To
The Members,
SRI ADHIKARI BROTHERS TELEVISION NETWORK LIMITED
Your Board of Directors is delighted to present the 30th Annual Report of our eminent Company, along with the Financial Statements for the financial year ending on 31st March 2025, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").
¦ FINANCIAL HIGHLIGHTS:
(Rs. in Lakhs except EPS
Particulars |
Standalone |
Consolidated |
||
Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2025 | Year ended March 31, 2024 | |
1 Revenue from operations |
601.34 | 150.00 | 610.52 | 276.00 |
2 Other income |
13.27 | 28.79 | 28.90 | 49.90 |
3 Profit/(loss) before Depreciation & Amortization Expenses, Finance Cost |
68.60 | (286.56) | 65.92 | (236.01) |
4 Less: Depreciation and Amortization Expenses |
14.84 | 1,873.12 | 14.84 | 1,873.12 |
5 Less: Finance Cost |
6.31 | 0.52 | 6.36 | 0.52 |
6. Total Expenses |
567.16 | 2,338.99 | 594.70 | 2,435.55 |
7 Profit/ (Loss) before Tax |
(2,236.83) | (2,160.20) | (2,239.56) | (2,109.65) |
8 Less: Tax Expenses |
- | - | - | - |
Current Tax |
- | - | - | 13.15 |
MAT Credit Entitlement |
- | - | - | - |
Deferred Tax |
- | - | - | - |
Short / Excess income tax of previous years |
- | - | (0.57) | 12.13 |
9 Profit/ (Loss) after tax |
(2,236.83) | (2,160.20) | (2,238.99) | (2,134.93) |
10 Less: Share of Minority Interest |
- | - | 0.72 | 8.35 |
11 Add: Share of Profit/(Loss) in Associate |
- | - | - | - |
12 Other Comprehensive Income |
- | - | - | - |
13 Total Comprehensive Income for the period |
(2,236.83) | (2,160.20) | (2,238.27) | (2,126.58) |
14 Earnings per Share Basic Diluted |
(8.82) | (8.51) | (8.82) | (8.41) |
The Audited (Standalone & Consolidated) Financial Statements of the Company for the Financial Year ended March 31,2025, have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.
The comments of the Board of Directors ("the Board") of the Company on the financial performance of the Company along with the state of Company?s affairs have been provided under the Management Discussion and Analysis Report which forms part of this Annual Report.
The previous year figures have been re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the current year accounting treatment.
¦ REVIEW OF OPERATIONS & STATE OF COMPANY?S AFFAIRS:
The Company operates in a Single segment i.e. Content Production and Distribution.
During the year under review, the total revenue from the operations was INR 601.34 Lakhs. During the year, the Company recorded a loss before tax of INR (2,236.83) Lakh as against loss before tax of INR (2,160.20) Lakh in the previous financial year. The loss after tax was INR (2,236.83) Lakh during financial year 2024-25 as against a loss after tax of INR (2,160.20) Lakh in the previous financial year.
The total comprehensive income is negative of INR (2,236.83) Lakh during the financial year 2024-25 as against negative of INR (2,160.20) Lakh in the previous financial year.
The Board is pleased to report that the Resolution Plan for Sri Adhikari Brothers Television Network Limited, as approved by the Hon?ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated 8th December 2023, has been successfully implemented on 27th May 2025, significantly ahead of the stipulated timeline. The said Resolution Plan was jointly submitted by (1) M/s. Sab Events & Governance Now Media Limited, (2) M/s. Marvel Media Private Limited, (3) Mr. Ravi Adhikari and (4) Mr. Kailasnath Adhikari (hereinafter referred to as "Resolution Applicants"). This early and successful implementation reflects collective commitment, coordination, and timely execution by all stakeholders involved, thereby marking a significant milestone in the Company?s restructuring journey. The Company has made requisite disclosures in this regard in compliance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
¦ CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable Accounting Standards issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company form an integral part of this Annual Report. The audited standalone and consolidated financial statements, together with the relevant information and the audited financial statements of the subsidiary, are available on the Company?s website and can be accessed at: https://www.adhikaribrothers.com/ financials. Further, these documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days (excluding Saturdays, Sundays, and National Holidays) up to the date of the 30th Annual General Meeting of the Company.
