Catvision Ltd Directors Report

To,

The Members,

The Board of Directors is pleased to present the 40^th Annual Report of the Company, comprising the business performance, operations, and the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. Financial Highlights:

The highlights of the financial statement of your Company for the year under review along with previous year?s figures are given as under:

Particulars	Standalone	Consolidated
	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Revenue	2,072.15	2,058.75	2,072.15	2,058.75
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	52.08	36.23	52.08	36.23
Interest	(2.32)	(2.33)	(2.32)	(2.33)
Depreciation	(64.23)	(69.46)	(64.23)	(69.46)
Exceptional Item	-	648.99	-	648.99
Profit/(Loss) Before Tax	(14.47)	613.43	(14.47)	613.43
Share of Profit in Joint Venture	-	-	(1.66)	(9.98)
Provision for Tax	9.89	(23.01)	9.89	(23.01)
Provision for Deferred Tax	(25.82)	19.45	(25.82)	19.45
Profit/(Loss) After Tax	(30.40)	609.86	(32.06)	599.88

2. Quarter-wise Performance:

3. Results of operations:

The financial statements of the Company have been prepared in accordance with Ind AS and as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as the ‘Act?) and other relevant provisions of the Act.

(a) Standalone Results:

During the financial year 2024-25, the total revenue of the Company stood at Rs.2,072.15 lakhs as against Rs.2,058.75 lakhs in the previous financial year, reflecting a marginal improvement. The Company incurred an operational loss (before taxes) of Rs.14.47 lakhs during the year under review, which is a slight improvement compared to the operational loss (before taxes) of Rs.35.56 lakhs recorded in the financial year 2023-24.

(b) Consolidated Results:

On a consolidated basis, the gross total revenue of the Company for the financial year 2024-25 stood at Rs.2,072.15 lakhs, as compared to Rs.2,058.75 lakhs in the previous year. The Company reported a consolidated operational loss (before taxes) of Rs.16.13 lakhs (including the loss incurred by the Joint Venture Company), as against a loss (before taxes) of Rs.45.54 lakhs in the financial year 2023-24, indicating a notable improvement in operational performance.

4. Consolidated Financial Statements:

In accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations") and the applicable provisions of the Companies Act, 2013, read with the rules made thereunder, the Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025 have been prepared in compliance with the applicable Accounting Standards. These statements are based on the audited financial statements of the Company and its Joint Venture Company.

The Consolidated Financial Statements, along with the Auditor?s Report thereon, form an integral part of this Annual Report.

5. Dividend:

In view of the operational losses incurred by the Company during the financial year 2024-25, the Board of Directors has deemed it prudent not to recommend any dividend for the said financial year.

6. Corporate Review:

Overview: While the services business of the company, driven by guest TV services and distribution of international channels continued to grow, the sales of products declined. To boost sales of products the company has added some new product lines (see discussion on divisions below).

A division-wise performance is given below:

i. Network Systems Division: Sales continued to decline. It has taken some time to test and stabilize the IPTV system & software which is now ready for commercial deployment with both hotels and IPTV operators. Some new products were added, namely, optical accessories, android set top boxes and mini-

UPS for routers. All these products have good growth prospects. A production unit for optical patch cords has also been commissioned. It is hoped this division will arrest the decline in sales in the current year.

ii. Hospitality Sales Division: Revenue grew by 15% y-o-y. The hotel industry is poised to grow rapidly mainly on account of an explosion in domestic tourism. Many new properties by leading hotel and hospital chains have been announced. Good growth is expected in the current year.

iii. Channel Marketing Division: Revenue grew by 27%. In addition to distribution of foreign TV channels to linear platforms like DTH and cable, your company has extended the distribution to IPTV and OTT platforms. These digital platforms are fast replacing the linear platforms. Good growth is expected in the current year

iv. Online Sales: Competition and a small product base affected sales this year. The company has added some new products. The current year will record good growth.

