Your Board of Directors has the pleasure of presenting the 82^nd Annual Report of The Sandesh Limited ("the Company" or
"Sandesh") including the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended March
31, 2025. The Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:

The Company's financial performance, on a Standalone and Consolidated basis, for the FY ended March 31, 2025, is
summarized below:

2. Review of Operations and the state of the Company's

affairs:

a. Standalone Performance:

During the year under review, on a Standalone basis,
the revenue from operations was ? 29,234.32 Lakhs
as compared to ? 32,018.84 Lakhs in the previous
FY; whereas the profit before tax was ? 9,899.27
Lakhs as compared to ? 24,087.82 Lakhs during the
previous FY. The Company's profit after tax for the
year under review was ? 7,745.66 Lakhs as compared
to ? 18,869.19 Lakhs in the previous FY.

b. Consolidated Performance:

During the year under review, on a Consolidated
basis, the revenue from operations was ? 29,418.38
Lakhs as compared to ? 32,208.83 Lakhs in the
previous FY; whereas the profit before tax was ?
9,868.73 Lakhs as compared to ? 24,078.49 Lakhs
in the previous FY. The Company's profit after tax
for the year under review was ? 7,712.15 Lakhs as
compared to ? 18,858.57 Lakhs in the previous FY.

The Audited Standalone and Consolidated
Financial Statements for the FY ended 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) 2015 ("Listing Regulations") and
the applicable provisions of the Companies Act,
2013 (" the Act").

3. Material changes affecting the financial position of
the Company:

There have been no material changes and commitments
affecting the financial position of the Company that
occurred between the end of the FY of the Company
to which the Financial Statements relate and the date
of this Report. For detailed analysis, kindly refer to
the Management Discussion and Analysis Report, as
stipulated under the Listing Regulations, as amended
from time to time, forming part of the Annual Report.
Further, there have been no material events during the
FY that require disclosure in this report.

4. Dividend:

The Directors, in their meeting held on February 13,
2025, declared an interim dividend at the rate of 25%, i.e.,
? 2.50 per Equity Share of Face Value of ? 10/- each,
during FY 2024-25. The interim dividend payment had
an outflow of ? 189.24 Lakhs. Further, the Board has also
recommended a Final Dividend at the rate of 25%, i.e.,
? 2.50 per Equity Share of Face Value of ? 10/- each, during
FY 2024-25 to the members of the Company for approval
at the ensuing AGM. The final dividend payment had an
outflow of ? 189.24 Lakhs. The interim dividend and the
final dividend declared were by the Dividend Distribution
Policy of the Company. The Dividend Distribution Policy
of the Company, in terms of Regulation 43A of the Listing
Regulations, is available on the website of the Company
and can be accessed at https://epapercdn.sandesh.com/
investors/ii.%20Dividend%20Distribution%20Policy.pdf.
There has been no change in the policy during the year
under review. The Final Dividend, if approved by the
Members, shall be paid on or before October 10, 2025,
to the Members whose names appear in the Register of
Members as on Friday, August 22, 2025, being the record
date fixed for this purpose.

The total Dividend for the financial year, including the
proposed Final Dividend to equity shareholders, amounts
to ' 5.00 per equity share. Your Company complies
with the Dividend Distribution Policy as approved by
the Board. The Members are requested to note that,
pursuant to the provisions of the Income Tax Act, 1961,
as amended by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands
of the Members. Your Company shall therefore deduct
tax at source ("TDS") (at the applicable rates) at the time
of payment of the Dividend. For further details related to
TDS on Dividend, please refer to Note No. 21 of the Notice
of the 82^nd AGM.

5. Consolidated Financial Statement

In accordance with the provisions of the Act and the
Listing Regulations read with Ind AS 110 - Consolidated
Financial Statements, the consolidated audited financial
statement forms part of this Annual Report.

6. Transfer to Reserves:

The Board of Directors of the Company does not propose
to transfer any amount to the Reserves for the year
under review.

7. Change in the nature of the business:

During FY 2024-25, there was no change in the nature of
the business of the Company.

8. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Act,
the Board of Directors, to the best of their knowledge and
belief and according to the information and explanations
received from the Company, confirm that:

a) In the preparation of the annual accounts for
the FY 2024-25, the applicable Ind-AS have been
followed to the extent applicable to the Company,
and there are no material departures;

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 FY and of the profit
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 the
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
operating effectively; and

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

9. Board Meetings, Board of Directors, Key Managerial
Personnel & Committees of Board of Directors:

As on March 31,2025, the Company has eight (8) Directors
with an optimum combination of Executive and Non¬
Executive Directors, including two women directors. The
Board comprises five (5) Non-Executive Directors, out of
which four (4) Directors are Independent Directors. The
detailed composition of the Board of Directors of the

Company is given in the Corporate Governance Report,
which forms part of this 82^nd Annual Report.

