Sri Adhikari Brothers Television Network Ltd

To

The Members,

Sri Adhikari Brothers Television Network Limited

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)

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:

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:

*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/Policy-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-Policy.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