¦ INDIAN ACCOUNTING STANDARDS:
The financial statements of the Company for the financial year ended 31st March 2025 have been prepared in accordance with the Indian Accounting Standards (IND AS) prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued thereunder and other accounting principles generally accepted in India. This adherence underscores the Company?s commitment to transparent and accurate financial reporting, ensuring reliability and consistency in disclosures.
¦ SHARE CAPITAL:
The Company?s authorized share capital is Rs. 48,50,00,000, comprising of Rs. 46,10,00,000/- (Indian Rupees Forty-Six Crores Ten Lacs only) divided into 4,61,00,000 Equity Shares of Rs. 10/- each and Rs. 2,40,00,000/- (Indian Rupees Two Crores Forty Lacs only) divided into 24,00,000 Redeemable Preference Shares of Rs. 10/- each.
The Company vide its EGM held on July 14, 2025, increased its Authorized Share Capital of the Company from Rs. 48,50,00,000/- (Rupees Forty-Eight Crores Fifty Lakhs Only) comprising of Rs. 46,10,00,000/- (Rupees Forty-Six Crores Ten Lakhs Only) divided into 4,61,00,000 Equity Shares of Rs.10/- each and Rs. 2,40,00,000/- (Rupees Two Crore Forty Lakhs Only) divided into 24,00,000 Redeemable Preference Shares of Rs. 10/- each to Rs. 111,00,00,000/- (Rupees One Hundred Eleven Crores Only) comprising of Rs. 1,08,60,00,000/- (Rupees One Hundred Eight Crores Sixty Lakhs Only) divided into 10,86,00,000 Equity Shares of Rs. 10/- each and Rs. 2,40,00,000/- (Rupees Two Crore Forty Lakhs Only) divided into 24,00,000 Redeemable Preference Shares of Rs. 10/- each
Further, as on March 31, 2025, there was no change in the paid-up share capital of the Company. The issued, subscribed and paid-up share capital of the Company as on March 31, 2025, was Rs. 2,53,73,056 Equity shares of Rs. 25,37,30,560/- (Indian Rupees Twenty-Five Crore Thirty-Seven Lakh Thirty Thousand Five Hundred Sixty).
The Company had approved the issue of 1,50,00,000 Equity Shares on a preferential basis by way of special resolution, along with the issue of 6,80,20,000 Convertible Warrants on a preferential basis. The Company is currently in the process of obtaining in-principle approval from the Stock Exchanges where the proposed securities are to be listed.
¦ ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK OPTION:
During the period under consideration, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise or sweat equity shares and has not granted any stock options.
¦ CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year under review.
¦ TRANSFER TO RESERVES:
In view of the losses incurred during the year under review, no amount has been transferred to reserves.
¦ DIVIDEND:
In view of the net loss incurred by the Company for the financial year ended 31st 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 31st December 2024 the market capitalization of the Company was falling within top 1000 companies and accordingly, Dividend Distribution Policy was adopted by the Board of Directors at their Meeting held on 31st March, 2025 The Dividend Distribution Policy adopted by the Company can be accessed on the Company?s website at https://www.adhikaribrothers.com/pdf-2025/DIVIDEND%20DISTRIBUTION%20POLICY_Annexure%20B.pdf
¦ CREDIT RATING:
During the reporting period, there was no credit rating revised and no new credit rating has been obtained by the Company.
¦ INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the provisions of Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the unclaimed/unpaid dividend amount for the financial year 2016-17 along with the shares on which Dividend remained unclaimed/unpaid for a period of seven consecutive years was due to be transferred to the Investor Education and Protection Fund (IEPF). The details of unclaimed/ unpaid dividends have been uploaded on the website of the Company at https://www.adhikaribrothers.com/general-info .