A. Board Meetings:

The Board of Directors of the Company met four
(4) times during FY 2024-25. The particulars of the
Board Meetings held, and the attendance of each
Director are detailed in the relevant section of the
Corporate Governance Report, which forms part of
this 82^nd Annual Report. A necessary quorum was
present for all the meetings. The maximum interval
between any two meetings did not exceed one
hundred and twenty days.

B. Change in Directors, and Key Managerial
Personnel ("KMP"):

i. Appointment, Cessation, and Change in
Designation of the Directors:

Pursuant to provisions of Section 152(6) of
the Act and the Articles of Association of
the Company, Smt. Pannaben F. Patel (DIN:
00050222), retires by rotation and being
eligible, offers herself for re-appointment at
the 82^nd Annual General Meeting ("AGM") of
the Company. The Board of Directors, based on
the recommendation of the Nomination and
Remuneration Committee, has recommended
her re-appointment. A resolution seeking
approval from the Members for the re¬
appointment of Smt. Pannaben F. Patel forms
part of the Notice of the 82^nd AGM. Pursuant
to the provisions of Regulation 36(3) of
the Listing Regulations and the applicable
Secretarial Standards on the General Meetings,
the requisite details of Smt. Pannaben F. Patel
are furnished in the Notice convening the
82^nd AGM.

The Board, at its meeting held on August 05,
2025, based on the recommendations of the
Nomination and Remuneration Committee,

approved the continuation of the directorship
of Shri Falgunbhai C. Patel (DIN: 00050174) as a
managing director, pursuant to the provisions
of section 196(3) of the Act, as Shri Falgunbhai

C. Patel will attain the age of 70 (seventy)
years in the year 2026, subject to approval
of Members at the 82^nd AGM. A resolution
seeking approval from the Members for the
continuation of employment of Shri Falgunbhai
C. Patel as managing director, as aforesaid,
forms part of the Notice of the 82^nd AGM.
Pursuant to the provisions of Regulation 36(3)
of the Listing Regulations and the applicable
Secretarial Standards on the General Meetings,
the requisite details of Shri Falgunbhai C. Patel
are furnished in the Notice convening the
82^nd AGM.

The appointment of Shri Bijal Hemant
Chhatrapati (DIN: 02249401), Shri Keyur
Dhanvantlal Gandhi (DIN: 02448144), and Shri
Sudhin Bhagwandas Choksey (DIN: 00036085)
as Non-executive Independent Directors of the
Company for first term of five (5) consecutive
years with effect from April 01, 2024 till March
31, 2029 were confirmed through Postal Ballot
on March 22, 2024.

Shri Sanjay Kumar Tandon (DIN: 00055918)
has resigned as Whole-time Director of the
Company from the close of February 13, 2025.
However, he continues to hold the office of
Chief Financial Officer of the Company.

Shri Rahoul Rajivkumar Shah (DIN: 00054684)
has been appointed as Whole-time Director
of the Company, with effect from February 13,
2025 to hold the office for the period of five (5)
consecutive financial years, by passing Special
Resolution through the postal ballot on March
21,2025.

Composition of the Board of Directors of the Company as on March 31,2025, is as below:

ii. Appointment and Cessation of the Key Managerial Personnel:

Shri Hardik Patel, Company Secretary and Compliance Officer of the Company, resigned from the closing of
business hours of May 21, 2025. The Board placed on record its sincere appreciation for the contribution made by
Shri Hardik Patel during his tenure with the Company. The Board at its meeting held on August 05, 2025, based on
the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Hardik
Joshi (ACS: A58557) as the company secretary and compliance officer of the Company with effect from August 05,
2025. Except as mentioned above, there are no other changes in the KMPs. Pursuant to the provisions of Section
203 of the Act, the KMPs of the Company as on March 31, 2025, are as under:

*Ceased from the closing of business hours of May 21, 2025.

#Appointed with effect from August 05, 2025

C. Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide the definition of an
Independent Director. The following are the details of the Independent Directors of the Company:

* Appointed as an Independent Director of the Company with effect from April 01, 2024.

