Sadhna Broadcast Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 30th Annual Report on the business and operations of your Company along with the Annual Audited Financial Statements for the financial year ended 31st March, 2024.

Financial Summary of the Company

The performance of the Company for the financial year ended on 31st March, 2024 is summarized below:

Particulars	Year 31.03.2024 Lacs)	ended Year ended (In 31.03.2023 (In lacs
Income (Gross)	1555.67	2024.46
Expenditure	1500.36	1958.82
Profit/(Loss) before Exceptional and extraordinary Items and tax	55.31	65.64
Less:- Tax Expense
Current Tax/Mat	15.75	21.73
Deferred Tax Adjustment-Cr/Dr)	-1.53	14.02
Tax Adjustments for Earlier Year	0.09	0.24
Profit/ (Loss) after Tax	33.61	(11.84)

Dividend

No dividend were declared for the current financial year by the company.

Reserves

The Company has not transferred any amount from the statement of profit and loss to general reserve during the year under review.

Brief description of the Companys working during the year

During the year, the net revenue from operations of your Company reduced from Rs. 1894.21 Lakhs to Rs. 1541 Lakhs. The Company has recorded a Net Profit of Rs. 33.61 Lakhs in the financial year ended 31st March, 2024.

Change in the nature of business

The Company is engaged in the business of launching television channels, for the news, films, music, serial, and others programmes and to carry on the business of T.V. News, films, music, serials and feature agency on a worldwide network having stringers, special correspondence, and representatives at different centers and other allied activities and there has been no change in the nature of business during the year under review by the Company.

Significant & Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the Company.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

Details of Subsidiary/Joint Venture/ Associate Companies

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company.

Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

The Company has no subsidiaries, associates and joint venture companies so this point is not applicable on the Company.

Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143 other than those which are Reportable to The Central Government

Auditors have not reported any frauds during the year under review.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act 2013

The Company has given Loan or Guarantee or made Investment under Section 186 within the limits specified under Sec 186(2) of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties

All material related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Form No. AOC-2 marked Annexure ‘A is annexed to this report containing disclosure of related party transactions under Section 188 of the Companies Act, 2013.

Share Capital

During the year under review, there is no change in Authorized Capital of the Company:

Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required as per rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

A. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

C. Provision of money by Company for purchase of its own share by employees or by trustee for the benefit of employees.

Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

Annual Return

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder, the extract of the Annual Return of the Company for the financial year 2023-24 is available on the website of the Company.

Board of Directors and Key Managerial Personnel

While selecting Directors, the Company looks for an appropriate balance of skills, experience, independence and knowledge to enable them discharge their respective duties and responsibilities effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial Personnel and other employees.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on the date of report, the Board of Directors consists of Four (4) Directors and One (1) CFO and One (1) CS.

1. Mr. Bal Mukund Tiwari (Managing Director);

2. Mr. Arpan Gupta (Non-Executive and Non-Independent Director);

3. Mrs. Sakshi Wadhwa (Non-Executive and Independent Director);

4. Mr. Vinod Aggarwal (Non-Executive and Independent Director);

5. Ms. Sonia Sharma (CFO);

6. Mr. Hobin Duggal (Company Secretary and Compliance Officer)

Mrs. Vandana Birla (DIN 10100507) was appointed as Additional Director (Non-Executive Independent) w.e.f. 31st May, 2023, regularization of whom is done in 29th Annual General Meeting.

Mrs. Pooja Aggarwal resigned from the position of Chief Executive Officer citing personal reasons w.e.f. 07th February, 2024.

In accordance with the requirements of the Companies Act, 2013 and Articles of Association Mr. Arpan Gupta (Non-executive Director) (DIN-03498884), retires by rotation in the ensuing AGM and being eligible offers himself for re-appointment.

Change in Company Secretary & Compliance Officer

Mr. Hobin Duggal (Membership Number: A55624) resigned from the position of Company Secretary and Compliance Office w.e.f 09th May, 2024.

Further, Mr. Hobin Duggal (Membership Number: A55624) has been appointed by Board of Director in their meeting held on 10th June, 2024 as Company Secretary and Compliance Officer w.ef 10th June, 2024.

Performance Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

Declaration by an Independent Director(s) and re-appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Number of Meetings of the Board of Directors

The Board of Directors consisted of Four Directors including two Independent Directors during the period under review. During the 12 months period ended 31st March, 2024, 09 (Nine) Board Meetings were held on 10.04.2023, 22.05.2023, 31.05.2023, 07.07.2023, 10.08.2023, 21.08.2023, 19.10.2023, 07.11.2023, 07.02.2024.

Committees of the Board

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders and Investor Grievance Committee.

3. Nomination & Remuneration Committee.

The composition of Committees are as follows:

1. Audit Committee

The Audit Committee as on the year ended stands as follows:

* Mr. Arpan Gupta (Non-Executive & Non-Independent Director)

* Mrs. Vandana Birla (Non-Executive & Independent Director)

* Mr. Vinod Aggarwal (Non Executive Independent Director)

However, the following changes occurred:

On 31st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) resigned from the company and consequently Mrs. Vandana Birla (Non Executive Independent Director) became the member of the committee.

The constituted Audit Committee also meets the requirements under Section 177 of the Companies Act, 2013.

The Chairman of the Committee is Mrs. Vandana Birla, an Independent Director nominated by the Board.

The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors.