¦ PUBLIC DEPOSITS:
During the Financial Year under review, the Company has not accepted any amount falling within the purview of provisions of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
¦ DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Board as on March 31, 2025, comprises 8 (Eight) Directors out of which 5 (Five) are Independent Directors whereas 2 (Three) are Non-Executive Non Independent Directors and 1 (One) Executive Director. The composition of the Board of Directors is as follows:
Sr. Name No. |
Designation |
1 Mr. Ravi Gautam Adhikari |
Chairman |
2 Mr. Kailasnath Markand Adhikari |
Managing Director |
3 Mr. Ganesh Prasad Raut |
Independent Director |
4 Mr. M. Soundarapandian |
Independent Director |
5 Mr. Umakanth Bhyravajoshyulu |
Independent Director |
6 Ms. Latasha L. Jadhav |
Non-Executive - Non-Independent Director |
7 Mr. Pritesh Rajgor |
Independent Director |
8 Ms. Neha Vinod Kothari |
Independent Director |
The Board of Directors, at its meeting held on 21st March 2024, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013, read with the Articles of Association of the Company, approved the appointment of Mr. Pritesh Rajgor as an Additional Independent Director with immediate effect. His appointment was subsequently regularized as an Independent Director by the Shareholders through postal ballot on 19th June 2024.
Mr. Markand Adhikari resigned from the post of Chairman & Managing Director w.e.f. August 14, 2024,
Mr. Kailasnath Adhikari was appointed as an Additional Director and designated as Managing Director for a term of five (5) years w.e.f. August 14, 2024 and was regularized by the Shareholders at the 29th (Twenty-Ninth) Annual General Meeting held on Monday, 16th September 2024.
Mr. Ravi Adhikari was appointed as an Additional Director (Non-Executive) and designated as the Chairman of the Company w.e.f. August 14, 2024 and was regularized by the Shareholders at the 29th (Twenty-Ninth) Annual General Meeting held on Monday, 16th September 2024.
Ms. Neha Vinod Kothari was appointed as an Additional Independent Woman Director w.e.f. March 31, 2025 and was regularized as Independent Director vide Postal Ballot held on June 27, 2025.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on March 31,2025:
Sr. No. Name |
Designation |
1. Mr. Kailasnath Markand Adhikari |
Managing Director |
2. Mr. Suresh Khilari |
Chief Financial Officer |
3. Mr. Hanuman Govind Patel |
Company Secretary and Compliance Officer |
Mr. Hanuman Patel was appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 01,2024, and he resigned with effect from the closing hours of March 31,2025.
Ms. Bhawna Saunkhiya was appointed as Company Secretary & Compliance Officer of the Company with effect from June 14, 2025.
Retirement By Rotation & Subsequent Reappointment:
In accordance with the provisions of Section 152 & other applicable provisions if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or reenactments( s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ravi Gautam Adhikari (DIN: 02715055), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.
The Nomination and Remuneration Committee and Board have recommended his re-appointment as Non-Executive Director of the Company for approval of Shareholders at the ensuing Annual General Meeting of the Company.
Declaration from Independent Directors:
The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Remuneration to Non-Executive Directors:
During the Financial Year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.
¦ BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company?s website.
¦ DIRECTORS? RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the loss of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
¦ ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES, AND OF INDIVIDUAL DIRECTORS:
Pursuant to the applicable provisions of the Act read with Schedule IV to the Act and the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each Director to be carried out on an annual basis. The criteria devised for performance evaluation of each Director consists of maintaining confidentiality, maintaining transparency, participation in company meetings, monitoring compliances, sharing knowledge and experience for the benefit of the Company.
The Independent Directors met on March 10, 2025, without the presence of other Directors or members of Management. In the meeting, the Independent Directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairman.
During the Financial Year under review, the NRC reviewed the performance of all the Executive and Non-Executive Directors.
A formal performance evaluation was also carried out by the Board of Directors held on March 10, 2025, where the Board made an annual evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2024-25 on the basis of a structured questionnaire on performance criteria. The Board expressed its satisfaction with the evaluation process.
¦ MEETINGS OF THE BOARD OF DIRECTORS:
The Board met on various occasions to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company. During the Financial Year under review, the Board met 7 (Seven) times. The details of the composition of the Board, Meetings and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance, forming part of this Report. The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India ("ICSI").