D. Declarations from Independent Directors:

The Independent Directors are Non-Executive
Directors as defined under Regulation 16(1)(b)
of the Listing Regulations and Section 149(6)
of the Act. The Company has received requisite
declarations from all the Independent Directors
of the Company confirming that they meet
the criteria of independence prescribed under
Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16(1)(b) of
the Listing Regulations. As per Regulation 25(8) of
the Listing Regulations, the Independent Directors
have also confirmed that they are not aware of
any circumstance or situation that exists 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. In the opinion of the Board,
all the Independent Directors satisfy the criteria

of independence as defined under the Act, rules
framed thereunder, and the Listing Regulations,
and that they are independent of the Management
of the Company. The Board has taken on record
the declarations and confirmations submitted by
the Independent Directors after undertaking due
assessment of the veracity of the same. In the opinion
of the Board, all Independent Directors possess the
requisite qualifications, experience, expertise, and
proficiency, and hold high standards of integrity
for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014. In terms of the requirements
under the Listing Regulations, the Board has
identified a list of skills, expertise, and competencies
of the Board, including the Independent Directors,
details of which are provided as part of the Corporate
Governance Report. As required under Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the Independent Directors
have registered themselves with the Independent
Directors Databank and hold valid registration.

E. Familiarization Program for Independent
Directors:

In compliance with the requirements of the Listing
Regulations, the Independent Directors have been
familiarized with the Company by the Executive
Directors and the Functional Heads of various
Departments of the Company, which include
roles, rights & responsibilities, and also strategies,
operations, and functions of the Company. In
accordance with Regulation 46 of the Listing
Regulations, the details of the familiarization
programs extended to the Independent Directors
are also disclosed on the Company's website from
time to time at: https://epapercdn.sandesh.com/
investors/Details%20of%20familiarization%20
programmes.pdf

F. Disqualification of the Directors:

None of the Directors on the Board of the
Company has been debarred or disqualified from
being appointed or continuing as a Director of
the Company by the Securities and Exchange
Board of India, the Ministry of Corporate Affairs,
or any other statutory authority. Pursuant to the
provisions of Listing Regulations, the Company
has received a certificate to that effect, issued by
M/s. Jignesh A. Maniar & Associates, Practicing
Company Secretaries, and the same forms the part
of Corporate Governance Report.

G. Details of remuneration to directors:

The information relating to remuneration and other
details as required under the provisions of Section
197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith this
Report and marked as Annexure A.

H. Committees of the Board:

The Company has constituted the following
Committees of the Board of Directors of
the Company:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Executive Committee.

The Corporate Governance Report contains
composition, roles and responsibilities, and other
relevant details of each of the above Committees.

During the year under review, all the
recommendations of the Committees of the Board
of Directors of the Company were accepted by
the Board.

The policy and criteria for the board evaluation are
approved by the Nomination and Remuneration
Committee. The evaluation process is conducted
through structured questionnaires, which cover
various aspects of the Board's functioning. The
Committees of the Board were evaluated on several
criteria. These included whether the Committee had
the right number and type of members, whether
it followed its charter, whether all members
contributed actively, and how well the Committee
performed overall. Directors were evaluated
based on their preparation and participation in
meetings. Their quality of input, ability to manage
relationships within the Board, and understanding of
corporate governance were also considered. Other
criteria included knowledge of financial reporting,
awareness of industry and market conditions, and
use of independent judgment. The Board was
evaluated on how well it handled information, how
its members worked together, and the balance in its
composition. The focus on important issues, efforts
to build capacity, prepare for the future, and ensure
strong governance were also reviewed. A meeting
of the Independent Directors is held, wherein they
evaluate the performance of the Non-Independent
Directors, including the managing director and
the Chairman of the Board. They also evaluate the
performance of the entire Board. The Board then
discusses these findings with the Independent
Directors. They also evaluate the performance of
each Director, including the managing directors,
the Board as a whole, and all Committees. Based on
this process, individual feedback is shared with each
Director. The Directors express their satisfaction
with the evaluation process and results.

K. Pecuniary relationships or transactions of Non¬
executive Directors with the Company:

There is no pecuniary or business relationship
between the Non-Executive/Independent Directors
and the Company, except for the sitting fees for
attending meetings of the Board/Committees
thereof. None of the Non-executive Directors of
the Company had any pecuniary relationships or
transactions with the Company during the FY 2024¬
25, which may have potential conflict with the
interests of the Company at large.

10. Subsidiary Companies, joint ventures, and associate
companies:

The Company has one unlisted wholly owned subsidiary,
i.e., Sandesh Digital Private Limited, as on March 31,2025.
There are no joint ventures or associate companies within
the meaning of Section 2(6) of the Act.

There has been no material change in the nature of
the business of the Subsidiary Company and further,
pursuant to the provisions of Section 129(3) of the Act,

read with applicable rules made thereunder, a statement
containing salient features of the Financial Statements of
the Company's Subsidiary in Form AOC-1 is attached to
the Consolidated Financial Statements of the Company
which forms a part of this 82^nd Annual Report, which may
be read in tandem therewith.

