The Board of Directors (“Board”) is pleased to present the Sixth Annual Report and the Audited
Financial Statements of SAR Televenture Limited (“the Company”) for the financial year ended March
31, 2025.

A. STATE OF COMPANY’S AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY.

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013
(“Act”).

The highlights of standalone and consolidated financial results of the Company for the financial year
ended March 31, 2025, and March 31, 2024, are as under:

(Rs in Lakhs)

*Excluding Depreciation & Amortization and Finance Cost.

The Company has delivered a strong financial performance during FY 2024-25. On a standalone
basis, revenue from operations grew significantly by over 456% compared to the previous year,
reflecting improved business momentum. Profit after tax also registered a notable increase of more
than 444%, supported by higher operational efficiency and better cost management.

On a consolidated basis, revenue from operations increased by around 182% year-on-year, while
profit after tax grew nearly three times, demonstrating the strength of the Company’s subsidiaries and
overall business strategy. The improvement in profitability despite higher depreciation charges
reflects robust operating performance across the group.

B. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW

During the financial year under review, your Company has continued to strengthen its presence in the

telecom infrastructure and allied services sector. With the increasing demand for digital connectivity
across the country, SAR Televenture Limited has strategically focused on expanding its operational
footprint, enhancing service delivery capabilities, and consolidating its position in the industry.

On a Standalone basis, the Company recorded total income of Rs 3,563.43 Lakhs as against Rs 640.97
Lakhs in the previous year, reflecting significant growth owing to increased project execution, better
utilization of resources, and scaling of operations.

On a Consolidated basis, the Company along with its subsidiaries achieved total income of Rs
34,993.01 Lakhs as compared to Rs 12,411.71 Lakhs in the previous year. This growth is primarily
driven by (i) expansion in fibre-laying and related services, and (ii) Increase in contribution from
subsidiary companies.

The Company remains committed to pursuing sustainable growth, exploring new business
opportunities in the telecom and digital infrastructure sector, and creating long-term value for its
stakeholders. With strong industry fundamentals, supportive government policies (including Digital
India and 5G rollouts), and a robust project pipeline, the Company is well-positioned to achieve
further growth in the coming years.

Further, the Company was, interalia, set up with the objective to provide telecommunication solutions
to telecom network operators and holds IP-1 License from Department of Telecommunications. In
FY 24-25, the company further expanded into providing Fiber to the Home (FTTH) services. The
Company is ISO - 9001:2015, ISO 140001: 2015 and ISO 45001: 2018 certified Company.

The Company is registered as Infrastructure Provider Category-I (IP-I) with Department of
Telecommunication (DOT) which permits us to lease out build sites i.e. GBT/RTT/Pole sites and Out
Door Small Cell (ODSC) and establish and maintain assets such as Dark Fibers, Right of Way, Duct
Space and Tower for the purpose to grant on lease or rent or sale basis to the telecom service provider
companies.

We also provide support services such as project management for laying of the duct and optic fiber
cables, construction of basic transmission and telecom utilities, dark fiber leasing, optical fiber
network construction, maintenance of duct and optic fiber and optical fiber project turnkey services
to various, Telecom Network Operators & Broad Band Service Operators and ISPs.

C. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year ended March 31, 2025, as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) is presented in a separate section and forms an integral part of this Report.

D. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the
Financial Year under report to retain the profits, to meet the requirements of future growth.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the top 1000 listed entities based on market capitalization (as on March 31 of every
financial year) are required to formulate a Dividend Distribution Policy and disclose the same on their
website and provide a web-link in their Annual Report.

As the Company does not fall within the top 1000 listed entities based on market capitalization as on
March 31, 2025, the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to the Company.

E. TRANSFER TO RESERVES

During the financial year under review, the Company has not transferred any amount to the General
Reserve.

F. SUBSIDIARIES AND ASSOCIATES

As on March 31, 2025, the Company has two (2) direct subsidiaries, namely:

• SAR Televentures F.Z.E., United Arab Emirates; and

• Fusionnet Web Services Limited (formerly known as Fusionnet Web Services Private
Limited),

and one (1) step-down subsidiary, namely Parametrique Electronic Solutions Private Limited. The
Company does not have any associate companies or joint ventures.

