operations of the Company, business overview etc. The details of the familiarization program is given in the Corporate Governance Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Hon''ble NCLT, Mumbai bench, has passed an Order dated 8th December 2023 approving the Resolution Plan for revival of the Company.

However, there was no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company''s Operations in future.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government with respect to Meetings of the Board of Directors and General Meetings.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:

Conservation of Energy:

a. Steps taken or impact on conservation of energy - The Operations of the Company are not much energy intensive. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not much energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment - Nil.

Technology Absorption:

a. The efforts made towards technology absorption - the technology required for the business has been absorbed as and when required.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -Not Applicable.

d. The expenditure incurred on Research and Development - Not Applicable.

Foreign Exchange earnings and Outgo: Nil

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a 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, a mechanism for the 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 https://www.adhikaribrothers.com/wp-content/uploads/2019/05/Fair-Practice-Code-Policv.Pdf. ACKNOWLEDGMENT:

The Board of Directors expresses their gratitude for the valuable support and co-operation extended by various government authorities and stakeholders'' including shareholders, banks, financial Institutions, viewers, vendors and service providers.

The Board also places on record their deep appreciation towards the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

The Directors appreciate and value the contribution made by every member of the SABTNL family.

For Sri Adhikari Brothers Television Network Limited

Markand Adhikari Chairman & Managing Director DIN:00032016

Date: 8th July, 2024 Place: Mumbai

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 19th Annual Report together with the Financial Statements of the Company for the financial year ended on 31st March, 2014.

1. Financial Highlights:

(Rs. in Millions)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Total Revenue from business 716.04 606.43

Earnings before Finance charges, Depreciation and Tax 170.52 162.32

Less: Finance charge 24.01 33.94

Earnings before Depreciation and Tax (EBDTA) 146.51 128.38

Less: Depreciation 92.41 91.87

Earnings/(Loss) before Tax Adjustments (EBTA) 54.10 36.51

Tax Expenses 18.07 1.52

Profit / (Loss) After Tax (PAT) 36.04 34.99

Profit b/f from previous year 23.76 6.17

Surplus available for Appropriation 59.80 41.16

Less: Proposed Dividend 19.99 14.97

Less: Tax on Proposed Dividend 3.40 2.43

Balance carried to Balance Sheet 36.41 23.76

The comments of the Board of Directors on the financial performance have been provided under the Management Discussion and Analysis Report as an attachment to this report.

2. Dividend:

Your directors are pleased to recommend a dividend of Rs. 0.60 per Equity Share (Previous Year Rs. 0.60 per Equity Share), being 6% of the paid-up equity capital of the Company for the financial year ended on 31st March, 2014.

The Company issued and allotted 1,00,00,000 warrants on preferential basis convertible into even number of Equity Shares at an issue price of Rs. 75.10 (including premium of Rs. 65.10 per share) on 18th March, 2014. Upto 31st March, 2014, 28,20,000 warrants were converted into 28,20,000 Equity Shares of Rs. 10/- each. The remaining 71,80,000 warrants are converted into 71,80,000 Equity Shares of Rs. 10/- each on various dates after 31st March, 2014. As a result of the allotments, the paid up share capital of the Company has increased to Rs. 34,94,45,000 divided into 3,49,44,500 Equity Shares of Rs. 10/- each.

Considering these changes in the paid up share capital of the Company, the outgo on account of dividend will absorb Rs. 24.53 millions (including dividend tax payable of Rs. 3.56 millions). The dividend, if approved, shall be payable to those members whose names shall appear on the Company''s Register of Members as on date of Annual General Meeting of the Company i.e. 26th September, 2014.

3. Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Gautam Adhikari, Chairman & Whole Time Director of the Company, retires by rotation at the ensuring Annual General Meeting and being eligible, has offered himself for re-appointment.

