The Board of Directors hereby submits 21^st (Twenty First) Board Report of the business and
operations of your Company (‘the Company or Sea TV’) along with the audited financial statements, for the financial
year ended March 31^st, 2025.

FINANCIAL PERFORMANCE

The financial performance of the company for the year ended on 31^st March 2025 is summarized as under:

*figures are re-stated as per IND-AS

FINANCIAL STATEMENT

The Ministry of Corporate Affairs has announced adoption and applicability of Indian Accounting Standards (Ind-AS) for
Companies other than Banking Companies, Insurance Companies and NBFCs by notification dated 16^th February, 2015
and with reference to the same, company has complied with the IND-AS for the financial year 2024-25 and prepared its
standalone and consolidated financial results according with (Indian Accounting Standards) Rules 2015.

PERFORMANCE OF SUBSIDIARIES

As per section 2(87) (ii) of the Companies Act, 2013, Sea TV Network Limited having two wholly owned subsidiaries
which are: -

1. Jain Telemedia Services Limited;

2. Sea News Network Limited;

(Amount in Rupees)

*figures are re-stated as per IND-AS
SHARES:

(a) CHANGES IN CAPITAL STRUCTURE

Company’s Capital structure contains 100% Equity Capital only and during the year Company has not issued any Sweat Equity
Shares, Bonus Shares, shares with differential rights nor made the buyback of its securities issued and thus the paid-up capital of
the company remain same as it was in previous year i.e. Rs.12,02,00,000/- (Rupees Twelve Crores & Two Lakhs only).

(b) EMPLOYEES STOCK OPTION PLAN

During the year under review, Company has not granted any Stock Options. Further there were no Stock Options out¬
standing as at the close of March 31, 2025. Hence there are no disclosures provided, as required under Clause 12 (Dis¬
closure in the Directors’ Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999.

TRANSFER TO RESERVE

Since there are no profits, the Company has not transferred any funds to the General Reserve during the financial year
2024-2025.

DIVIDEND

As the Company has incurred losses during the financial year 2024-25, the Directors not recommended any dividend
for the financial year 2024-25 and hope for the better performance in future.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for F.Y. 2024-25 is available on Company’s website at
https://www.seatvnetwork.com/investor.php

PUBLIC DEPOSITS

During the year under review Company has not accepted any deposits from the public under Section 2(31) of the Com¬
panies Act, 2013, and there are no deposits with the company which are not in compliance with the requirements of the
Chapter V of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS, IF ANY,

The Company always considers new business proposals that have good future prospects and the potential to increase
the shareholders’ return. The Board has considered from time-to-time proposals for diversification into areas that would
be profitable for the Company as part of diversification plans. Considering this Board has added and done in expansion
during the financial year 2024-25 in the business as internet service provider or part thereof which may include ISP,
Local Area Network (LAN), satellite television channels, radio channels, entertainment channels in all languages, in¬
formative channels, educative channels, microwave multichannel distribution system, fibre optic system etc., These ad¬
ditional business is conveniently and advantageously is combined with the existing businesses of the Company to ena¬
ble the Company to widen the scope of its business activities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals which would impact the going
concern status of Company and its future operation.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report,
which forms part of this Report.

RISK MANAGEMENT

The Company has voluntarily constituted a Risk Management Committee (RMC) which has been entrusted with re¬
sponsibility to assist the Board in

a) Overseeing the Company’s risk management process and controls, risk tolerance and capital
liquidity and funding

b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company

c) Review the Company’s risk appetite and strategy relating to key risks, including credit risk,

liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes
for monitoring and mitigating such risks.

The Company has adopted the same Risk Management Policy as per the provisions of the Companies Act, 2013 (hereinaf¬
ter referred to as the Act), which has been further reviewed by the Board as per Listing Regulations, 2015 and uploaded on
the website of the company (URL: https://www.seatvnetwork.com/investor.php). The Board takes responsibility for the
overall process of risk management in the organization.

AUDITORS AND AUDITOR’S REPORT

M/s. Doogar and Associates, Chartered Accountants, Agra (FRN: 000561N) have been re-appointed as the Statutory
Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the
23rd Annual General Meeting, on such remuneration as may be fixed by the Board of Directors.

The Board has reviewed the Audit Report issued by the Statutory Auditors for the financial year ended March 31, 2025.

The observations made by the Auditors and the notes to accounts, as annexed in this
Annual Report, are self-explanatory.