Further, pursuant to the provisions of Section 136 of the
Act, the Financial Statements of the Company, including
Consolidated Financial Statements, along with relevant
documents and separate audited Financial Statements
in respect of the Subsidiary Company, are available on
the website of the Company. All these documents will
be made available for inspection, electronically up to
the date of the ensuing AGM, upon receipt of a request
from any Member of the Company interested in obtaining
the same.

The Company has prepared Consolidated Financial
Statements of the Company and its subsidiary, viz.
Sandesh Digital Private Limited, in the form and manner
as that of its own, duly audited by its statutory auditors
in compliance with the applicable Ind-AS and the Listing
Regulations. The Consolidated Financial Statements for
the FY 2024-25 forms part of this 82^nd Annual Report
and said Financial Statements of the subsidiary shall be
laid before the Members of the Company at the ensuing
Annual General Meeting while laying its Financial
Statements under Section 129(2) of the Act.

The audited financial statement, including the
consolidated financial statement of the Company and
all other documents required to be attached thereto, is
available on the Company's website and can be accessed
at https://sandesh.com/investor-relations. The financial
statements of the subsidiary of the Company are available
on the Company's website and can be accessed at https://
sandesh.com/investor-relations.

The Company has formulated a policy for determining
Material Subsidiaries. However, the Company does
not have any material subsidiaries in the immediately
preceding Financial Year. The Policy is available on the
website of the Company and can be accessed at https://
epapercdn.sandesh.com/investors/ix.%20Policy%20
for%20determining%20Material%20Subsidiary.pdf. The
performance and business highlights of the Subsidiary
Company of the Company during the FY 2024-25 are as
mentioned hereunder:

Sandesh Digital Private Limited:

Sandesh Digital Private Limited ("SDPL"), a wholly owned
subsidiary company of the Company, is engaged in the
business of aggregating and providing news, videos,
and advertisements on multiple digital platforms. During
the FY 2024-25, SDPL has recorded revenue from the
operation of ? 205.07 Lakhs as compared to ? 211.10 Lakhs
in the previous Financial Year; whereas total loss before
tax was ? 30.54 Lakhs as compared to ? 9.33 Lakhs in the
previous Financial Year. Further, SDPL recorded a total loss

after tax of ? 33.51 Lakhs as compared to ? 10.62 Lakhs in
the previous Financial Year.

11. Corporate Governance:

A separate Report on Corporate Governance, along with
a certificate confirming compliance with the conditions of
Corporate Governance, issued by M/s. Jignesh A. Maniar
& Associates, Practicing Company Secretaries, forms part
of this 82^nd Annual Report.

12. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance
with the provisions of the Act and rules made thereunder,
and also in compliance with the provisions of the Listing
Regulations. The details pertaining to the composition
of the Audit Committee are provided in the Corporate
Governance Report. During FY 2024-25. It carries out the
roles and duties as required under the Act, the Listing
Regulations, and other matters given by the Board from
time to time. During the year, the Board accepted all
the recommendations made by the Audit Committee.
There were no cases where the Board did not accept
its recommendations.

13. Auditors and Audit Reports:

a) Statutory Auditors:

The Shareholders of the Company at the 80^th
Annual General Meeting of the Company approved
the appointment of M/s. Manubhai & Shah LLP,
(Firm Registration No. 106041W/W100136, LLPIN:
AAG-0878), Chartered Accountants, Ahmedabad,
as Statutory Auditors of the Company, to hold the
office for a period of five (05) consecutive financial
years till the conclusion of the 85^th AGM.

The Statutory Auditors are not disqualified from
continuing as Statutory Auditors of the Company
and hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants
of India.

b) Auditors' Report:

The Auditors' Reports given by M/s. Manubhai
& Shah LLP on the Standalone and Consolidated
Financial Statements of the Company for the
FY 2024-25 form part of this 82^nd Annual Report. The
notes of the Financial Statements referred to in the
Auditors' Reports are self-explanatory and do not
call for any further comments. The Auditors' Reports
for the FY 2024-25 does not contain any qualification,
reservation, disclaimer, or adverse remarks. During
FY 2024-25, the Auditors did not report any matter
under Section 143(12) of the Act; accordingly, no
detail is required to be disclosed under Section
134(3)(ca) of the Act. Further, the Auditors of the
Company have not reported any incident of fraud
to the Audit Committee of the Company in FY 2024¬
25. The Audit Committee periodically reviews the
independence of Auditors, reviews of non-audit

services, internal checks and balances to mitigate
conflict of interest, etc. The Directors have reviewed
the Auditor's Report.

c) Internal Auditors:

The Company has appointed M/s. K. C. Mehta &
Co. LLP, Chartered Accountants (LLPIN: ABB-3171,
Firm Registration Number: 106237W/W100829),
as the Internal Auditors of the Company, to hold
the office of Internal Auditors till March 31, 2026.
The Audit Committee has approved the terms of
reference and also the scope of work of the Internal
Auditors. The scope of work of the Internal Auditors
includes monitoring and evaluating the efficiency
and adequacy of the internal control systems.
Internal Auditors present their audit observations
and recommendations along with the action plan
of corrective actions to the Audit Committee of
the Board.

d) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the
provisions of Section 204 of the Act, read with rules
made thereunder, and the Secretarial Compliance
Report pursuant to the provisions of Regulation 24A
of the Listing Regulations for the FY 2024-25, issued
by M/s. Jignesh A. Maniar & Associates, Practicing
Company Secretaries, Ahmedabad, are annexed
herewith this Report and marked as Annexure B
and Annexure C, respectively, and form an integral
part of this Report.

Secretarial Audit Report in Form MR-3, and
Secretarial Compliance Report noted that during the
FY 2024-25, the Company has received a notice for
imposition of fine of ' 10,000/- plus GST from each
of the Stock Exchanges, i.e. BSE Limited ("BSE"), and
National Stock Exchange of India Limited ("NSE")
for causing a delay in furnishing prior intimation
about the meeting of the Board held on November
12, 2024. The management submits its response
that the technical issues resulted in an inadvertent
delay of approximately two hours in submitting the
prior intimation, and the said delay was outside of
the stock exchanges' trading hours, and accordingly,
the Company has applied for waiver of the fine to
both the stock exchanges, and such application for
a waiver is pending. Further, the Company has taken
positive steps by strengthening its existing system
to ensure timely compliance.

In terms of Regulation 24A(2) of the Listing
Regulations, the Company has submitted the
Secretarial Compliance Report in the specified form
to the Stock Exchanges within sixty days from the
end of the financial year 2024-25.

Except as mentioned above, the Secretarial Audit
Report in Form MR-3 and Secretarial Compliance

Report for the FY 2024-25 do not contain any
qualification, reservation, disclaimer, or adverse
remarks. During FY 2024-25, the Secretarial Auditors
did not report 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.

e) Secretarial Auditor:

Pursuant to the amended provisions of Regulation
24A of the SEBI Listing Regulations read with Section
204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board at its meeting held on May 29, 2025, based
on the recommendation of the Audit Committee
and subject to approval of the Members at the 82^nd
AGM, approved the appointment of M/s. M. C. Gupta
& Co., a peer-reviewed firm of Company Secretaries
(Firm Registration Number S1986GJ003400) as
the Secretarial Auditor of the Company for a term
of 5 (five) consecutive years commencing from
the conclusion of ensuing 82^nd AGM up to the
conclusion of 87^th AGM of the Company to be held
in the year 2030, for the audit period from FY 2025¬
26 and till FY 2029-30. The aforesaid appointment
has been recommended based on the evaluation
of various factors such as M/s. M. C. Gupta & Co.'s
independence, industry experience, skills, expertise,
and quality of audit, and based on the fulfillment of
the eligibility criteria and qualifications prescribed
under the Act and Listing Regulations. The Company
has received the requisite consent and certificate of
eligibility from M/s. M. C. Gupta & Co. confirms that
it is not disqualified from being appointed as the
Secretarial Auditor of the Company, and it satisfies
the prescribed eligibility criteria. Accordingly, the
matter relating to the appointment of M/s. M. C.
Gupta & Co. as Secretarial Auditor, along with the
brief profile and other requisite information, forms
part of the Notice of the 82^nd AGM.

14. Cost Records:

The Company is not required to comply with the
requirements of maintaining the cost records specified
by the Central Government under provisions of Section
148(1) of the Act; therefore, no such records are made or
maintained by the Company. Accordingly, the provisions
pertaining to the audit of the cost records are also not
applicable during the FY 2024-25.

15. Human resource initiatives and industrial relations:

The Company regards its employees as its most valuable
assets, recognizing that without capable personnel, even
the best business plans and ideas may falter. In today's
dynamic and ever-evolving business environment, it
is human capital, rather than fixed or tangible assets,
that sets organizations apart from their competitors.
Enhancing employee efficiency and performance has
always been the Company's foremost priority. Moreover,

the Company strives to align its human resource
practices with its business objectives. The performance
management system adopts a comprehensive approach
to managing performance, extending beyond mere
appraisals. As of March 31, 2025, the Company had 442
employees on its payroll.

16. Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo:

The details required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014, pertaining to energy conservation, technology
absorption, and foreign exchange earnings and outgo,
are annexed herewith this Report and marked as
Annexure D, which is an integral part of this Report.