¦ COMMITTEES OF THE BOARD:
In compliance with the requirements of the relevant provisions of applicable laws and statutes, as on March 31,2025, the Company had 4 (Four) committees of the Board viz.:
Audit Committee;
Nomination & Remuneration Committee;
Stakeholders? Relationship Committee; and
Risk Management Committee
The details of the Committees, along with their composition, number of meetings held, and attendance of the members are provided in the Corporate Governance Report, forming part of this Annual Report.
¦ POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
Pursuant to provisions of Section 134(3)(e) and Section 178 of the Companies Act, 2013 read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, prior to commencement of CIRP, the Board had adopted a Policy on "Criteria for appointment of Directors, Key Managerial Personnel, Senior Management Employees and their remuneration" and it is available on the website of the Company at https://www . adhikaribrothers.com/disclosure-under-regulation-46-of-sebi. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.
¦ INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Our Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the period, the Company has not received any complaints and hence no outstanding complaints exists during the end of the FY 24-25.
¦ MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
¦ NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:
Female |
0 |
ALIGN=LEFT>Male |
2 |
Transgender |
0 |
¦ VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policy provides a mechanism for reporting unethical behavior and fraud made to the Management. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of the Vigil Mechanism/ Whistle Blower Policy are explained in the Report on Corporate Governance and are also available on the website of the Company and can be accessed at https://www.adhikaribrothers.com .
We affirm that during the Financial Year 2024-25, no employee or Director was denied access to the Audit Committee.
During the year under review, there were no complaints/reports received by the Company in the said mechanism for the Company and for its subsidiaries.
¦ RISK MANAGEMENT:
The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy is devised to identify the possible risks associated with the business of the Company, assess the same at regular intervals and take appropriate measures and controls to manage, mitigate and handle them. The key categories of risk covered in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risks that may potentially affect the working of the Company.
In compliance with Regulation 21 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors constituted the Risk Management Committee on March 31,2025, as the Company falls within the top 1000 listed entities by market capitalization. The Constitution is mentioned in Corporate Governance Report which is self-explanatory.
The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework. The risk management policy adopted by the Company can be accessed on the Company?s website at https://www.adhikaribrothers.com/wp-content/uploads/2019/08/Risk-Management- Policy_SABTNL.pdf
¦ CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the following have been made as part of the Annual Report and are attached to this report:
a. Management Discussion & Analysis Report (Annexure I);
b. Report on Corporate Governance (Annexure VI);
c. Declaration on Compliance with Code of Conduct;
d. Certificate from Practicing Company Secretary that none of the Directors on the board of the company have been debarred or disqualified from being appointed or to act as director of the Company;
e. Auditors? Certificate regarding compliance of conditions of Corporate Governance; and
f. Business Responsibility and Sustainability Report (Annexure VII).
¦ PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee?s remuneration are appended to this report as "Annexure II - Part A".
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as "Annexure II - Part B" and forms a part of this report.
¦ SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of Sections 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and its subsidiary and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual Report.
During the year under review, no company became/ ceased to be a subsidiary, joint venture, or associate of the Company.
As on 31st March 2025, the Company has 1 (One) Subsidiary Company i.e. M/s. Westwind Realtors Private Limited and 1 (one) Associate Company i.e. SAB Media Networks Private Limited. The details of the Subsidiary Company and Associate Company are mentioned in the Report on Corporate Governance forming part of this Annual Report and given in Form AOC-1 as Annexure III" to this report.
Pursuant to allotment of Equity Shares as per the Resolution Plan, M/s. Ruani Media Service Ltd (Formerly known as Ruani Media Service Private Ltd), being a Special Purpose Vehicle (SPV) of the Resolution Applicants, has been added to the Promoter Group of the Company pursuant to the acquisition of the majority stake in the Company, thereby becoming the Holding Company of M/s. Sri Adhikari Brothers Television Network Limited.
As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries ("Policy"). The details of the Policy are available on the Company?s website and can be accessed through the link: https://adhikaribrothers.com/pdf/Policv-on-Determining-Material-Subsidiaries SABTNL.PDF .
The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company?s website and can be accessed through the link: http://www.adhikaribrothers . com/financials/. The financial statements of the subsidiaries, as required, are available on the Company?s website and can be accessed through the link: https://www.adhikaribrothers.com/subsidiary .