In terms of the provisions of Section 149 and 152 of Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, Independent Director of the Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Prasannakumar B. Gawde, Mr. Arun Khakhar and Mr. Manmohan Singh Kapur as Independent Directors of the Company to hold office as such upto 31st March, 2019, who shall not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of Listing Agreement. Your Board recommends for their re-appointment as Independent Directors of the Company in terms of the provisions of Companies Act, 2013.

Ms. Kalindi Jani is appointed as an Additional Director of the Company w.e.f. 23rd August, 2014. In terms of provisions of Section 161 of the Companies Act, 2013, Ms. Kalindi Jani, holds office as such up to the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from member under Section 160 of the Companies Act, 2013 together with necessary deposit proposing her candidature for the office of Director of the Company.

Mr. Gautam Adhikari is re-appointed as Chairman and Whole Time Director of the Company for a further period of three years w.e.f. 1st October, 2014, subject to the approval of members.

Brief resume of Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of Listing Agreement entered with the Stock Exchanges are given in the Notice convening 19th Annual General Meeting.

Your Directors recommends the appointment/re-appointment of directors as aforesaid.

4. Directors'' Responsibility Statement:

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, the Directors of your Company confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and have 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 31st March, 2014 and of the profit of the Company for the year ended on that date;

c) that they have 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 for preventing and detecting fraud and other irregularities; and

d) that they have prepared the annual accounts on a "Going Concern" basis.

5. Subsidiary Companies:

As on 31st March, 2014, the Company had five subsidiary companies, viz.:

Sr. No. Name of the Subsidiary Company Status of the Company

l TV Vision Limited (TVVL) Wholly Owned Subsidiary Company

2 Westwind Realtors Private Limited (WRPL) Subsidiary Company

3 MPCR Broadcasting Service Step Down Subsidiary Private Limited (MPCR) Companies

4 UBJ Broadcasting Private (Subsidiaries of TV Vision Limited (UBJ) Limited)

5 HHP Broadcasting Services Private Limited (HHP)

6. Consolidated Financial Statements:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with its holding Company''s Balance Sheet, if the holding Company presents in its Annual Report the Consolidated Audited Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Audited Financial Statements in the Annual Report and accordingly is not attaching the Balance Sheets of the subsidiary companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. TV Vision Limited (TVVL), Westwind Realtors Private Limited (WRPL), MPCR Broadcasting Service Private Limited (MPCR), UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting Services Private Limited (HHP) is given in Annexure attached to this report.

The Annual Accounts of the subsidiary companies will be available on the Company''s website www.adhikaribrothers.com and shall also be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company during the Office hours on all working days and during the Annual General Meeting.

7. Auditors:

M/s. A. R. Sodha and Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their re- appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the re-appointment of M/s. A. R. Sodha and Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to audit financial statements for the financial year 2014-15.

8. Public Deposits:

Your Company has neither accepted nor renewed any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended 31st March 2014. However, Public deposits amounting to Rs. 1,31,000/- remained unclaimed as on 31st March 2014.

9. Corporate Social Responsibility (CSR)

Sri Adhikari Brothers Television Network Limited endeavours to reach out to underprivileged communities across India and work towards making a meaningful difference to the quality of life of such communities. We quench to build a better sustainable way of life for the society. Though the provision of Section 135 of the Companies Act, 2013 are not applicable to the Company, still the Company being one of the oldest and the pioneer in Media & Entertainment Industry is geared up and committed to serve the society in all possible ways.

10. Particulars of employees:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

11. Employee Stock Option Scheme:

The members of the Company through postal ballot process, the result of which was declared on 25th July, 2014, approved the Issue and offer of upto 1,00,000 Options to the Employees of the Company under SABTNL Employee Stock Option Scheme 2014 -15 (ESOS 2014-15).

12. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

As required under the provisions of Section 217(2A) of the Companies Act, 2013 read with Section134(3)(m) of the Companies Act, 2013 and other applicable rules, particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo for the year under review are as follows:

(A) Conservation of Energy:

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to- day activities. However, considering the business activities carried out by the Company, your directors have nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C ) Technology absorption, adoption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adoption and take innovative steps to use the scarce resources effectively.