7. Subsidiary/Associate/ Joint Venture Companies:

As on 31^st March, 2025, the Company does not have any subsidiary. However, your Company holds a 50:50 Joint Venture with Unitron Group, Belgium, under the name Catvision Unitron Private Limited. The Joint Venture was established with the objective of designing and developing technologically advanced products for sale to both joint venture partners.

In accordance with the applicable provisions, a separate statement highlighting the salient features of the financial statements of the joint venture is provided in Form AOC-1, which forms part of the Annual Report. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Audited Financial Statements of the Company, along with all other relevant documents forming part of the Annual Report, are available on the Company?s website at www.catvisionindia.com.

8. Public Deposits:

During the year under review, the Company has not accepted any Fixed Deposits from its Members in accordance with the provisions of Sections 73 and 76 and other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.

9. Internal Financial Control Systems and their Adequacy:

Your Company has established a robust internal control framework to ensure the orderly and efficient conduct of its business operations. These systems are designed to provide reasonable assurance regarding the reliability of financial reporting, the safeguarding of assets, and compliance with applicable laws and regulations.

The internal control processes are continuously reviewed and enhanced to align with the evolving regulatory landscape and dynamic business environment. The systems in place are adequate to record transactions accurately and to prevent any misuse or loss of the Company?s assets.

Both the Statutory Auditors and Internal Auditors periodically evaluate the adequacy and effectiveness of the internal control mechanisms. Their reviews focus on the consistency of internal processes, risk management practices, and the Company?s preparedness to mitigate operational and financial risks effectively.

10. Board Committees:

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board has constituted various Committees including the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders? Relationship Committee.

The scope, composition, and terms of reference of these Committees, along with the number of meetings held during the financial year under review and the attendance of the respective Committee Members, are provided in detail in the Corporate Governance Report, which forms an integral part of this Annual Report.

11. Policy on Directors? Appointment and Remuneration:

The policy of the Company on directors? appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 134(3)(e) and 178(1) to (3) of the Act is available on the website of the Company www.catvisionindia.com.

12. Directors and Key Managerial Personnel:

Board of Directors

During the period under review the Company has following persons as Directors of the Company:

1 Mr. Syed Athar Abbas	Managing Director
2 Mrs. Hina Abbas	Whole Time Director
3 Mr. Sudhir Damodaran	Non-Executive-Non-Independent Director
4 Dr. Sunil Anand*	Non-Executive-Independent Director
5 Mr. Jagdish Prasad*	Non-Executive-Independent Director
6 Mr. Raman Rajiv Misra***	Non-Executive-Independent Director
7 Group Captain Seraj Mehdi****	Non-Executive-Independent Director

*Term Expired on 30.09.2024

***Re-designated as Independent Director w.e.f 14.11.2024 ****Appointed as Independent Director w.e.f 14.11.2024

Key Managerial Personnel

During the period under review the following person have been designated as the Key Managerial Personnel of the Company in compliance to the provisions of Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1 Mr. Syed Athar Abbas	Managing Director
2 Mrs. Hina Abbas	Whole Time Director
3 Mr. Dilip Das*	Chief Financial Officer & Company Secretary
4 Mr. Nitish Nautiyal#	Company Secretary

* Mr. Dilip Das (CFO) appointed as Company Secretary w.e.f 17.03.2025

# Mr. Nitish Nautiyal resigned as Company Secretary w.e.f 20.02.2025

Changes in Directors and Key Managerial Personnel

During the year under review, Dr. Sunil Anand and Mr. Jagdish Prasad ceased to be Independent Directors of the Company upon completion of their two consecutive terms of five years, in accordance with the provisions of the Companies Act, 2013.

To fill the vacancies arising from their cessation, the Company appointed Group Captain Seraj Mehdi (DIN: 10800984) and Mr. Raman Rajiv Misra (DIN: 01602244) as Independent Directors, for a term of five consecutive years with effect from 14^th November, 2024, upon approval of the shareholders through postal ballot.