During the year under review, the Company acquired 100% stake in Fusionnet Web Services Limited
(FWSL) vide Share Purchase and Subscription Agreement executed on August 07, 2024.
Accordingly, FWSL became a wholly owned subsidiary of the Company on August 07, 2024.

Subsequent to the financial year closure, FWSL ceased to be a wholly-owned subsidiary and became
a subsidiary of the Company with a _91% equity stake, pursuant to equity shares allotted to other
investors via preferential issues dated May 9, 2025, and July 19, 2025.. The said development has
been duly disclosed to the Stock Exchange(s) in compliance with the applicable regulatory
requirements.

In compliance with the provisions of the Companies Act, 2013 (“the Act”) read with the rules framed
thereunder, a statement containing the salient features of the financial statements of the Company’s
subsidiaries, in Form AOC-1, is annexed to the consolidated financial statements of the Company
which forms part of this Annual Report.

Further, in accordance with Section 136 of the Act and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
the audited standalone and consolidated financial statements of the Company, together with the
financial statements of its subsidiaries, are available on the Company’s website at:
https://www.sarteleventure.com

• Material Subsidiaries

As of March 31, 2025, your Company had 2 (Two) unlisted material subsidiary i.e., Fusionnet Web
Services Limited and SAR Televentures FZE. Your Company has formulated a policy for determining
material subsidiary. The policy is available on your Company’s website at:

https://www.sarteleventure.com

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at
the level of subsidiaries of your Company are covered in the Management Discussion and Analysis
Report, which forms part of this Integrated Annual Report.

G. RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee for approval as per the Related
Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on
the website of the Company and can be accessed through the link https: //sarteleventure.com/investor.
All related party transactions that were entered into during the financial year were on an arm’s length

basis and were in the ordinary course of business. The disclosure of transactions with the related parties
are provided in the notes to the Financial Statements, forming part of the Annual Report.

As required under the Act, particulars of contracts or arrangements with related parties in the prescribed
Form AOC-2, is provided as Annexure - I to this Boards’ Report.

H. AUDITORS

1) Statutory Auditors and Auditors’ Report

M/s Raheja & Co, Chartered Accountants (Firm Registration No. 022859N), Statutory Auditors of the
Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, has been appointed by the Shareholders of the
Company at their 5th Annual General Meeting held on September 03, 2024, as the Statutory Auditors
of the Company for a period of 5 consecutive years from the FY 2024-25 to FY 2028-29, so as to hold
office as such from the conclusion of the 5 ^th Annual General Meeting till the conclusion of the 10^th
Annual General Meeting.

The report of the Statutory Auditors on Financial Statements for the FY 2024-25 forms part of this
Annual Report which are self-explanatory and do not call for any further comment and the said report
does not contain any qualification, reservation, disclaimer or adverse remark and they have not
reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no
such details are required to be reported under Section 134(3)(ca) of the Act.

2) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the
Listing Regulations, M/s L. Gupta & Associates, Company Secretaries bearing Unique Identification
Number S2002DE050800 has been appointed by the Board of the Company to conduct the Secretarial
Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report for the FY ended 31st March 2025 is annexed to this Annual Report as
Annexure- II which is self- explanatory and does not contain any qualification, reservation,
disclaimer or adverse remark.

3) Internal Auditors

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of
Directors of the Company, in their meeting held on Monday, 23rd September 2024 had appointed
M/s Goyal Mittal & Associates LLP, FRN: N500053, Chartered Accountants, as the Internal
Auditors of the Company to conduct the Internal Audit for the FY 2024-25.

The Internal Audit Report for FY 2024-25 does not contain any qualification, reservation, disclaimer
or adverse remark or they have not reported any matter under Section 143(12) of the Act, therefore
no detail is required to be disclosed under Section 134(3) (ca) of the Act.

4) Cost Auditor

In terms of Section 148 of the Companies Act, 2013 read with rules made thereunder, cost audit is
not applicable to the company.

5) Reporting of Frauds by Auditors

During the financial year under review, the Statutory Auditors and the Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit

Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under
Section 134(3) (ca) of the Act.

I. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of loans, Guarantees and Investments covered under Section 186 of the Act and Schedule V of
the Listing Regulations are provided in the notes to financial statements.