13. Corporate governance:

Pursuant to Clause 49 of the Listing Agreement entered with the Stock Exchanges, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Report on Corporate Governance

* Auditors'' Certificate regarding compliance of conditions of Corporate Governance

* Declaration on Compliance with Code of Conduct

14. Change in Share Capital of the Company:

The Company issued and allotted 1,00,00,000 Warrants on preferential basis convertible into even number of Equity Shares at an issue price of Rs. 75.10 (including premium of Rs. 65.10 per share) to entities in promoter group and others on 18th March, 2014. The preferential allotment was made in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements ) Regulations, 2009. All the warrants are now converted into equity shares. As a result of the allotments of Equity Shares upon conversion of said warrants, the paid up share capital of the Company has increased to Rs. 34,94,45,000/- divided into 3,49,44,500 Equity shares of Rs. 10/- each.

Upto 31st March, 2014, 28,20,000 warrants were converted into 28,20,000 Equity shares of Rs. 10/- each. Details of the proceeds from the issue of shares and warrants upto 31st March, 2014 and the utilization thereof are as follows:

Source : Amount

Proceeds from 25% deposit for issue of 1,00,00,000 warrants 187,750,000

Proceeds from issue of 28,20,000 Shares on coversion of warrants 158,836,500

Part Proceeds received for conversion of Balance Warrants 63,163,500

TOTAL 409,750,000

Application :

a) Amount Invested in Associates

By way of Equity Contribution 85,200,000

By way of Loan/Advances 130,200,000

b) Amount utilized for Repayment of Debts 159,500,000

c) Amount utilized for working capital 34,850,000

TOTAL 409,750,000

15. Appreciation:

Your Directors acknowledge with gratitude and wish to place on record their deep appreciation for the continued support and co-operation received by the Company from the various artists, Government authorities, shareholders, bankers, business associates, customers and financial institutions during the year.

The Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

For and On behalf of the Board of Directors

Place: Mumbai Gautam Adhikari Date: 23rd August, 2014 Chairman and Whole Time Director

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Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March, 2012.

1. Financial highlights

(Rs.In Millions)

Particulars For the year ended For the year ended 31st March, 2012 31st March, 2011

Total Revenue from Business 485.64 329.22

Earnings before finance charges, Depreciation and Tax 134.12 108.58

Less: Finance charge 27.83 21.53

Earnings before depreciation, tax and Amortization (EBDTA) 106.29 87.05

Less: Depreciation 91.75 81.14

Earnings/(Loss)Before Tax (EBTA) 14.54 5.91

Tax Expenses (2.63) 0.49

Profit/(Loss) After Tax (PAT) 17.17 5.42

Profit P/f from previous year 6.20 21.53

Surplus available for Appropriation 23.37 26.95

Less: Proposed Dividend 14.80 14.80

Less: Tax on Proposed Dividend 2.40 2.40

Less: Short Provision for final dividend (2009-10) - 3.08

Less: Short Provision for Dividend Distribution Tax (2009-10) - 0.47

Balance carried to Balance Sheet 6.17 6.20

The comments of the Board of Directors on the financial performance have Been provided under the title Management Discussion and Analysis as an attachment to this report.

2. Dividend

Your directors are pleased to recommend a dividend of Rs. 0.60 per Equity Share, for the financial year ended on 31st March, 2012. The outgo on account of this dividend will beRs. 17.20 millions (including dividend distribution tax of Rs. 2.40 millions). The dividend, if approved, shall be payable to those members whose name shall appear on the Company's Register of Members as on the date of Annual General Meeting of the Company i.e. 28th September, 2012.

3. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956, and the Articles of Association of the Company, Mr. M. S. Kapur retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Further, Mr. Gautam Adhikari was re-appointed as a Whole Time Director of the Company for a period of three years w.e.f. 31st October, 2011 and the members approved his re-appointment at the last Annual General Meeting held on 28th September, 2011.

