Catvision Ltd Directors Report

To,

The Members,

The Board of Directors is pleased to present the 41^st Annual Report of the Company, comprising the business performance, operations, and the Audited Financial Statements for the financial year ended 31^st March, 2026.

1. Financial Highlights:

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

in Lakhs

Particulars		Standalone	Consolidated
	Year Ended 31.03.2026	Year Ended 31.03.2025	Year Ended 31.03.2026	Year Ended 31.03.2025
Total Revenue	2,288.31	2,072.15	2,288.31	2,072.15
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)	88.51	52.08	88.51	52.08
Interest	(2.64)	(2.32)	(2.64)	(2.32)
Depreciation	(58.09)	(64.23)	(58.09)	(64.23)
Exceptional Item	-	-	-	-
Profit Before Tax	27.78	(14.47)	27.78	(14.47)
Share of Profit in Joint Venture	-	-	(2.60)	(1.66)
Provision for Current Tax	-	9.89	-	9.89
Provision for Deferred Tax	(10.13)	(25.82)	(10.13)	(25.82)
Profit After Tax	17.65	(30.40)	15.05	(32.06)

3. Results of operations:

The financial statements of the Company have been prepared in compliance with the Indian Accounting Standards (Ind AS) prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as amended, and notified pursuant to Section 133 of the Companies Act, 2013 ("the Act"), read with the other applicable provisions of the Act.

(a) Standalone Results:

During the financial year 2025-26, the total revenue of the Company stood at 2,288.31 lakhs as against

2,072.15 lakhs in the previous financial year, reflecting a marginal improvement. The Company incurred an operational Profit (before taxes) of 27.78 lakhs during the year under review, which is a slight improvement compared to the operational loss (before taxes) of 14.47 lakhs recorded in the financial year 2024-25.

(b) Consolidated Results:

On a consolidated basis, the gross total revenue of the Company for the financial year 2025-26 stood at

2,288.31 lakhs, as compared to 2,072.15 lakhs in the previous year. The Company reported a consolidated operational profit (before taxes) of 25.18 lakhs (including the loss incurred by the Joint Venture Company), as against a loss (before taxes) of 16.13 lakhs in the financial year 2024-25, 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, 2026 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 Auditors Report thereon, form an integral part of this Annual Report.

5. Dividend:

The Board of Directors, in its meeting held on 14^th November, 2025, has declared an interim dividend @ 20% per equity share ( 2 per share) on the paid-up equity share capital of the company which was paid on or before 13^th December, 2025.

6. Corporate Review:

Overview: There was growth all around. Total revenue grew by 10.42%; sales grew by 15.16%; services grew by 6.93% and other income (from investments made by the company) grew by 15.79%. PBT was

27.78 lakhs as against a loss of 14.47 lakhs in the previous year.

The company declared a dividend of 20% as a result of the successful year. A division-wise performance is given below: i. Broadband Network Solutions Division (previously Network Systems Division): Revenue declined by 9.34%. It is still taking time for this division to recover from the disruption of cable TV. The companys current products and systems are targeted at wired broadband networks. The technology on these networks is converging: Internet Service Providers (ISPs) are providing WiFi, linear TV and OTT on a single fibre. They bundle these services and offer to subscribers at different price points. The potential for growth of these networks is huge since only about 50% of homes in India are connected by wired broadband. ii. Hospitality Sales Division: Revenue grew by 19.85%. The good news is that hotels and hospitals are increasingly opting for IPTV which, in addition to the linear TV channels, provides the increasingly popular OTT channels as well as personalized interactive services to the guests. Your company has rich experience in IPTV for hotels. It has positioned itself as a system integrator offering a full range from high-end systems to more affordable ones. Meanwhile both hospitality and health care industries continue to grow at a healthy clip. iii. Channel Marketing Division: Revenue grew by 15.23%. IPTV and OTT continue to grow as distribution platforms for TV content. JIO Platforms is the biggest wired (JioTV+) and wireless (JioTV) network in India reaching more than 15 million and 500 million homes respectively, and growing rapidly. Your company has not only signed contracts with JIOTV+ and JioTV for the linear channels it distributes but also added 3 FAST (Free Ad-Supported Streaming Television) from the TV5 stable, namely, TV5 Chefs, TV5 Lifestyle and TV5 Info, to JioTV+. More channels are expected to be added in the current year. iv. Online Sales Division: Revenue grew by 45.65%. This performance was made possible by preventing stock-outs of existing products and adding new products like mini UPS for WiFi routers. A set back in the current year is the exorbitant increase in memory chip costs. The company hopes to make up for this by expanding the range of existing products and adding more new products.