17. Management Discussion and Analysis Report &
Cautionary Statement:

A detailed chapter on 'Management Discussion and
Analysis' pursuant to Regulation 34 of the Listing
Regulations forms part of this 82^nd Annual Report. The
statements in this 82^nd Annual Report, especially those
with respect to Management Discussion and Analysis,
describing the objectives of the Company, expectations,
estimates, and projections, may constitute forward¬
looking statements within the meaning of applicable
law. Actual results might differ, though the expectations,
estimates, and projections are based on reasonable
assumptions. The details and information used in the
said Report have been taken from publicly available
sources. Any discrepancies in the details or information
are incidental and unintentional. Readers are cautioned
not to place undue reliance on these forward-looking
statements that speak only as of the date. The discussion
and analysis as provided in the said Report should be read
in conjunction with the Company's Financial Statements
included herein and the notes thereto.

18. Corporate Social Responsibility (CSR):

The Company has constituted a Corporate Social
Responsibility Committee pursuant to the applicable
provisions of the Act. The Committee is constituted to
manage and oversee the Corporate Social Responsibility
programs and projects of the Company. The Corporate
Social Responsibility Policy, as approved and amended
from time to time by the Board, is available on the
website of the Company and can be accessed at: https://
epapercdn.sandesh.com/investors/xiii.%20CSR%20
Policy.pdf. The Annual Report on Corporate Social
Responsibility activities is annexed herewith this Report
and marked as Annexure E and forms an integral part of
this Report. The detailed terms of reference of the CSR
Committee, attendance at its meetings, and other details
have been provided in the Corporate Governance Report.
Further, the Chief Financial Officer of the Company has
certified that CSR spends of the Company for FY 2024¬
25 have been utilized for the purpose and in the manner
approved by the Board of the Company.

19. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, and the amendments thereof, the Company has
formulated and amended from time to time, a "Code
of Conduct for Prevention of Insider Trading" and
"Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information" for regulating,
monitoring, and reporting of trading in shares of the
Company by the Promoters, Designated Persons, Key
Managerial Personnel, Directors, Employees, Connected
Persons, and Insiders of the Company. The said codes
are in accordance with the said Regulations and are also
available on the website of the Company. The Company
has also adopted the Policy for the determination of
Legitimate Purposes as a part of "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information" and "Policy for inquiry in case of
leak or suspected leak of Unpublished Price Sensitive
Information".

20. Borrowing & credit rating:

The Company has taken a borrowing limit only against
its Fixed Deposits with the Bank for better working of
capital management, though the Company rarely utilizes
such limit. Further, there is no requirement to obtain a
credit rating for sanctioned borrowing limit against Fixed
Deposits pending with the bank.

21. Insurance:

All the significant properties and insurable interests of the
Company, including buildings, plant and machinery, and
stocks, are insured.

22. Risk Management:

Pursuant to Regulation 21 of the Listing Regulations,
the Company has constituted the Risk Management
Committee to frame, implement, and monitor the risk
management plan of the Company. The composition of the
Committee is more particularly described in the Corporate
Governance Report, which forms a part of this 82^nd Annual
Report. The Board of Directors of the Company has framed
and adopted a Risk Management Policy of the Company.
The Risk Management Policy of the Company is uploaded
on the website of the Company and can be accessed at
https://epapercdn.sandesh.com/investors/i.%20Risk%20
Management%20Policy.pdf. The Company has identified
various risks and also has mitigation plans for each risk
identified, and it has a comprehensive Risk Management
system which ensures that all risks are timely defined
and mitigated in accordance with the Risk Management
Policy. Further details on the risk management activities,
including the implementation of risk management policy,
key risks identified, and their mitigations, are covered in
the Management Discussion and Analysis section, which
forms part of this 82^nd Annual Report.

23. Internal Financial Control System and its adequacy:

The Company has an adequate system of internal controls
to ensure that all its assets are protected against loss
from unauthorized use or disposition, and further that
those transactions are authorized, promptly recorded,
and reported correctly. The Company has implemented
an effective framework for Internal Financial Controls in
terms of the provisions stipulated under the explanation
to Section 134(5)(e) of the Act for ensuring the orderly and
efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.
The Board is of the opinion that the Company has effective
Internal Financial Controls, which are commensurate
with the size and scale of the business operations of the
Company for the FY 2024-25. Adequate internal financial
controls with respect to financial statements are in place.
The Company has documented policies and guidelines
for this purpose. Its Internal Control System has been
designed to ensure that the financial and other records
are reliable for preparing financial and other statements
and for maintaining accountability of assets. The internal
audit and the management review supplement the
process implementation of effective internal control.
The Audit Committee of the Board deals with accounting
matters, financial reporting, and internal controls, and
regularly interacts with the Statutory Auditors, Internal
Auditors, and the management in dealing with matters
within its terms of reference. No reportable material
weakness in the design or implementation was observed
during FY 2024-25.