4. Directors' Responsibility Statement

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, the Directors of your Company confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have Been followed and no material departures have Peen made from the same;

b) That they have selected such accounting policies and applied them consistently and have 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 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

d) That they have prepared the annual accounts on a going concern basis.

5. Subsidiary Companies

As on 31st March, 2012, the Company had six subsidiary companies, viz.:

Sr. No. Name of the Subsidiary Company Remarks

1 TV Vision Limited (Formerly known as The name of the Company was changed to TV Vision Limited TV Vision Private Limited) on 23rd June, 2011 consequent upon conversion into public limited company.

2 MPCR Broadcasting Service TV Vision Limited entered into Share Purchase Agreement with Private Limited (MPCR) the Company on 1st July, 2011 for acquisition of 100% stake in these Companies.

3 UBJ Broadcasting Private Limited (UBJ) Accordingly, MPCR, UBJ and HHP have Become step own 4 HHP Broadcasting Services Private subsidiaries of the Company on transfer of stake to TV Vision Limited (HHP) Limited on 1st August, 2011.

5 Westwind Realtors Private Limited There were no significant Business activities airing the year.

6 Maiboli Broadcasting Private Limited The Company was incorporated on 30th November, 2011 as Wholly Owned Subsidiary Company.

Further, on 4th April, 2012 the Company has incorporated "SAB Entertainment Network Private Limited", as a Wholly Owned Subsidiary Company.

As a result of the aforementioned changes, as on date the company has following subsidiary Companies:

Sr. No. Name of the Subsidiary Company Status of the Company

1 TV Vision Limited

2 Maiboli Broadcasting Private Limited Wholly Owned Subsidiary Company

3 SAB Entertainment Network Private Limited

4 Westwind Realtors Private Limited Subsidiary Company

5 MPCR Broadcasting Service Private Limited

6 UBJ Broadcasting Private Limited Step Down Subsidiary Company

7 HHP Broadcasting Services Private Limited

6. Consolidated Financial Statements

The Ministry of Corporate Affairs (MCA) voice General Circular No.2/2011 No. 51/12/2007-CL-lll dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding company's Balance Sheet, if the holding company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of its subsidiary companies with its Balance Sheets. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. TV Vision Limited (formerly known as TV Vision Private Limited), Westwind Realtors Private Limited, MPCR Broadcasting Service Private Limited (MPCR), UBJ Broadcasting Private Limited (UBJ), HHP Broadcasting Services Private Limited (HHP), and MaiPoli Broadcasting Private Limited is given in Annexure attached to this report.

The Annual Accounts of the subsidiary companies will be available on the company's website www.aahikariProthers.com and shall also be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company during the Office hours on all working days and during the Annual General Meeting.

7. Public Deposits

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made there under during the year ended 31st March 2012. However, Public deposits amounting to Rs. 1,31,000/- remain unclaimed as on 31st March 2012.

8. Change in Share Capital of the Company

The Company allotted 2,79,500 Equity shares on exercise of Options granted under SABTNL ESOP Scheme 2009-10 to the eligible employees of the Company on 9th May,2011. On 16th July, 2011 the Company allotted 15,00,000 Equity shares of Rs.10/- each on conversion of warrants issued on preferential basis.

The aforesaid equity shares are listed on both the stock exchanges.

Based on the above changes, the issued, subscripted and paid up Capital of the Company has increased to Rs. 246,630,000/-divided into 24,663,000 Equity shares ofRs. 10/- each.

9. Auditors

M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re- appointment, if made, would be in conformity with the limits prescribed under Section 224 (IB) of the Companies Act, 1956. The Board recommends their re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants, as the Statutory Auditors of the Company.

10. Auditors' Remarks

With regards to Auditors' remarks for payment of statutory dues, your directors state that the Company has subsequently made the payment of statutory dues, Other remarks in the Auditors' Report are self explanatory.

11. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in terms of requirements of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, read along with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as follows:

(A) Conservation of Energy

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. However, considering the Business activities carried out Py the Company, your director have nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research actively.

(C) Technology absorption, adoption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adoption and take innovative steps to use the scarce resources effectively.

(D) Foreign Exchange Earnings and Outgo:

The particulars of Foreign Exchange earnings and outgo for the year under review are as follows:

(Rs. in Millions)

Year ended Year ended 31.03.2012 31.03.2011

Foreign Exchange earned 87.01 Nil

Foreign Exchange used 18.78 16.30

12. Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

13. Corporate governance:

Pursuant to Clause 49 of the Listing Agreement entered with the stock exchange(s), the following have Been made a part of the annual report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors' Certificate regarding compliance of conditions of Corporate Governance

- Declaration on Compliance with Code of Conduct

14. Employees'Stock Options:

The disclosure of Employees Stock Options as required under Clause 12 of Securities and Exchange Board of Ionia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, is given in annexure attached to this report.

15. Utilization of proceeds from warrants / shares issued on preferential basis

During the year the Company has allotted 15,00,000 equity shares of Rs. 10/- each for cash at an issue price of Rs.46.50 per share on conversion of 15,00,000 warrants, issued on preferential basis.

The proceeds from issue of shares and warrants has Been utilized as follows:

(Rs.)

Proceeds: 31.03.2012 31.03.2011

from issue of 51,25,000 Shares on preferential basis - 102,004,689

from 25% deposit for 30,00,000 warrants - 34,875,000

from issue of 15,00,000 Shares, on conversion of warrants (PY. 15,00,000 Shares) 52,312,500 52,312,500

Total 52,312,500 189,192,189

Application of Funds:

Invested in Wholly Owned Subsidiaries by way of Equity Contribution/Loans 42,600,000 110,151,046

Utilized for Repayment of Debts - 57,068,266

Utilized for working capital 9,712,500 21,972,877

Total 52,312,500 189,192,189

16. Appreciation

The Directors acknowledge with gratitude and wishes to place on record, their seep appreciation for the continue support and co-operation receive by the Company from the various artists, Government authorities, shareholders, bankers, business associates, customers and financial institutions during the year.

The Directors place on record their keep appreciation of the avocation and commitment of your Company's employees at all levels and lookforwara for their continue support in the future as well.

For & On behalf of the Board of Directors

Place: Mumbai Gautam Adhikari

Date: 29th August, 2012 Chairman and Whole Time Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March 2010.

1. Financial Highlights

(Rupees in millions)

Particulars For the year ended For the year ended 31st March 2010 31st March 2009

Total Revenue from business 303.09 222.77

Earnings before finance charges, Depreciation & Tax 120.83 54.01

Less: Finance charge 38.48 18.35

Earnings before depreciation, tax & amortisation (EBDTA) 82.35 35.66

Less: Depreciation 78.40 70.97

Earnings/(Loss) before Tax (EBT) 3.95 (35.31)

Tax Expenses Current tax 5.08 11.84

Extra-OrOinary Items 0.00 1.34

Profit / (Loss) After Tax (PAT) (1.13) (48.50)

Profit P/f from previous year 34.07 89.08

Surplus available for Appropriation 32.94 40.58

Less: Proposed Dividend 9.76 5.57

Less: Tax on Proposed Dividend 1.66 0.95

Balance carried to Balance Sheet 21.53 34.07

The comments of the Board of Directors on the financial performance have been provided under the title Management Discussion ana Analysis as an attachment to this report.

2. Dividend

Your directors are pleased to recommend a dividend of Re. 0.60 per eaurty share, for the financial year ended on March 31,2010 subject to the approval of shareholders at the Annual General Meeting. The outgo on account of this diviaend will absorb Rs. 15.01 million (including dividend tax payable of Rs. 2.18 million) including dividend on 51,25,000 eaurry shares of Rs.10/- each allotted on 12th August, 2010 on conversion of warrants issued on preferential basis.