Further, during the period under review, Mr. Nitish Nautiyal, who was serving as the Company Secretary & Compliance Officer, resigned from his position with effect from 21^st February, 2025. Subsequently, Mr. Dilip Das, Chief Financial Officer and a qualified Company Secretary, was given additional responsibility and appointed as the Company Secretary and Compliance Officer with effect from 17^th March, 2025.

Directors seeking Appointment / reappointment:

In accordance with the Companies Act and the Articles of Association of your Company, Mr. Sudhir Damodaran (DIN: 01091518) (Non-Executive Director) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment as the Director of the Company.

13. Board Effectiveness:

Your Company has adopted comprehensive Corporate Governance Guidelines that serve as a framework for ensuring transparency, accountability, and integrity in all its operations. These guidelines encompass key aspects related to the composition and responsibilities of the Board and Managing Director, criteria for independence, tenure and retirement age of Directors, as well as the structure and functioning of various Board Committees.

The guidelines also outline the policies and procedures for the nomination, appointment, induction, and ongoing development of Directors. Additionally, they address matters related to Directors? remuneration, the Code of Conduct, assessment of Board effectiveness, and the roles and responsibilities of the Committees of the Board.

(i) Board Evaluation:

The Pursuant to the provisions of the Companies Act, 2013, the SEBI Listing Regulations, and the Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board of Directors has conducted an annual evaluation of its own performance, the functioning of its Committees, and the performance of individual Directors.

A separate meeting of the Independent Directors was held on 12^th February, 2025, wherein the performance of Non-Independent Directors, the Chairman, and the overall functioning of the Board was evaluated, taking into consideration the views of Executive and Non-Executive Directors.

> The criteria for performance evaluation include the following:

a. Individual Director?s Performance Evaluation

The evaluation process covered various parameters including attendance and preparedness for meetings, active participation and meaningful contribution during discussions, independence of judgment, commitment to continuous knowledge enhancement, and initiatives undertaken by the Directors. It also assessed the effectiveness of working relationships, guidance provided to senior management and fellow Board members, ability to express views constructively, and the overall understanding of the Company?s business, industry, sectoral trends, and geographical dynamics.

b. Evaluation of the Board as a Whole

The evaluation also considered factors such as an appropriate mix of competencies, experience, and qualifications on the Board; adherence to clear, transparent procedures for the appointment of Directors; and the regular conduct of meetings with well-structured agendas supported by relevant information. Other aspects included the Board?s ability to provide strategic and entrepreneurial leadership, its understanding of the business and growth priorities, fulfillment of responsibilities towards stakeholders, effective risk management and financial oversight, promotion of healthy debate for quality decisionmaking, monitoring of management performance, effectiveness of grievance redressal mechanisms, scrutiny of governance and compliance matters, and the consistent upholding of integrity and ethical standards.

c. Performance Evaluation of Board Committees

Sufficiency in the scope for addressing the objectives, effectiveness in performing the key responsibilities, adequacy in composition and frequency of meetings, quality of relationship of the committee with the Board and the management, clarity of agenda being discussed, discussion on critical issues, clarity of role and responsibilities, etc.

(ii) Nomination & Remuneration Policy:

In adherence to the provisions of Section 134(3)(e) and 178(1)(3) of the Act, the Board has, on the recommendation of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is available on your Company?s website www.catvisionindia.com.

14. Change in the nature of Business and Material Changes:

During the year under review, there has been no change in the nature of business of the Company and there are no material changes except as mentioned in point 28(viii) of this report which have occurred during the year under review and the date of this Report.

15. Conservation of energy, technology absorption, and foreign exchange earnings and outgo:

(i) Conservation of Energy:

As a responsible corporate entity, the Company acknowledges the importance of sustainable practices and their positive impact on the environment. Although the energy requirements of our manufacturing operations are relatively low, we remain committed to minimizing our energy consumption and reducing our carbon footprint.

To this end, the Company has undertaken various initiatives such as the installation of energy-efficient lighting systems, incorporation of renewable energy sources, and deployment of smart technologies to optimize energy usage. Additionally, we actively engage and sensitize our employees on energy conservation practices, fostering a culture of environmental responsibility across the organization.