24. Vigil Mechanism and Whistle Blower Policy:

Pursuant to the provisions of the Act and the Listing
Regulations, the Board has approved and established
a Vigil Mechanism and Whistle Blower Policy for the
directors, employees, and other stakeholders of the
Company to report their genuine concerns, and its details
are explained in the Corporate Governance Report. The
Company's Vigil Mechanism and Whistle Blower Policy
entitle its directors, employees, and other stakeholders
to report concerns about unethical or inappropriate
behavior, actual or suspected fraud, leak of unpublished
price-sensitive information, unfair or unethical actions, or
any other violation. The aforesaid Policy is also available
on the website of the Company and can be accessed
at: https://epapercdn.sandesh.com/investors/vii.%20
Vigil%20Mechanism%20&%20Whistle%20Blower%20
Policy.pdf. The Company affirms that no employee has
been denied access to the Audit Committee.

25. Code of Conduct:

The Company has laid down a Code of Conduct for
all Board Members and the Members of the Senior
Management of the Company. The said Code is also

placed on the website of the Company and can be
accessed at: https://epapercdn.sandesh.com/investors/
vi.%20Code%20of%20Conduct%20of%20Board%20
of%20Directors%20and%20Senior%20Management%20
Personnel.pdf. All directors and the members of the senior
management of the Company have affirmed compliance
with the said Code for the FY 2024-25. The Certificate from
the Chairman & Managing Director affirming compliance
with the said Code by all the directors and the members of
senior management of the Company, to whom the Code
is applicable, is attached to the Corporate Governance
Report, which is forming part of this 82^nd Annual Report.

26. Annual Return:

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the draft annual return of
the Company as on March 31, 2025, is available on the
website of the Company and can be accessed at: https://
epapercdn.sandesh.com/investors/Draft%20Annual%20
Return%20 2024-25%20(1).pdf

27. Litigation:

There was no material litigation outstanding as on March
31, 2025, and the details of pending litigation, including
tax matters, are disclosed in the Financial Statements.

28. Particulars of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013:

The particulars of loans and the investments under
the provisions of Section 186 of the Act and Schedule
V of the Listing Regulations are given separately in the
Financial Statements of the Company, which may be
read in conjunction with this 82^nd Annual Report. During
FY 2024-25, the Company has not taken any loans from
the Directors and/or their relatives.

29. Particulars of contracts or arrangements with related
parties referred to in Section 188(1) in the prescribed
form:

All contracts, arrangements, or transactions entered by
the Company with related parties were on an arm's length
basis and were in the ordinary course of business, and
were placed before the Audit Committee and also before
the Board for their review and approval. As there were
no material related party transactions entered into by the
Company with the related parties during the FY 2024-25,
the requirement of disclosing the details of the related
party transactions under Section 134(3)(h) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, in
Form AOC-2 does not apply to the Company. There were
no materially significant related party transactions that
could have a potential conflict with the interests of the
Company at large.

All transactions with related parties are placed before the
Audit Committee for its review and approval. If any Director
is interested in any transaction with related parties, such
Director shall not be present during discussions and shall

abstain from voting on the concerned matter. In line with
the provisions of the Act and the Listing Regulations, the
Company has formulated a Related Party Transactions
Policy for determining the materiality of Related Party
Transactions and also the manner of dealing with Related
Party Transactions. The Related Party Transactions Policy is
uploaded on the Company's website and can be accessed
at: https://epapercdn.sandesh.com/investors/v.%20
RPT%20Policy.pdf. The Company has maintained a
register under Section 189 of the Act, and particulars of
Related Party Transactions are entered into the Register
whenever applicable. The Members may refer to Note No.
39 of the Standalone Financial Statement, which sets out
related party disclosures pursuant to Ind AS. Pursuant to
Regulation 23(9) of the Listing Regulations, the Company
has filed the reports on the related party transactions with
the Stock Exchanges within the statutory timelines.

30. Secretarial Standards:

The Company has followed the applicable Secretarial
Standards, with respect to the Meetings of the Board of
Directors (SS-1) and the General Meetings (SS-2) issued by
the Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs, during the FY 2024¬
25.

31. Listing Fees:

The Company confirms that it has made payment of
annual listing fees for the FY 2024-25 to BSE and NSE.

32. Other Statutory Disclosures:

A. Deposits from the public:

The Company has not accepted any deposits
covered under Chapter V of the Act, and as such,
no amount on account of principal or interest on
deposits was outstanding as on the date of the
Financial Statements. The Company did not accept
any deposits during FY 2024-25.