Audit Qualification

The Statutory Auditors have reported the following qualification in their Audit Report:

• The Company had accrued interest expense of ?58.15 lakhs on unsecured borrowings during the first three quarters
of the financial year ended March 31, 2025. However, during the quarter ended March 31, 2025, the Company re¬
versed this previously accrued interest and did not recognize further interest expense of ^141.59 lakhs pertaining to
the fourth quarter.

• In the opinion of the Auditors, such reversal and non-recognition are not in compliance with Ind AS 109 - Financial
Instruments, which requires financial liabilities to be measured at amortized cost using the effective interest method,
unless contractually waived.

• Had the interest been duly recognized, the finance cost for the year would have been higher by ?199.74 lakhs, the
net loss for the year would have increased by the same amount, and current liabilities as on March 31, 2025, would
have been higher by ?199.74 lakhs.

Management’s Response

The Management has explained that due to ongoing financial constraints, the Company is presently unable to service its
interest obligations. The Company is evaluating options, including the restructuring of loan terms with lenders. Howev¬
er, as of the reporting date, no formal waiver or amendment of terms has been executed with the respective lenders.

The Board has taken note of the Audit Qualification and affirms its commitment to address these financial concerns
through appropriate corrective measures, including restructuring initiatives, in the near future.

SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had initially appointed M/s Amit
Gupta & Associates, Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2024-25.

Pursuant to the resignation of M/s Amit Gupta & Associates, Company Secretaries, as the Secretarial Auditors of the Com¬
pany for the financial year 2024-25 with effect from 01st September, 2025, the Board of Directors, based on the recommen¬
dation of the Audit Committee, appointed M/s Sonia Rani & Associates, Practicing Company Secretaries (Peer Review
No.: 3514/2023) as the Secretarial Auditor of the Company for the financial year 2024-25.

The Secretarial Audit Report for the year ended 31st March, 2025, in Form MR-3, forms part of this Annual Report and is
annexed. The observations, if any, made by the Secretarial Auditors in their Report together with disclosures made in this
Report, are self-explanatory and hence does not call for any further explanation.

In accordance with the provisions of Regulation 24A of the SEBI Listing Regulations from the financial year 2025-26 on¬
wards, the appointment of a Secretarial Auditor is required to be approved by the members in the AGM, and the term of a
Secretarial Auditor shall be five years. The Audit Committee and the Board of Directors at their respective meetings held on
September 01^st, 2025, have considered the proposal. In compliance with the aforesaid provisions, on the recommendation of
the Audit Committee, the Board of Directors recommends the appointment of M/s Sonia Rani & Associates, Practicing
Company Secretaries (Peer Review No.: 3514/2023), as the Secretarial Auditors for a term of five (5) years commencing
from the conclusion of 21st AGM till the conclusion of 26th AGM. Accordingly, the agenda item is being placed for consid¬
eration and approval of the members as an ordinary resolution at the ensuing AGM.

INTERNAL AUDIT

M/s Ashutosh Agarwal & Co., Chartered Accountants, (Firm Registration No. 021531C), was appointed to conduct the internal
audit of the functioning and activities of the company for the financial year 2024-25 as required under section 138 of Companies
Act, 2013 and the rules made thereunder. Internal Auditors attended each quarterly Audit Committee Meeting wherein the Inter¬
nal Audit report were reviewed & considered by the Audit Committee.

COST AUDIT

At present the Cost Auditing provisions are not applicable on our company as our company is outside the threshold lim¬
it of Cost Auditing as define by Companies Act, 2013 and the rules made there under.

SUBSIDIARY COMPANIES

We along with our subsidiaries provide satellite channels, Cable TV Network in all or any
languages. Our Company has two subsidiaries i.e. SEA NEWS NETWORK LIMITED and JAIN TELEMEDIA SER¬
VICES LIMITED. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In The accordance
with the Section 129(3) of the Companies Act, 2013 our Company has prepared the consolidated financial statement of
the Company and of its subsidiaries in compliance with IND-AS, which form a part of the annual Report. Further, a
statement containing the salient feature of the financial statement of our subsidiaries in the prescribed format AOC-1 is
appended as Annexure-IV to the Board’s Report. The statement also provides the details of performance, financial posi¬
tion of each of the Subsidiary.