(ii) Research and Development:

Catvision operates a state-of-the-art in-house Multi Media Development Centre (MMDC) located in Noida, which is dedicated to the development, enhancement, and support of the products manufactured and marketed by the Company. The MMDC is staffed by a team of highly skilled and experienced engineers, who are committed to innovation and excellence in product development and technical support.

(iii) Technology Absorption, Adoption and Innovation:

The Company remains committed to technological advancement through continuous absorption, adoption, and innovation. Our ongoing efforts are focused on the development of new products, enhancement of productivity, and reduction of material wastage. To stay at the forefront of industry trends, we leverage proven technologies customized to meet the specific requirements of our customers.

In pursuit of excellence, we collaborate with leading consultants and reputed component suppliers to ensure the highest standards of product quality, operational efficiency, and customer satisfaction.

(iv) Foreign Exchange Earning and outgo:

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
1. Foreign Exchange Inflow:
a) Exports & Merchant Trading	61.64	94.96
b) Services	930.32	909.44
2. Foreign Exchange Outflow:
a) Materials	321.32	406.49
b) Travelling & Other Expenses	23.67	4.19
c) Rent	-	-

16. Directors? Responsibility Statement:

Pursuant to the provisions contained in Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on the representation and compliance certificate received from the Operating Management and after enquiry, pursuant to Section 134(5) of the Act, confirm that:

• such accounting policies have been selected 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 your Company as on 31^st March, 2025, and of the profit and loss of the Company for the year ended on that date;

• proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

• the financial statements for the financial year ended 31^st March, 2025, have been prepared on a going concern basis;

• proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

• the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. Contracts or Arrangements or Transactions with Related Parties:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Policy on Related Party Transactions, which is available on the Company?s website at www.catvisionindia.com.

All related party transactions entered into during the financial year 2024-25 were in the ordinary course of business and conducted on an arm?s length basis. These transactions were placed before the Audit Committee for its prior approval, as required.

During the year under review, there were no materially significant related party transactions as defined under Section 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations. Accordingly, disclosure in Form AOC-2 is not applicable.

18. Related Party transactions with person or entity belonging to promoter/promoters? group:

Disclosure of transactions with any person or entity belonging to the promoter/promoters? group which holds 10% or more shareholding in the listed entity have been disclosed in the accompanying financial statements.

19. Code of Conduct:

The Board of Directors has adopted a comprehensive Code of Conduct applicable to all Board Members and Senior Management of the Company. The Code reinforces the Company?s commitment to ethical business practices and incorporates a strict "Zero Tolerance" policy towards bribery, corruption, and any form of unethical behaviour. Clear and specific guidelines have been laid down to address such matters effectively. The updated Code of Conduct is available on the Company?s website at www.catvisionindia.com. It sets forth the standards of professional and ethical conduct expected from the leadership, with a focus on integrity in the workplace, ethical dealings, and transparent engagement with all stakeholders.

As on 31^st March, 2025, all Board Members and Senior Management personnel have affirmed compliance with the Code. A declaration to this effect, duly signed by the Managing Director in accordance with the Listing Regulations, forms part of the Corporate Governance Report.

20. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company, as the prescribed thresholds in terms of net worth, turnover, or net profit have not been met during the immediately preceding financial years. Hence, no CSR Committee has been constituted, and no reporting is required for the year under review.

21. Prevention of Insider Trading:

The Company has adopted a policy to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This policy requires pre-clearance for dealing in the company?s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the policy.

22. Auditors and Auditors? Qualification:

(i) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s G S P T & Associates LLP, Chartered Accountants (Firm Registration No. 029722N/N500401), were appointed as the Statutory Auditors of the Company for a period of two years from the conclusion of the 39^th AGM till the conclusion of the 41^st AGM of the Company to be held in the year 2026.