B. Disclosure of Share Capital and Shares with
differential rights, sweat equity shares, etc.:

The Authorized Share Capital of the Company
is ?15,00,00,000/- (Rupees Fifteen Crore Only)
comprising 1,50,00,000 Equity Shares of face value
of ? 10/- (Rupees Ten) each. The Paid-up Equity Share
Capital of the Company as on March 31, 2025, was
? 7,56,94,210/- (Rupees Seven Crore Fifty-Six Lakhs
Ninety Four Thousand Two Hundred and Ten Only)
comprising 75,69,421 Equity Shares of face value of
? 10/- (Rupees Ten) each.

During FY 2024-25, the Company has not issued
shares with or without differential voting rights as
to dividends, voting, or otherwise.

The Company has not issued any shares, including
sweat equity shares, to any of the employees of
the Company under any Employee Stock Options
Scheme or any other scheme during FY 2024-25.

The Company does not have any scheme of provision
of money, or the Company does not provide any
loan or financial arrangement to its employees, for
the purchase of its own shares, and accordingly, no
disclosure is required under Section 67(3) of the Act
read with Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014.

During the year under review, there were no
transactions or events with respect to the issue of
instruments convertible into equity shares and buy¬
back of shares, hence no disclosure is required to be
made in this Report. Further, the equity shares of the
Company were not suspended from trading during
the year under review.

C. Receipt of Remuneration or Commission by
Managing Director(s)/Whole-time Director
from the subsidiary Company:

No remuneration or commission was paid to the
Managing Director(s) or Whole-time Director from
the subsidiary Company for the FY 2024-25, and
accordingly, no disclosure is required as to the
receipt of the remuneration or commission by the
Managing Director(s) or Whole-time Director from
the subsidiary Company.

D. Transfer of Amounts to Investor Education and
Protection Fund (IEPF):

During the FY 2024-25, the Unpaid/Unclaimed
Dividend for the Financial Year 2016-17 amounting
to ? 3,84,870/- (Rupees Three Lakhs Eighty Four
Thousand Eight Hundred Seventy Only), and 1600
Equity Shares having Face Value of ' 10/- each were
transferred to the Investor Education and Protection
Fund in compliance with the provisions of Section
124 and Section 125 of the Act read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer, and Refund) Rules, 2016,
as amended. Kindly refer to the relevant section of
the Corporate Governance Report, which forms part
of this 82^nd Annual Report, for further details.

E. Details of significant and material orders passed
by the Regulators/Courts/Tribunals impacting
the going concern status and the Company's
operations in the future:

During the FY 2024-25, the regulators, courts,
or tribunals did not pass any significant or
material orders that would impact the Company's
going concern status and future operations of
the Company.

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

The Company has in place a Policy for the prevention
of Sexual Harassment at the workplace in line with

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

Details pertaining to complaints of Sexual
Harassment are mentioned below:

Kindly refer to the relevant section of the Corporate
Governance Report, which forms part of this
82^nd Annual Report, for the summary of sexual
harassment complaints received and disposed of
during the FY 2024-25.

G. Disclosure under the Maternity Benefit Act,
1961:

Since no event occurred during the FY 2024-25 that
would attract the provisions of the Maternity Benefit
Act, 1961, the said Act was not applicable for the
period under reporting.

H. Application or proceeding pending under the
Insolvency and Bankruptcy Code, 2016:

No application has been made under the
Insolvency and Bankruptcy Code, and accordingly,
the requirement to disclose the details of an
application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during
FY 2024-25, along with their status as at the end
of the FY, is not applicable. Further, there was no
instance of a one-time settlement with any Bank or
Financial Institution.

I. Difference between amounts of valuation:

The requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the banks or
financial institutions, along with the reasons thereof,
is not applicable for the FY 2024-25.

J. Frauds:

During FY 2024-25, neither the Statutory Auditors
nor the Secretarial Auditors have reported to the
Audit Committee or the Board of Directors, under
the provisions of Section 143(12) of the Act, any
instances of fraud committed against the Company
by its officers or employees, the details of which
need to be mentioned in the Board's Report.

33. Acknowledgment:

The Directors place on record their sincere appreciation
for the valuable contribution and dedicated services of
all the employees of the Company. The Directors express
their sincere thanks to the esteemed readers, hawkers,
advertisers, viewers, and customers of the Company for
their continued patronage. The Directors also immensely
thank all the shareholders, bankers, investors, agents,
business associates, service providers, vendors, and all

other stakeholders for their continued and consistent
support to the Company during FY 2024-25.

For and on behalf of the Board,

Falgunbhai C. Patel

Place: Ahmedabad Chairman & Managing Director

Date: August 5, 2025 (DIN: 00050174)

Encl.: Annexure A to Annexure E