7. Subsidiary/Associate/ Joint Venture Companies:

As on 31^st March, 2026, the Company did not have any subsidiary. However, the Company has a 50:50 Joint Venture with Unitron Group, Belgium, in the name of Catvision Unitron Private Limited, which was established with the objective of designing and developing technologically advanced products for marketing and sale by the joint venture partners.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Joint Venture in Form AOC-1 forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Audited Financial Statements of the Company, together with the financial statements of the Joint Venture and other documents required to be attached to the Annual Report, are available on the Companys website at www.catvisionindia.com.

8. Public Deposits:

During the year under review, the Company did not accept any deposits from the public or its Members within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest was outstanding as on 31^st March, 2026.

9. Internal Financial Control Systems and their Adequacy:

The Company has established an effective and comprehensive system of internal financial controls commensurate with the nature, size and complexity of its business operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, reliability of financial reporting, and compliance with applicable statutory and regulatory requirements. The internal control framework is subject to periodic review and continuous strengthening to address evolving business needs, emerging risks and changes in the regulatory environment. The Company has instituted appropriate policies, procedures and control mechanisms to ensure that all transactions are authorised, recorded and reported accurately, and that the Companys assets are adequately protected against unauthorised use or disposition. The adequacy and operating effectiveness of the internal financial control systems are regularly reviewed by the Internal Auditors and independently evaluated by the Statutory Auditors as part of their audit process. The Audit Committee also periodically reviews the observations and recommendations arising from such audits and monitors the implementation of corrective actions, wherever required. Based on these reviews, the Board is of the opinion that the Companys internal financial control systems are adequate and operating effectively.

10. Board Committees:

The Board has constituted Committees, including statutory Committees as required under applicable laws and regulations, to facilitate effective discharge of its responsibilities and to provide focused oversight on key areas of governance and operations. These Committees include (a) Audit Committee, (b)

Stakeholders Relationship Committee, (c) Nomination and Remuneration Committee. Each Committee operates within a defined charter approved by the Board, setting out its roles, responsibilities, scope, and powers in accordance with applicable regulatory requirements. The Committees play a critical role in strengthening governance standards, enhancing transparency and accountability, and enabling informed decision-making across key functional areas.

11. Policy on Directorsf 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 Mr. Raman Rajiv Misra	Non-Executive-Independent Director
5 Group Captain Seraj Mehdi	Non-Executive-Independent Director

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

Changes in Directors and Key Managerial Personnel

During the financial year under review, there were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company. The existing Directors and Key Managerial Personnel continued in their respective positions throughout the year.

Directors seeking Appointment / reappointment: a) In accordance with the Companies Act and the Articles of Association of your Company, Mrs. Hina Abbas (DIN: 01980925) (Whole Time Director) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment as the Director of the Company. b) Mr. Syed Athar Abbas (DIN: 00770259) was appointed as the Managing Director of the Company for a period of three years commencing from 1^st October, 2024 and ending on 30^th September, 2027, pursuant to the approval of the Members obtained at the Annual General Meeting held on 25^th September, 2024. Mr. Syed Athar Abbas will attain the age of 70 years on 1^st October, 2026. In terms of Section 196(3)(a) of the Companies Act, 2013, continuation of the appointment of a Managing Director after attaining the age of 70 years requires the approval of the Members by way of a Special Resolution.

13. Board Effectiveness:

The Company has established a comprehensive Corporate Governance Framework aimed at promoting the highest standards of transparency, accountability, ethical conduct, and effective decision-making across the organization. The framework provides broad guidance on the governance structure of the Company and serves as the foundation for sound corporate practices. The Corporate Governance Guidelines, inter alia, set out the principles relating to the composition, roles, responsibilities, independence, tenure, and retirement of Directors, including the Managing Director. They also define the constitution, powers, and functioning of the various Committees of the Board to ensure effective oversight and governance. Further, the Guidelines prescribe the policies and procedures governing the nomination, appointment, induction, orientation, and continuous professional development of Directors. They also cover matters relating to Directors remuneration, the Code of Conduct, performance evaluation of the Board, its

Committees and individual Directors, and the respective roles and responsibilities of the Board Committees, thereby reinforcing the Companys commitment to robust corporate governance practices.