¦ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions ("RPTs") entered into by the Company during the financial year were in the ordinary course of business and on an arm?s length basis, except for certain material related party transactions undertaken with:
Name of Related Party |
Relation |
Nature of Transaction |
Mode of Approval |
TV Vision Limited |
Group Company |
(1) The transfer of the Channel License of TV Channel with the brand namely "Dhamaal" for a one-time aggregate consideration of Rs. 1,00,00,000/- (Rupees One Crore Only) plus applicable taxes and (2) For availing Distribution and Placement services from TV Vision Limited to place the channel Dhamaal? on various cable networks, DTH networks and DD Free Dish DTH; for an amount not exceeding Rs.25,00,00,000/- (Rupees Twenty Five Crore Only) plus applicable taxes, per year |
Ordinary Resolution passed via Postal Ballot on 19th June 2024 |
Mr. Kailasnath Adhikari |
a Relative of the Chairman & Managing Director of the Company, who is also a Director of the Holding Company |
Avail services and payment of fees not exceeding Rs.80,00,000/- (Rupees Eighty Lakhs Only) per annum plus applicable taxes |
Ordinary Resolution passed via Postal Ballot on 19th June 2024 |
Mr. Ravi Adhikari |
Director of the Holding Company |
Avail services and payment of fees not exceeding Rs. 80,00,000/- (Rupees Eighty Lakhs Only) per annum plus applicable taxes |
Ordinary Resolution passed via Postal Ballot on 19th June 2024 |
These material transactions were carried out in accordance with the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
All Related Party Transactions were placed before the Audit Committee and the Board of Directors for their review and approval. The Audit Committee, after reviewing the nature, scope, and terms of the transactions, approved, ensuring that such transactions were executed in a fair, transparent, and compliant manner.
Pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of these material related party transactions are disclosed in Form AOC-2, which forms part of this Annual Report.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has amended the Related Party Transactions Policy on March 31, 2025 and the same is uploaded on the Company?s website at: http://adhikaribrothers.com/pdf/ Policy-on-Related-Party-Transactions_SABTNL.PDF
Members may refer to Note 23 to the standalone financial statements which set out related party disclosures pursuant to IND AS.
Further, the prescribed details of related party transactions in Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the "Annexure IV" to this Report.
¦ STATUTORY AUDITORS AND THEIR REPORT:
Statutory Auditors:
M/s. Hitesh Shah & Associates, Chartered Accountants (ICAI FRN Reg. No. 107564W) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 28th AGM, held on 14th September 2023. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.
The Notes on the financial statement referred to in the Statutory Auditor?s Report are self-explanatory and do not call for any further comments. The Statutory Auditor?s Report on the standalone and consolidated financial statements of the Company for the financial year ended 31st March 2025, forms part of this Annual Report.
On a Standalone and Consolidated basis, there are no qualifications stated in the audit report and hence there is nothing specific
to comment on the Audit Report, other than the comments mentioned in the report itself, which are self-explanatory.
¦ REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditors of your Company have not reported any instances of fraud committed in your Company by the Company?s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
¦ SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. HRU & Associates, Practicing Company Secretaries, (COP: 20259) as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is appended to this report as "Annexure V".
Report of the Secretarial Auditors is self-explanatory and does not contain any adverse remarks or qualifications or disclaimers etc.
Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, issued by the Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the Financial Year 2024-25, from M/s. HRU & Associates, Practicing Company Secretary, (COP: 20259) on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges within the prescribed timeline.
¦ MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act, the Government has not prescribed maintenance of the cost records in respect of services dealt with by the Company. Hence, the prescribed section for maintenance of cost records or Cost Audit is not applicable to the company during the year under review.
¦ INTERNAL AUDITOR:
Pursuant to provisions of Section 138 read with rules made thereunder, the Board in its meeting held on May 24, 2024 has appointed M/s. N H S & Associates, Chartered Accountants, (FRN: 112429W) were appointed as an Internal Auditors of the Company for the Financial Year 2024-25.
Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.
¦ INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The management duly considers and takes appropriate actions on the recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.