During the year 4(Four) Audit Committee Meetings were held.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on the year ended stands as follows:

Mr. Arpan Gupta (Non-Executive & Non-Independent Director)

Mrs. Vandana Birla (Non-Executive & Independent Director)

Mr. Vinod Aggarwal (Non Executive Independent Director)

However, the following changes occurred:

On 31st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) resigned from the company and consequently Mrs. Vandana Birla (Non Executive Independent Director) became the member of the committee.

The constituted Nomination and Remuneration Committee also meets the requirements under Section 178 of the Companies Act, 2013.

The Chairman of the Committee is Mrs. Vandana Birla, an Independent Director nominated by the Board.

The Committees scope of work includes identifying the persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and carry out evaluation of every directors performance, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees.

During the year 2(Two) Nomination and Remuneration Committee Meetings were held.

3. Stakeholders Relationship Committee (SRC):

The Stakeholders Relationship Committee as on the year ended stands as follows:

Mr. Arpan Gupta (Non-Executive & Non-Independent Director), Mrs. Vandana Birla (Non-Executive & Independent Director) and Mr. Vinod Aggarwal (Non Executive Independent Director).

However, the following changes occurred:

On 31st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) resigned from the company and consequently Mrs. Vandana Birla (Non Executive Independent Director) became the member of the committee.

The constituted Stakeholders Relationship Committee also meets the requirements under Section 178 of the Companies Act, 2013.

The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressal of shareholders complaints like transfer/transmission of shares, non- receipt of Annual Report, non-receipt of declared dividends, etc. During the year, nil complaints were received from investors in respect of share transfers.

During the year 3 (Three) Stakeholders Relationship Committee Meetings were held.

Management Discussions and Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report in compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as

Annexure ‘B.

Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you-"the Shareholders". The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good Corporate Governance. Besides adhering to the prescribed Corporate Governance practices as per SEBI (LODR) Regulations 2015, the Company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report of the Company is annexed to this report as Annexure-‘C.

Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a vigil mechanism policy. This policy is has been uploaded on the website of the Company- www.sadhna.com

Auditors

Statutory Auditor

* M/s. BAS & Co. LLP, Chartered Accountants, (having FRN 323347E/E300008) as Statutory Auditors of the Company to hold the office from the conclusion of 26th Annual General Meeting until the conclusion of 30th Annual General Meeting and at such remuneration as may mutually be agreed upon between the auditors and the Board of Directors of the Company."

* Further, It is proposed to re- appoint M/s. BAS & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company in the ensuing Annual General Meeting to hold the office from the conclusion of this Annual General Meeting until the conclusion of 35th Annual General Meeting and at such remuneration as may mutually be agreed upon between the auditors and the Board of Directors of the Company."

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 139 (1) of the said Act.

Secretarial Auditor

M/s. V Kumar and Associates, Company Secretaries (FCS: 8976, COP No.:10438), are the Secretarial Auditor of the Company to undertake the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013.

Internal Auditor

M/s A D Goyal & Associates, Chartered Accountant (Firm Registration No. 0031058N) as Internal Auditors of the Company in the ensuing Annual General Meeting to hold the office from F.Y. 2023-2024 to F.Y. 2027-2028 and at such remuneration as may mutually be agreed upon between the auditors and the Board of Directors of the Company.

Auditors Report

All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and qualifications, reservations or adverse remarks related to deposits have been made by the Statutory Auditors in the said Report.

Secretarial Audit Report

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Report as Annexure-D. The Secretarial Audit Report contain a reservation, qualification or adverse remark.

Shifting of Registered Office

During the year under review, the Company has not shifted its registered office.

Corporate Social Responsibility

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the company itself in an environment partnership for inclusive development.

Independent Director

Independent Directors of the company have additionally met 2 times in the financial year 2023-24, including for:- (a) To review the performance of non-independent Directors and the Board as a whole, (b) To review the performance of Board taking into account the views of executive and non-executive directors; (c) To assess the quality, quantity and timeliness of flow of information between the company management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

Declaration by an Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:

A. Conservation of energy

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy are not applicable.

B. Technology absorption

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Technology absorption are not applicable.

C. Foreign exchange earnings and outgo

There has been no expenditure and/or earning in foreign exchange.

Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the name and other particulars of the employees, whose remuneration falls within the purview of the said rule, are required to be set out in the Annexure to the Directors Report. However during the year under review or any part thereof, the company did not employ any person with remuneration falling within the purview as prescribed under the rule.

Details in Respect of Adequacy of Internal Financial Controls with reference to the Financial Statement

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys 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.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

Familiarity with Policies and Procedures the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

Accountability of Transactions There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

Accuracy & Completeness of Financial Statements/ Reports For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer software are extensively used.

Retention and Filing of Base Documents All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.

Segregation of Duties It is ensured that no person handles all the aspects of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

Timeliness It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend which is required to be deposited to IEPF, so the provisions of Section125 of the Companies Act, 2013, do not apply.

Risk Management Policy

Company has implemented proper risk management policy including identification therein of element of risk.

Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed and stated that:- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a going concern basis.

The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Acknowledgement

Your Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government agencies and the shareholders. Your Directors also record their appreciation for the total dedication of employees at all levels.

		By Order of the Board
Date: 29th August, 2024		For Sadhna Broadcast Limited
Date: New Delhi	Sd/-	Sd/-
	Arpan Gupta	Bal Mukund Tiwari
	Director	Managing Director
	DIN: 03498884	DIN: 02566683
	Add: 5/6, 2nd Floor,	Address: HNO. 450, Vrindavan,
	Left Side West Patel Nagar	Raman Rati, PS-Vrindavan,
	New Delhi-110008	Tehsil-Mathura, Distt-Mathura,
		Uttar Pradesh-281121