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”).

Ý FINANCIAL HIGHLIGHTS:

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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

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

Ý TRANSFER TO RESERVES:

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

Ý 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

Ý CREDIT RATING:

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

Ý 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.

Ý 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.

Ý 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:

• 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:

• 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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”).

Ý 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.

Ý 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.

Ý 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.

Ý 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.

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

Ý 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.

Ý 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

Ý 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).

Ý 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.

Ý 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.

Ý 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:

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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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/.

Ý 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:

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

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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:

Ý 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.

Ý 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.

Ý 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.

Ý 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.

Ý 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

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