In accordance with the Section 136 of the Companies Act, 2013, the audited financial statements, including the consoli¬
dated financial statements and related information of the Company and audited account of each of the subsidiary, are
available on the website of stock exchange and also over the website of our company www.seatvnetwork.com These
documents will also be available for inspection during business hours at the Registered Office of the Company. The
Company will also make available these documents upon request by any Member of the Company interested in obtaining
the same.

MATERIAL SUBSIDIARIES

The Company has constituted a policy for determining ‘material subsidiaries’ as approved and further reviewed by the
Board as per Listing Regulation, 2015, is over the website of the Company (URL
https://www.seatvnetwork.com/investor.php)

During the financial year ended March 31, 2025 JAIN TELEMEDIA SERVICES LIMITED (“JTSL”) was deter¬
mined as a material subsidiary whose income exceeds approximately 57% of the consolidated income of the company
in the immediately preceding financial year. The Company is in compliance with Regulation 24A of the Listing Regu¬
lations, 2015. The Company’s unlisted material subsidiary undergoes Secretarial Audit for FY 2024-25. Copy of Secre¬
tarial Audit Report of “JTSL” is annexed with this Annual Report as Annexure-II and it contains few qualifications
with respect of which management has given explanation to the observations.

BOARD MEETINGS

During the year under review, 8 (Eight) Board Meetings were convened and held. Details of the composition of the
Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings and other relevant
details are provided in the Corporate Governance Report,

forming part of annual report is annexed separately.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements
prescribed by SEBI under the Listing Regulations, the Board of Directors (“Board”) has carried out the
annual evaluation of its own performance, that of its Committees and of the individual Directors.

The evaluation of the performance of the Board and individual Directors was carried out by seeking inputs from all Di¬
rectors. The performance of the Committees was evaluated by the Board based on feedback from Committee Members.
The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors. A sepa¬
rate meeting of the Independent Directors was also held to review the performance of Non-Independent Directors, the
functioning of the Board as a whole, and the performance of the Chairperson of the Company, after taking into account
the views of Executive and Non-Executive Directors. The outcome of these evaluations was discussed at a subsequent
meeting of the Board.

The evaluation criteria for the Board included aspects such as composition and diversity, structure, effectiveness of
processes, adequacy of information flow, and overall functioning. The Committees were evaluated based on their com¬
position, clarity of roles, and effectiveness of their meetings. The individual Directors were assessed on their prepared¬
ness, meaningful participation, constructive inputs, and overall contribution to the effectiveness of the Board and
Committees. In addition, the Chairperson was evaluated on leadership, governance, and facilitation of Board discus¬
sions.

AUDIT COMMITTEE & VIGIL MECHANISM
AUDIT COMMITTEE & VIGIL MECHANISM

Pursuant to Section 177(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has duly constituted an Audit Committee. The composition of the Committee is provided in detail in the
Corporate Governance Report forming part of this Annual Report.

The Company has adopted a Whistle Blower Policy establishing a Vigil Mechanism, which has been reviewed by the
Board in line with the provisions of the Listing Regulations, 2015. The policy provides a formal mechanism to Direc¬
tors and employees for reporting concerns about unethical behaviour, suspected fraud, or violations of the Company’s
Code of Conduct. Adequate safeguards have been built in to protect employees from victimization when they avail of
this mechanism. The policy also provides direct access to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy, as approved by the Board, is available on the Company’s website at:
https://www.seatvnetwork.com/investor.php

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme for familiarization of the Independent Directors with the Company in respect of their
roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the
Company and related matters are put up on the website of the company (URL:
https://www.seatvnetwork.com/investor.php). The same has been reviewed by the board as per Listing Regulations,
2015.

CREDIT RATING

The Company’s financial discipline and prudence is reflected by rating agencies as given below: Brickwork has pro¬
vided BWR “D” rating on fund based.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Di¬
rectors’ and ‘General Meetings’, respectively, have been duly followed.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the requirements of Section 178 of the Companies Act, 2013 read with the applicable rules made thereunder
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
duly constituted the Nomination and Remuneration Committee. The composition of the Committee is provided in the
Corporate Governance Report forming part of this Annual Report.

The Committee is responsible for:

• Formulating criteria for determining qualifications, competencies, positive attributes, and independence of Direc¬
tors.

• Developing competency requirements for the Board, keeping in view the Company’s industry, strategy, and long -
term objectives.