(i) Board Evaluation:

The Nomination and Remuneration Committee is entrusted with the responsibility of formulating the criteria for evaluation of the performance of the Board, its Committees, and individual Directors, including the Chairperson. The evaluation framework is aligned with the principles laid down in the Guidance Note on Board Evaluation issued by the SEBI, ICSI and is periodically reviewed to reflect evolving regulatory and governance requirements.

During the financial year 2025-26, a comprehensive performance evaluation of the Board, its Committees, the Chairperson, and individual Directors was carried out through structured questionnaires designed to assess various qualitative and quantitative parameters. The Executive Directors were evaluated based on the Companys overall performance, achievement of strategic objectives, leadership, enhancement of brand equity, and business growth initiatives. The Non-Executive Directors were evaluated based on their participation in Board and Committee meetings, contribution to deliberations, and discharge of their duties with due care, skill and diligence. In addition to these parameters, the Independent Directors were also evaluated on the independence of their judgment, strategic guidance, professional competence, continuous updation of knowledge, and commitment to fairness, integrity and good corporate governance. The performance of the Chairperson was evaluated based on his contribution at the meetings, effectiveness in providing leadership, relationship and communication with shareholders and the Board and his overall contribution to the effective functioning of the Board during the year.

The evaluation of the Board encompassed aspects such as its composition and diversity, experience and domain expertise, effectiveness in strategic oversight, participation and engagement in meetings, independence of judgment, and overall governance practices. The performance of the Committees was evaluated based on their effectiveness in discharging the functions and responsibilities, adequacy of their independence from the Board, the extent to which their recommendations contributed to the Boards decision-making process, and their overall performance during the year.

A comprehensive report of the evaluation outcomes was placed before the Nomination and Remuneration Committee and subsequently noted by the Board of Directors. The Nomination and Remuneration Committee and the Board acknowledged that the evaluation framework adopted by the Company is comprehensive, structured, and reflective of the high level of engagement, effectiveness, and governance standards demonstrated across the Board and its Committees.

The Directors of the Company also expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board as a whole including Chairperson and its Committees.

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

There has been no change in the nature of business of the Company and there are no material changes which have occurred during the year under review and up to the date of this Report.

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

(i) Conservation of Energy:

The Company remains committed to conducting its operations in an environmentally responsible and sustainable manner. Recognizing the importance of efficient resource utilization, the Company continuously strives to minimize its environmental footprint through prudent energy management practices. Although the energy consumption associated with its manufacturing operations is relatively modest, sustained efforts are undertaken to optimize energy usage and enhance operational efficiency.

As part of its commitment to sustainability, the Company has implemented several energy conservation initiatives, including the installation of energy-efficient lighting systems, adoption of renewable energy solutions wherever feasible, and deployment of smart technologies to monitor and optimize energy consumption. Further, the Company actively promotes awareness among its employees regarding energy conservation and responsible environmental practices, thereby fostering a culture of sustainability and environmental stewardship throughout the organization.

(ii) Research and Development:

The Company operates a well-equipped Multi Media Development Centre (MMDC) at its Noida facility, which serves as the hub for its research, development, and product enhancement activities. The Centre is dedicated to the design, development, testing, and continuous improvement of the products manufactured and marketed by the Company, enabling it to respond effectively to evolving technological advancements and customer requirements.

The MMDC is staffed by a team of highly qualified and experienced engineers with expertise in multimedia technologies, digital broadcasting, networking solutions, embedded systems, and software development. The team continuously focuses on developing innovative products, enhancing existing solutions, and improving product quality, reliability, and performance to meet industry standards and customer expectations. Apart from product development, the MMDC provides valuable technical support to the manufacturing, quality assurance, and customer service functions. Through continuous innovation and technological upgradation, the Company remains committed to strengthening its research and development capabilities, delivering high-quality products, and sustaining its competitive position in the broadcasting and communication technology industry.

(iii) Technology Absorption, Adoption and Innovation:

The Company remains committed to continuous technological advancement through the effective absorption, adoption, and application of modern technologies. It consistently strives to strengthen its technological capabilities by developing innovative products, enhancing operational efficiency, improving productivity, and optimizing the utilization of resources while minimizing material wastage. To remain aligned with evolving industry trends and changing customer requirements, the Company adopts proven and reliable technologies, suitably customized to deliver solutions that meet specific customer needs. Continuous efforts are also undertaken to upgrade existing products and processes, ensuring improved performance, quality, and competitiveness. In its pursuit of operational excellence, the Company collaborates with experienced consultants, technology partners, and reputed component suppliers to enhance product design, manufacturing processes, and quality standards. These collaborative efforts enable the Company to deliver reliable, high-quality products, improve operational efficiency, and create greater value for its customers while maintaining its competitive position in the industry.

