As per the Clause 49(E) (i) of the Listing Agreement, it shall be obligatory for the Board of Directors of all the issuer company to lay down the code of conduct for all Board members including Committees of the Board and senior management of a company.

Where a member is in doubt as to how a particular situation should be dealt with from an moral standpoint, he/she may consult with the Chairman or Company Secretary of the Board.

This Code of Business Conduct and Ethics (Code) has been adopted by Sri Adhikari Brothers Television Network Limited to comply with applicable law and the rules and regulations of the Stock Exchanges on which the securities of the Company are listed.

This Code covers a wide range of business practices and procedures and serves as a guide to ethical decision-making. This Code does not cover every issue that may arise, but it sets out basic policies to guide directors, officers and employees of the Company and its affiliates. All directors, officers and employees must become familiar with this Code and conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behaviour.

The principal duty of the Board of Directors, along with management, is to ensure that the Company is well managed in the interests of its shareholders. The Board of Directors plays the central role in the Company's governance. It is the Company's decision-making authority on all matters except those reserved to shareholders or delegated to the management. The Board of Directors is not expected to assume an active role in the day-to-day management of the Company.

Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from the Company. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described herein.

Each director should seek to use due care in the performance of his/her duties, be loyal to the Company, act in good faith and in a manner such director reasonably believes to be not opposed to the best interests of the Company. A director should seek to also:

(a) make reasonable efforts to attend Board and committee meetings;
(b) dedicate time and attention to the Company; and
(c) seek to comply with all applicable laws, regulations, confidentiality obligations and corporate policies of the Company.

A corporate business opportunity is an opportunity (1) which is in the Company's line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A director or employee who learns of such a corporate business opportunity and who wishes to avail of it should first disclose such opportunity to the Company's Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in such opportunity, then, and only then, may the director or employee avail of it, provided that the director or employee has not wrongfully utilized the Company's resources in order to acquire such opportunity.

A "conflict of interest" occurs when the private interest of an employee, officer or director interferes in any way - or even appears to interfere - with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Each employee and director should avoid having his or her private interests interfere with (i) the interests of the Company or (ii) his or her ability to perform his or her duties and responsibilities objectively and effectively. Employees and directors should avoid receiving, or permitting members of their immediate family to receive, improper personal benefits from the Company, including loans from or guarantees of obligations by the Company. A director should make a full disclosure to the Board of any transaction or relationship that such a director reasonably expects could give rise to an actual conflict of interest with the Company and seek the Board's authorization to pursue such transactions or relationships.

Directors and members of their immediate families may not accept gifts from persons or firms who deal with the Company where the gift is being made in order to influence the director's actions as a member of the Board, or where acceptance of the gift could create the appearance of a conflict of interest.

In carrying out their duties and responsibilities, all employees and directors should endeavor to protect the Company's assets and proprietary information, and ensure that the same are being used by the Company and its employees only for legitimate business purposes of the Company. Any suspected incident of fraud, mismanagement of Company assets or theft should be immediately reported for investigation to the Chairman of the Board or such other person as designated in this regard.

Employees and directors should maintain the confidentiality of confidential information entrusted to them in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated or if such information is already in the public domain. Confidential information includes all non public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The Company's confidential information shall not be inappropriately disclosed or used for the personal gain or advantage of anyone other than the Company. These obligations apply while employed or serving as a director of the Company even after employment or the director's term with the Company ends.

In carrying out their duties and responsibilities, employees and directors should endeavor to deal fairly, and should promote fair dealing by the Company, its employees and agents, with customers, suppliers and competitors.

No employee or director should seek to take unfair advantage of anyone (including the Company) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

In carrying out their duties and responsibilities, directors and employees must comply with applicable laws, rules and regulations. In addition, if any director or employee becomes aware of any information that he or she believes constitutes evidence of a violation of any securities or other laws, rules or regulations applicable to the Company or the operation of its business, by the Company, any employee or director, then such employee or director should bring such information to the attention of the Chairman of the Board or such other person as designated in this regard.

The Company holds information and training sessions to promote compliance with applicable laws, rules and regulations, including insider trading laws and it is the responsibility of each director and employee to attend such training sessions.

Employees and directors should observe all applicable laws and regulations including the Company's policies and codes as applicable to them with respect to the purchase and sale of the Company's securities.

All non public information about the Company should be considered confidential information. To use non public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. A more detailed discussion of the insider trading laws can be found in the Company's Code of Conduct for prevention of Insider Trading.

It is the responsibility of each employee and director to become familiar with and understand these laws, regulations, policies and codes, and to seek further explanations and advice concerning their interpretation, if required.

Directors and employees should endeavor to promote ethical behaviour and to encourage employees to report evidence of illegal or unethical behaviour to appropriate Company personnel. It is the policy of the Company to not allow retaliation against any employee who makes a good faith report about a possible violation of this Code.

Suspected violations of this Code may be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. When in doubt of the best course of action in a particular situation, employees are encouraged to talk promptly to their supervisor, managers or the Head of Human Resources. Employees are expected to fully cooperate in internal investigations of misconduct.

A director charged with a violation of this Code should not participate in a vote of a Committee or the Board concerning his/her alleged violation, but may be present at a meeting of the Board or of a Committee convened for that purpose.

Special Reporting Obligations and Procedures Relating to Concerns Regarding Accounting or Auditing Practices

Employees should bring to the attention of the Audit Committee of the Company's Board of Directors any questions, concerns or complaints they may have regarding accounting, internal accounting controls or auditing matters. The Audit Committee will shortly notify the procedures for:

• The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters; and

• The confidential, anonymous submission by employees of concerns regarding what they may perceive as questionable accounting or auditing matters.

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Records and documents should always be retained or destroyed according to the Company's record retention policies.

The Company shall provide full, fair, accurate, timely, and understandable disclosure in all reports and documents that it files with, or submits to, any governmental agency or securities exchange, and in other public communications made by the registrant.

This Code sets forth guidelines for conduct of the employees, officers and directors of the Company. This Code is not an expressed or implied contract of employment and does not create any contractual rights of any kind between the Company and its employees. In addition, all employees should understand that the Code does not modify their employment relationship, whether at will or governed by contract. All references in this Code to employees shall include officers.

Any amendment to this Code must be approved by the Board of Directors and publicly disclosed as required by any applicable law or regulation.

Any waiver of this Code for the benefit of any employees, officer or director of the Company may be made only by the Company's Board of Directors and shall be disclosed promptly as required by applicable laws and regulations including the rules of any exchange on which the Company's securities are listed or traded.

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations there may be "grey areas" for which it may be difficult to know the right thing to do. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are some steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision making process. Remember that it is your supervisor's responsibility to help solve problems.

• Seek help from the Company's resources. In the rare case in which it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with the Head of human resources.

• Your report of violations of this Code is in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of violations of this Code or questionable accounting or auditing matters. "Good faith" does not mean that you have to be right - but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to our attention through one of the available channels.

• Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

The members of the Board and the senior management personnel shall affirm the compliance with the code on annual basis. The Annual Report of the Company shall carry a declaration to this effect signed by the CEO and COO of the company. Directors will annually sign a confirmation that they have read and will comply with this Code.

*Adopted by the Board of Directors

1: Terms of Appointment of Independent Director

2: Code of Conduct of Independent Directors