The Auditors? Report on the financial statements for the financial year ended 31^st March, 2025, does not contain any qualification, observation, emphasis of matter of adverse remark and doesn?t contain any instances of fraud as mentioned under Section 143 of the Act. The Auditors? Report is enclosed with the financial statements as a part of this Annual Report.

(ii) Secretarial Auditors:

During the year under review the Secretarial Audit of your Company was carried out by M/s Pramod Kothari & Co., a practicing firm of Company Secretaries holding Practicing No. 11532 in compliance with Section 204 of the Companies Act, 2013, and their unqualified Secretarial Audit report forms part of this Report which is given in Form No. MR-3 annexed as ‘Annexure A?.

23. Reporting of Fraud by Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed by the Company, its officers, or employees under Section 143(12) of the Companies Act, 2013, read with the rules made thereunder. Accordingly, no such details are required to be disclosed in this Report.

24. Business Risk Management:

Your Company recognizes that risk is an inherent element of business operations and is committed to identifying, assessing, and managing risks in a proactive and structured manner. In order to safeguard the interests of shareholders and other stakeholders, and to ensure the achievement of its strategic objectives and long-term sustainable growth, the Company has implemented appropriate measures for risk mitigation and control. The management team continuously monitors both internal and external risk factors and integrates suitable risk management strategies into the Company?s business planning and decision-making processes. Based on the assessment of the Board of Directors, there are currently no risks that threaten the Company?s continuity or existence. The Company remains confident that its risk exposure, both present and foreseeable, is well within its defined risk tolerance levels.

25. Management Discussion and Analysis:

The information relating to the Company?s operational and financial performance, along with other relevant matters, is provided in the Management Discussion and Analysis Report, which forms an integral part of this Report. The said Report has been prepared in compliance with Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Depository System:

In accordance with the notification issued by the Securities and Exchange Board of India (SEBI), trading in the equity shares of the Company in dematerialized form has been mandatory for all shareholders with effect from 25^th September, 2000. The equity shares of the Company are available for dematerialization with both the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) under ISIN: INE660B01011.

As on 31^st March, 2025, approximately 90.5% of the Company?s equity shares are held in dematerialized form.

27. Listing of Shares & Annual Listing fees:

The equity shares of the Company are listed on the Bombay Stock Exchange. The listing fee for the year 2025-26 has already been paid.

28. Statutory Disclosures:

(i) Particulars of Loans, Guarantees or investments:

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2025, are set out in Notes to the financial statements of the Company.

(ii) Vigil Mechanism / Whistle Blower Policy:

The Company has established a robust Vigil Mechanism, which is overseen by the Audit Committee to ensure transparency and accountability in its operations. Under this mechanism, the Chairperson of the Audit

Committee has been designated as the Ombudsperson, responsible for supervising the overall functioning of the vigil process.

The Vigil Mechanism provides a structured framework for Directors and employees to report genuine concerns or grievances related to unethical conduct, actual or suspected fraud, or any violation of the Company?s Code of Business Conduct and Ethics. The policy ensures that individuals can raise concerns without fear of retaliation and also provides direct access to the Chairperson of the Audit Committee for matters of significant concern.

The Vigil Mechanism Policy is reviewed and amended periodically to align with the latest amendments under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI (Prohibition of Insider Trading) Regulations, 2015. Further details of the Vigil Mechanism are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

(iii) Board Meetings and Annual General Meeting

During During the financial year from 1^st April, 2024 to 31^st March, 2025, five (5) meetings of the Board of Directors and four (4) meetings of the Audit Committee were convened and held. The details of these meetings, including the dates and attendance of each Director, are provided in the Corporate Governance Report forming part of this Annual Report.

The 39^th Annual General Meeting (AGM) of the Company was held on 25^th September, 2024. All meetings of the Board of Directors, its Committees, and the Shareholders were conducted in compliance with the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations, and the guidelines issued by the Ministry of Corporate Affairs, Government of India, from time to time.