• Conducting periodic gap analysis to evaluate the structure, composition, and effectiveness of the Board and making
suitable recommendations.

• Recommending policies relating to the remuneration of Directors, Key Managerial Personnel, and Senior Manage¬
ment.

• Ensuring that appointments reflect an appropriate balance of skills, experience, expertise, diversity, and independ¬
ence.

At the time of appointment, the Committee ensures that specific requirements of the position, including professional
expertise expected, are communicated to the appointee so that their role aligns with the
Company’s strategic and compliance needs.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION

The Company’s policy is to maintain an appropriate mix of Executive, Non-Executive, and Independent Directors to
ensure a balance of governance and management. This mix helps preserve the independence of the Board and supports
effective oversight of the Company’s operations.

As on 31st March, 2025, the Board comprised four members, of which two were Independent Directors, one was an
Executive Director, and one was a Non-Executive Director.

The Company’s Policy on Director’s Appointment and Remuneration, including the criteria for determining qualifi¬
cations, positive attributes, and independence of Directors and other matters as required under Section 178(3) of the
Companies Act, 2013, has been duly reviewed by the Board in accordance with the SEBI Listing Regulations, 2015.

The policy is available on the Company’s website at the following
link:https://www.seatvnetwork.com/policies/Remuneration%20Policy.pdf

There has been no change in the policy during the year under review. The remuneration paid to the Directors is strictly
in accordance with the terms and framework laid down in the policy.

ANNUAL LISTING FEES

The Company is regularly complying with the provisions of the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015.The Company has its equity shares listed on BSE Limited. The Company has paid listing fees
for the year 2024-25. The Company has also established connectivity with both depositories, NSDL and CDSL.

STATE OF THE COMPANY’S AFFAIR

The details of the state of the Company’s affair during the year are given below:

a. Production and Profitability: Company’s itself and its wholly owned subsidiary

“JAIN TELEMEDIA SERVICES LIMITED” and “SEA NEWS NETWORK LIMITED” have sufficient and reasona¬
ble profit for the financial year 2024-25.

b. Sales: The Sales of Company is Rs. 657 Lakhs for the financial year 2024-25 as compare to Rs. 1106 Lakhs for fi¬
nancial year 2023-24.

c. The Indian Media and Entertainment (M&E) industry is a sunrise sector for the economy and is making significant
strides. The increasing availability of fast and cheap internet, rising incomes, and increasing purchases of consumer du¬
rables have significantly aided the industry. India’s media and entertainment industry are unique as compared to other
markets. The industry is well known for its extremely high volumes and rising Average Revenue Per User (ARPU).

d. Future Prospects including constraints affecting due to Government policies: The Company will take each endeavour
to achieve the fixed targets. In the achievement of the said target there will be always some constraints, like change in
govt. policies. Increase in the applicable tax rates in future can raise the problem of price escalation before the compa¬
ⁿy.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees
pursuant to the provisions of the Act, which is further reviewed by the board as per Listing Regulation 2015, is upload¬
ed on the website of the company

(URL: https://www.seatvnetwork.com/policies/Remuneration%20Policy.pdf)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company operates the satellite TV broadcasting channel and is also a Multiple System Operator (“MSO”) in terms
of the license granted by the Ministry of Information and Broadcasting (MIB). As per the MSO License Guidelines as
well as the Policy Guidelines governing Broadcasting Companies, prior permission from the Ministry of Information &
Broadcasting is mandatory before effecting any change in the Board of Directors. Accordingly, pursuant to an applica¬
tion filed by the Company vide letter dated March 26, 2024, and further communications/representations before MIB,
the Company has been permitted to make an appointment of Shri Ashok Kumar Jain (DIN: 11193426) and Ms.
Anuprriya Goyel (DIN: 09724989) as Independent Directors on the Board of the Company, vide their letter dated Au¬
gust 08, 2025.

Accordingly, the Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, at
its meeting held on 16th August, 2025, appointed Shri Ashok Kumar Jain (DIN: 11193426) and Ms. Anuprriya Goyel
(DIN: 09724989) as Non-Executive Independent Director (Additional Director) of the company, pursuant to the provi¬
sions of Section 149 and 161(1) of the Companies Act, 2013 and the Articles of Association of the Company to holds
office as Additional Independent Director with effect from August 16, 2025 up to the date of ensuing Annual General
Meeting.