The dividend, if approved, shall be payable to the shareholders registered in the Pooks of the Company ana the beneficial owners as per details furnished by the depositories as on 24th September, 2010.

3. Directors

In accordance with the provision of the Articles of Association of the Company, Mr. Arun Khakhar is liable to retire by rotation at the ensuing Annual General Meeting ana being eligible offers himself for re-appointment ana your Board recommends his re appointment.

During the period under review, Mr.M.S.Kapur was co-opted on the Board as an additional director w.e.f. 31 st May, 2010 to hold the office upto the date of ensuing Annual General Meeting. Your Company has received notice under section 257 of the Companies Act, 1956 together with necessary deposit, proposing his candidature for the office of Director at the ensuing Annual General Meeting. The Board recommends the appointment of Mr. M.S. Kapur as a Director of the Company.

4. Directors Responsibility Statement

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, the Directors of your Company confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and have 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 31st March, 2010 and of the loss of the Company for the year ended on that date.

c) That they have 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 for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

5. Auditors

M/s. A. R. Sodha & Co., Chartered Accountants, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re- appointment, if made would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants, as the Statutory Auditors of the Company.

6. Audit Qualifications

The Company has subsequently made the statutory payment and therefore, has regularised its compliance. The other remarks in the Auditors Report are self explanatory.

7. Public Deposits

The company has not accepted /renewed any fixed deposits from the public during the year under review. However, public deposits amounting to Rs. 131,000/- remains unclaimed as on 31st March 2010 from the part of the deposit holders.

8. Subsidiary Companies

As on 31st March, 2010 the Company has five subsidiaries as follows:

Sr. No. Name of the Subsidiary Remarks

a TVVision Private Limited The music and comedy channel "Mastiii" was successfully launched by the subsidiary in the month of July, 2010 and created history by becoming No. 1 television channel in Hindi Speaking Markets within a short period. The channel has a unique blend of songs interwoven with classic satire and skits.

b MPCR Broadcasting Service Private Limited The subsidiaries were incorporated on 24th December, 2009 & are yet to commence business operations.

c UBJ Broadcasting Private Limited

d HHP Broadcasting Services Private Limited

e WestwindRealtors Private Limited There was no significant business activities during the year

In terms of approval granted by the Ministry of Corporate Affairs vide its Order No.47/553/2010 CL III dated 14th July, 2010 under section 212 (8) of the Companies Act, 1956, copies of Balance Sheet, Profit & Loss Accounts and reports of the Board of Directors and Auditors of the said subsidiaries have not been attached with the Balance Sheet of the

Company. The statements pursuant to section 212(1 )(e) and (8) of the Companies Act, 1956 containing the details of the subsidiary companies are annexed to the Annual Report.

However, the Annual Accounts of the above referred subsidiary companies shall be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and will also be made available on the Companys website www.adhikaribrothers.com.

9. Consolidated Financial Statements

In accordance with the requirements of Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the company and Auditors Report on these accounts are published in this Annual Report.

10. Changes in Share Capital

During the year under review, the authorized share capital of the company has been increased from Rs. 20,00,00,000/- to Rs.30,00,00,000/- comprising of 30,000,000 equity shares of Rs. 10/- each.

The Company has issued and allotted 91,75,000 warrants on preferential basis convertible into even number of equity shares to persons in promoter group and other entities on 19th November 2009 at an issue price of Rs. 25.25 per share.

Further, the Company has allotted 29,25,000 warrants on preferential basis convertible into even number of equity shares to persons in promoter group on 28th January 2010 at an issue price of Rs. 31.85 per share

The Preferential Allotment was made in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

On 27th March, 2010 69,75,000 equity shares of Rs.10/- each were allotted on conversion of warrants issued on preferential basis. The additional shares issued are now listed with the stock exchanges.