Further, the Details of transactions of loans, guarantees and investments under the provisions of Section
186 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31st
March 2025 are as follows:

J. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section
73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.

K. EMPLOYEES

1) Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

a) Rahul Sahdev Managing Director

b) Pankaj Kumar Nagpal Whole-Time Director

c) Vikas Tandon Chief Financial Officer

d) Vandana Kaushik Company Secretary cum Compliance Officer

2) Employees’ Stock Option Scheme

During the period under review, no Employees’ Stock Option scheme exists in the Company.

3) Particulars of Employees and Related Disclosures

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other details as required under the Act and the above Rules,
are appended to this Report as Annexure III.

None of the directors received any remuneration or commission from Subsidiary Companies of your
Company during the financial year 2024-25.

The information required under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the
Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said
information, may write to the Company Secretary at the Registered Office of the Company and the said
information is open for inspection at the Registered Office of the Company.

The Board of Directors affirm that the remuneration paid to key managerial personnel of the Company
is as per the Nomination & Remuneration Policy of the Company.

L. BOARD AND COMMITTEES

1) Directors

The Directors and Key Managerial Personnel of the Company are summarized below:

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2024-25 and till the date of Boards’ Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declaration that each of them meets the criteria of independence as provided in Section 149(6) of the
Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The
Independent Directors have also confirmed that they have complied with Schedule IV of the Act and
Company’s Code of Conduct.

Further, in terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence.

All Directors have affirmed that they are not debarred from holding the office of a director by virtue of
any SEBI order or any other such Authority and are not disqualified u/s 164(2) of the Companies Act,
2013. Further, Independent Directors have successfully registered themselves in the Independent
Director’s data bank maintained by Indian Institute of Corporate Affairs.

The Company has taken the certificate from M/s L. Gupta & Associates, Company Secretaries, that
none of the directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any
such statutory authority. The Certificate is annexed to this Report as Annexure - IV.

Further, in the opinion of the Board, the Independent Directors fulfil the conditions specified in Listing
Regulations and they are independent of the management.

2) Board Evaluation

Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance, and the evaluation of
the working of its Committees and directors.

3) Remuneration Policy

The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed
through the link https://sarteleventure.com/investor.

4) Meetings of the Board of Directors/Committee
Board Meeting:

During FY 2024-25, the Board of Directors met 20 times and the details as to the dates of such meetings
and the attendance of various directors of the Company thereat are as follows:

Attendance of Directors at Board Meetings-

The intervening gap between two consecutive meetings was not more than one hundred and twenty
(120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

Audit Committee

As required under section 177 of the Companies Act, 2013 the Company has constituted an Audit
Committee comprising: -

The primary function of the Committee comprises of reporting on accounting policies and procedures,
periodical review of financial results and pointing out major discrepancies, if any, in the results,
examining the internal control systems and adequacy thereof.

Company Secretary acts as the Secretary of the Audit Committee.

The previous Annual General Meeting of the Company was held on 3^rd September 2024, and
the Chairman of the Audit Committee was present at the Annual General Meeting of the
Company. All recommendations of the Audit Committee were accepted by the Board.

The meetings of Audit Committee during the reporting period, were held on 20.05.2024, 07.08.2024,
23.09.2024, 11.11.2024 and 13.02.2025.

Nomination and Remuneration Committee (NRC Committee)

As required under section 178 of the Companies Act, 2013 the Company has constituted an NRC
Committee comprising as follows:

Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.

The meetings of NRC Committee during the reporting period, were held on 20.05.2024, 07.08.2024,
05.10.2024 and 14.12.2024.

The previous Annual General Meeting of the Company was held on 3^rd September 2024, and
the Chairman of the Nomination & Remuneration Committee was present at the Annual
General Meeting of the Company. All recommendations of the Nomination & Remuneration
Committee were accepted by the Board.

Stakeholders Relationship Committee (SRC Committee)

As required under section 178 of the Companies Act, 2013, the Company has constituted a Stakeholders
Relationship Committee comprising as follows:

Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.
The meeting of SRC Committee during the reporting period, was held on 20.05.2024.