Shri Ashok Kumar Jain and Ms. Anuprriya Goyel (DIN: 09724989) have consented to act as an Independent Director
of the Company and have also confirmed that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. they are not disqualified from being appointed
as a Director in terms of Section 164 of the Act. Considering their professional qualifications, expertise, and rich expe-

rience, the Board is of the view that the appointment of Shri Ashok Kumar Jain and Ms. Anuprriya Goyel as an Inde¬
pendent Director will be in the interest of the Company. The Board therefore recommends their appointment as an In¬
dependent Director of the Company, not liable to retire by rotation, for a period of five consecutive years from 16th
August, 2025 to 15th August, 2030.

A brief profile of Shri Ashok Kumar Jain and Ms. Anuprriya Goyel, along with other required details pursuant to Regu¬
lation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by ICSI, forms
part of this Annual Report.

The Board currently comprises 6 (Six) Directors, of which 4 (four) are Independent Directors, 1 (one) is an Executive
Director, and 1 (one) is a Non-Executive Non-Independent Director.

CS Karishma Jain (Membership No. A46124) continues to act as the Company Secretary & Compliance Officer of the
Company w.e.f. July 03, 2023.Mr. Anurag Jain, who was appointed as Chief Financial Officer (CFO) of the Company
on December 25, 2023, resigned from the position w.e.f. February 13, 2025, which was duly noted by the Board in its
meeting held on February 28, 2025. The Board has appointed Mr. Harshit Jain as the CFO of the Company w.e.f. May
28, 2025.

In terms of the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI Listing Regulations
2015, Mr. Neeraj Jain, Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered
himself for re-appointment. The necessary resolution for his re-appointment forms part of the Notice convening the en¬
suing AGM scheduled to be held on Monday, September 29, 2025.

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received necessary declarations from all Independent Directors in accordance with Section 149(7) of
the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015, confirming that they meet the criteria of independence as laid out under Section 149(6) of
the Act and the Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances affecting the status of the Independent Di¬
rectors 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. Further, in compliance
with Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, the Independent Directors of the Company have duly registered their names in the data bank of Independent
Directors maintained by the Indian Institute of Corporate Affairs (IICA).

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There is no material changes and commitment made that affect the financial position of the
company.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3)10
AND SECTION 134 (5) OF THE COMPANIES ACT, 2013

In terms of Section 134(3) (c) of the Companies Act, 2013, to the best of their knowledge and belief and according to
the information and explanations obtained by them, your Directors state and
confirm that:

i) in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed
along with proper explanation relating to material departures, if any;

ii) such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2025
have been selected and applied consistently and judgments and estimates have been made that are reasonable and pru¬
dent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 & of the Profit of the
Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

iv) the annual financial statements for the year ended March 31, 2025 have been prepared on a
going concern basis;

v) proper internal financial controls are followed by the Company and that such financial controls are adequate and are
operating effectively; and

vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are
adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on
an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the
Act and of Listing Regulations, 2015. There are Related Party Transactions made by the Company with Subsidiary
companies, Group Companies, Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the
Audit Committee comprising Mr. Rajeev Kumar Jain, Mr. Narendra Kumar Jain & Mr. Neeraj Jain being the members
of the Committee, for its approval. A statement of all Related Party Transactions is placed before the Audit Committee
for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved and further reviewed by the
Board as per Listing Regulations, 2015 is uploaded on the Company’s website (URL:
https://www.seatvnetwork.com/investor.php).

Details of contracts or arrangements or transactions not at arm’s length basis and Details of material contracts or ar¬
rangement or transactions at arm’s length basis pursuant to section 134(3)(h) of the Act, read with rule 8(2) of the
Companies (Accounts) Rules, 2014, in form AOC-2, is NIL which is annexed as Annexure-V.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DIS¬
CLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION)
RULES, 2014

The ratio of remuneration of each director to the medium remuneration of the employees of the company for the finan¬
cial year under the review and the statement containing the particulars of
employees in accordance with the rule 5(2) of the Companies (Appointment and Remuneration of managerial Person¬
nel), Rules, 2014 is given in Annexure-VI.

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Corporate Governance has two basic tenets they are Transparency and Accountability. We at SEA TV NETWORK
LIMITED are committed to do things the right way which means taking business decisions and acting in a way that is
ethical and is in compliance with the applicable legislation.