(iv) Foreign Exchange Earning and outgo:

in Lakhs

Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025
1. Foreign Exchange Inflow:
a) Exports & Merchant Trading	67.21	61.64
b) Services	937.57	930.32
2. Foreign Exchange Outflow:
a) Materials	377.13	321.32
b) Travelling & Other Expenses	22.48	23.67
c) Rent	-	-

16. Directorsf Responsibility Statement:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("the Act"), your Directors, to the best of their knowledge and belief and based on the representations, confirmations, and compliance certificates received from the Operating Management, after due enquiry, hereby confirm that: ? in the preparation of the annual financial statements for the financial year ended 31^st March, 2026, the applicable accounting standards have been followed and appropriate accounting policies have been selected and applied consistently. Further, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026, and of the profit of the Company for the financial year ended on that date; ? they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; ? the annual financial statements for the financial year ended 31^st March, 2026, have been prepared on a going concern basis; ? they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively; and ? they have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

17. Contracts or Arrangements or Transactions with Related Parties:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Company has formulated and adopted a Policy on Related Party Transactions to ensure that all related party transactions are undertaken in a transparent manner and in compliance with the applicable statutory and regulatory requirements. The Policy is available on the Companys website at www.catvisionindia.com.

During the financial year 2025 26, all related party transactions entered into by the Company were in the ordinary course of business and carried out on an arms length basis. In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, such transactions were placed before the Audit Committee for its prior approval and were reviewed by the Committee from time to time.

During the year under review, the Company did not enter into any material related party transactions requiring the approval of the shareholders under Regulation 23 of the SEBI Listing Regulations. Further, there were no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 that were not at arms length or were not in the ordinary course of business. Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as prescribed under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable to the Company.

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

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of transactions entered into with any person or entity belonging to the Promoter or Promoter Group holding 10% or more shareholding in the Company have been appropriately disclosed in the accompanying Financial Statements, wherever applicable.

19. Code of Conduct:

The Board of Directors has adopted a comprehensive Code of Conduct applicable to all Directors and members of the Senior Management of the Company. The Code reflects the Companys commitment to the highest standards of corporate governance, ethical business practices, integrity, transparency, and accountability in the conduct of its affairs. It also embodies the Companys zero-tolerance approach towards bribery, corruption, fraud, and all forms of unethical or improper conduct, and provides clear principles and guidelines to promote responsible and ethical decision-making across the organization.

The Code of Conduct sets out the standards of professional behaviour expected from the Companys leadership and serves as a guiding framework for maintaining integrity in the workplace, ensuring fair dealings with customers, suppliers, regulators, shareholders, employees, and other stakeholders, and fostering a culture of compliance with applicable laws and regulations.

The updated Code of Conduct is available on the Companys website at www.catvisionindia.com. In accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Directors and members of the Senior Management have affirmed their compliance with the Code of Conduct for the financial year ended 31^st March, 2026. A declaration to this effect, signed by the Managing Director, forms part of the Corporate Governance Report annexed to this Annual Report.

20. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, relating to Corporate Social Responsibility ("CSR"), are not applicable to Company, as it does not meet the prescribed thresholds of net worth, turnover, or net profit specified under the said provisions during the immediately preceding financial year(s).

Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee, formulate a CSR Policy, or undertake CSR activities during the financial year under review. Consequently, the disclosure requirements relating to Corporate Social Responsibility are not applicable to the Company for the year ended 31^st March, 2026.

21. Prevention of Insider Trading:

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives. The Code lays down the framework for regulating trading in the Companys securities and aims to preserve the confidentiality of Unpublished Price Sensitive Information ("UPSI") while promoting transparency and fairness in securities transactions. The Code, inter alia, provides for pre-clearance of trades by designated persons, prescribes trading restrictions during the closure of the trading window, and prohibits Directors, Designated Persons, and other connected persons from dealing in the Companys securities while in possession of UPSI. It also sets out procedures for handling, sharing, and safeguarding UPSI in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Board of Directors oversees the implementation of the Code, while the Compliance Officer is responsible for its day-to-day administration, monitoring, and ensuring compliance with the applicable regulatory requirements.

22. Implementation of New Labour Codes:

Pursuant to the implementation of the New Labour Codes by the Government of India with effect from 21^st November, 2025, the Company reassessed its employee benefit obligations based on the revised definition of wages and applicable provisions. The resultant impact, wherever applicable, has been appropriately recognised in the Financial Statements.

23. Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the

Company has transferred to the Investor Education and Protection Fund (IEPF) all dividends that remained Unclaimed or unpaid for a period of seven consecutive years, along with the corresponding equity shares in respect of which such dividends remained unclaimed. Up to the close of the financial year 2025-26, the Company has transferred an aggregate amount of 6,93,331 to the IEPF, comprising unclaimed dividends of 2,73,466 pertaining to the Financial Year 2011-12 and 4,19,865 pertaining to the Financial Year 2016-17. Further, 4,19,865 equity shares, in respect of which dividends remained unclaimed for seven consecutive years, have also been transferred to the demat account of the IEPF Authority in accordance with the applicable statutory provisions and the Rules framed thereunder.

24. Auditors and Auditorsf Qualification:

(i) Statutory Auditors:

M/s G S P T & Associates LLP, Chartered Accountants (Firm Registration No. 029722N), 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 term of existing auditors is expiring in this AGM and the auditors have confirmed their inability for their reappointment as Statutory Auditors of the Company due to preoccupation.

Now, Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time and on the recommendation of the Audit Committee, the Board of Directors have recommended for the approval of the Members, the appointment of M/s Gaur & Associates, Chartered Accountants (Firm Registration No. 0005354C), as the Statutory Auditors of the Company for a period of three years from the conclusion of the ensuing AGM till the conclusion of 44^th AGM. Resolution seeking approval of the members for the appointment of M/s Gaur & Associates as the Statutory Auditors forms part of the Notice convening the 41^st AGM of the Company.

The Auditors Report by M/s G S P T & Associates LLP, Chartered Accountants on the financial statements for the financial year ended 31^st March, 2026, does not contain any qualification, observation, emphasis of matter of adverse remark and doesnt 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 eAnnexure Af.

25. Reporting of Fraud by Auditors:

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported any instance 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. Consequently, no disclosure in this regard is required to be made in this Boards Report.

26. Business Risk Management:

The Company has established a structured approach to risk management, recognizing that effective identification, evaluation, and mitigation of risks are essential for achieving its strategic objectives and ensuring long-term sustainable growth. The risk management framework is designed to proactively address potential business, operational, financial, regulatory, and other emerging risks, while safeguarding the interests of the Company and its stakeholders. The management regularly reviews the internal and external business environment to identify potential risks and implements appropriate mitigation measures as part of the Companys planning and decision-making processes. Risk management practices are continuously strengthened to respond effectively to the evolving business landscape and regulatory environment. Based on the review and assessment carried out by the Board of Directors, no material risks have been identified that, in its opinion, may threaten the Companys ability to continue as a going concern or adversely impact its long-term operations. The Board is satisfied that the Companys existing risk management framework is adequate and that the current and foreseeable risk exposure remains within acceptable limits.

27. Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis ("MDA") Report forms an integral part of this Annual Report. The MDA Report provides a comprehensive overview of the Companys operational and financial performance, industry developments, business outlook, opportunities and challenges, risks and concerns, internal control systems, and other material aspects relating to the state of affairs of the Company during the financial year under review.

28. Depository System:

Pursuant to the applicable notifications and regulations issued by the Securities and Exchange Board of India (SEBI), trading in the equity shares of the Company is permitted only in dematerialized form. The Companys equity shares are admitted for dematerialization with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) under ISIN: INE660B01011. As on 31^st March, 2026, approximately 98% of the Companys total issued equity share capital was held in dematerialized form, reflecting the Companys continued efforts to facilitate seamless electronic holding and transfer of securities.

29. 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 2026-27 has already been paid.

30. 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, 2026, are set out in Notes to the financial statements of the Company.

(ii) Vigil Mechanism / Whistle Blower Policy:

The Company has instituted a comprehensive Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to promote ethical business practices, transparency, and accountability across the organization. The mechanism is administered under the supervision of the Audit Committee of the Board, with the Chairperson of the Audit Committee serving as the Ombudsperson to oversee its effective implementation. The framework enables Directors and employees to report, in good faith, any concerns relating to unethical behaviour, actual or suspected fraud, misuse of the Companys resources, or violations of the Companys Code of Conduct and applicable laws and regulations. The policy provides adequate safeguards against victimization of whistle blowers and ensures confidentiality of disclosures. It also facilitates direct access to the Chairperson of the Audit Committee in appropriate cases. The Vigil Mechanism is reviewed periodically to ensure its continued effectiveness and alignment with the evolving regulatory framework, including the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the SEBI (Prohibition of Insider Trading) Regulations, 2015. Further details regarding the Vigil Mechanism are set out in the Corporate Governance Report forming part of this Annual Report.