General Meetings held during the financial year

5th Annual General Meeting of the company was held on 3rd September 2024

The previous Annual General Meeting of the Company was held on 3^rd September 2024, and
the Chairman of the Stakeholders Relationship Committee was present at the Annual General
Meeting of the Company. All recommendations of the Stakeholders Relationship Committee
were accepted by the Board.

Name, designation and address of Compliance Officer

Vandana Kaushik
Compliance Officer

Registered Office: B-16, First Floor, Sector -2 Noida -201301

T 91 8587050050

Email: info@sarteleventure.com

5) Familiarization Programme and Separate meeting of Independent Directors.

During the financial year ended March 31, 2025, a separate meeting of the Independent Directors of the
Company was held on 20th May 2024, without the attendance of Non-Independent Directors and the
Management team.

During their meeting held on 20th May 2024, the Independent Directors discussed the matters specified
in Schedule IV of the Act and Regulation 25 of the Listing Regulations.

The Familiarization programme for Independent Directors is available at
https://sarteleventure.comin/investor.

6) Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state and confirm:

(a) That in preparation of the annual financial statement for the year ended March 31, 2025, applicable
accounting standards had been followed along with proper explanation relating to material
departures if any;

(b) That such accounting policies have been selected and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as of March 31, 2025, and of the profit of the Company for the year ended on that
date;

(c) That proper and sufficient care has been taken in 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;

(d) That the annual accounts have been prepared on a going concern basis;

(e) Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by Group Management Team including audit of
internal financial control over financial reporting, the Board is of the opinion that proper internal
financial controls are in place and such internal financial controls are adequate and are operating
effectively; and

(f) That proper systems have been devised to ensure compliance with the provisions of all applicable
laws and such systems are adequate and are operating effectively.

1) Corporate Governance

The Company is committed towards robust corporate governance practices wherein compliance of
various laws in letter as well as in spirit is the utmost priority of the Management. The management of
your Company ensures and admits it as its inherent responsibility to disclose timely and accurate
information such that the ethical values and the legacy of wisdom would prove to be a benchmark for
the Good Corporate Governance at SAR Televenture Limited.

Since the Company has listed its specified securities on the SME Exchange, therefore by virtue of
Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable
to the Company. Hence, Corporate Governance does not form part of this Boards’ Report.

2) Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy and also established a mechanism for directors
and employees to report their concerns. The Board of Directors based on the recommendation of the
Audit Committee has amended the Whistle Blower Policy to inter alia, enable employees to report
incidents of leak or suspected leak of unpublished price sensitive information in line with the changes
made in the SEBI (Prohibition of Insider Trading) Regulations, 2015.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers,
dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal
or unethical behaviour, actual or suspected fraud or violation of the Company’s Codes of Conduct or
Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the
Company. During the year under review, no complaint pertaining to the Company was received under
the Whistle Blower Policy. The Vigil Mechanism/Whistle Blower Policy is available at
https://sarteleventure.com/investor.

3) Risk Management

The Company has a Risk Management process which provides an integrated approach for managing
the risks in various aspects of the business. The detailed framework is provided in the Management
Discussion and Analysis Report.

4) Internal Financial Controls and their adequacy

Your Company has in place adequate internal financial controls with reference to the financial
statements. The internal financial control system of the Company is supplemented with internal audits,
regular reviews by the management and checks by external auditors. The Audit Committee ensures
adequacy of the system. The Statutory Auditors of the Company also provide their opinion on the
internal financial control framework of the Company.

During the year under review, no material or serious observation has been highlighted for inefficiency
or inadequacy of such controls.

5) Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
has complied with provisions relating to the constitution of Internal Committee, (formerly, Internal

Complaints Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Internal Committee has been set up to redress the complaints received
regarding sexual harassment. All employees are covered under this policy.

The following is the summary of the complaints received and disposed off during the financial year
ended March 31, 2025:

a) No. of complaints filed during the financial year: Nil.

b) No. of complaints disposed off during the financial year: Nil.

c) Number of complaints pending as on end of the financial year: Nil

6) Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961

The Company confirms that it is fully aware of and remains committed to complying with the provisions
of the Maternity Benefit Act, 1961. Since, the Maternity Benefit Act, 1961 is not applicable on the
company as the company doesn’t meet the threshold limit of prescribed number of female employees.
However, the Company has appropriate systems and policies in place to ensure that all statutory benefits
under the Act, including paid maternity leave, continuity of salary and service during the leave period,
nursing breaks, and flexible return-to-work arrangements will be extended to eligible women employees
as and when applicable. The Company remains committed to fostering an inclusive and legally
compliant work environment.