On 12th August, 2010 51,25,000 equity shares of Rs.l 0/- each were allotted on conversion of warrants issued on preferential basis. The Company is in process of making application with stock exchanges for listing of shares.

Based on the above changes, the issued, subscribed & paid up equity share capital of the company has increasedto Rs.213,835,000 divided into 21,383,500 equity shares of Rs.l0/-each.

11. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in terms of requirements of clause (e) of Sub-section (1) of section 217 of the Companies Act, 1956 regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, read along with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is as follows:

(A) Conservation of Energy

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

(B) Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C) Technology absorption, adaptation and innovation:

The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

(D) The particulars of Foreign Exchange earnings and outgo for the year under review are annexed to this report.

12. Particulars of Employees

The particulars of employees, as required under Section 21 7 (2A) of the Companies Act 1956 read with the Companies (Particulars of the Employees) Rules 1975, forming part of the report of Directors, for the year under

review, are annexed to this report.

13. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the stock exchange(s), the following have been made a part of the annual report and are attached to this report.

. Management Discussion and Analysis

. Corporate Governance Report

. Auditors Certificate regarding compliance of conditions of Corporate Governance

. Declaration on Compliance with Code of Conduct

14. Employees Stock Options Plan

In order to motivate and retain talented employees and as a token of appreciation for the honesty and loyalty shown towards the Company, the Company has introduced an ESOP Scheme during the year named as SABTNL ESOP Scheme 2009-10. The Company has taken approval of members for the ESOP Scheme through postal ballot process, results of which were declared on 13th January, 2010. The compensation committee was duly constituted on 26,h February 2010 for proper administration of the ESOP Scheme consisting of

. Mr.GautamAdhikari

. Mr.PrasannakumarGawdeand

. Mr.ArunKhakhar.

The compensation committee has granted 7,00,000 Options to the eligible employees on 15,th April 2010.

As during the year ended 31st March, 2010 no options were granted under the ESOP Scheme, thus the details of ESOS pursuant to Regulation 12 of SEBI (Employees Stock Option Scheme and Employees Stocks Purchase Scheme) Guidelines, 1999 are not warranted.

15. Outlook

The Indian Media & Entertainment industry is estimated to grow from Rs.580.80 billion in 2009 at a CAGR of 12.4% for the next 5 years to reach Rs. 1040.80 billion in 2014. Television industry is projected to continue to be the major contributor to the overall industry revenue pie & estimated to grow at a healthy rate. Overall growth in the content & broadcast segment is expected to be powered by rapid growth in number of cable households, digitalization of media & availability of newer platforms & convergence of media.

16. Utilization of proceeds from Preferential Issue: Details of proceeds from Preferential Issue:

Date of Issue No. of securities Offer price Funds received issued (Rs) (Rs.in millions)

19th November,2009 91,75,000 25.25 231.67

28th January, 2010 29,25,000 31.85 93.16

TOTAL 324.83

Details of fund utilization:

Particulars Actual funds utilized % of net funds utilized

Investment in subsidiary companies 186.00 57.26

Repayments of debts 105.24 32.40

Working Capital 33.60 10.34

TOTAL FUNDS UTILISED 324.83 100.00

17. BuybackofFCCBs

The Company had issued US$ 9 million 1.5% Secured Foreign Currency Convertible Bonds in June 2007 which were due for repayment in the month of June 2012. During the year, the Company has repurchased all the outstanding FCCBs in tranches at an average discount of 43.42% in compliance with applicable guidelines.

18. Appreciation

The Directors acknowledges with gratitude and wishes to place on record, their deep appreciation of the continued support and co-operation received by the Company from the various artists, Government authorities, shareholders, bankers, business associates, customers and financial institutions during the year.

The Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and lookforward to their continued support in the future as well.

For and On behalf of the Board of Directors

Place: Mumbai Gautam Adhikari

Date: 12th August, 2010 Chairman and Whole Time Director