(iii) Board Meetings and Annual General Meeting

During the financial year ended 31^st March, 2026, four (4) meetings of the Board of Directors and four (4) meetings of the Audit Committee were duly convened and held. The details relating to the dates of the meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The 40th Annual General Meeting (AGM) of the Company was held on 26th September, 2025. All meetings of the Board of Directors, its Committees and the Members of the Company were conducted in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the circulars and guidelines issued by the Ministry of Corporate Affairs and the Securities and Exchange Board 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 and 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paras C, D and E of Schedule V to the SEBI Listing Regulations, are not applicable to Catvision Limited ("the Company"), as the Companys paid-up equity share capital did not exceed 10 crore and its net worth did not exceed 25 crore as on 31^st March, 2026.

In accordance with the applicable regulatory requirements, the Company has submitted the requisite certificate confirming the non-applicability of the aforesaid Corporate Governance provisions to the Stock Exchange.

Notwithstanding the statutory exemption available under the SEBI Listing Regulations, the Company firmly believes that sound corporate governance is fundamental to sustainable business growth, ethical conduct, transparency and stakeholder confidence. Accordingly, as a measure of good governance and in keeping with its commitment to best governance practices, the Company has voluntarily included a detailed Corporate Governance Report for the financial year ended 31^st March, 2026, forming part of this 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:

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the close of the financial year ended 31^st March, 2026 and the date of this Report, other than those disclosed elsewhere in this Annual Report.

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

Towards its commitment to maintain a safe and healthy work environment, the Company has adopted

‘Policy on Prevention of Sexual Harassment at Workplace in compliance of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (‘POSH Act), which is aimed at providing a safe, secure and dignified work environment and to deal with complaints relating to sexual harassment at workplace. Apart from Companys workforce, the Policy gives shelter to contract workers, probationers temporary employees, trainees, apprentices and any person visiting the Company.

The Company has constituted Internal Complaints Committees (‘ICCs) at its Head-Office in Noida, U.P. and is in full compliance with the provisions relating to the constitution of such Committees under the POSH Act, for the effective prevention, prohibition and redressal of complaints relating to sexual harassment. Regular training and awareness programmes are conducted, both through internal and external platforms, to sensitise employees on the prevention of sexual harassment, promote gender equality, and reinforce the importance of maintaining a workplace free from discrimination, harassment and bias. These programmes are designed to educate employees on their rights and responsibilities, encourage respectful behaviour, and provide clear guidance on the mechanisms for reporting, addressing and resolving grievances in a fair and confidential manner. The Company is firmly committed to upholding the highest standards of human rights and ethical labour practices across all its operations. As part of our core values and ESG commitments, the Company strictly prohibits the use of child labour, forced labour, involuntary labour, or bonded labour in any form. In the reporting year, we have not received any complaints pertaining to child labour, forced labour or sexual harassment. The Annual Report as required under Section 21 of the POSH Act, read with Rule

14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, has been submitted to the respective authority.

(x) Particulars of Employees and Related Disclosures:

The disclosures relating to remuneration as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as eAnnexure Bf. The information required pursuant to Section 197 of the Act read with Rules 5(2) and 5(3) of the said Rules, including the statement containing particulars of the top ten employees in terms of remuneration drawn and other prescribed details of employees, forms part of this Report. In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members including the aforesaid statement.

(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:

The Companys books of accounts are maintained at: A-23, Sector 57, Noida 201301, Uttar Pradesh, India.

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

32. Acknowledgement and Appreciation:

The Board of Directors places on record its sincere gratitude to all stakeholders, including shareholders, customers, suppliers, business associates, contractors, bankers, financial institutions, regulatory and government authorities, and international business partners, for their continued trust, cooperation, and valuable support extended to the Company throughout the year. The Directors also express their deep appreciation to the management team and employees at all levels for their unwavering commitment, professionalism, and dedicated efforts, which have significantly contributed to the Companys performance and growth. The Board acknowledges and values the collective contribution of every member of the Catvision family and looks forward to their continued support in the years ahead.

For and on behalf of the Board of Directors
Syed Athar Abbas	Hina Abbas
Managing Director	Whole Time Director
(DIN: 00770259)	(DIN: 01980925)
Place: Noida, U.P
Date: 13th August, 2026