As on the closure date of financial year, the number of employees of the Company as on March 31,
2025:

N. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Act, every company having net worth of rupees five hundred crore or more,
or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the
immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of
the Board consisting of three or more Directors, out of which at least one director shall be an
independent director.

Your Company does not fall any criteria mentioned under section 135 of the Act. Accordingly, the
provisions relating to Corporate Social Responsibility are not applicable to the Company for the
financial year under review.

O. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and
Foreign Exchange Earning and Outgo is annexed herewith as Annexure -V.

P. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORTING

Pursuant to Regulation 3 and Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CMD-
2/P/CIR/2021/562 dated May 10, 2021 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-
2/P/CIR/2023/122 dated July 12, 2023, the top 1,000 listed entities based on market capitalization are

required to submit a Business Responsibility and Sustainability Report (“BRSR”) as part of their Annual
Report, covering environmental, social and governance (ESG) disclosures in the prescribed format.

Since the Company does not fall within the top 1,000 listed entities based on market capitalization as
on March 31, 2025, the requirement to submit BRSR is not applicable to the Company for the financial
year under review.

Q. OTHER DISCLOSURES

1. Authorised Share Capital

During the year under review, pursuant to approval accorded by the members of the Company in the
05th Annual General Meeting on September 03, 2024 has increased its existing Authorized Share
Capital of the Company from INR 10,00,00,000/- (Indian Rupees Ten Crore Only) divided into

5.00. 00.000 (Five Crore) Equity Shares of face value of INR 2/- (Indian Rupees Two Only) each to INR

25.00. 00.000/- (Indian Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore Fifty
Lakh) Equity Shares of face value of INR 2/- (Indian Rupees Two Only) each aggregating to INR

25.00. 00.000/- (Indian Rupees Twenty Five Crore Only) by creation of 7,50,00,000 (Seven Crore Fifty
Lakh) Equity Shares of face value of INR 2/- (Indian Rupees Two Only) each ranking pari passu in all
respect with the existing Equity Shares of the Company.

2. Paid Up Share Capital

The issued and paid-up capital of the Company is INR 3,00,00,000 (Indian Rupees Three Crores)
divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of face value of INR 02/- (Rupee Two
Only) each as on March 31, 2025.

During the financial year 2024-25, the paid-up share capital of the Company was further increased
under review, in the following manner:

A. Composite Issue of Equity Shares

Your Company came out with Composite Issue (Further Public Offer cum Rights Issue) of its equity
shares comprising of a further public offer of 71,42,500 equity shares of INR 2 each, aggregating up to
INR 15,000 lakhs (“Further Public Offer”) and rights issue of 1,50,00,000 equity shares of INR 2 each,
aggregating up to INR 30,000 lakhs (“Rights Issue”), which was fully subscribed. The FPO was open
for subscription from July 22, 2024 to July 24, 2024 and Right Issue was open for subscription from
July 15, 2024 to July 22, 2024.

B. Preferential Allotment of 99,65,000 Equity Shares

Pursuant to shareholder approval obtained at the Annual General Meeting held on September 3, 2024,
and in-principle approval received from NSE Limited vide letter no. NSE/LIST/43283 dated October
30, 2024, the Board of Directors, in its meeting held on November 12, 2024, approved the allotment of
99,65,000 Equity Shares on Preferential basis.

As on March 31, 2025, the paid-up capital of the Company was Rs. 9,42,15,000 /-This comprises
4,71,07,500 equity shares of Re. 02/- each fully paid-up.

C. Statutory Disclosures

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Act.
The Directors of the Company have made necessary disclosures as required under various provisions
of the Act and the Listing Regulations.

3. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company’s website at https://sarteleventure.com/investor.

4. Compliance of Secretarial Standards

During the financial year under review, the Company has complied with applicable Secretarial
Standards on Board and General Meetings specified by the Institute of Company Secretaries of India
pursuant to Section 118 of the Act.

5. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year to which the financial statements relate and
the date of this Report.

6. Significant and material orders

During the Financial Year 2024-25, there was no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and the Company’s operations in future.
Further, no penalties have been levied by the SEBI or any other regulator during the year under review

7. Listing

Equity Shares of your Company are listed on NSE Emerge Platform. The Company has paid required
listing fees to Stock Exchanges.

8. Maintenance of Cost Records

The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 read
with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company,
as the business activity of the Company are not covered under the said Rules.

9. Details of investors grievances/complaints

One investor complaint was received during the financial year 2024-25. There were no
pending complaints from the Shareholders/Investors registered with SEBI at the end of the
current financial year ended on 31st March 2025.

10. Disclosures with respect to demat suspense account/ unclaimed suspense account

a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year- Nil

b) number of shareholders who approached listed entity for transfer of shares from suspense account
during the year- Nil

c) number of shareholders to whom shares were transferred from suspense account during the year-
Nil

d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
end of the year- Nil

e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares
claims the shares-Nil

11. Any proceedings under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the Company.

12. There were no instances where your Company required the valuation for one time settlement or
while taking the loan from the Banks or Financial institutions.

13. No agreement entered into by the shareholders, promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the Company or of its holding, subsidiary or
associate company, among themselves or with the Company or with a third party, solely or jointly,
which, either directly or indirectly or potentially or whose purpose and effect is to, impact the
management or control of the Company or impose any restriction or create any liability upon the
Company, including disclosure of any rescission, amendment or alteration of such agreements
thereto, whether or not the Company is a party to such agreements.

R. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH
REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015

The Company has fully utilized the net proceeds of the issue for the objects stated in the Offer
Document. Accordingly, there are no deviation(s) or variation(s) in utilization of proceeds and the
requirement of submission under Regulation 32 is not applicable.

S. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”).

During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend
Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the
said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

T. ACKNOWLEDGEMENTS AND APPRECIATION

The Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Company’s Bankers, Regulatory Bodies and Stakeholders including other business
associates who have extended their valuable sustained support and encouragement during the year under
review.

The Directors also wish to place on record their deep sense of gratitude and appreciation for the
commitment displayed by executives, officers and staff at all levels of the Company, resulting in the
successful performance of the Company during the year under review. We look forward to your
continued support in the future.

For and on behalf of the Board of Directors of
SAR Televenture Limited

Sd/ Sd/-

Rahul Sahdev Pankaj Kumar Nagpal

Managing Director Whole Time Director

DIN: 00175840 DIN: 08469672

Date: 21st August, 2025 Date: 21st August, 2025

Place: Noida Place: Noida

DECLARATION BY THE MANAGING DIRECTOR ON CODE OF CONDUCT AS
REQUIRED BY SCHEDULE V OF SECURITIES AND EXCHANGE BOARD OF
INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015

I, Rahul Sahdev, Chairman & Managing Director of the Company hereby declare that all the
Board Members and Senior Management Personnel have affirmed compliance with Code of
Conduct, as applicable to them, in respect of FY 2024-25.

For and on behalf of the Board of Directors of
SAR Televenture Limited

Sd

RahulSahdev

Managing Director
DIN:00175840

Date: 21^st August, 2025
Place: Noida

1

Mr. Pankaj Kumar Nagpal appointed as Additional Director (Executive director) of the
Company w.e.f. 07th August 2024 and Regularized as Whole Time Director w.e.f. 03rd
September, 2024.

2

Mr. Vikas Tandon appointed as Additional Director (Non-Executive director) cum CFO
w.e.f. 07th August 2024 and Regularized as Whole Time Director w.e.f. 03rd September,
2024.

3

Mr. Pulkit Rastogi resigned as Whole-time Director of the Company w.e.f. 13th November
2024.

4

Ms. Kavya Jha resigned as Non-Executive Director of the Company w.e.f. 14th December
2024

5

Mr. Abhishek Jain resigned as Company Secretary and Compliance Officer of the Company
w.e.f. 05^th October, 2024

6

Ms. Vandana Kaushik appointed as Company Secretary and Compliance Officer of the
Company w.e.f. 05th October, 2024.