¦ BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR"):
During the year under review, the market price of the Company?s equity shares witnessed movement, resulting in the Company being classified amongst the top 1000 listed entities as per market capitalization as on December 31, 2024. Accordingly, the provisions relating to Business Responsibility and Sustainability Reporting (BRSR) are applicable to the Company for the financial year.
The Company remains committed to complying with all regulatory requirements and will continue to strengthen its governance framework and sustainability practices as it grows.
In accordance with the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR), outlining the Company?s initiatives and performance from an Environmental, Social, and Governance (ESG) perspective, has been prepared in the prescribed format and is enclosed to this report as Annexure VII.
¦ ANNUAL RETURN:
The Annual Return in Form MGT-7 as on 31st March 2025, as required under Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company and can be accessed at http://www.adhikaribrothers.com/ .
¦ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year under review 2024-25, details of loans, guarantees, investments, or securities given by the Company as per Section 186 are as follows:
Sr No.. Particulars |
Yes/No |
(a) Whether any loan, guarantee is given by the company or securities of any other body corporate purchased? |
No |
(b) Whether the Company falls in the category provided under section 186(11) |
No |
(c) Are there any reportable transactions on which section 186 applies? (whether or not threshold exceeds 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account) |
No |
(d) Brief details as to why transaction is not reportable |
NA |
Details of existing loans, guarantees, and investments are provided in Notes to the Financial Statement forming integral part of this Annual Report.
¦ FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company has put in place a familiarization program for Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the operations of the Company, business overview etc. The details of the familiarization program is available on the website of the Company.
¦ DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder do not apply to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.
¦ DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE:
During the reporting period there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company?s operations.
¦ MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
Except as disclosed elsewhere in this report, there were no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e. March 31, 2025, and the date of the Director?s Report.However, it may be noted that an Open Offer has been announced in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The outcome of the said Open Offer may result in a change in management and control of the Company.
¦ COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the ICSI and the Company has complied with all the applicable provisions of the same during the year under review.
¦ CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:
A CONSERVATION OF ENERGY
i) Steps taken or impact on conservation of energy |
The Operations of the Company are not much energy intensive. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. |
ii) Steps taken by the Company for utilizing alternate sources of energy |
Though the activities undertaken by the Company are not energy-intensive, the Company shall explore alternative sources of energy, as and when the necessity arises. |
iii) Capital investment on energy conservation equipment |
Nil |
B TECHNOLOGY ABSORPTION
i) Efforts made towards technology absorption |
The minimum technology required for the business has been absorbed |
ii) Benefits derived from technology absorption |
None |
iii) Details of Imported technology (last three years) |
N.A. |
- Details of technology imported |
|
- Year of import |
|
- Whether technology being fully absorbed |
|
- If not fully absorbed, areas where absorption has not taken place and reasons thereof |
|
iv) Expenditure incurred on Research and development |
Nil |
C FOREIGN EXCHANGE EARNINGS AND OUTGO
i) Foreign Exchange inflow |
Nil |
ii) Foreign Exchange outflow |
Nil |
¦ CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in the Company?s shares by the Company?s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company?s shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers the Company?s obligation to maintain a digital database, a mechanism for the prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information, which has been made available on the Company?s website at https://www.adhikaribrothers.com/wp-content/uploads/2019/05/Fair-Practice-Code-Policy.pdf .
¦ DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-25.
¦ DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the Financial Year 2024-25.
¦ GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs ("MCA") has undertaken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and has permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company can send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with the Company.
¦ ACKNOWLEDGEMENT:
The Board of Directors expresses their gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders? including shareholders, banks, financial institutions, viewers, vendors and service providers.
The Board also place on record their deep appreciation towards the dedication and commitment of your Company?s employees at all levels and look forward to their continued support in the future as well.
The Directors appreciate and value the contribution made by every member of the SABTNL family.
Place: Mumbai |
For and on behalf of the Board of Directors |
Date: August 14, 2025 |
Sd/- |
Regd. Office: |
Ravi Adhikari |
6th Floor, Adhikari Chambers, Oberoi Complex, |
Chairman |
New Link Road, Andheri (West), Mumbai - 400 053 |
DIN: 02715055 |
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