(iv) Corporate Governance:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance, including Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, as well as Para?s C, D, and E of Schedule V, are not applicable to Catvision Limited ("the Company"), as the paid-up equity share capital of the Company does not exceed Rs.10 crore and the net worth does not exceed Rs.25 crore as on 31^st March, 2025. A certificate confirming the non-applicability of the above provisions has been duly submitted to the Stock Exchange. Notwithstanding the above, the Company remains committed to upholding high standards of corporate governance as part of its core values and organizational culture. In line with this commitment, a Report on Corporate Governance for the financial year ended 31^st March, 2025 is voluntarily annexed to the Annual Report.

(v) Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

(vi) Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company will be available on the website of the Company and can be accessed through the following link https://catvisionindia.com/investors/.

(vii) Significant and Material Orders passed by the Regulators or Courts or Tribunal:

There are no significant material orders passed by the Regulators/Courts/Tribunal impacting the going concern status of the Company and its future operations.

(viii) Material Changes and Commitments:

During the year under review, the Corporate Office of the Company was relocated from E-14 & 15, Sector- 8, Noida-201301, Uttar Pradesh to A-23, Sector-57, Noida-201301, Uttar Pradesh. Apart from the above, there were no other material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report.

(ix) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplaces and has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. An internal complaints Committee has been set up to redress complaints received regarding sexual harassment. All the employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during the financial year 2024-25.

(x) Particulars of Employees and Related Disclosures:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as ‘Annexure B? to this Report. The information required pursuant to Section 197 of the Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the CFO & Company Secretary, whereupon a copy would be sent.

As required under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the details of the top ten employees in terms of remuneration drawn is enclosed.

(xi) Change in Share Capital:

There has been no change in the capital structure of the Company during the year under review.

(xii) Transfer to Reserve:

During the year under review no amount was proposed to be transferred to General Reserve.

(xiii) Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Act, that they meet the criteria of independence laid down in section 149(6) of the Act and Regulation 25 of the Listing Regulations.

(xiv) Maintenance of Books of Accounts of Company at a place other than registered office of the company:

Effective from 25^th September, 2024, the Company?s books of accounts are maintained at:

A-23, Sector 57, Noida 201301, Uttar Pradesh, India.

29. OTHER DISCLOSURES

Throughout the fiscal year under review, we maintained operational and financial stability, marked by several key continuities and compliances:

• The financial statements of the Company remained unaltered, reflecting our commitment to transparency and accuracy in financial reporting.

• The requirements for maintaining cost records and undergoing cost audits, as prescribed under Section 148(1) of the Companies Act, 2013, were not applicable to our business activities, aligning with our regulatory obligations.

• There were no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016, underscoring our financial resilience.

• The Company did not enter into any one-time settlements with banks or financial institutions regarding any loans, demonstrating prudent financial management and stable creditor relations.

• During the Financial Year 2024-25, the Company has transferred an amount of Rs. 4,19,865 and 4,19,865 equity shares to Investors Education and Protection Fund pursuant to section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules).

• The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.

30. Green Initiatives:

Electronic copies of the Annual Report 2024-25 and Notice of the Annual General Meeting are sent to all members whose email address are registered with the Company/ Depository Participant(s). Pursuant to General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 General Circular No. 19/2021 dated December 8, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 02/2021 dated January 13,

2021, General Circular No.02/2022 dated May 5, 2022 , General Circular No. 10/2022 dated December 28,

2022, General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated

September 19, 2024 issued by the Ministry of Corporate Affairs, Govt. of India and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/

CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFD- PoD2/P/CIR/2023/167 dated October 7, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, issued by SEBI, such statements shall be sent only by email to the members and to all other persons so entitled.

In view of the above, Company requests the members to register your email addresses which will facilitate the Company for sending Annual Report, Notice of General Meeting and any other important communications electronically.

31. Acknowledgement and Appreciation:

The Directors wish to extend their sincere appreciation to all stakeholders—including shareholders, customers, suppliers, contractors, bankers, government authorities, and international business partners—for their continued cooperation, assistance, and support throughout the year.

We also acknowledge and commend the significant contributions of our management and employees at all levels. The Board values and appreciates the contributions of every member of the Catvision family.