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Cer¬
tificate issued by the Secretarial Auditors of the Company is attached and forms an integral part of this Annual Report.
Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part
of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, Board has reviewed and ap¬
proved various Policies including Code of Conduct for Directors & Senior
Management, Material Subsidiary Policy, Insider Trading Code, Whistle Blower and Vigil Mechanism Policy, Related
Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company’s
corporate website www.seatvnetwork.com .Additionally. Directors Familiarization Programme and Terms and Condi¬
tions for appointment of Independent Directors can be viewed on Company’s corporate website
www.seatvnetwork.com

We believe that any meaningful policy on corporate governance must provide empowerment to the executive manage¬
ment of the company, and simultaneously create a mechanism of checks and balances which ensures that the decision¬
making powers vested in the executive management is not misused, but is used with care and responsibility to meet
stakeholder aspirations and societal

expectation.

Corporate Governance is also related to innovation and strategy as the organization’s idea of innovation and strategies
are to enhance stakeholders’ satisfaction.

Constitution of Audit Committee, Nomination & Remuneration Committee and their Terms of
References in accordance with the provisions of Section 177 and 178 of Companies Act, 2013, as per 18 &19 Listing
Regulations, 2015 have been provided in the Corporate Governance Report mentioned in other parts of the report.

The Board of Directors is also responsible for and committed to sound principals of corporate governance in the com¬
pany. The Board plays a crucial role in overseeing how the management serves the short- and long-term interest of the
shareholders and stakeholders. This believes is reflected in our governance practices, under which we strive to maintain

an effective, informed and independent Board. We keep our governance practice under continues review and bench¬
mark ourselves to the best practices.

At present Corporate Social Responsibility provision is not applicable on our company as our company is outside the
threshold limit of CSR as define by Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Compa¬
nies Act 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

The disclosure as required under the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the names of the
top ten employees in terms of remuneration drawn given as follows: -

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVEN¬
TION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has complied with the applicable provisions relating to the constitution of Internal Complaints Commit¬
tee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Committee serves to resolve employee grievances related to sexual harassment and any other form of harassment at the
workplace.

The Committee comprises of senior employees of the Company including representatives from Human
Resource, other locations, a counselor and a chairperson. The chairperson of the Committee is a woman
employee holding a senior management position. Your Company would continue to ensure that all
employees are treated equally and there is no discrimination or harassment of any nature at the workplace. During the
year under report no complaints were filed with the Committee.

Detailed Reporting on Sexual Harassment Complaints

In compliance with the requirements of Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the following are the
particulars related to the Prevention of Sexual Harassment (POSH) at the workplace for the financial year 2024-25:

• Number of complaints received during the financial year: Nil

• Number of complaints disposed of during the financial year: Not Applicable

• Number of complaints pending for more than ninety days: Not Applicable

The Company has constituted an Internal Complaints Committee (ICC) in line with the provisions of the Sexual Har¬
assment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company reaffirms its com¬
mitment to providing a safe and respectful work environment for all its employees.

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Company hereby states that it has complied
with the provisions of the Maternity Benefit Act, 1961. The Company has implemented policies that provide for paid
maternity leave and other benefits as mandated under the Act. The provisions related to the mandatory establishment of
a creche facility are not applicable to the Company as it does not employ the requisite number of employees as speci¬
fied under the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

Company is into the business of Broadcasting of Television Channels. Since this business does not involve any manu¬
facturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable

However, the information, as applicable, is given hereunder:

Conservation of Energy:

Technology Absorption:

Foreign Exchange Earnings and Outgo:

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no trans¬
actions on these matters during the year under review:

> Details relating to deposits covered under Chapter V of the Act.

> No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and Company’s operations in future.

> No fraud has been reported by the Auditors to the Audit Committee or the Board.

> There has been no change in the nature of business of the Company.

> The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the
year along with their status as at the end of the financial year, as no such
proceedings initiated or pending.

> the details of difference between 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, as there was no instance of one¬
time settlement with any Bank or Financial Institution.

ACKNOWLEGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication &
commitment. They would also like to place on record their appreciation for the continued support and co-operation
received by your company during the year from all shareholders, clients, Banks, Government and regulatory
authorities and stock exchange.

For and on behalf of Board of Directors of
Sea TV Network Limited

Neeraj Jain Sonal Jain

Chairman & Managing Director Director

(DIN-00576497) (DIN-00509807)

Place: Agra

Date: September 05^th, 2025